Settlement Amount of $68.5 million Plus Principal and Interest
TORONTO–(BUSINESS WIRE)–SOL Global Investments Corp. (“SOL Global” or the “Company”) (CSE: SOL) (OTCPK: SOLCF) (Frankfurt: 9SB) is pleased to announce that the litigation relating to a senior, secured non-convertible debenture issued and sold to 1235 Fund LP (“1235”) in the principal amount of CAD$50 million and bearing interest at 6.0% per annum (the “Debenture”) has been settled. As previously disclosed, SOL Global had commenced legal proceedings in New York against 1235 and another entity, and 1235 had commenced legal proceedings against SOL Global and others in Ontario. Both legal proceedings concerned the interpretation of the Debenture and related agreements and the rights of the parties under these agreements.
Pursuant to the settlement, a subsidiary of SOL Global will acquire all of 1235’s rights under the Debenture for CAD $120 million (which is CAD $68.5 million above the Debenture’s principal and accrued interest), which will be paid on September 7, 2021. To partially fund the acquisition, the subsidiary will receive an equity investment from SOL Global which has entered into a loan agreement with an arm’s length private lender for a secured loan in the principal amount of CAD$50 million (the “Loan”). The Loan will have a term of 12 months and will bear interest at the rate of 9% per annum. The Loan will be secured by a general security agreement.
“SOL Global is pleased that the litigation is at an end,” said SOL Global CEO, Andy DeFrancesco. “Although SOL Global’s subsidiary has sufficient holdings to fully fund the acquisition, we decided to take on a small loan rather than fund the acquisition solely from a sell down of our portfolio, as we see significant upside in our core holdings.”
“1235 can confirm that the litigation with SOL Global concerning the Debenture has been settled on a mutually acceptable basis,” said the Director of the General Partner of 1235.
About SOL Global Investments Corp.:
SOL Global is a diversified investment and private equity holding company engaged in the small and mid-cap sectors. The Company’s investment partnerships range from minority positions to large strategic holdings with active advisory mandates. The Company’s six primary business segments include Retail (QSR & Hospitality), Agriculture including Cannabis, Technology (with a focus on Clean-Tech and EVs), Esports and Gaming, Cryptocurrency, and New Age Wellness.
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, without limitation, the acquisition of 1235’s rights under the Debenture by a subsidiary of SOL, the Loan financing and the use of proceeds of the Loan to partially fund the acquisition of 1235’s rights under the Debenture.
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 including the inability or failure of the Company to complete the Loan financing, changes in national or regional economic, legal, regulatory and competitive conditions and a resurgence in the COVID-19 pandemic. 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 Investments Corp.
Paul Kania, CFO
Phone: (212) 729-9208
Email: [email protected]
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