Strong Endorsement of SOL Global's Solana Strategy from debt holders through debt for equity settlement at premium to market price
Toronto, Ontario--(Newsfile Corp. - November 8, 2024) - SOL Global Investments Corp. (CSE: SOL) (OTC Pink: SOLCF) (FSE: 9SB) ("SOL" or "the Company") is pleased to announce the following updates on its debt facilities.
Accommodation Agreement with Senior Secured Lender
SOL (the "SOL Accommodation Agreement") and House of Lithium Ltd. ("HOL"), in which SOL Global holds approximately 66% of the outstanding equity interests (the "HOL Accommodation Agreement", and together with the SOL Accommodation Agreement, the "Accommodation Agreements"), have entered into accommodation agreements with their senior secured creditor, Braebeacon Holdings Inc. ("BHI"), pursuant to which BHI has agreed to amend the loan agreements (the "Loan Agreements") between BHI and each of SOL Global and HOL. The Accommodation Agreements have granted SOL an extension until September 30, 2025, provided the Company continues to remain in good standing. The current indebtedness of SOL Global to BHI is $13,244,445 and of HOL to BHI is $15,380,471. Pursuant to the SOL Accommodation Agreement, the Company will also pay to BHI a fee of $1,200,000, which fee will be satisfied in full by the issuance of 8,000,000 common shares in the capital of the Company ("Common Shares") at a deemed price of $0.15 per Common Share. Pursuant to the HOL Accommodation Agreement, HOL will also pay to BHI a fee of $1,500,000, which fee will be paid in cash, added as principal to the indebtedness of HOL under its respective Loan Agreement with BHI.
"While we continue to emphasize on de-leveraging our balance sheet, this agreement allows us to maximize value from our investments and execution related to our new Solana focused portfolio," stated SOL's Interim CEO and CFO Paul Kania.
Debt Conversion
SOL is pleased to announce that it has reached an agreement with a number of arms-length creditors (the "Creditors") of the Company to settle (the "Settlement") outstanding indebtedness totaling $5,530,890 through the issuance of 36,872,601 Common Shares (the "Settlement Shares") at a deemed price of $0.15 per Settlement Share, a premium to the market price.
The Settlement Shares will be subject to restrictions on resale for a period of four-months-and-one-day in accordance with applicable securities laws.
"We are pleased that our new initiative has given enough confidence to convert a substantial amount of debt to stock," stated SOL's Interim CEO and CFO Paul Kania. "This allows us to put more dollars into our investment objectives."
The Settlement transaction involving PLK Accounting & Finance Inc. ("PLK") will be a related party transaction under Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions ("MI 61-101"), as Paul Kania, SOL's Interim CEO and CFO, is the principal shareholder of PLK. PLK is a Creditor entitled to receive an aggregate of 6,666,667 Settlement Shares in settlement of indebtedness of approximately $1,000,000. However, the issuance of such Settlement Shares is exempt from (i) the valuation requirement of MI 61-101 by virtue of the exemption contained in Section 5.5(b), as the Settlement Shares are not listed on a market specified in MI 61-101, and (ii) the minority shareholder approval requirement of MI 61-101 by virtue of the exemption contained in Section 5.7(1)(a) of MI 61-101, as the fair market value of such Settlement Shares does not exceed 25% of the Company's market capitalization. The participation by PLK in the Settlement transaction has been approved by directors of the Company who are independent in connection with such transaction. No special committee was established in connection with the Settlement, and no materially contrary view or abstention was expressed or made by any director of the Company in relation thereto. Further details will be included in a material change report that will be filed by the Company in connection with the completion of the Settlement. The Company anticipates that the material change report will be filed less than 21 days before the closing date of the Settlement but believes that this shorter period is reasonable and necessary in the circumstances as the Company wishes to improve its financial position by reducing its accrued liabilities as soon as possible.
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.
Cautionary Statements
This press release includes certain "forward-looking information" and "forward-looking statements" (collectively "forward-looking statements") within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein, without limitation, statements relating to the future operating or financial performance of the Company, are forward looking statements. Forward-looking statements are 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 statements in this press release relate to, among other things: statements relating to the successful closing of the Settlement and anticipated timing thereof and the intended use of proceeds. Actual future results may differ materially. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements reflect 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 respective parties, are inherently subject to significant business, technical, economic, and competitive uncertainties and contingencies. 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 statements and the parties have made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: the timing, completion and delivery of the referenced assessments and analysis. Readers should not place undue reliance on the forward-looking statements and information contained in this news release concerning these times. Except as required by law, the Company does not assume any obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
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. The Company undertakes no obligation to update or 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.
SOL Global confirms that there is no undisclosed material information of SOL Global at this time.
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