Nova Cannabis Inc (NOVC) ニュース

NVACF: Pursuant to a plan of arrangement SNDL Inc. has acquired all of the issued and outstanding Nova shares. Nova Shareholders will receive $1.75 in cash for each Nova Share held (the "Cash Consideration"), unless a Nova Shareholder elected to receive 0.58 of a common share of SNDL ("SNDL Share") (the "Share Consideration").

FINRA deleted symbol:

https://otce.finra.org/otce/dailyList?viewType=Deletions

YSSCF changed to NVACF:

https://otce.finra.org/otce/dailyList?viewType=Symbol%2FName%20Changes

Stock selling off pretty badly so far after the merger

SHORT INTEREST
DATE SHORT INTEREST % CHANGE AVG. DAILY SHARE VOL SPLIT NEW ISSUE
03/31/2021 573 -18.14 7,695 No No
02/12/2021 20,126 174.61 206,594 No No
01/29/2021 7,329 -46.96 145,271 No No
01/15/2021 13,819 50.57 8,929 No No
12/31/2020 9,178 129.45 19,320 No No
12/15/2020 4,000 100.00 3,402 No No
09/15/2020 35 0.00 200 No No
08/31/2020 35 0.00 3,897 No No
08/14/2020 35 -30.00 1,337 No No
07/31/2020 50 -44.44 933 No

insert-text-here

Maybe expansion into U.S. based on this: “construction and acquisition of additional cannabis retail locations“

Not sure if the full terms were posted here yet:

OTC DISCLOSURE & NEWS SERVICE
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.

Darren Karasiuk, Director, President and Chief Executive Officer (Toronto, Ontario)

Mr. Karasiuk served as Chief Commercial Officer of Aurora Cannabis Inc. ("Aurora") where he had oversight of key customer facing and revenue driving functions, including sales, marketing, consumer insights and analytics. During his tenure, he helped Aurora achieve leadership in the Canadian recreational and medical cannabis markets, as well as Europe. Mr. Karasiuk joined Aurora through the acquisition of MedReleaf Corp., where he served first as Vice-President, Strategy and later as Senior Vice-President and General Manager of the Recreational business. Prior to joining MedReleaf, Mr. Karasiuk was Vice-President, Insights and Advisory at Deloitte. Mr. Karasiuk has served on Alcanna's board since 2019 and holds an MA from Western University as well as an MBA from Kellogg-Schulich. Mr. Karasiuk resigned from the Alcanna board on closing of the Transaction.

James Burns, Chair (Edmonton, Alberta)

Mr. Burns has been Vice-Chair and Chief Executive Officer of Alcanna since December 2017 after joining the board in June 2017 and being named lead director and placed in charge of developing Alcanna's cannabis strategy. Throughout a 45-year career, he has been: a partner at Gordon Capital Corporation and Gordon Investment Corporation in their private equity business; co-owner, director and CFO at Scott's Restaurants and priszm brandz; Managing Director at CIBC Capital Markets; and Chief of Staff to the Deputy Prime Minister of Canada and Chair of the Chiefs of Staff Committee. Mr. Burns holds a B. Comm. (Honours) from Queen's University School of Business and a Master of Science (Mark of Distinction) in Politics of the World Economy from the London School of Economics.

Thomas Bitove, Director (Toronto, Ontario)

Mr. Bitove has worked in many aspects of multi-unit operations for his entire career. Just a few of the businesses he has owned and operated include: Hard Rock Café; a 32 store Big Boy chain; 35 separate restaurants and concessions at Toronto Pearson airport; and 17 Travel Centres along the 401 and 400 in Ontario. Mr. Bitove is the exclusive distributor of Red Bull Energy Drink in Ontario and British Columbia and owner of ColdHaus Direct Inc, a major distributor of beer and wine in Ontario. Mr. Bitove served 12 years on the board of Intrinsyc Technologies, a TSX-listed public company. Mr. Bitove was invested into the Order of Ontario, Ontario's highest honour for a citizen. The award recognizes his charitable contributions to the people of Ontario and Canada as well as his business successes.

Ross Sinclair, Director (Toronto, Ontario)

Mr. Sinclair was a partner with PricewaterhouseCoopers LLP ("PwC") and has more than 25 years of experience as a partner. Mr. Sinclair retired from PwC on June 30, 2020. He has had extensive experience with clients across several industries including consumer products, retail, real estate, health care and private equity. Mr. Sinclair has served many clients advising on critical business issues, transactions and restructurings in addition to his experience as a lead audit partner on both public and private enterprises. Mr. Sinclair's experience includes PwC Canada leadership roles as Income Trust and IPO Services Group Leader, as well as Retail & Consumer Products National and GTA Industry Leader. Mr. Sinclair has significant experience working with clients on their capital markets projects and needs, including numerous equity, debt and initial public offering and RTOs. Mr. Sinclair has also served as the overall audit engagement leader on several Canadian retailers and other public companies including both US GAAP, SEC, OSC and IFRS reporting responsibilities. Mr. Sinclair was a designated Trustees on the Continuum REIT IPO in the fall of 2019 and is an Advisory Board member and investor in Arch Corporation.

