Mr. Paul Kania reports
SOL GLOBAL ANNOUNCES C$4 MILLION BROKERED PRIVATE PLACEMENT OF UNITS
SOL Global Investments Corp. has entered into an agreement with Canaccord Genuity Corp. and Clarus Securities Inc., on behalf of a syndicate of agents, to sell on a best effort private placement basis up to 4,000 units of the company at a price of $1,000 per unit for aggregate gross proceeds of up to $4-million. The agents will have an option to arrange for the sale of up to an additional 15 per cent of units, exercisable in whole or in part in the sole discretion of the co-lead agents. Each unit shall be composed of: (i) one $1,000 principal amount unsecured convertible debenture of the company; and (ii) 1,818 common share purchase warrants of the company. Each convertible debenture will be convertible into common shares of the company at the option of the holder at any time prior to the close of business on the earlier of the first anniversary of the closing of the offering and the business day immediately preceding the date fixed for redemption of the convertible debentures by the company pursuant to the terms of the convertible debentures at a conversion price of 40 cents per common share. Each warrant shall entitle the holder to purchase one common share at the exercise price of 55 cents per common share for a period of 12 months following the closing of the offering, subject to acceleration as noted below.
If, at any time following the closing of the offering, the daily volume-weighted average trading price of the common shares on the Canadian Securities Exchange equals or exceeds 88 cents for the preceding five consecutive trading days, the company may, upon providing written notice to the holders of the warrants, accelerate the expiry date of the warrants to a date that is at least 30 days after the date of such written notice.
The convertible debentures are subject to mandatory conversion whereby, if at any time following date that is four months from the closing of the offering, the daily volume-weighted average trading price of the common shares on the exchange is greater than 55 cents per common share for the preceding 10 consecutive trading days, the company shall have the option to convert all of the principal amount of the then outstanding convertible debentures at the conversion price upon 30 days prior written notice. Holders converting convertible debentures will receive accrued and unpaid interest thereon for the period from and including the date of the latest interest payment date to, but excluding, the date of conversion.
The units will be offered on a private placement basis in such jurisdictions as the agents, and the company may mutually agree, including: (i) in all provinces of Canada pursuant to available exemptions from the prospectus requirements of those provinces; (ii) in the United States pursuant to available exemptions from U.S. registration requirements; and (iii) international or offshore jurisdictions pursuant to available exemptions from the prospectus, registration or other similar requirements in such international or offshore jurisdictions, such that no prospectus, registration statement or similar document is required to be prepared or filed by the company in any such jurisdiction, in each case in accordance with applicable laws.
All convertible debentures and warrants issued pursuant to the offering are subject to a hold period of four months plus one day from the date of issuance of such securities under applicable securities laws in Canada. Gowling WLG (Canada) LLP is acting as legal counsel to SOL Global, and Wildeboer Dellelce LLP is acting as legal counsel to the agents in respect of the offering.
The company intends to use the net proceeds of the offering to purchase Solana tokens at prevailing market prices through reputable cryptocurrency exchanges and for working capital and general corporate purposes.
The offering is scheduled to close on or about Jan. 9, 2025, and is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the exchange.
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.
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