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SOL Global Announces Strategic Reorganization of Non-Solana Assets

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SOL Global Investments Corp. (SOLCF) announced a strategic reorganization to become a pure-play Solana ecosystem investment company. The company will transfer all non-Solana assets and liabilities into a newly formed subsidiary (Asset Vehicle), in which SOL Global will maintain a 5-10% minority stake.

Through this restructuring, SOL Global will settle the majority of its secured liabilities in exchange for equity in the Asset Vehicle. The transaction, expected to complete by February 28, 2025, will allow SOL Global to operate unencumbered from historical liabilities and focus exclusively on blockchain innovation. The company retains an option to repurchase transferred assets at their original transfer value.

SOL Global Investments Corp. (SOLCF) ha annunciato una riorganizzazione strategica per diventare un'azienda di investimento esclusivamente nel ecosistema Solana. L'azienda trasferirà tutte le attività e passività non collegate a Solana in una nuova sussidiaria (Asset Vehicle), nella quale SOL Global manterrà una partecipazione minoritaria del 5-10%.

Attraverso questa ristrutturazione, SOL Global si impegnerà a saldare la maggior parte delle sue passività garantite in cambio di azioni nell'Asset Vehicle. La transazione, prevista per essere completata entro il 28 febbraio 2025, consentirà a SOL Global di operare senza vincoli legati a passività storiche e concentrarsi esclusivamente sull'innovazione blockchain. L'azienda mantiene l'opzione di riacquistare le attività trasferite al loro valore originale di trasferimento.

SOL Global Investments Corp. (SOLCF) anunció una reestructuración estratégica para convertirse en una empresa de inversión dedicada exclusivamente al ecosistema Solana. La empresa transferirá todos los activos y pasivos no pertenecientes a Solana a una nueva subsidiaria (Asset Vehicle), en la que SOL Global mantendrá una participación minoritaria del 5-10%.

A través de esta reestructuración, SOL Global liquidará la mayoría de sus pasivos garantizados a cambio de acciones en el Asset Vehicle. Se espera que la transacción se complete para el 28 de febrero de 2025, lo que permitirá a SOL Global operar sin estar cargada por pasivos históricos y centrarse exclusivamente en la innovación en blockchain. La empresa retiene la opción de recomprar los activos transferidos a su valor original de transferencia.

SOL Global Investments Corp. (SOLCF)는 순수하게 Solana 생태계 투자 회사로 거듭나기 위한 전략적 재편성을 발표했습니다. 회사는 Solana와 관련이 없는 모든 자산 및 부채를 새로 설립된 자회사가 될 Asset Vehicle에 이전할 것이며, SOL Global은 5-10%의 소수 지분을 보유하게 됩니다.

이번 재편성을 통해 SOL Global은 Asset Vehicle의 지분을 대가로 대부분의 보장된 부채를 정리할 것입니다. 2025년 2월 28일까지 완료될 것으로 예상되는 이번 거래는 SOL Global이 역사적 부채에 얽매이지 않고 블록체인 혁신에만 집중할 수 있도록 합니다. 이 회사는 이전된 자산을 원래 이전 가치로 다시 매입할 수 있는 옵션을 보유하고 있습니다.

SOL Global Investments Corp. (SOLCF) a annoncé une réorganisation stratégique pour devenir une société d'investissement exclusivement dédiée à l'écosystème Solana. La société transférera tous les actifs et passifs non liés à Solana dans une nouvelle filiale (Asset Vehicle), dans laquelle SOL Global détiendra une participation minoritaire de 5 à 10 %.

Grâce à cette restructuration, SOL Global règlera la majorité de ses passifs garantis en échange d'actions dans l'Asset Vehicle. La transaction, qui devrait être finalisée d'ici le 28 février 2025, permettra à SOL Global d'opérer sans être grevée par des passifs historiques et de se concentrer exclusivement sur l'innovation blockchain. L'entreprise conserve la possibilité de racheter les actifs transférés à leur valeur originale de transfert.

SOL Global Investments Corp. (SOLCF) hat eine strategische Reorganisation angekündigt, um ein reines Investitionsunternehmen im Solana-Ökosystem zu werden. Das Unternehmen wird alle nicht zu Solana gehörenden Vermögenswerte und Verbindlichkeiten in eine neu gegründete Tochtergesellschaft (Asset Vehicle) übertragen, an der SOL Global eine Minderheitsbeteiligung von 5-10% halten wird.

