SOL Global Completes $50 Million Debenture Financing and Announces Corporate Update
TORONTO, July 8, 2019 /PRNewswire/ – SOL Global Investments Corp. (“SOL Global” or the “Company“) (CSE: SOL) (OTCQB: SOLCF) (Frankfurt: 9SB) is pleased to announce that it has completed a $50,000,000 private placement financing (the “Transaction“) by way of the issue and sale of a senior secured non-convertible debenture (the “Debenture“) to an arm’s length institutional investor (the “Lender“).
The Company intends to use the net proceeds for working capital and general corporate purposes and to primarily finance the continued build-out of SOL Global’s robust hemp and CBD strategy via Heavenly Rx Ltd. and the build-out and acquisition of additional assets in Florida, Michigan and California for its previously-announced, new cannabis multi-state operator. The funds are expected to help ensure the execution of the Company’s long term vision, strategic acquisitions and its ongoing investment in top-tier talent and operations across both its hemp/CBD and THC operations.
The Debenture bears an interest rate of 6.0% per annum and will mature two (2) years from the date of closing, unless such maturity date is otherwise shortened due to the occurrence of certain independent milestones as set out within the terms and conditions of the Debenture. The Debenture may be repaid by the Company in cash or in-kind with securities held within the Company’s investment portfolio. The Debenture is not dilutive to the Company’s shareholders.
A director and senior officer of the Company and certain other shareholders (collectively, the “Guarantors“) each provided guarantees to the Lender of the Company’s obligations under the Debenture. The Company is not compensating the Guarantors for providing such guarantees or assuming or otherwise becoming subject to any liabilities of the Guarantors in connection with them providing these guarantees. The director and officer disclosed his interest in the Transaction as a result of the guarantee and did not participate in the board of directors’ deliberations relating to the delivery of such guarantee and did not vote on the resolutions approving the Transaction. The provision of these guarantees by the director and officer and by the other Guarantors did not constitute “related party transactions” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.
SOL Global today announces that Mr. Jonathan Gilbert has resigned as the President of the Company’s wholly-owned subsidiary, Impact Biosciences Inc. (formerly Scythian Biosciences Inc.) (“Impact“). In addition, the Company has discontinued its previously-announced plans to spin off Impact into a new, independent public company. Impact will continue to assess its options in regard to the continuing research and development of its proprietary Cannabinoid combination drug candidate for the treatment of concussions and traumatic brain injury, which is being conducted by the University of Miami and its world-renowned neuroscientific team. The mission of the study is to bring to market the first accepted cannabinoid drug regimen for concussive treatment.
About SOL Global Investments Corp.
SOL Global is an international investment company with a focus on, but not limited to, cannabis and cannabis related companies in legal U.S. states, the hemp and CBD marketplaces and the emerging European cannabis and hemp marketplaces. Its strategic investments and partnerships across cultivation, distribution and retail complement the company’s R&D program with the University of Miami. It is this comprehensive approach that is positioning SOL Global as a future frontrunner in the United States’ medical cannabis industry.
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. The forward-looking information contained in this press release includes statements relating to the expected use of proceeds from the financing, the Company’s strategic plans, and the maturity of the Debenture.
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.
Such risk factors include, but are not limited to: the Company’s ability to comply with all applicable governmental regulations in a highly regulated business; investing in target companies or projects which have limited or no operating history and are engaged in activities currently considered illegal under US federal laws; changes in laws; limited operating history; reliance on management and key personnel; requirements for additional financing; competition; inconsistent public opinion and perception regarding the medical-use and adult-use marijuana industry; and regulatory or political change. Additional risk factors can also be found in the Company’s current MD&A and annual information form, both of which have 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. 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.