Ron Hozjan, Director (Calgary, Alberta)

Mr. Hozjan has served as a director of YSS since June 2018 and is currently a member of YSS' audit committee and corporate governance and compensation committee. Since January 2020, Mr. Hozjan has held the role of Vice President, Finance and Chief Financial Officer of Aureus Energy Services Inc. Prior thereto, he served as Vice President, Finance and Chief Financial Officer of Tamarack Valley Energy Ltd. (TSX: TVE) from June 2010 until January 2020. Mr. Hozjan has also served as a director of Aloha Brands Inc. since April 2019.

Marcie Kiziak, Chief Operating Officer (Edmonton, Alberta)

Ms. Kiziak, currently President of Alcanna's cannabis division, has led the retail cannabis business since she took over in July 2018. Ms. Kiziak was Alcanna's lead executive in designing and executing the strategy to launch the Nova brand, starting with 5 stores at legalization day. Ms. Kiziak has led the growth in the business to Nova's current 34 stores. Ms. Kiziak joined Alcanna in February 2018 as Senior Vice President, Human Resources and continues in that role concurrently with running Nova. Prior to joining Alcanna, Ms. Kiziak was the Vice President of Human Resources and Safety for Corrosion and Abrasion Solutions Ltd. from 2013 until 2017 which included a secondment into operations to lead a business transformation. Ms. Kiziak also spent 15 years in the oil and gas and construction sectors focused on senior HR Leadership, M&A and Integration. Ms. Kiziak holds a Bachelor of Management Degree with a Major in Human Resources and is a Chartered Professional in Human Resources.

David Gordey, Chief Financial Officer (Edmonton, Alberta)

Mr. Gordey will act as Chief Financial Officer of Nova and will also continue in his position of Executive Vice President, Corporate Services and Chief Financial Officer of Alcanna. Mr. Gordey assumed the role of Executive Vice President, Corporate Services and Chief Financial Officer of Alcanna in April 2018. Mr. Gordey served as Chief Operating Officer, Liquor from July 2016 to April 2018, and Senior Vice President and Chief Financial Officer from May 2014 to July 2016, after joining Liquor Stores N.A. Ltd. in March 2012 as Vice President, Finance. Mr. Gordey is a Chartered Professional Accountant, formerly of KPMG LLP (Edmonton).

Matthew Hewson, Corporate Secretary (Edmonton, Alberta)

Mr. Hewson is Alcanna's General Counsel, Senior Vice President, Regulatory Affairs & HR and Corporate Secretary. Mr. Hewson joined Alcanna in 2013 and assumed the role of General Counsel in 2016. Prior to joining Alcanna, Mr. Hewson worked as a corporate/commercial lawyer at a national law firm.

Additional Information for YSS Shareholders

Registered holders of pre-Consolidation YSS Shares will receive a letter of transmittal by mail, from the transfer agent of Nova, Odyssey Trust Company, advising of the completion of the Consolidation, the Name Change and the Transaction, and providing instructions to exchange share certificates or DRS statements representing pre-Consolidation YSS Shares for their entitlement to Nova Shares. Non-registered shareholders holding YSS Shares through an intermediary (a securities broker, dealer, bank or financial institution) should be aware that the intermediary may have different procedures for processing the Consolidation and the Name Change than those that will be put in place for registered shareholders. If shareholders hold their YSS Shares through intermediaries and have questions in this regard, they are encouraged to contact their intermediaries. Further details regarding the Concurrent Financing, the Transaction, the Name Change, the Consolidation, and the Amalgamation are set out in the management information circular of YSS dated February 12, 2021, which is available on SEDAR (www.sedar.com) under Nova's issuer profile.

About Nova

Immediately upon completion of the Transaction, Nova will have 53 cannabis retail locations in Alberta, Saskatchewan and Ontario. These cannabis retail locations range in size from 1,200 to 5,600 square feet and are operated under the "Nova Cannabis", "Deep Discount Cannabis", "Value Buds", "YSS", and "Sweet Tree" brands. Nova has more than 20 additional cannabis retail locations in development for 2021. The majority of Nova's cannabis retail locations (including locations previously operated by YSS) are expected to be re-branded as "Value Buds" and will target the value-conscious consumer, an under-served segment of the market that is estimated to account for approximately 70% of total recreational cannabis market in Canada (both legal and illicit).