Durch diese Umstrukturierung wird SOL Global den Großteil seiner gesicherten Verbindlichkeiten im Austausch gegen Eigenkapital im Asset Vehicle begleichen. Die Transaktion, die bis zum 28. Februar 2025 abgeschlossen sein soll, ermöglicht es SOL Global, ohne historische Verbindlichkeiten zu arbeiten und sich ausschließlich auf Blockchain-Innovation zu konzentrieren. Das Unternehmen behält sich die Option vor, die übertragenen Vermögenswerte zum ursprünglichen Übertragungswert zurückzukaufen.

Positive
  • Elimination of secured liabilities from balance sheet
  • Enhanced ability to raise future equity financing
  • Increased focus on Solana ecosystem investments
  • Option to repurchase transferred assets at original value
Negative
  • Reduction of asset diversity with focus solely on Solana tokens
  • exposure (5-10% stake) to potential gains in transferred assets
  • Subject to shareholder approval and possible CSE review as change of business

SOL Global Will Divest All Non-Solana Assets, Debts and Liabilities, Becoming a Pure Play to the Solana Ecosystem

Toronto, Ontario--(Newsfile Corp. - December 20, 2024) - SOL Global Investments Corp. (CSE: SOL) (OTC Pink: SOLCF) (FSE: 9SB) ("SOL Global" or the "Company"), among the first publicly traded crypto investment companies providing exposure to the rapidly growing Solana ecosystem, announces the execution of a letter of intent ("LOI") to move all of its assets other than its native Solana token assets ("Solana"), together with its liabilities, into a newly formed subsidiary, in which SOL will have a minority equity interest (the "Proposed Transaction"). This strategic move is designed to enhance business focus on blockchain innovation, including its significant position in Solana, and decouple its new strategic approach from its historical liability.

Structure of the Transaction

Under the terms outlined in the non-binding LOI, SOL Global intends to transfer all of its assets other than the Solana assets (the "Transferred Assets") together with certain liabilities (the "Transferred Liabilities" and together with the Transferred Assets, the "Vehicle Portfolio"), into a newly created special purpose vehicle (the "Asset Vehicle") in exchange for shares representing a minority equity interest in the Asset Vehicle. In connection with the Proposed Transaction, SOL Global will settle the majority of its secured liabilities for a majority of the equity interest of the Asset Vehicle. The terms and conditions of the Proposed Transaction, including the Transferred Assets and the fair market value of the Vehicle Portfolio, will determine the relative ownership of the Asset Vehicle by SOL Global and the current holders of SOL Global's secured liabilities. The Asset Vehicle will operate as an independent entity, SOL Global will no longer be liable for the Transferred Liabilities, and such Transferred Liabilities will no longer appear on SOL Global's balance sheet, which allows SOL Global to operate unencumbered. The Company, through their minority interest in the Asset Vehicle, intends to invest remaining cash from liquidation of assets for additional Solana purchases.

Paul Kania, SOL Global's Interim CEO and CFO, stated "By removing existing liabilities and debts, the Company will much more easily be able to raise future equity financings and attract institutional participation, which is essential for creating maximum shareholder value."

The Company is expected to, following the Proposed Transaction, hold between 5% and 10% of the Asset Vehicle. As a result, any possible gain in the Transferred Assets will be largely held by other Asset Vehicle equity holders rather than SOL Global. It is possible that the value of the Transferred Assets could increase and the Transferred Assets continue to have speculative value. To mitigate a possible loss in potential value of the Transferred Assets, the LOI provides that the Company shall have the option to, at any time, repurchase the Transferred Assets for cash at the same value at which they were transferred to the Asset Vehicle. Any gain in the Transferred Assets, whether through the Asset Vehicle or if SOL Global repurchases the Transferred Assets are expected to be used for the purchase of additional Solana tokens. Under the terms of the LOI, the majority of the security interests in SOL Global will be discharged by the respective creditors.

