SOL Global Unveils Major Restructuring to Become Pure-Play Solana Investment Company

12/20/2024 – 07:00 AM

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.

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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.

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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.

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