Alcanna will provide management and administrative services to Nova, at a cost that is anticipated to be far less than a stand-alone company could achieve, until Nova reaches the critical size to bring those services in-house. Alcanna and Nova expect to enter into a management and administrative services agreement for an initial two-year term. Alcanna will also provide lease guarantees for Nova and make available to Nova an operating line of credit without standby fees for up to $10 million at prime plus 2.75% for growth, including new store builds, acquisitions and general corporate and working capital purposes. The operating line of credit will be drawable at Nova's sole discretion and will be secured by a charge on all of the personal property of Nova. A copy of the Investor Rights Agreement will be available on Nova's SEDAR profile at www.sedar.com.

In connection with the Transaction, PricewaterhouseCoopers LLP is anticipated to be appointed as the auditors of Nova following the release of the audited financial statements of YSS for the year ended December 31, 2020.

About Alcanna

Alcanna is one of the largest private sector retailers of alcohol in North America and the largest in Canada by number of stores – operating 196 locations in Alberta and British Columbia. Alcanna is incorporated under the laws of Canada, and its common shares and convertible subordinated debentures trade on the Toronto Stock Exchange under the symbols "CLIQ" and "CLIQ.DB", respectively. Additional information about Alcanna is available at www.sedar.com and www.alcanna.com.

Prior to the Transaction, Alcanna did not hold any securities of YSS. An early warning report will be filed by Alcanna in respect of Nova in accordance with applicable Canadian securities laws. As of the date of this news release, neither Nova nor Alcanna are aware of any plans nor have any future intentions which would relate to or result in any of the matters contemplated by Item 5 of Form 62-103F1 Required Disclosure Under the Early Warning Requirements. To obtain a copy of the early warning report, see the contact information below for Darren Karasiuk.

Advisors

Eight Capital acted as exclusive financial advisor to Alcanna with respect to the Transaction. Cormark acted as financial advisor to YSS with respect the Concurrent Financing. Bennett Jones LLP acted as legal advisor to Alcanna and the ACS Entities. Stikeman Elliott LLP acted as legal advisor to YSS.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

NOTE REGARDING FORWARD-LOOKING INFORMATION

This press release contains certain "forward-looking information" and certain "forward-looking statements" within the meaning of applicable securities laws, such as statements and information concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts or information or current condition, but instead represent only the parties beliefs regarding future events, plans or objective, many of which, by their nature, are inherently uncertain and outside of the Alcanna or Nova's control. Use of words such as "may", "will", "expect", "plans", "could", "would", "might", "believe", "intends", "likely", or other words of similar effect may indicate a "forward-looking" statement. The forward-looking information and forward-looking statements contained herein may include, but are not limited to: expectations regarding the issuance of the final bulletin of the TSXV in respect of the Transaction and timing thereof; timing for the commencement of trading of Nova Shares on the TSXV; Nova's ability to meet the TSX original listing requirements and listing of the Nova Shares on the TSX; expectations regarding the management and administrative services agreement between Alcanna and Nova; the cost of management and administrative services by Alcanna; the pro forma business plan of Nova, including plans to convert cannabis retail stores to the "Value Buds" banner; growth of Nova; the roll-out the "Value Buds" banner across Ontario through new builds and acquisitions; and use of the net proceeds from the Concurrent Financing; Alcanna providing lease guarantees and other financial support to Nova; and the pledge of the assets of Nova to secure the operating line of credit provided by Alcanna to Nova. These statements are not guarantees of future performance and are subject to numerous risks and uncertainties, including those described in the publicly filed documents of Alcanna or Nova (available on SEDAR at www.sedar.com).

Among the key risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking information and statements include, but not are limited to, the following: the potential impact of the Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; risks relating to the COVID-19 pandemic, governmental responses thereto, measures taken by Alcanna or Nova in response thereto and the impact thereof on the global economy, capital markets, the cannabis retail industry and Alcanna or Nova; the ability of Nova's management to successfully integrate the operations of the cannabis retail businesses of the ACS Entities and YSS; the ability to realize the benefits anticipated by the Transaction; changes in regulation and legislative developments affecting the cannabis retail industry; the ability of Alcanna to provide financial support to Nova; and the successful execution of Nova's business plan; and the ability of Nova to secure additional capital to execute its business plan on economic terms. For additional information with respect to these factors and assumptions underlying the forward-looking statements in this news release concerning the cannabis retail business of Nova upon completion of the transaction, see the management information circular of YSS dated February 12, 2021 in respect of the Transaction, which is available on Nova's issuer profile on SEDAR at www.sedar.com.