Following the closing of the Transaction, the only asset held in SOL Global's portfolio will be its Solana assets and its minority equity position in the Asset Vehicle. SOL Global is an investment issuer listed on the Canadian Securities Exchange (the "CSE") and holds certain portfolio assets which will consist predominately of blockchain tokens following the closing of the Proposed Transaction, initially consisting only of Solana tokens. The Transferred Assets consist of securities of mainly electric vehicle companies together with some real estate assets. While the change in focus of portfolio assets does represent a new strategic direction of the Company to increase value the value of its portfolio, SOL Global will continue to be an investment issuer and may change the strategic focus of its portfolio at any time, including investing in portfolio assets other than blockchain tokens. This transaction may be subject to shareholder approval and may be considered a change of business pursuant to the policies of the CSE.

Next Steps and Timeline

SOL Global expects to finalize the definitive agreements by February 25, 2025, and complete the Transaction by February 28, 2025.

Increased Focus and Specialization

Investing in blockchain technology and specific platforms like Solana offers unique opportunities in innovation, financial growth, and diversification. Blockchain is transforming industries like finance, healthcare, supply chain, gaming, and more by enabling decentralized, secure, and transparent systems. SOL Global's investment strategy will focus its business efforts on blockchain innovation and aims to position itself to benefit from this paradigm shift. As a nascent industry, blockchain investments can yield significant returns, particularly in early-stage projects. Solana's ecosystem integrates with major platforms, wallets, and chains, improving its interoperability and ensuring broader adoption. Blockchain technology eliminates intermediaries, reducing costs and improving efficiency. This distinct business model allows SOL Global to strategically position itself in competitive markets, aligning with this investor base that fosters an entrepreneurial culture, enabling focused innovation.

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 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. SOL Global Investments is among the first publicly traded crypto investment companies providing exposure to the rapidly growing Solana ecosystem. The Company currently holds Solana and generates a passively yield through staking and is also focused in identifying other strategic investment opportunities being built on the Solana blockchain.

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 Company's intention to complete the proposed Transaction, on the proposed timeline and terms, or at all; the Company's intention to form the Asset Vehicle and to transfer the Vehicle Portfolio to the Asset Vehicle; the Company's expectations related to the relative ownership of the Asset Vehicle by the Company and the current holders of the Transferred Liabilities following the completion of the proposed Transaction; the Company's expectation that the Asset Vehicle will operate as an independent entity; the Company's expectation that it will no longer be liable for the Transferred Liabilities, that such Transferred Liabilities will no longer appear on its balance sheet, and that all security interests in the Company will be discharged by the respective creditors of the Transferred Liabilities following the completion of the proposed Transaction; the Company's option to repurchase the Transferred Assets for cash, on the proposed terms, or at all; the Company's expectations related to its Solana assets, liabilities and equity position in the Asset Vehicle following the completion of the proposed Transaction; the Company's expectations regarding blockchain technology, including Solana blockchain and technologies, and the expected yield associated therewith; the Company's investment strategies; statements related to investor interest and confidence in digital assets, in particular in Solana; and statements related to the expected growth and adoption of the Solana ecosystem and decentralized finance. 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 complete the proposed Transaction, on the proposed timeline and terms, or at all; the failure of the Company to obtain the applicable consents, approvals and agreements from the current holders of the Transferred Liabilities, among others, in connection with the proposed Transaction; 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; the Company's ability to increase its investments in the Solana blockchain and Solana-based technologies; any adverse changes and developments in the Solana blockchain and ecosystem; the growth and development of decentralized finance and the digital asset sector; any new rules and regulations with respect to 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 the Company's ability to attract and retain key personnel; 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/234627

FAQ

When will SOL Global (SOLCF) complete its strategic reorganization?

SOL Global expects to finalize definitive agreements by February 25, 2025, and complete the transaction by February 28, 2025.

What percentage of the Asset Vehicle will SOLCF retain after the reorganization?

SOL Global will retain between 5% and 10% ownership in the Asset Vehicle following the transaction.

What assets will SOLCF hold after completing the reorganization?

After the reorganization, SOL Global will primarily hold Solana tokens and a minority equity position in the Asset Vehicle.

How will the SOLCF reorganization affect its existing liabilities?

The reorganization will remove existing liabilities from SOL Global's balance sheet, as they will be transferred to the Asset Vehicle in exchange for equity.

What options does SOLCF have regarding the transferred assets?

SOL Global maintains the option to repurchase the transferred assets at any time for cash at their original transfer value.

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