COMPANY WILL SEEK STRATEGIC ALTERNATIVES TO CLOSE THE GAP BETWEEN ITS STOCK PRICE AND ‘NAV’ TO MAXIMIZE SHAREHOLDER VALUE
ANDY DEFRANCESCO WILL TRANSITION OUT OF HIS ROLE AS CHAIRMAN AND CEO
SOL Global Investments Corp. (“SOL Global” or the “Company”) (CSE: SOL) (OTCQ: SOLCF) (Frankfurt: 9SB) announces today that it has appointed Mr. Kevin Taylor as Chief Executive Officer and Chairman of the Board of SOL Global.
Kevin Taylor is a seasoned executive with 30 years of operating experience in Fortune 500 companies based in North and South America. For the past 14 years, Kevin has served as the President and Chief Executive Officer of TEReI International Limited, a merchant bank focused on debt and equity opportunities in the small to mid-cap markets in North and South America. Mr. Taylor acts as a director for a number of companies listed on the Canadian Securities Exchange, Toronto Stock Exchange and the TSX Venture Exchange.
The Company, its board of directors and its management are considering potential strategic alternatives aimed at enhancing SOL Global’s growth and maximizing shareholder value. It is expected that the Company will review various strategies to close the gap between its stock price and net asset value (“NAV”), capital return strategies, potential strategic transactions and development of other strategic initiatives to complement SOL Global’s existing portfolio and overall business.
Effective today, SOL Global’s founder, Andy DeFrancesco, has ceased to be the Chief Executive Officer and a director of the Company, but will continue working with management to transition responsibilities, including investment decisions related to the management of the portfolio companies.
“I am incredibly proud of what we have built at SOL Global and what my team has achieved since I founded the company. I am excited for our next phase of growth as the Company continues to incubate and foster our portfolio companies in order to extract maximum value for stockholders,” said Andy DeFrancesco. “It’s incredible to have Kevin Taylor, a seasoned executive with a great track record and a trusted member of the SOL Global team, as the new CEO. I’m positive SOL Global will continue growing under his leadership.”
"On behalf of SOL Global, we thank Andy for his vision, leadership and most importantly portfolio management strategy, that has positioned SOL Global favorably with a high-quality asset base that will continue to generate growth into the future," said Kevin Taylor, director and incoming Chief Executive Officer and Chairman of the Company. "Andy’s strategic vision has left the company in a strong financial position; he has built an incredible portfolio with a focus on long-term shareholder value. Andy is always leading the pack to the next great emerging sectors and consistently positioned SOL to capitalize on those industry trends before they became mainstream. Despite the management change, SOL plans to continue operating with this ethos and looks forward to working with innovative entrepreneurs pushing the boundaries to generate industry beating ROI.”
SOL Global has entered into an agreement (the “Agreement”) with Mr. DeFrancesco dated April 24, 2022 pursuant to which Mr. DeFrancesco agreed to receive less compensation than he would have otherwise been entitled to under the terms of his employment agreement, which amount will be paid over six years. In the event SOL Global defaults under the Agreement, all of the payments to DeFrancesco are accelerated and become immediately payable, and the obligations of SOL Global shall become immediately secured by all of the assets of Blue Sky Holdings USA Inc., a wholly-owned Florida subsidiary of SOL Global which indirectly holds an approximate 68% interest in SOL Global’s real property investment in North Miami. SOL Global has also agreed: (i) not to incur any new debt except in respect of trade payables in the ordinary course and any indebtedness (up to a maximum of $10 million) to reduce the indebtedness of an existing lender of the Company; and (ii) to provide DeFrancesco participation rights in future offerings of the Company in order to maintain his respective proportionate ownership in the Company.
Cautionary Statements
This press release contains “forward-looking information” within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking information. In some cases, forward-looking information can be identified by words or phrases such as “may”, “will”, “expect”, “likely”, “should”, “would”, “plan”, “anticipate”, “intend”, “potential”, “proposed”, “estimate”, “believe” or the negative of these terms, or other similar words, expressions and grammatical variations thereof, or statements that certain events or conditions “may” or “will” happen, or by discussions of strategy. Forward-looking information contained herein include statements with respect to Mr. Taylor in his new roles for the Company and future success of the Company under his leadership; statements regarding the Company’s future plans and strategic initiatives and expected benefits thereof; opinions, beliefs and expectations regarding the Company’s business strategy, development and opportunities, and plans and objectives of management for the Company’s operations. There is no assurance that the outcomes described herein will occur in the manner described, on the expected timeline, or at all.
Forward-looking information is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management’s perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances. While we consider these assumptions to be reasonable based on information currently available to management, there is no assurance that such expectations will prove to be correct.
By their nature, forward-looking information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. A variety of factors, including known and unknown risks, many of which are beyond our control, could cause actual results to differ materially from the forward-looking information in this press release. Other risk factors include: the risks resulting from investing in the U.S. marijuana industry, which may be legal under certain state and local laws but is currently illegal under U.S. federal law; the risks of investing in securities of private companies which may limit the SOL Global’s ability to sell or otherwise liquidate those securities and realize value; reliance on management; the ability of SOL Global to service its current or future debt; SOL Global’s ability to obtain additional financing from time to time to pursue its business objectives; competition; litigation; inconsistent public opinion and perception regarding the medical-use and adult-use marijuana industry; and regulatory or political change. Additional risk factors respecting SOL Global can also be found in SOL Global’s current Management’s Discussion & Analysis, which has been filed on SEDAR and can be accessed at www.sedar.com. Readers are cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking information.
The forward-looking information contained herein is made as of the date of this press release and is based on the beliefs, estimates, expectations and opinions of management on the date such forward-looking information is made. SOL Global does not undertake any obligation to update nor revise any forward-looking information, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law.
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