These statements are made as of the date of this news release and, except as required by applicable law, neither Alcanna nor Nova undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Additionally, neither Alcanna nor Nova undertake an obligation to comment on analyses, expectations or statements made by third parties in respect of Alcanna or Nova, or their respective financial or operating results or its securities. Alcanna and Nova do not assume any obligation to update or revise any forward-looking statements, whether written or oral, that may be made from time to time by the Alcanna or Nova on the behalf of Alcanna or Nova, except as required by applicable law.

Readers are cautioned that the foregoing lists of factors are not exhaustive. Additional information on these and other factors that could affect operations or financial results of Alcanna and Nova are included in reports on file with applicable securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com). These forward-looking statements are made as of the date of this press release and Alcanna and Nova disclaim any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.

This press release contains future-oriented financial information and financial outlook information (collectively, "FOFI") about Nova's pro forma expected market capitalization and growth, which are subject to the same assumptions, risk factors, limitations, and qualifications as set forth in the above paragraphs. The actual results of operations of Nova and the resulting financial results will likely vary from the amounts set forth in this presentation and such variation may be material. Alcanna, Nova and their respective management believe that the FOFI has been prepared on a reasonable basis, reflecting management's best estimates and judgments. However, because this information is subjective and subject to numerous risks, it should not be relied on as necessarily indicative of future results. Except as required by applicable securities laws, Alcanna and Nova undertake no obligation to update such FOFI. FOFI contained in this press release was approved by management of Alcanna and Nova, respectively, as of the date of this press release and was provided for the purpose of providing further information about Nova's anticipated future business operations. Readers are cautioned that the FOFI contained in this press release should not be used for purposes other than for which it is disclosed herein.

SOURCE YSS Corp.

YSSCD SECURITY DETAILS
Share Structure

Market Cap Market Cap
123,007,939
04/16/2021
Authorized Shares
Not Available
04/08/2021
Outstanding Shares
56,685,686
04/08/2021
Restricted
27,079,393
04/08/2021
Unrestricted
29,606,293
04/08/2021
Held at DTC
Not Available
Float
Not Available
Par Value
No Par Value
Market Value calculated only for respective security
Transfer Agent

Odyssey Trust Company

LQSIF:

LQSIF SECURITY DETAILS
Share Structure

Market Cap Market Cap
253,829,846
04/16/2021
Authorized Shares
Not Available
Outstanding Shares
40,048,887
02/03/2020
Restricted
Not Available
Unrestricted
Not Available
Held at DTC
Not Available
Float
Not Available
Par Value
No Par Value
Market Value calculated only for respective security
Transfer Agent

Not Available

https://www.otcmarkets.com/stock/LQSIF/security

Wow reverse split and terms were complicated on this deal

YSSCF one for 18.353 reverse split:

https://otce.finra.org/otce/dailyList?viewType=Symbol%2FName%20Changes

Effective March 24,2021 YSS Corp. will change to Nova Cannabis Inc.:

https://otce.finra.org/otce/dailyList?viewType=Symbol%2FName%20Changes

2021-03-22 12:39 ET - News Release

Also News Release (C-CLIQ) Alcanna Inc

An anonymous director of YSS reports

ALCANNA INC. AND YSS CORP. ANNOUNCE CLOSING OF REVERSE TAKEOVER AND CREATION OF "NOVA CANNABIS INC."

YSS Corp. and Alcanna Inc. have completed their business combination, previously announced on Jan. 18, 2021, which resulted in a reverse takeover of YSS pursuant to the policies of the TSX Venture Exchange and a name change of YSS to Nova Cannabis Inc. 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.

Darren Karasiuk, Director, President and Chief Executive Officer ( Toronto, Ontario )

Mr. Karasiuk served as Chief Commercial Officer of Aurora Cannabis Inc. ("Aurora") where he had oversight of key customer facing and revenue driving functions, including sales, marketing, consumer insights and analytics. During his tenure, he helped Aurora achieve leadership in the Canadian recreational and medical cannabis markets, as well as Europe. Mr. Karasiuk joined Aurora through the acquisition of MedReleaf Corp., where he served first as Vice-President, Strategy and later as Senior Vice-President and General Manager of the Recreational business. Prior to joining MedReleaf, Mr. Karasiuk was Vice-President, Insights and Advisory at Deloitte. Mr. Karasiuk has served on Alcanna's board since 2019 and holds an MA from Western University as well as an MBA from Kellogg-Schulich. Mr. Karasiuk resigned from the Alcanna board on closing of the Transaction.

