SOL Global Announces Second Advance Under Previously Closed Fully Subscribed $4 Million Debenture Unit Financing

Rhea-AI Summary

SOL Global Investments Corp. (CSE: SOL) has received the second $1,000,000 advance of its previously announced $4,000,000 private placement offering. The company issued 1,000 Units at $1,000 per Unit, with two more advances of $1,000,000 each expected on February 18 and March 4, 2025.

Each Unit includes a $1,000 convertible debenture and 1,818 warrants. The debentures are convertible into common shares at $0.40 per share until January 21, 2026. Warrants are exercisable at $0.55 per share until the same date.

75% of the net proceeds will be used to purchase Solana Tokens at market prices through cryptocurrency exchanges, with the remaining funds allocated to working capital and general corporate purposes.

Positive

• Secured second $1M advance of $4M total financing
• 75% of proceeds dedicated to Solana token purchases
• Flexible conversion terms with potential forced conversion at company's option

Negative

• Potential dilution from convertible debentures and warrants
• Additional fees and commissions paid to agents reducing net proceeds

75% of Net Proceeds will be Used for Additional Solana Purchases

Toronto, Ontario--(Newsfile Corp. - February 5, 2025) - SOL Global Investments Corp. (CSE: SOL) (FSE: 9SB) ("SOL Global" or the "Company"), one of the first publicly traded companies focused on institutional Solana investments, is pleased to announce that it has received in full the second advance (the "Second Advance") under its previously closed fully subscribed $4,000,000 private placement offering of units of the Company (each a "Unit" and collectively, the "Units") that was announced on January 21, 2025 (the "Offering").

In connection with the Second Advance and the payment of a gross amount of $1,000,000, an aggregate of 1,000 Units were issued at a price of $1,000 per Unit. Subscribers under the Offering agreed to purchase an aggregate of $4,000,000 of Units pursuant to their subscription agreements, in four equal advances of $1,000,000 each, with the third and fourth advances expected to be advanced to the Company on February 18, 2025 and March 4, 2025, respectively. The first advance was completed concurrently with the closing of the Offering on January 21, 2025.

Each Unit consists of (i) one $1,000 principal amount unsecured convertible debenture of the Company (each, a "Convertible Debenture" and collectively, the "Convertible Debentures"), and (ii) 1,818 common share purchase warrants of the Company (each, a "Warrant" and, collectively, the "Warrants"). Each Convertible Debenture is convertible into common shares of the Company (each, a "Common Share") at the option of the holder at any time prior to January 21, 2026 (the "Maturity Date"), unless otherwise redeemed by the Company pursuant to the terms of the Convertible Debentures, at a conversion price of $0.40 per Common Share (the "Conversion Price"). Each Convertible Debenture may also be forced to convert into Common Shares at the option of the Company at any time following the first four months after the issue date of the Convertible Debenture and prior to the Maturity Date at the Conversion Price in the event that the volume-weighted average trading price of the Company's Common Shares is equal to or greater than $0.55 per Common Share for ten consecutive trading days.

Each Convertible Debenture may be redeemed by the Company at any time prior to the Maturity Date in the event that the volume-weighted average trading price of the Common Shares is equal to or greater than $0.52 per Common Share for ten consecutive trading days. Redemption by the Company may be satisfied by way of cash or Common Shares ("Redemption Shares") and where the Company elects to satisfy the redemption by way of Redemption Shares, such redemption shall be satisfied at a redemption price (the "Redemption Price") equal to 95% of the volume-weighted average trading price for the 10 consecutive trading days ending on the fifth trading day preceding the date of redemption provided that such Redemption Price shall not be less than $0.05 per Common Share.

Each Warrant entitles the holder to purchase one Common Share at an exercise price of $0.55 per Common Share until January 21, 2026 (the "Warrant Expiry Date"). In the event that the volume-weighted average trading price of the Common Shares is equal to or greater than $0.88 per Common Share for five consecutive trading days, then the Company may accelerate the Warrant Expiry Date by providing written notice to the warrant agent, whereupon the Warrant Expiry Date will be the date specified in such notice, which date shall not be less than 30 days following delivery of such notice.

