TORONTO, Nov. 30, 2019 /CNW/ – SOL Global Investments Corp. (“SOL Global” or the “Company“(CSE:SOL) (OTCPK: SOLCF) (Frankfurt:9SB) announces that it sold 103,500 common shares (“Common Shares“) in Torque Esports Corp. (“Torque”) (TSX-V:GAME) through the facilities of the TSX Venture Exchange (“TSXV“) on November 28, 2019 resulting in SOL Global becoming a beneficial holder of less than 10% of the issued and outstanding Common Shares (the “Disposition“). The consideration received per Common Share was approximately $1.2628, for total consideration received of $130,864.
Immediately prior to the Disposition, SOL Global beneficially owned 420,623 Common Shares, representing approximately 12.0% of the issued and outstanding Common Shares on a non-diluted basis. Immediately following the completion of the Disposition, SOL Global beneficially owned 317,123 Common Shares, representing approximately 9.0% of the issued and outstanding Common Shares on a non-diluted basis. SOL Global will file an early warning report regarding the Disposition on SEDAR at www.sedar.com within two (2) business days of the filing of this news release.
On November 27, 2019, SOL Global disposed of 99,900 Common Shares through the facilities of the TSXV (the “Prior Disposition”). The consideration received per Common Share under the Prior Disposition was approximately $1.13, for total consideration received of $112,732. The completion of the Prior Disposition, together with other dispositions of Common Shares by SOL Global since the last early warning report of Common Shares acquired by the Company filed on November 13, 2019 (the “November 13 Report“) resulted in a greater than 2.0% decrease in SOL Global’s Common Share holding reported in the November 13 Report.
Immediately before the completion of the Prior Disposition, SOL Global beneficially owned 467,423 Common Shares, representing approximately 13.3% of the issued and outstanding Common Shares on a non-diluted basis. Immediately following the completion of the Prior Disposition, SOL Global beneficially owned 367,523 Common Shares, representing approximately 10.5% of the issued and outstanding Common Shares on a non-diluted basis. The completion of the Prior Disposition led to a 2.8% decrease in the Company’s securityholding percentage of the issued and outstanding Common Shares. SOL Global will file an early warning report regarding the Prior Disposition on SEDAR at www.sedar.com within two (2) business days of the filing of this news release.
The Company disposed of the securities reported herein for investment purposes. The Company may, depending on market and other conditions, increase or decrease its beneficial ownership in Torque’s securities, whether in transactions over the open market, by privately negotiated arrangements or otherwise, subject to a number of factors, including general market conditions and other available investment and business opportunities.
SOL Global also holds a Series A convertible debenture issued by Torque dated July 8, 2019 in the principal sum of $3,111,112 bearing an interest rate of 6% per annum that matures on July 8, 2022 (the “Debenture“). The Debenture is convertible into units of Torque (each a “Unit“) at a conversion price of $0.50 per Unit after giving effect to a 5:1 share consolidation of the Common Shares that occurred on October 16, 2019 (the “Consolidation“). Each Unit is comprised of one (1) Common Share and one (1) Common Share purchase warrant (each a “Warrant“). Each Warrant is exercisable into a Common Share at an exercise price of $0.50 per Common Share (after giving effect to the Consolidation) for a period of five (5) years from the issue date. Pursuant to the terms and conditions the Debenture, the holder can, at any given time, only convert that amount of the Debenture that would result in the holder not holding more than 10% of the issued and outstanding Common Shares, taking into account both the Common Shares comprising the Units and the Common Shares underlying the Warrants.
This news release is being issued to comply with National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. To obtain more information or to obtain a copy of the early warning reports to be filed in respect of this news release, please contact SOL Global at the contact details noted below.
About SOL Global Investments Corp.
SOL Global is an international investment company with a focus on investing in cannabis and cannabis related companies in legal U.S. states, the hemp and CBD marketplaces and the emerging European cannabis and hemp marketplaces with an objective of providing shareholders with a long term return through capital appreciation, dividends and interest from its investments. If SOL Global believes there is a strategic reason to do so, it may also invest in companies not in the cannabis sector.
The Company’s head office is located at 100 King Street West, Suite 5600, Toronto, Ontario, M5X 1C9. Torque’s head office is located at 77 King Street West, Suite 3000, Toronto, ON, M5K 1G8.
Cautionary Statement Regarding Forward-Looking Information
This press release contains “forward-looking information” within the meaning of applicable securities laws. All statements contain 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 if 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. 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 of the Company, 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 the Company’s control, could cause actual results to differ materially from the forward-looking information in this press release. Such factors include, but are not limited to: the Company’s ability to comply with all applicable governmental regulations in a highly regulated business; investing in target companies or projects which have limited or no operating history and are engaged in activities currently considered illegal under US federal laws; changes in laws; limited operating history; reliance on management; requirements for additional financing; competition; 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 the Company undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law.
SOURCE SOL Global Investments Corp.