James Burns, Chair ( Edmonton, Alberta )

Mr. Burns has been Vice-Chair and Chief Executive Officer of Alcanna since December 2017 after joining the board in June 2017 and being named lead director and placed in charge of developing Alcanna's cannabis strategy. Throughout a 45-year career, he has been: a partner at Gordon Capital Corporation and Gordon Investment Corporation in their private equity business; co-owner, director and CFO at Scott's Restaurants and priszm brandz; Managing Director at CIBC Capital Markets; and Chief of Staff to the Deputy Prime Minister of Canada and Chair of the Chiefs of Staff Committee. Mr. Burns holds a B. Comm. (Honours) from Queen's University School of Business and a Master of Science (Mark of Distinction) in Politics of the World Economy from the London School of Economics.

Thomas Bitove, Director ( Toronto, Ontario )

Mr. Bitove has worked in many aspects of multi-unit operations for his entire career. Just a few of the businesses he has owned and operated include: Hard Rock Cafe; a 32 store Big Boy chain; 35 separate restaurants and concessions at Toronto Pearson airport; and 17 Travel Centres along the 401 and 400 in Ontario. Mr. Bitove is the exclusive distributor of Red Bull Energy Drink in Ontario and British Columbia and owner of ColdHaus Direct Inc, a major distributor of beer and wine in Ontario. Mr. Bitove served 12 years on the board of Intrinsyc Technologies, a TSX-listed public company. Mr. Bitove was invested into the Order of Ontario, Ontario's highest honour for a citizen. The award recognizes his charitable contributions to the people of Ontario and Canada as well as his business successes.

Ross Sinclair, Director ( Toronto, Ontario )

Mr. Sinclair was a partner with PricewaterhouseCoopers LLP ("PwC") and has more than 25 years of experience as a partner. Mr. Sinclair retired from PwC on June 30, 2020. He has had extensive experience with clients across several industries including consumer products, retail, real estate, health care and private equity. Mr. Sinclair has served many clients advising on critical business issues, transactions and restructurings in addition to his experience as a lead audit partner on both public and private enterprises. Mr. Sinclair's experience includes PwC Canada leadership roles as Income Trust and IPO Services Group Leader, as well as Retail & Consumer Products National and GTA Industry Leader. Mr. Sinclair has significant experience working with clients on their capital markets projects and needs, including numerous equity, debt and initial public offering and RTOs. Mr. Sinclair has also served as the overall audit engagement leader on several Canadian retailers and other public companies including both US GAAP, SEC, OSC and IFRS reporting responsibilities. Mr. Sinclair was a designated Trustees on the Continuum REIT IPO in the fall of 2019 and is an Advisory Board member and investor in Arch Corporation.

Ron Hozjan, Director ( Calgary, Alberta )

Mr. Hozjan has served as a director of YSS since June 2018 and is currently a member of YSS' audit committee and corporate governance and compensation committee. Since January 2020, Mr. Hozjan has held the role of Vice President, Finance and Chief Financial Officer of Aureus Energy Services Inc. Prior thereto, he served as Vice President, Finance and Chief Financial Officer of Tamarack Valley Energy Ltd. (TSX: TVE) from June 2010 until January 2020. Mr. Hozjan has also served as a director of Aloha Brands Inc. since April 2019.

Marcie Kiziak, Chief Operating Officer ( Edmonton, Alberta )

Ms. Kiziak, currently President of Alcanna's cannabis division, has led the retail cannabis business since she took over in July 2018. Ms. Kiziak was Alcanna's lead executive in designing and executing the strategy to launch the Nova brand, starting with 5 stores at legalization day. Ms. Kiziak has led the growth in the business to Nova's current 34 stores. Ms. Kiziak joined Alcanna in February 2018 as Senior Vice President, Human Resources and continues in that role concurrently with running Nova. Prior to joining Alcanna, Ms. Kiziak was the Vice President of Human Resources and Safety for Corrosion and Abrasion Solutions Ltd. from 2013 until 2017 which included a secondment into operations to lead a business transformation. Ms. Kiziak also spent 15 years in the oil and gas and construction sectors focused on senior HR Leadership, M&A and Integration. Ms. Kiziak holds a Bachelor of Management Degree with a Major in Human Resources and is a Chartered Professional in Human Resources.

David Gordey, Chief Financial Officer ( Edmonton, Alberta )

Mr. Gordey will act as Chief Financial Officer of Nova and will also continue in his position of Executive Vice President, Corporate Services and Chief Financial Officer of Alcanna. Mr. Gordey assumed the role of Executive Vice President, Corporate Services and Chief Financial Officer of Alcanna in April 2018. Mr. Gordey served as Chief Operating Officer, Liquor from July 2016 to April 2018, and Senior Vice President and Chief Financial Officer from May 2014 to July 2016, after joining Liquor Stores N.A. Ltd. in March 2012 as Vice President, Finance. Mr. Gordey is a Chartered Professional Accountant, formerly of KPMG LLP (Edmonton).

