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Alcanna Inc. (LQSIF)

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Alcanna Inc. (LQSIF)

Alcanna Inc. and YSS Corp. announce closing of reverse takeover and creation of "Nova Cannabis Inc." 
Press Release | 03/22/2021 
Alcanna Inc. and YSS Corp. announce closing of reverse takeover and creation of "Nova Cannabis Inc." 

Canada NewsWire 

EDMONTON and CALGARY, AB, March 22, 2021 

EDMONTON and CALGARY, AB, March 22, 2021 /CNW/ - Alcanna Inc. ("Alcanna") (TSX: CLIQ) and YSS Corp. ("YSS") (TSX-V: YSS; WCN: A2PMAX; and OTCQB: YSSCF) are pleased to announce the completion of their business combination (the "Transaction") previously announced on January 18, 2021, which resulted in a reverse take-over of YSS pursuant to the policies of the TSX Venture Exchange (the "TSXV") and a name change (the "Name Change") of YSS to "Nova Cannabis Inc." ("Nova"). The common shares of Nova ("Nova Shares") are expected to begin trading on the TSXV under the ticker symbol "NOVC" on or about March 24, 2021.  

Reverse Takeover 

Pursuant to the terms of the business combination agreement dated January 18, 2021 (the "Agreement"), Alcanna sold all of the equity securities of its wholly-owned subsidiaries, Alcanna Cannabis Stores GP Inc. ("ACS GP") and Alcanna Cannabis Stores Limited Partnership ("ACS LP" and together with ACS GP, the "ACS Entities"), which carry on Alcanna's cannabis retail business, to YSS. Pursuant to the Agreement, the common shares of YSS ("YSS Shares") were consolidated (the "Consolidation") on the basis of a ratio of approximately 0.05449-to-one, such that, after completion of the Consolidation, the holders of YSS Shares ("YSS Shareholders") held an aggregate of 7,583,353 post-Consolidation YSS Shares. In consideration for the purchase of the equity securities of the ACS Entities, YSS issued an aggregate of 35,750,000 post-Consolidation YSS Shares to Alcanna (the "Consideration Shares") at a deemed price of $3.00 per YSS Share. 

As previously announced on February 11, 2021, Alcanna Cannabis Stores Finance Ltd. ("ACS FinCo"), a wholly owned subsidiary of ACS LP, closed the sale of an aggregate of 13,334,000 subscription receipts (the "Subscription Receipts") at a price of $3.00 per Subscription Receipt, for aggregate gross proceeds $40,002,000 (the "Concurrent Financing"). Each Subscription Receipt converted into one common share of ACS FinCo (each, a "FinCo Share") and was subsequently exchanged for a Nova Common Share pursuant to an amalgamation of ACS FinCo with a wholly-owned subsidiary of YSS (the "Amalgamation"). Following completion of the Transaction and the Amalgamation, Alcanna holds approximately 63%, former YSS Shareholders and former holders of Subscription Receipts hold approximately 13% and 24%, respectively, of the Nova Shares (calculated on a basic basis). 

The net proceeds of the Concurrent Financing are expected to be used for Nova's go-forward business plan, including the development, construction and acquisition of additional cannabis retail locations and conversion of existing cannabis retail locations to the "Value Buds" banner, including capital expenditures, inventory, and other general corporate and working capital purposes. 

Exchange Matters and Trading Halt 

The TSXV has provided conditional approval for the Transaction and listing of the Nova Shares. In accordance with TSXV policies, the Nova Shares will remain halted for trading until the TSXV issues the final bulletin in respect of the Transaction. Nova will continue as a Tier 1 Life Sciences issuer on the TSXV and the Nova Shares are expected to commence trading on or about March 24, 2021. The total number of Nova Shares issued and outstanding at listing will be 56,685,666. 

In connection with the graduation to a Tier 1 listing, all securities of YSS which were subject to a Tier 2 escrow release schedule pursuant to the value security escrow agreement dated January 2, 2019 will be subject to a Tier 1 release schedule, resulting in the immediate release from escrow of all such securities. 

Governance and Management 

Alcanna and Nova have entered into an investor rights agreement (the "Investor Rights Agreement") providing for customary rights based on Alcanna's equity interest in Nova. Alcanna has agreed to a two-year lockup period in respect of the Consideration Shares, subject to certain conditions. Pursuant to the Investor Rights Agreement, Alcanna appointed four nominees to the board of directors of Nova: James Burns, Darren Karasiuk, Ross Sinclair, and Thomas Bitove. Ron Hozjan, an independent director of YSS, will continue as a director of Nova. 

The board of directors of Nova is expected to make the following appointments: James Burns as Chair; Thomas Bitove as Lead Director; Darren Karasiuk as President and Chief Executive Officer; David Gordey as Chief Financial Officer; Marcie Kiziak as Chief Operating Officer; and Matthew Hewson as Corporate Secretary. Other than Ron Hozjan, the existing directors and executive officers of YSS resigned. Brief biographies of each of the directors and executive officers of Nova are below. Darren Karasiuk has resigned from the Alcanna board of directors, effective March 20, 2021.

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#5  Sticky Note OTC DISCLOSURE & NEWS SERVICE StockLogistics 04/17/21 08:29:18 AM
#6   From 1 dollar to 6.12 in 13 months, StockLogistics 04/24/21 06:51:44 PM
#5   OTC DISCLOSURE & NEWS SERVICE StockLogistics 04/17/21 08:29:18 AM
#4   OTC DISCLOSURE & NEWS SERVICE StockLogistics 04/17/21 08:29:15 AM
#3   Nova Cannabis ticker appears to be this :YSSCD StockLogistics 04/17/21 08:23:45 AM
#2   Not sure if this reverse merger with YSS StockLogistics 04/17/21 08:18:14 AM
#1   Alcanna CEO: Ontario did the right thing in Kaibr 01/03/19 10:55:51 AM
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