SOL Global Investments Corp. (“SOL Global” or the “Company“) (CSE: SOL) (OTCQB: SOLCF) (Frankfurt: 9SB) is pleased to announce that it has purchased 37,662,500 common shares (“Heavenly Shares“) in the capital of Heavenly Rx Ltd. (“Heavenly Rx“) at a price of $0.40 for an aggregate subscription amount of CAD$15,065,000. The subscription is part of a larger private offering by Heavenly Rx of Heavenly Shares (the “Offering“). As a result of this subscription, SOL Global now holds 42.0% of the issued and outstanding Heavenly Shares and the other shareholders of Heavenly Rx collectively hold the remaining 58.0%. The Heavenly Shares are subject to an indefinite hold period under applicable Canadian securities laws.
Heavenly Rx is a privately-held Hemp and CBD operating company focused on acquiring significant ownership interests at minimum, and a short-term mandate to gain absolute control with a 50.1% – 100% ownership, in various industry-leading THC-free companies in the cannabinoid wellness space. HeavenlyRx’s focus is on hemp cultivation, processing and the manufacturing of a diverse range of traditional CBD products including oils, tinctures, balms, and vape-ready products. Heavenly Rx will also own and operate its own retail locations along with health & wellness related studios where it will generate a repetitive captive audience with a desire for Heavenly Rx’s products to be part of its customers’ daily routine. It is expected that Heavenly Rx’s portfolio will include several proprietary brands across numerous consumer product group verticals such as cosmetics and beauty products, bath and body products, and infused foods.
SOL Global is a “control person” of Heavenly Rx as contemplated under applicable Canadian securities laws and therefore the participation of the Company in the Offering constituted a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The Company’s participation in the Offering is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of the securities issued to the Company nor the consideration paid by the Company exceeded 25% of the Company’s market capitalization.
In addition, SOL Global announces the appointment of Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants (“DMCL“), as its new auditor effective as of July 10, 2019.
DMCL replaces MNP LLP, Chartered Professional Accountants (“MNP“) as the Company’s auditor. The entire board of directors and management of the Company would like to thank MNP for their services. The change in auditor has been approved by the Company’s audit committee and board of directors. There were no modified opinions in MNP’s reports in connection with the audits of the Company’s two most recently completed fiscal years ended March 31, 2018 and 2017, and there were no “reportable events” (including “disagreements”, “unresolved issues” or “consultations” in each case, as defined under applicable Canadian securities laws).
The Company has filed the required notice regarding the change of auditor as well as the required letters from each of MNP and DMCL under the Company’s SEDAR profile at www.sedar.com.
About SOL Global Investments Corp.
SOL Global is an international investment company with a focus on, but not limited to, cannabis and cannabis related companies in legal U.S. states, the hemp and CBD marketplaces and the emerging European cannabis and hemp marketplaces. Its strategic investments and partnerships across cultivation, distribution and retail complement the company’s R&D program with the University of Miami. It is this comprehensive approach that is positioning SOL Global as a future frontrunner in the United States’ medical cannabis industry.
This news 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 statements relating to the strategic plans of Heavenly Rx. 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, 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 our 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. Additional risk factors can also be found in the Company’s current MD&A and annual information form, both of which have been filed on SEDAR and can be accessed at www.sedar.com.
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.
The securities referred to in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended (“U.S. Securities Act“), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent such registration or an applicable exemption from the registration requirements of the U.S. Securities Act. This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities.
SOURCE SOL Global Investments Corp.