Matthew Hewson, Corporate Secretary (Edmonton, Alberta)

Mr. Hewson is Alcanna's General Counsel, Senior Vice President, Regulatory Affairs & HR and Corporate Secretary. Mr. Hewson joined Alcanna in 2013 and assumed the role of General Counsel in 2016. Prior to joining Alcanna, Mr. Hewson worked as a corporate/commercial lawyer at a national law firm.

Additional Information for YSS Shareholders

Registered holders of pre-Consolidation YSS Shares will receive a letter of transmittal by mail, from the transfer agent of Nova, Odyssey Trust Company, advising of the completion of the Consolidation, the Name Change and the Transaction, and providing instructions to exchange share certificates or DRS statements representing pre-Consolidation YSS Shares for their entitlement to Nova Shares. Non-registered shareholders holding YSS Shares through an intermediary (a securities broker, dealer, bank or financial institution) should be aware that the intermediary may have different procedures for processing the Consolidation and the Name Change than those that will be put in place for registered shareholders. If shareholders hold their YSS Shares through intermediaries and have questions in this regard, they are encouraged to contact their intermediaries. Further details regarding the Concurrent Financing, the Transaction, the Name Change, the Consolidation, and the Amalgamation are set out in the management information circular of YSS dated February 12, 2021, which is available on SEDAR (www.sedar.com) under Nova's issuer profile.

About Nova

Immediately upon completion of the Transaction, Nova will have 53 cannabis retail locations in Alberta, Saskatchewan and Ontario. These cannabis retail locations range in size from 1,200 to 5,600 square feet and are operated under the "Nova Cannabis", "Deep Discount Cannabis", "Value Buds", "YSS", and "Sweet Tree" brands. Nova has more than 20 additional cannabis retail locations in development for 2021. The majority of Nova's cannabis retail locations (including locations previously operated by YSS) are expected to be re-branded as "Value Buds" and will target the value-conscious consumer, an under-served segment of the market that is estimated to account for approximately 70% of total recreational cannabis market in Canada (both legal and illicit).

Alcanna will provide management and administrative services to Nova, at a cost that is anticipated to be far less than a stand-alone company could achieve, until Nova reaches the critical size to bring those services in-house. Alcanna and Nova expect to enter into a management and administrative services agreement for an initial two-year term. Alcanna will also provide lease guarantees for Nova and make available to Nova an operating line of credit without standby fees for up to $10 million at prime plus 2.75% for growth, including new store builds, acquisitions and general corporate and working capital purposes. The operating line of credit will be drawable at Nova's sole discretion and will be secured by a charge on all of the personal property of Nova. A copy of the Investor Rights Agreement will be available on Nova's SEDAR profile at www.sedar.com.

In connection with the Transaction, PricewaterhouseCoopers LLP is anticipated to be appointed as the auditors of Nova following the release of the audited financial statements of YSS for the year ended December 31, 2020.

About Alcanna

Alcanna is one of the largest private sector retailers of alcohol in North America and the largest in Canada by number of stores - operating 196 locations in Alberta and British Columbia. Alcanna is incorporated under the laws of Canada, and its common shares and convertible subordinated debentures trade on the Toronto Stock Exchange under the symbols "CLIQ" and "CLIQ.DB", respectively. Additional information about Alcanna is available at www.sedar.com and www.alcanna.com.

Prior to the Transaction, Alcanna did not hold any securities of YSS. An early warning report will be filed by Alcanna in respect of Nova in accordance with applicable Canadian securities laws. As of the date of this news release, neither Nova nor Alcanna are aware of any plans nor have any future intentions which would relate to or result in any of the matters contemplated by Item 5 of Form 62-103F1 Required Disclosure Under the Early Warning Requirements. To obtain a copy of the early warning report, see the contact information below for Darren Karasiuk.

Advisors

Eight Capital acted as exclusive financial advisor to Alcanna with respect to the Transaction. Cormark acted as financial advisor to YSS with respect the Concurrent Financing. Bennett Jones LLP acted as legal advisor to Alcanna and the ACS Entities. Stikeman Elliott LLP acted as legal advisor to YSS.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

We seek Safe Harbor.

© 2021 Canjex Publishing Ltd. All rights reserved.

Looks like it will begin trading as Nova Cannabis (NOVC) in Canada on Wed March 24th. Actual deal expected to close Mar 22 and there should be a halt and news release on that day if everything is approved by the exchange.

