SOL Global Announces Above Market Debt Settlement Transaction as Part of Recently Announced Solana Focused Restructuring

Rhea-AI Summary

SOL Global Investments (CSE: SOL, OTC: SOLCF) has announced a significant debt settlement agreement with creditors, converting $9,598,162 of outstanding debt into 23,995,405 common shares at $0.40 per share. This settlement, occurring at a premium to market price, includes related-party transactions with PLK Accounting & Finance Inc. receiving 3,000,000 shares for $1,200,000 debt and Pad Gopal receiving 500,000 shares for $200,000 debt.

The settlement shares will have a four-month statutory hold period for Canadian holders, while shares issued to non-Canadian creditors will be freely tradable. Upon completing the reorganization scheduled for February, SOL Global aims to become debt-free and transform into a Solana-focused pureplay company.

Positive

• Complete elimination of $9.6M in debt through share issuance
• Debt settlement at premium to market price ($0.40 per share)
• Company to become debt-free post-February reorganization
• Enhanced ability to raise future capital with clean balance sheet

Negative

• Significant shareholder dilution through issuance of 24M new shares
• Related party transactions with management raising potential conflicts of interest

UPON COMPLETING THE REORGANIZATION SCHEDULED FOR FEBRUARY, SOL GLOBAL WILL BE DEBT FREE AND A SOLANA FOCUSED PUREPLAY

Toronto, Ontario--(Newsfile Corp. - December 31, 2024) - SOL Global Investments Corp. (CSE: SOL) (OTC Pink: SOLCF) (FSE: 9SB) ("SOL Global" or the "Company") is pleased to announce that, as of today's date, it has reached an agreement with a number of creditors (the "Creditors") of the Company to settle outstanding indebtedness totaling $9,598,162 through the issuance of 23,995,405 Common Shares of the Company (each, a "Settlement Share" and collectively, the "Settlement Shares") at a deemed price of $0.40 per Settlement Share, a premium to the market price (the "Settlement").

"This final debt settlement will enable SOL Global to raise capital much easier and attract institutional participation in future equity financings, as a result of a liability free balance sheet," stated SOL's Interim CEO, CFO Paul Kania.

The Settlement Shares issued in connection with the Settlement will be subject to a statutory hold period expiring four months and one day after the date of issuance pursuant to National Instrument 45-102 - Resale of Securities, other than the Settlement Shares issued to Creditors outside of Canada which will be freely tradable pursuant to available exemptions.

The proposed issuances of Settlement Shares to PLK Accounting & Finance Inc. ("PLK") and Pad Gopal pursuant to the Settlement will each 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 Chief Executive Officer and Chief Financial Officer, is the principal shareholder of PLK and Pad Gopal is a Vice President of the Company. PLK is a Creditor entitled to receive an aggregate of 3,000,000 Settlement Shares in settlement of indebtedness of approximately $1,200,000, and Pad Gopal is a Creditor entitled to receive an aggregate of 500,000 Settlement Shares in settlement of indebtedness of approximately $200,000. However, the issuances 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 proposed issuance of Settlement Shares to PLK and Pad Gopal pursuant to the Settlement has been approved by the directors of the Company who are independent in connection with such issuances. 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.

Contact Information

SOL Global Investments Corp.
Paul Kania, Interim CEO, CFO
Phone: (212) 729-9208
Email: info@solglobal.com

Caution Regarding Forward-Looking Information

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 the anticipated completion of the Settlement; the Company's intention to focus exclusively on digital asset technology and increase its investments in Solana and Solana based technologies; the Company's expectations related to divestitures of its current investment partnerships and minority holdings and the completion and expected benefits thereof; and the Company's business and investment strategies. 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 Settlement, 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/235691

FAQ

How much debt is SOL Global (SOLCF) settling through share issuance?

SOL Global is settling $9,598,162 in debt through the issuance of 23,995,405 common shares at $0.40 per share.

What is the price per share for SOLCF's debt settlement transaction?

The debt settlement is being conducted at $0.40 per share, which represents a premium to the market price.

When will SOL Global (SOLCF) complete its reorganization to become debt-free?

SOL Global's reorganization is scheduled to complete in February, after which the company will become debt-free.

How many shares are being issued to related parties in SOLCF's debt settlement?

Related parties will receive 3.5 million shares total: PLK Accounting & Finance Inc. will receive 3,000,000 shares and Pad Gopal will receive 500,000 shares.

What is the holding period for SOLCF's debt settlement shares?

Shares issued to Canadian holders have a four-month statutory hold period, while shares issued to non-Canadian creditors will be freely tradable.