SOL Global Announces Proposed Debt Settlement Transaction and Proposed Warrant Repricing

Rhea-AI Summary

SOL Global Investments Corp. (CSE: SOL) has announced two significant financial transactions. First, the company plans to settle approximately $6.63 million in debt through the issuance of 66.3 million common shares at $0.10 per share. This includes related party transactions with insiders who will receive Settlement Shares. Second, SOL Global intends to reprice its outstanding warrants to reduce the exercise price to C$0.12 per share. The repricing affects warrants issued between December 2024 and March 2025, originally priced between C$0.30 and C$0.65. The warrant expiry dates will remain unchanged, but include an acceleration clause if share prices exceed the amended exercise price by more than 25% for 10 consecutive trading days.

Positive

• Debt settlement of $6.63M improves company's balance sheet by reducing accrued liabilities
• Settlement shares issued at $0.10 represent a premium to market price
• Warrant repricing to $0.12 may incentivize warrant exercise and bring additional capital

Negative

• Significant share dilution with issuance of 66.3M new shares for debt settlement
• Related party transactions with insiders may raise governance concerns
• Warrant repricing represents significant reduction from original prices ($0.30-$0.65), indicating potential company struggles

Toronto, Ontario--(Newsfile Corp. - June 17, 2025) - SOL Global Investments Corp. (CSE: SOL) (FSE: 9SB) ("SOL Global" or the "Company"), one of the first publicly traded companies focused on institutional Solana investments, is pleased to announce that it expects to settle outstanding indebtedness totalling approximately $6,630,528 with a number of creditors (the "Creditors") of the Company through the issuance of 66,305,278 common shares in the capital of the Company (each, a "Settlement Share" and collectively, the "Settlement Shares") at a deemed price of $0.10 per Settlement Share, a premium to the market price (the "Settlement").

The proposed issuances of Settlement Shares to 2750575 Ontario Limited ("275"), John Zorbas, Mehdi Azodi and Jason Batista (collectively, the "Directors" and together with 275, the "Insiders") pursuant to the Settlement (the "Related Party Issuances") will each be a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"), as Pad Gopal, SOL Global's Chief Financial Officer, is the principal shareholder of 275 and each of the Directors is a director of the Company. 275 is a Creditor entitled to receive an aggregate of 1,412,500 Settlement Shares in settlement of indebtedness of approximately $141,250, and the Directors are each entitled to receive an aggregate of 700,000 Settlement Shares in settlement of indebtedness of approximately $70,000, respectively. The Related Party Issuances are 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 issuable to, and the consideration to be paid by, the Insiders does not exceed 25% of the Company's market capitalization. The Related Party Issuances have been approved by those directors of the Company who are independent in connection with such issuances. No special committee was established in connection with the Related Party Issuances, 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.

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 Settlement and the issuance of the Settlement Shares remain subject to SOL Global entering into final agreements with each of the Creditors, applicable securities law and the policies of the Canadian Securities Exchange (the "CSE").

Warrant Repricing

The Company further announces its intention to amend the terms of all of the Company's outstanding common share purchase warrants (the "Repriced Warrants") to reduce the exercise price to C$0.12 (the "Warrant Repricing") per common share (each, a "Share" and collectively, the "Shares"), subject to compliance with the policies of the CSE including consent from warrant holders.

The Repriced Warrants were originally issued by the Company as follows:

Date of Issuance	Number of Original Warrants Issued	Number of Repriced Warrants	Original Exercise Price (C$)	Amended Exercise Price (C$)	Expiry Date
December 3, 2024	9,000,000	5,575,000	$0.30	$0.12	December 3, 2026
January 21, 2025	7,272,000	7,272,000	$0.55	$0.12	January 21, 2026
March 6, 2025	2,000,000	2,000,000	$0.65	$0.12	February 12, 2026

 

The respective expiry date of the Repriced Warrants after the Warrant Repricing will remain unchanged. Following the Warrant Repricing, if, at any time, the closing price of the Shares, as quoted by the CSE, exceeds the amended exercise price by more than 25% for 10 consecutive trading days (the "Acceleration Trigger"), the expiration date of the Repriced Warrants will be accelerated to the date that is 37 days after the Acceleration Trigger. The proposed Warrant Repricing is subject to the consent of all the holders of the Repriced Warrants and the policies of the CSE. None of the Repriced Warrants are beneficially owned, directly or indirectly, by related parties of the Company and the Repriced Warrants are not listed on the CSE.

Holders of the Repriced Warrants may contact the Company at info@solglobal.com should they have any questions or wish to exercise their Repriced Warrants. Subject to the Warrant Repricing becoming effective, the original certificate representing the Repriced Warrants, together with a duly completed exercise form, will be accepted together with payment made to SOL Global Investments Corp., in accordance with the instructions provided on the certificate representing the Repriced Warrants.

About SOL Global Investments Corp.

SOL Global is pioneering institutional investment in the Solana ecosystem. As one of the first publicly traded companies globally focused on Solana investment, SOL Global aims to provide unprecedented public exposure to the Solana blockchain through token acquisition, staking for yield generation, and investments in early-stage ventures being built on Solana.

Contact Information

SOL Global Investments Corp.
Pad Gopal, CFO
Tel: 212-729-9208
Email: info@solglobal.com
Website: https://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 Related Party Issuances and the Warrant Repricing and the terms thereof; the Company's aim to provide unprecedented public exposure to the Solana blockchain through token acquisition, staking for yield generation, and investments in early-stage ventures being built on Solana; 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, Related Party Issuances and the Warrant Repricing 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, divest its current investment partnerships and minority holdings and source and complete investments in early-stage ventures being built on Solana; the growth of the Solana ecosystem; growth and development of decentralized finance and the digital asset sector; rules and regulations with respect to decentralized finance and digital assets; the receipt of the consent of all of the holders of the Repriced Warrants; and general business, economic, competitive, political and social uncertainties. There is no certainty that SOL Global will complete the Settlement or the Warrant Repricing on the terms provided herein or at all, or that SOL Global will be able to negotiate and enter into final agreements with each of the Creditors in respect of the Settlement or obtain the consent of the holders of the Repriced Warrants in connection with the Warrant Repricing. In the event that SOL Global enters into settlement agreements with some but not all of the Creditors, SOL Global may enter issue fewer than the number of Settlement Shares provided herein. In the event SOL Global does not obtain the consent of all of the holders of the Repriced Warrants, the Warrant Repricing will not take effect. 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. SOL Global is not an affiliate of Solana and does not produce blockchain technology.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/255809

FAQ

What is the total value of debt being settled by SOL Global (SOLCF)?

SOL Global is settling approximately $6,630,528 in outstanding debt through the issuance of shares.

How many shares will SOL Global issue for the debt settlement?

The company will issue 66,305,278 common shares at a deemed price of $0.10 per share.

What is the new exercise price for SOL Global's repriced warrants?

All outstanding warrants will be repriced to C$0.12 per share, down from original prices ranging from C$0.30 to C$0.65.

How will the warrant acceleration clause work for SOL Global?

If shares trade above the amended exercise price by more than 25% for 10 consecutive trading days, the warrant expiry will accelerate to 37 days after this trigger.

Who are the insiders receiving settlement shares in the SOL Global debt transaction?

The insiders include 2750575 Ontario Limited (1,412,500 shares), and Directors John Zorbas, Mehdi Azodi, and Jason Batista (700,000 shares each).