TORONTO, Sept. 20, 2022 /CNW/ - SOL Global Investments Corp. (the "Company" or "SOL Global") SOL (OTCQ SOLCF) (Frankfurt: 9SB) announces that on Tuesday, September 20, 2022, it issued 4,788,852 common shares (the "Settlement Shares") of SOL Global ("Common Shares") at a deemed issue price equal to the volume weighted average price of the Common Shares on the Canadian Securities Exchange (the "CSE") for the 15-trading day period ending September 19, 2022, being $0.38 per Common Share, to reduce an aggregate of $1,819,763.76 in indebtedness of the Company (the "Share Settlement").
The Settlement Shares issued in the Share Settlement reduced debt to the Company's former CEO, Andrew DeFrancesco, in accordance with the terms of a settlement agreement dated April 25, 2022 (the "Settlement Agreement") and previously announced on April 25, 2022. Pursuant to the Settlement Agreement, the former CEO became entitled to a bonus payment of $1,819,763.76 (the "Bonus Payment"), among other amounts owing to him under the Settlement Agreement, which Mr. DeFrancesco has agreed to convert to Common Shares registered as directed by Mr. DeFrancesco. The Share Settlement will allow the Company's available cash to be utilized for further debt reduction, working capital and for the purpose of building the Company's existing asset base.
As previously announced, the former CEO had agreed, at the time his employment with the Company ended, to receive less compensation than he would have otherwise been entitled to be paid pursuant to the terms of his employment agreement. The payments due under the Settlement Agreement will be paid over a period of six years. The Bonus Payment constitutes some, but not all, of the amount due to the former CEO pursuant to the Settlement Agreement, and all future payments will be made in accordance to the terms of the Settlement Agreement. The Settlement Agreement allows Mr. DeFrancesco to convert part of the consideration due to him under the Settlement Agreement to Common Shares at a price no less than the 15-day volume weighted average price of the Common Shares, subject to the minimum discounted price of the shares or such other policies of the CSE which may be applicable, provided that Mr. DeFrancesco may not convert any amount under the Settlement Agreement that will result in him controlling at any time, individually or in concert with any other person, more than 19.99% of the Company's securities on a partially diluted basis.
SOL Global is a diversified investment and private equity holding company engaged in the small and mid-cap sectors. SOL Global's investment partnerships range from minority positions to large strategic holdings with active advisory mandates. The Company's seven primary business segments include Retail, Agriculture, QSR & Hospitality, Media Technology & Gaming, and New Age Wellness.
The Company's head office is located at 100 King Street West, Suite 5600, Toronto, Ontario, M5X 1C9.
This news release contains "forward-looking information" within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward‑looking information. In some cases, forward-looking information can be identified by words or phrases such as "may", "will", "expect", "likely", "should", "would", "plan", "anticipate", "intend", "potential", "proposed", "estimate", "believe" or the negative of these terms, or other similar words, expressions and grammatical variations thereof, or statements that certain events or conditions "may" or "will" happen, or by discussions of strategy. The forward-looking information contained in this new release includes, without limitation, information relating to the future payments to Mr. DeFrancesco or the results of any event of default under a payment due to Mr. DeFrancesco pursuant to the Settlement Agreement. There is no assurance that the outcomes described in this news release will occur in the manner described, on the expected timeline or at all.
Forward-looking information is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management's perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances. While we consider these assumptions to be reasonable based on information currently available to management, there is no assurance that such expectations will prove to be correct.
By their nature, forward-looking information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. A variety of factors, including known and unknown risks, many of which are beyond our control, could cause actual results to differ materially from the forward-looking information in this news release.
Other risk factors include: the risks resulting from investing in the U.S. marijuana industry, which may be legal under certain state and local laws but is currently illegal under U.S. federal law; the risks of investing in securities of private companies which may limit SOL Global's ability to sell or otherwise liquidate those securities and realize value; reliance on management; the ability of SOL Global to service its current or future debt; SOL Global's ability to obtain additional financing from time to time to pursue its business objectives; competition; litigation; inconsistent public opinion and perception regarding the medical-use and adult-use marijuana industry; and regulatory or political change. Additional risk factors respecting SOL Global can also be found in SOL Global's current Management's Discussion and Analysis, which has been filed on SEDAR and can be accessed at www.sedar.com. Readers are cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking information.
The forward-looking information contained herein is made as of the date of this news release and is based on the beliefs, estimates, expectations and opinions of management on the date such forward-looking information is made. SOL Global does not undertake any obligation to update or revise any forward-looking information, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law.
SOURCE SOL Global Investments Corp.
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