SOL Global Completes Debt Settlement Transaction, Provides Corporate Update and Dispute Settlement

Rhea-AI Summary

SOL Global Investments Corp. (CSE: SOL) has announced several significant corporate updates. The company has completed a debt settlement of approximately $6.14 million through the issuance of 61.4 million common shares at $0.10 per share. A related party transaction involved the company's CFO's firm receiving 1.4 million shares.

The company is seeking warrant holder consent to amend terms of outstanding warrants, reducing the exercise price to C$0.12 for approximately 14.8 million warrants. Additionally, SOL Global has settled a dispute with Sire OC W2 Trading regarding a Solana token purchase agreement, agreeing to pay US$1.37 million in exchange for the release of 12,828 Solana tokens, with 8,683 tokens subject to vesting until January 2028.

Positive

• Debt settlement of $6.14 million improves balance sheet structure
• Settlement of legal dispute eliminates ongoing litigation risk and costs
• Recovery of 12,828 Solana tokens from dispute settlement
• Warrant repricing could incentivize exercise and bring additional capital

Negative

• Significant share dilution through issuance of 61.4 million new shares
• Additional cash obligation of US$1.37 million for dispute settlement
• 8,683 Solana tokens remain locked in vesting schedule until 2028
• Related party transaction with CFO's company raises governance concerns

Toronto, Ontario--(Newsfile Corp. - July 17, 2025) - SOL Global Investments Corp. (CSE: SOL) (FSE: 9SB) ("SOL Global" or the "Company"), is pleased to announce, further to its previous news release dated June 17, 2025, that it has settled outstanding indebtedness totalling approximately $6,139,675 with a number of creditors (the "Creditors") of the Company through the issuance of 61,396,749 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 (the "Settlement").

The issuance of Settlement Shares to 2750575 Ontario Limited ("275") pursuant to the Settlement (the "Related Party Issuance") is 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. 275 received an aggregate of 1,412,500 Settlement Shares in settlement of indebtedness of approximately $141,250. The Related Party Issuance 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 issued to, and the consideration paid by, 275 does not exceed 25% of the Company's market capitalization. The Related Party Issuance was approved by those directors of the Company who are independent in connection with such issuance. No special committee was established in connection with the Related Party Issuance, 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 previously announced that other insiders of the Company would participate in the Settlement, however 275 is the only related party or insider participant in the Settlement.

The Settlement Shares issued in connection with the Settlement are 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 are freely tradable pursuant to available exemptions.

Warrant Amendment

Further to the Company's press release dated June 17, 2025, the Company continues to seek warrant holder consents to amend the terms of all of the Company's outstanding common share purchase warrants (the "Repriced Warrants") to reduce the exercise price of such Repriced Warrants to C$0.12 (the "Warrant Repricing") per common share.

Holders of the Repriced Warrants may contact the Company at info@solglobal.com should they have any questions or require assistance in providing their consent for the Warrant Repricing

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 common hares, 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.

Dispute Settlement

The Company has entered into a settlement agreement resolving a dispute (the "Dispute") arising from a purchase and sale agreement dated January 30, 2025 (the "Purchase Agreement"), between Sire OC W2 Trading ("SOWT") and an affiliate of the Company, SOL Global Ventures Inc. ("SGV"), in connection with the purchase of 12,828 Solana tokens for a total purchase price of US$2,373,252. In connection with the Dispute, SOWT initiated civil proceedings by filing a complaint in the United States District Court for the Northern District of California (the "Statement of Claim") alleging that SGV failed to satisfy its obligations under the Purchase Agreement. Although the Statement of Claim was filed with the court, it was never formally served on the Company or SGV.

Without any admission of liability or wrongdoing, and in an effort to avoid the ongoing risk, uncertainty and costs associated with protracted litigation, the parties have agreed to a full and final settlement of all claims asserted in the Statement of Claim and related to the Dispute.

Pursuant to the Settlement Agreement, the Company will make a series of scheduled payments totaling US$1,365,000 to SOWT and SOWT will release to the Company all Solana tokens originally purchased under the Purchase Agreement. Of the 12,828 Solana tokens released, 8,683 tokens remain subject to a vesting schedule, under which a specified percentage of tokens will be incrementally released on a monthly basis, with the final release scheduled for January 7, 2028.

The Settlement Agreement contains standard confidentiality provisions and does not include any admission of liability or fault by either party and resolves all claims asserted in the Statement of Claim and pursuant to the Dispute. No further details will be disclosed regarding the settlement.

About SOL Global Investments Corp.

SOL Global is an institutional investment company in the cryptocurrency and blockchain ecosystem. SOL Global aims to provide public market exposure to blockchain technologies through token acquisitions, yield-generating strategies such as staking, and investments in early-stage ventures developing innovative blockchain-based solutions.

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, 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 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; 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. 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/259188

FAQ

What is the size of SOL Global's debt settlement transaction in July 2025?

SOL Global settled approximately $6.14 million in debt through the issuance of 61.4 million common shares at $0.10 per share.

How many warrants are affected by SOL Global's warrant repricing initiative?

The warrant repricing affects approximately 14.8 million warrants, reducing their exercise price to C$0.12, while maintaining their original expiry dates.

What are the terms of SOL Global's dispute settlement with Sire OC W2 Trading?

SOL Global agreed to pay US$1.37 million in scheduled payments and will receive 12,828 Solana tokens, with 8,683 tokens subject to vesting until January 2028.

How many Settlement Shares did SOL Global issue to related party 2750575 Ontario Limited?

2750575 Ontario Limited, controlled by SOL Global's CFO, received 1,412,500 Settlement Shares to settle approximately $141,250 in debt.

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

The proposed new exercise price for all repriced warrants is C$0.12, down from original prices ranging from C$0.30 to C$0.65.