75% of Net Proceeds Will Be Used for Additional Solana Purchases
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
TORONTO, Dec. 23, 2024 (GLOBE NEWSWIRE) — SOL Global Investments Corp. (CSE: SOL; OTC Pink: SOLCF) (FSE: 9SB) (“SOL Global” or the “Company”) is pleased to announce that it has entered into an agreement with Canaccord Genuity Corp. (“Canaccord Genuity”) and Clarus Securities Inc. (“Clarus Securities” and together with Canaccord Genuity the “Co-Lead Agents” ), on behalf of a syndicate of agents (collectively, the “Agents”), to sell on a best efforts private placement basis up to 4,000 units of the Company (the “Units”) at a price of C$1,000 per Unit for aggregate gross proceeds of up to C$4,000,000 (the “Offering”). The Agents will have an option to arrange for the sale of up to an additional 15% of Units, exercisable in whole or in part in the sole discretion of the Co-Lead Agents. Each Unit shall be comprised of (i) one C$1,000 principal amount unsecured convertible debenture of the Company (each, a “Convertible Debenture” and, collectively, the “Convertible Debentures”), and (ii) 1,818 common share purchase warrants of the Company (each, a “Warrant” and, collectively, the “Warrants”). Each Convertible Debenture will be convertible into common shares of the Company (each, a “Common Share”) at the option of the holder at any time prior to the close of business on the earlier of the first anniversary of the closing of the Offering and the business day immediately preceding the date fixed for redemption of the Convertible Debentures by the Company pursuant to the terms of the Convertible Debentures at a conversion price of C$0.40 per Common Share (the “Conversion Price”). Each Warrant shall entitle the holder to purchase one Common Share at the exercise price of C$0.55 per Common Share for a period of 12 months following the closing of the Offering, subject to acceleration as noted below.
If, at any time following the closing of the Offering, the daily volume weighted average trading price of the Common Shares on the Canadian Securities Exchange (the “Exchange”) equals or exceeds C$0.88 for the preceding five consecutive trading days, the Company may, upon providing written notice to the holders of the Warrants, accelerate the expiry date of the Warrants to a date that is at least 30 days after the date of such written notice.
The Convertible Debentures are subject to mandatory conversion whereby, if at any time following date that is four months from the closing of the Offering, the daily volume weighted average trading price of the Common Shares on the Exchange is greater than C$0.55 per Common Share for the preceding 10 consecutive trading days, the Company shall have the option to convert all of the principal amount of the then outstanding Convertible Debentures at the Conversion Price upon 30 days’ prior written notice. Holders converting Convertible Debentures will receive accrued and unpaid interest thereon for the period from and including the date of the latest interest payment date to, but excluding, the date of conversion.
The Units will be offered on a private placement basis in such jurisdictions as the Agents and the Company may mutually agree, including (i) in all provinces of Canada pursuant to available exemptions from the prospectus requirements of those provinces, (ii) in the United States pursuant to available exemptions from U.S. registration requirements, and (iii) international or offshore jurisdictions pursuant to available exemptions from the prospectus, registration or other similar requirements in such international or offshore jurisdictions, such that no prospectus, registration statement or similar document is required to be prepared or filed by the Company in any such jurisdiction, in each case in accordance with applicable laws.
All Convertible Debentures and Warrants issued pursuant to the Offering are subject to a hold period of four months plus one day from the date of issuance of such securities under applicable securities laws in Canada. Gowling WLG (Canada) LLP is acting as legal counsel to SOL Global and Wildeboer Dellelce LLP is acting as legal counsel to the Agents in respect of the Offering.
The Company intends to use the net proceeds of the Offering to purchase Solana Tokens at prevailing market prices through reputable cryptocurrency exchanges and for working capital and general corporate purposes.
The Offering is scheduled to close on or about January 9, 2025 and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals including the approval of the Exchange.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available.
For Further Information Please Contact:
SOL Global Investments Corp.
Paul Kania, Interim CEO, CFO
Tel: (212) 729-9208
Email: [email protected]
Website: https://solglobal.com/
About SOL Global Investments Corp.
SOL Global is a diversified international investment and private equity holding company. The Company is in the process of divesting its current investment partnerships and minority holdings. SOL Global recently announced the transition of investments to focus exclusively on digital asset technology, primarily on Solana and Solana based technologies.
Caution Regarding Forward-Looking Statements
This press release includes certain “forward-looking information” within the meaning of applicable Canadian securities legislation. All statements herein, other than statements of historical fact, constitute forward-looking information. Forward-looking information is frequently, but not always, identified by words such as “expects”, “anticipates”, “believes”, “intends”, “estimates”, “potential”, “possible”, and similar expressions, or statements that events, conditions, or results “will”, “may”, “could”, or “should” occur or be achieved. Forward-looking information in this press release includes, but is not limited to, statements regarding anticipated completion of the Offering; the proposed use of proceeds of the Offering; and statements relating to the Company’s intention to increase its investments in Solana. Forward-looking information reflects the beliefs, opinions and projections on the date the statements are made and are based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, technical, economic, and competitive uncertainties and contingencies, including the speculative nature of cryptocurrencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking information. Such risks, uncertainties and other factors include, without limitation, the Company’s ability to complete the Offering, on the proposed terms and the proposed timeline, or at all; the Company’s ability execute on its business and investment plans, including the Company’s ability to raise debt or equity through future financing activities and divest its current investment partnerships and minority holdings; the growth of the Solana ecosystem; growth and development of decentralized finance and digital asset sector; rules and regulations with respect to decentralized finance and digital assets; and general business, economic, competitive, political and social uncertainties. There can be no assurance that such forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on the forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
