SOL Global Investments Corp. (“SOL Global” or the “Company”)(CSE:SOL) (OTCPK: SOLCF) (Frankfurt:9SB) announces that it transferred and divested an aggregate of 16,891,749 common shares (“Common Shares”) and 6,450,000 common share purchase warrants (“Warrants”) of Bluma Wellness Inc. (“Bluma”) (CSE: BWEL.U) to various arm’s length parties (the “Transferees”)in private market transactions occurring simultaneously on February 12, 2021 (the “Dispositions”). The consideration received per Common Share and per Warrant under the Dispositions was US$1.00, for total consideration received of US$23,341,749. The completion of the Dispositions resulted in the Company’s beneficial ownership of, or control or direction over, the Common Shares and Warrants to decrease below 10% of the issued and outstanding Common Shares on a partially-diluted basis. Accordingly, following the filing of the early warning report described below, SOL Global will no longer file early warning or insider reports in respect of the Company’s ownership of Bluma’s securities, except as may be required by applicable law.
Immediately prior to the completion of the Dispositions, SOL Global owned 16,891,749 Common Shares and 6,450,000 Warrants, representing approximately 10.57% of the issued and outstanding Common Shares on a non-diluted basis and approximately 14.04% of the issued and outstanding Common Shares on a partially-diluted basis. Following the completion of the Dispositions, SOL Global does not beneficially own any Common Shares or any Warrants on any basis.
The completion of the Dispositions led to an approximately 10.57% decrease in the Company’s Common Share holding percentage based on the 159,754,291 Common Shares issued and outstanding on a non-diluted basis immediately prior to the Dispositions. SOL Global will file an early warning report regarding the Dispositions on SEDAR at www.sedar.com within two (2) business days of the filing of this news release.
The Company divested the Common Shares and Warrants for strategic decisions around enhancing shareholder value while continuing to comply with certain Florida state regulations promulgated by the Florida Department of Health (the “DOH”) that restrict investments in multiple licensed Florida medical marijuana treatment centers above a certain threshold. Due to other ongoing transactions involving the Company’s investments in the state of Florida, the DOH has approved a structure whereby the Company will retain a 33% indirect economic interest in Bluma but will neither directly own nor control the Common Shares or Bluma’s medical cannabis license in Florida.
On January 14, 2021, Bluma announced the signing of a definitive agreement in connection with a proposed arrangement transaction (the “Arrangement”) with Cresco Labs Inc. (“Cresco”), pursuant to which Cresco will acquire all of the issued and outstanding Common Shares. The Transferees have executed and delivered to Cresco voting support agreements to vote the Common Shares received in connection with the Dispositions in favour of the Arrangement. The Transferees have also executed and delivered lock-up agreements to Cresco not to transfer a portion of the Cresco shares to be received upon closing of the Arrangement (in exchange for the Common Shares) for up to an eight-month period following closing of the Arrangement.
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 (“NI 62-103”). An early warning report will be filed on SEDAR in accordance with NI 62-103. To obtain more information or to obtain a copy of the early warning report to be filed in respect of this news release, please contact SOL Global at the contact details noted below.
About SOL Global Investments Corp.
The Acquiror is a diversified investment and private equity holding company engaged in the small and mid-cap sectors. The Acquiror’s investment partnerships range from minority positions to large strategic holdings with active advisory mandates. The Acquiror’s seven primary business segments include Retail, Agriculture, QSR & Hospitality, Media Technology & Gaming, Energy, and New Age Wellness.
The Company’s head office is located at 100 King Street West, Suite 5600, Toronto, Ontario, M5X 1C9. Bluma’s head office is located at 1112 N. Flagler Drive, Fort Lauderdale, FL 33304, USA.