The approx share count will be 58M outstanding after the reverse takeover of YSS Corp. The addition of Alcanna's stores to those of Yss Corp should result in a Canadian cannabis retail store count of approx 53 till we hear otherwise.

Looks like the combined entity will be profitable or very close to it right out of the gate and should garner plenty of interest after having secured and closed a recent $40m financing at $3 per share.

YSSCF .16 Took a little starter here.I like it.They have a Big Brother w/deep Pockets

https://www.barchart.com/stocks/quotes/YSSCF/technical-chart?plot=CANDLE&volume=total&data=WO&density=X&pricesOn=1&asPctChange=0&logscale=1&indicators=BBANDS(20,2);SMA(13);PTP(50);SRSI(14,14);WILLR(14,40);ADX(14);ACCUM;MACD(12,26,9);RSI(14,100);SMA(50)&sym=YSSCF&grid=1&height=500&studyheight=100


glta

This stock still trading ?

YSS Corp. Announces Preliminary Q2 2020 Results and Operational Update


Jul 23, 2020, 07:00 ET


CALGARY, AB, July 23, 2020 /CNW/ - YSS Corp.™ (the "Company" or "YSS") (TSXV: YSS) (WKN: A2PMAX), a premier Canadian cannabis retailer with operations under the YSSTM and Sweet TreeTM brands and a trusted destination to explore and discover cannabis in Canada, is pleased to announce preliminary Q2 2020 financial results and provide an operational update.

Q2 2020 Highlights

Revenue of $4.7 million increased 12% over Q1 2020 and exceeded the Company's Q2 2020 outlook of $4.6 million.
Gross margin of $1.4 million was 6% higher than Q1 2020 and exceeded the Company's Q2 2020 outlook of $1.3 million.
Store-Level EBITDA1 of $358,000 represents a 131% increase over the previous quarter.
General and administrative costs of $671,000 were $149,000 (18%) lower than in Q1 2020.
By the end of Q2 2020, YSS had successfully increased the number of EBITDA1 positive stores to 15 compared to 13 at the end of the previous quarter.

Operational Update

Positive growth trends have prevailed through the first half of 2020 and have continued into July. Based on data reported by Statistics Canada for the first five months of 2020, Canada and Alberta are on-pace to exceed $2.0 billion and $450 million in retail cannabis sales in 2020, respectively, which would represent an increase from $1.2 billion and $255 million, respectively, in 2019 annual retail sales.

Concurrent with this growth, YSS has taken steps to improve operational efficiencies. These steps, combined with increased same-store sales, have resulted in store-level EBITDA1 margin improvement from 4% in Q1 2020 to 8% in Q2 2020 with the expectation to exceed 10% in Q3 2020.

YSS remains on target to exit 2020 with positive run-rate corporate EBITDA1. This goal would be accelerated if the Company maintains a consistent pace of same-store growth for the remainder of 2020 and realizes positive contribution from opening and operating additional stores in 2020. Construction on the next two YSS stores, located in Waterloo and Edmonton, is expected to commence in the coming weeks.

With $4.6 million of cash and no debt at the end of Q1 2020, YSS has ample capital to support ongoing same-store growth and complete the construction of planned new stores in Alberta and Ontario while maintaining the financial flexibility to pursue strategic acquisition opportunities.

1 Non-IFRS measure. Store-Level EBITDA is defined as revenue less cost of goods sold and operating costs before corporate general & administrative expenses, and Corporate EBITDA is defined as Store-Level EBITDA less corporate general & administrative costs.

Concurrent with this press release, the Company has posted an updated corporate presentation on the investor portal of the YSS website at:

https://ysscorp.ca/investors.

During the COVID-19 pandemic, YSS and Sweet Tree stores have remained open, with operations continuing without meaningful disruption. In the face of COVID-19, YSS' business value of trust has been prioritized more than ever. The Company cares deeply about the safety and well-being of its employees, customers, and partners, and is pleased with the positive outcome of measures put in place to ensure stores are clean and safe, and with the success to date of its click and collect program, which minimizes the in-store time required for customers.

Additional Information

Selected financial and operational information is outlined in this press release and should be read in conjunction with YSS' the audited consolidated financial statements for the quarter ended March 31, 2020 and the related management's discussion and analysis ("MD&A"), each of which is filed on SEDAR at www.sedar.com and posted to the Company's website at www.ysscorp.ca/.

For information on store locations, updates on promotions, store openings and to access the Company's click and collect service please visit www.ysscorp.ca, www.sweettreecannabis.com and follow us on social media.

For additional information regarding YSS Corp. please see the Company's website at www.ysscorp.ca/investors and filings available under the Company's profile on SEDAR at www.sedar.com.

