NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

TORONTO, Nov. 19, 2024 (GLOBE NEWSWIRE) — SOL Global Investments Corp. (CSE: SOL; OTC Pink: SOLCF) (FSE: 9SB) (“SOL Global” or the “Company”) is pleased to announce that it has entered into an agreement with Canaccord Genuity Corp. (“Canaccord Genuity”) and Clarus Securities Inc. (“Clarus”, and together with Canaccord Genuity, the “Co-Lead Agents”), as co-lead agents and co-bookrunners, and on behalf of a syndicate of agents (collectively with the Co-Lead Agents, the “Agents”), pursuant to which the Agents will offer for sale up to 18,000,000 units of the Company (each, a “Unit”) at a price of $0.20 per Unit (the “Offering Price”), on a brokered private placement “best efforts” agency basis, for aggregate gross proceeds to the Company of up to $3,600,000 (the “Offering”). Each Unit will consist of one common share in the capital of the Company (each, a “Common Share”) and one half of one common share purchase warrant of the Company (each whole warrant, a “Warrant”). Each Warrant will be exercisable to acquire one additional Common Share (each, a “Warrant Share”) at an exercise price of $0.30 per Warrant Share for a period of 24 months from the Closing Date (as defined herein). The Units issued by way of the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), including the underlying securities, will not be subject to a statutory hold period pursuant to applicable Canadian securities laws.

The Offering will be made pursuant to the listed issuer financing exemption available under 45-106, in each of the provinces of Canada, other than Québec. The Units may also be offered for sale in the United States pursuant to available exemptions from the registration requirements under the U.S. Securities Act of 1933, as amended, and such offshore jurisdictions as may be agreed to by the Company and the Co-Lead Agents pursuant to available prospectus or registration exemptions in accordance with applicable laws.

The Company intends to use the net proceeds of the Offering to purchase Solana tokens at prevailing market prices through reputable cryptocurrency exchanges. The Company intends that any Solana tokens acquired using the net proceeds of the Offering will be excluded as collateral from any of the Company’s current or future secured indebtedness.

The Company has agreed to pay the Agents a cash commission equal to 7.0% of the gross proceeds of the Offering (the “Agents’ Commission”), other than from the sale to certain purchasers designated by the Company (the “President’s List”) for which a 3.0% Agents’ Commission will be payable. The Company has also agreed to issue to the Agents such number of compensation warrants (each, an “Agents’ Warrant”) equal to 7.0% of the number of Units sold under the Offering, other than from the sale to President’s List purchasers, for which the number of Agents’ Warrants will be 3.0% of the number of Units sold. Each Agents’ Warrant is exercisable to purchase one unit of the Company (each, an “Agents’ Unit”) at a price of $0.20 per Agents’ Unit for a period of 24 months following the Closing Date. Each Agents’ Unit will be comprised of one Common Share and one half of one common share purchase warrant of the Company, with each such whole warrant entitling the holder to acquire one additional Common Share at the exercise price of $0.30 per Common Share for a period of 24 months following the Closing Date. The Agents’ Warrants, including the underlying securities, will be subject to applicable statutory hold periods pursuant to Canadian securities laws.

The Offering is scheduled to close on or about December 3, 2024 (the “Closing Date”) and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals including the approval of the Canadian Securities Exchange.

There is an offering document relating to the Offering that can be accessed under the Company’s profile at www.sedarplus.ca and at https://solglobal.com/. Prospective investors should read this offering document before making an investment decision.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available.

For Further Information Please Contact:

SOL Global Investments Corp.
Paul Kania, Interim CEO, CFO
Tel: (212) 729-9208
Email: [email protected]
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.

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, statements regarding the anticipated completion of the Offering; the proposed use of proceeds of the Offering; the Company’s intention to increase its investments in Solana; the Company’s intention that any Solana tokens acquired using the net proceeds of the Offering be excluded as collateral under the Company’s current or future secured indebtedness; the Company’s expectations related to divestitures of its current investment partnerships and minority holdings and the completion and expected benefits thereof; and the Company’s business and investment strategies. 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 Offering, on the proposed terms and the proposed timeline, or at all; 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 and divest its current investment partnerships and minority holdings; the Company’s ability to increase its investments in the Solana blockchain and Solana-based technologies; the failure of the Company to obtain the applicable consents, approvals and agreements from existing and future secured creditors of the Company to exclude any Solana tokens acquired using the net proceeds of the Offering from any collateral under the Company’s current or future secured indebtedness; 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; timely receipt of governmental approvals, licences and permits (and renewals thereof); 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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