City View Green Replaces ArkenYield Stake Deal With Amalgamation and Spin-Out

City View Green Holdings Inc. has torn up its agreement to buy a 20% stake in stablecoin yield platform ArkenYield and replaced it with a fundamentally different structure: an amalgamation inside a newly created holding company, a financing of up to US$2 million, and a spin-out that would leave the Toronto-listed company holding 10% of the new entity.

The company announced on August 19, 2026 that it had entered an amended and restated securities purchase agreement dated August 12, 2026 with ArkenYield Ltd., two British Columbia shell companies and ArkenYield founder Conner Romanov. The deal, disclosed in a company news release, replaces in its entirety the original agreement the parties signed on September 17, 2025.

That original transaction, a purchase of 2,000,000 ArkenYield shares for $575,000 paid in City View stock and a convertible debenture, never closed. No shares, debentures, notes or warrants ever changed hands, the company said, and the cancelled structure “has been cancelled and terminated and is of no further force or effect.”

How the Revised Transaction Is Built

The new structure works through two numbered British Columbia companies. City View is the sole shareholder of one, called Newco in the release, and Newco is the sole shareholder of the other, called Finco. Under the agreement, ArkenYield will first continue from federal Canadian jurisdiction into British Columbia. Finco will then raise up to US$2,000,000 through a private placement of subscription receipts, and Finco and ArkenYield will amalgamate into a single corporation that becomes a wholly owned operating subsidiary of Newco.

After the amalgamation, Newco will complete a spin-out and share exchange under which the financing securities convert into Newco equity. City View will hold 1,000,000 Newco shares, representing 10% of the 10,000,000 Newco shares outstanding before the financing. Romanov and his advisors will hold the remaining 9,000,000 shares, or 90%. The allocation assumes a pre-money equity valuation of Newco of US$10,000,000 at US$1.00 per share, and no more than 2,000,000 additional Newco shares will be issued to financing subscribers.

City View will also issue Romanov, or an entity he controls, 2,500,000 City View common shares and 2,500,000 warrants. Each warrant entitles the holder to buy one City View share at $0.10 for three years from closing, exercisable for cash or on a cashless basis.

What the Financing Terms Actually Say

The subscription-receipt structure carries terms investors rarely see spelled out this bluntly in a news release. The proceeds will not be held in escrow or in trust. Instead, Finco will promptly advance the money to ArkenYield as an interest-free loan maturing two years after the initial advance, secured by a first-ranking general security agreement over all of ArkenYield’s present and after-acquired personal property.

Until the loan is repaid or the transaction closes, ArkenYield may use the proceeds only for working capital and general corporate purposes. It cannot, without City View’s prior written consent, pay distributions or dividends, make acquisitions or investments outside the ordinary course, pay the founder or related parties beyond arm’s-length compensation, or repay debt other than current operating liabilities. If the amalgamation becomes effective, the loan and the security agreement are extinguished by operation of law.

Investors will be told in the definitive documents that their funds may be spent before closing, that the transaction may not complete, and that they bear the economic risk that some or all of the proceeds are applied before closing or termination. Closing requires at least US$400,000 irrevocably funded to Finco and advanced to ArkenYield, along with the amalgamation and shareholder agreements, regulatory and exchange filings, and any approvals required under Canadian minority-protection rules for special transactions, including sign-off from a committee of City View’s independent directors. Either party can walk away if closing has not occurred, or the US$400,000 minimum has not been funded, by December 7, 2026.

ArkenYield’s First Live Deployment

The release also delivered the first operating metric for ArkenYield’s technology. Its infrastructure now supports Elara, a stablecoin treasury management offering by Brila Technologies, in a live on-chain deployment. As of August 17, 2026, the Elara vault carried more than US$655,000 in total value locked, with a quoted annual percentage yield of 14.74%.

Yield in the vault is generated through market-neutral strategies across stablecoins including USDC and USDT, with capital allocated across liquidity provision protocols rather than lending, directional bets or leveraged trading. ArkenYield describes itself as a digital asset yield platform that deploys capital across stablecoin pairs, protocols and blockchains using concentrated liquidity market-making strategies, aiming for returns on low-volatility assets while keeping USD-denominated principal liquid without lockups. The company says it expects the financing to significantly increase its total-value-locked capacity to support Elara’s growth and future treasury deployments.

From Cannabis Edibles to Stablecoin Yield

City View has been unwinding its identity as a cannabis company for more than a year. The Brantford, Ontario-based company, which received its federal cannabis processing licence on April 30, 2021 and built its business around cannabis-infused edibles, announced on April 3, 2025 that its board had decided to refocus from a cannabis issuer to an investment issuer. It agreed the following month to spin out its cannabis assets to existing shareholders through a statutory plan of arrangement, and consolidated its shares ten-for-one in July 2025.

The ArkenYield relationship began with a binding letter of intent announced July 15, 2025 to acquire up to 20% of the platform for $575,000, followed by the definitive agreement that September. City View then proposed renaming itself Stable Capital Holdings Inc. in connection with the change of business, and in March 2026 it announced the filing of its change-of-business documents with the Canadian Securities Exchange; the listing statement for the proposed change of business is still to be prepared. Along the way it has raised money in small increments, including a $725,000 non-brokered private placement completed in May 2026 and nearly $900,000 of debt settled for shares at $0.07.

The exchange has not yet approved the change of business, which remains a separate track requiring both exchange and shareholder approval. The restructured ArkenYield transaction, notably, is not conditional on that approval, nor on any listing of Newco shares. The company’s news release history on the CSE shows the change-of-business filing still pending as the deal machinery moves around it.

City View’s cannabis heritage makes the pivot unusual in the sector: rather than chasing U.S. multi-state operator consolidation of the kind seen in C21 Investments’ shareholder-approved sale, the company is converting its public listing into a vehicle for digital-asset infrastructure, a corner of finance the industry has flirted with for years in payments, as MyCannabis has covered in its reporting on DeFi and crypto payments in the cannabis industry. Whether the restructured deal closes now rests on the US$400,000 funding threshold and the December 7, 2026 outside date.