Toronto, Ontario–(Newsfile Corp. – January 4, 2023) – SOL Global Investments Corp. (CSE: SOL) (OTC Pink: SOLCF) (FSE: 9SB) (“SOL Global” or the “Company”) announces that the Company transferred and divested an aggregate of 4,182,316 common shares (“Captor Shares“) of Captor Capital Corp. (“Captor“) and 2,052,632 Captor Share purchase warrants, representing all the Captor Warrants held by the Company (“Captor Warrants“), with each Captor Warrant exercisable for one Captor Share at an exercise price of $1.20 per Captor Share until April 30, 2023 (collectively, the “Dispositions“). The Dispositions were made to certain arm’s length parties in private market transactions occurring simultaneously on January 3, 2023. The Company received investment securities with an aggregate deemed value of $1,716,564 in consideration for the Dispositions. The deemed value attributed to the Captor Shares was $0.40 per Captor Share or $1,672,926 in the aggregate. The deemed value attributed to the Captor Warrants was $0.02 per Captor Warrant or $43,638 in the aggregate.
As a result of the Dispositions, the Company’s holding percentage of Captor Shares was reduced from 17.9% to 9.9% on a non-diluted bases, representing a decrease of 8.0%.
Following the Dispositions, the Company continues to have ownership and control over 5,161,647 Captor Shares and nil Captor Warrants. The completion of the Dispositions resulted in SOL Global’s beneficial ownership of, or control or direction over, the Captor Shares to decrease below 10% of the issued and outstanding Captor Shares. Accordingly, following the filing of the early warning report described below, the Company will no longer file early warning or insider reports in respect of the Company’s ownership of Captor Shares, except as may be required by applicable law.
The Dispositions of Captor Shares and Captor Warrants was undertaken by the Company as part of its strategy to broaden its investment strategy. While the Company has no current plans or intentions relating to Captor securities, depending on various factors including, without limitation, Captor’s business or financial position, the price levels and trading volume of Captor Shares, conditions in the securities markets, general economic and industry conditions, and other factors and conditions deemed appropriate, the Company may acquire or dispose of additional securities of Captor in the future.
This press release is being issued in pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires an early warning report to be filed with the regulatory authorities in each jurisdiction in which Captor is a reporting issuer containing information with respect to the foregoing matters. A copy of the early warning report will be filed on SEDAR under Captor’s profile at www.sedar.com, and is available on request at the number and email address below. Captor’s head office is located at 4 King Street, Suite 401, Toronto, Ontario, M5H 1B6 and the Company’s head office address is located at 100 King Street West, Suite 5600 Toronto, Ontario, M5X 1C9.
CONTACT INFORMATION
SOL Global Investments Corp.
Paul Kania, CFO
Phone: (212) 729-9208
Email: [email protected]
Cautionary Statements
This press 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 press release includes, without limitation, the Company’s strategic investment plans in Captor.
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 press release including: Captor’s future business and financial position, the price levels and trading volume of Captor’s common shares, conditions in the securities markets and general economic and industry conditions, 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; reliance on management; the ability of the Company to service its debt; the Company’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. 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 press release and is based on the beliefs, estimates, expectations and opinions of management on the date such forward-looking information is made. The Company undertakes no 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.
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