ALZTF changed to YSSCF:

https://otce.finra.org/otce/dailyList?viewType=Symbol%2FName%20Changes

Is everyone gone?

ALZTF: effective June 17,2019 a one for 6 reverse split:

https://otce.finra.org/otce/dailyList?viewType=Symbol%2FName%20Changes

Solo Growth Corp. changed to YSS Corp.:

https://otce.finra.org/otce/dailyList?viewType=Symbol%2FName%20Changes

Heard 6:1, but that is all I know. Got out at .058 awhile back. Unsure about retail right now. GL

Does it say how much of a rs ?

YW

Thanks!

Mailed out to shareholders

Notice Of ANNUAL General and Special..
Meeting.

To Be Held May 29, 2019.

(d) By ordinary resolution, to ratify and approve the Company's stock option plan for the ensuing year.
(e) They Want to Change Name Of Company to "YSS".
(f) Also By special resolution , to approve consolidation of the Common Shares issued and outstanding;

As Well as Usual "Fix" Board of Directors / Elect the Directors od the Company.

I can post info when I get home check back this evening

Hey would you let me know where the reverse split info was posted?

YW

Whew, thanks! Good to know. Hadn't bought in yet and now I think I'll put this on hold.

Yes I believe people thought a few possibilities:

1. Convert all liquor stores to Cannabis stores

2. Being able to sell Cannabis in these liquor stores

Right now there are a lot of unknowns with the reverse split coming up. I no longer own this here, my stop loss was triggered awhile back. Good luck if you buy in!

Hey what is the significance of their not being part of the Solo Growth liquor chain? Were a lot of people counting on that as part of their value?

Hi guys, good time to buy?

Sooner than later : )

Ready for this channel to break into .06's

Ready :)

Keep an eye on this one, very bullish weekly uptrend with huge volume and rising 20 day avg volume. Ask at 0.07 was 5 million last week and its now half and bid is rising.

Opened a starter here adding a few more today

I’m attaching my email from investors relations looks like next round is ours, if not loaded grab them now.


Hi-

Happy Easter. Solo Growth was not a recipient of a license in this additional release. However, the Company is hopeful they will be selected in the next tranche. However, Solo views this development as a positive indicator that both the supply dynamic is improving and AGLC is doing everything they can to issue new licenses. It's only been two months since the last issue - ten in Feb - and instead of only issuing ten additional licenses this round, they increased that to 26.
Thanks again for your note and please don’t hesitate to reach out with any further questions.

Cindy Gray, MBA
CEO & Managing Director
5 Quarters Investor Relations, Inc.
403.231.4372 Office | 403.828.0146 Cell
cgray@5qir.com | www.5qir.com

Taking Investor Relations Beyond 4 Quarters

I hear you, gotta large stash set aside, honestly gonna unwrap this xmass 2020. :)

When? That's my only question here. Holding and ready to go.

https://www.google.com/amp/s/calgaryherald.com/cannabis/cannabis-business/aglc-issuing-26-more-cannabis-retail-licences/amp

No worries I’ve tried to low ball for best price every now and then just hard to get filled now..keep trying I do. GL

I'm not lowballing it. I haven't even attempted a trade because E*Trade was showing 0 volume.

No it trades but the bid is higher shares are tight for low ballers

So is it halted on OTCBB now? Why no trades? Do I need to buy on the Frankfurt stock exchange?

Frankfurt Exchange

http://crweworld.com/article/news-provided-by-globenewswire/1051617/solo-growth-announces-listing-on-frankfurt-stock-exchange#

AGLC has signed contracts with the following federally Licensed Producers: Supplying Solo and other Retail Stores

7Acres
ABCann
Acreage Pharms
AgMedica Bioscience Inc.
Aphria
Aurora Cannabis Enterprises Inc.
Blissco
Broken Coast Cannabis Ltd.
CannTrust Inc.
Canopy Growth
Emerald Health Therapeutics Canada Inc.
Emblem Cannabis
High Park Farms Ltd.
Maricann Inc.
MedReleaf
Organigram Inc.
Starseed Medicinal Inc
Sundial Growers
Tantalus Labs
TerrAscend Canada Inc.
Up Cannabis Inc.
WeedMD Rx Inc.
Zenabis

Yeah, maybe they will in the future.

The valuation is only slowed down by the gorvernmental AGLC and the Federal control systems in place.

Once the production demand is met, the investing world will turn to the cannabis retail market, which will grow rapidly.

These guys should rs so we can get moving

Annual Meeting
The Annual Meeting is set for May 23. Almost certain we will get some Updates before the meeting.

https://www.visualcapitalist.com/why-retail-cannabis-could-be-the-next-big-investment-boom/