The Offering was conducted on a brokered private placement "best efforts" agency basis, by Canaccord Genuity Corp. and Clarus Securities Inc., on behalf of a syndicate of agents (collectively, the "Agents"). Gowling WLG (Canada) LLP acted as legal counsel to SOL Global and Wildeboer Dellelce LLP acted as legal counsel to the Agents in respect of the Offering.

In connection with the Second Advance, the Company has paid the Agents a cash fee of $52,500, representing an amount equal to 7.0% of the aggregate gross advance of the Second Advance (the "Cash Commission"), other than from the sale to certain purchasers designated by the Company (the "President's List") for which a 3.5% Cash Commission was paid. In addition to the Cash Commission, the Company has issued 53 non-transferable compensation options (each, a "Compensation Option" and collectively, the "Compensation Options") to the Agents, such number of Compensation Options being equal to 7.0% of the number of Units sold under the Second Advance, other than from the sale of Units to purchasers on the President's List, for which the number of Compensation Options issued was 3.5% of the number of Units sold to such purchasers. Each Compensation Option is exercisable for one unit of the Company (each, a "Compensation Unit") at any time prior to January 21, 2026, at an exercise price equal to $1,000 per Compensation Unit. Each Compensation Unit is comprised of 2,500 Common Shares and 1,818 Warrants (each, a "Compensation Warrant"). Each Compensation Warrant is exercisable for one Common Share at an exercise price of $0.55 per Common Share until the Warrant Expiry Date. Additional Cash Commission is payable and Compensation Options are issuable to the Agents on each subsequent advance.

The Convertible Debentures and Warrants issued in connection with the Second Advance are subject to a hold period of four months plus one day from the date of the Second Advance pursuant to applicable securities laws in Canada, other than the Convertible Debentures and Warrants issued to purchasers outside of Canada.

The Company intends to use 75% of the net proceeds of the Offering to purchase Solana Tokens at prevailing market prices through reputable cryptocurrency exchanges, and will use the remaining net proceeds for working capital and general corporate purposes.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available.

For Further Information Please Contact:

SOL Global Investments Corp.
Paul Kania, Interim CEO, CFO
Tel: (212) 729-9208
Email: info@solglobal.com
Website: https://solglobal.com/

About SOL Global Investments Corp.

SOL Global is pioneering institutional investment in the Solana ecosystem. As one of the first publicly traded companies globally focused on Solana investment, SOL Global aims 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.

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 closing of additional advances of the Offering; the proposed use of proceeds of the Offering; the Company's intention to increase its investments in 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 to execute on its business and investment plans; the Company's ability to raise debt or equity through future financing activities and divest its current investment partnerships and minority holdings; the Company's ability to increase its investments in the Solana blockchain and Solana-based technologies; changes in technology in the decentralized finance and the digital asset sector; changes in the laws and regulations governing cryptocurrencies, decentralized finance and digital assets; the inherent volatility in the prices of certain cryptocurrencies including Solana tokens; increasing competition in the crypto and blockchain industries; general economic, political and social uncertainties in Canada and the United States; currency exchange rates and interest rates; the limited resources of the Company; the Company's reliance on the expertise and judgment of senior management and its ability to attract and retain key personnel; timely receipt of any applicable governmental approvals, licences and permits (and renewals thereof); the speculative nature of cryptocurrencies in general; and the Company's ability to continue as a going concern. 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.

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/239708

FAQ

How much of the $4M financing has SOL Global (SOLCF) received so far?

SOL Global has received $2M so far, consisting of the first advance on January 21, 2025, and the second advance of $1M announced in this press release.

What is the conversion price for SOL Global's (SOLCF) new convertible debentures?

The convertible debentures can be converted into common shares at $0.40 per share until January 21, 2026.

How will SOL Global (SOLCF) use the proceeds from this financing?

75% of the net proceeds will be used to purchase Solana Tokens at market prices, with the remaining 25% used for working capital and general corporate purposes.

When are the next advances expected for SOL Global's (SOLCF) $4M financing?

The third and fourth advances of $1M each are expected on February 18, 2025, and March 4, 2025, respectively.

What are the terms of the warrants issued in SOL Global's (SOLCF) financing?

Each warrant entitles the holder to purchase one common share at $0.55 per share until January 21, 2026, with potential acceleration if share price reaches $0.88 for five consecutive trading days.