Mr. Paul Kania reports
SOL GLOBAL ANNOUNCES ABOVE MARKET DEBT SETTLEMENT TRANSACTION AS PART OF RECENTLY ANNOUNCED SOLANA FOCUSED RESTRUCTURING
As of today's date, SOL Global Investments Corp. has reached an agreement with a number of creditors of the company to settle outstanding indebtedness totalling $9,598,162 through the issuance of 23,995,405 common shares of the company at a deemed price of 40 cents per settlement share, a premium to the market price.
"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 Global's interim chief executive officer and chief financial officer 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. 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), as Paul Kania, SOL Global's interim chief executive officer and chief financial officer, is the principal shareholder of PLK and Mr. Gopal is a vice-president of the company. PLK is a creditor entitled to receive an aggregate of three million settlement shares in settlement of indebtedness of approximately $1.2-million, and Mr. 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 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 does not exceed 25 per cent of the company's market capitalization. The proposed issuance of settlement shares to PLK and Mr. 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 fewer 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.
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