Toronto, Ontario--(Newsfile Corp. - February 11, 2025) - SOL Global Investments Corp. (CSE: SOL) (FSE: 9SB) ("SOL Global" or the "Company"), one of the first publicly traded companies focused on institutional Solana investments, is pleased to announce that on February 6, 2025, it has entered into an engagement letter (the "Engagement Letter") with U.S. investment bank Joseph Gunnar & Co., LLC ("Joseph Gunnar") to up-list its securities to a senior U.S. stock exchange and complete an initial public offering in the United States (the "U.S. IPO") with the objective of expanding its Solana blockchain investments.
SOL Global's Interim CEO and CFO, Paul Kania, stated, "Our focus is on providing the traditional public markets with exposure to the rapidly growing Solana ecosystem, as we believe its one of the most important opportunities in digital assets. Our new application to list on the Nasdaq is an important part of expanding our investor base as well as our access to new capital allocators and financing opportunities."
In connection with the Engagement Letter, Joseph Gunnar has agreed in principle to act as book-runner, underwriter, placement agent, investment banker and advisor on a firm commitment underwriting basis in connection with the U.S. IPO, subject to customary conditions including, among other things, the parties entering into a definitive underwriting agreement in respect of the Offering (the "Underwriting Agreement").
The Offering is expected to consist of the offer and sale of securities of the Company (the "Offered Shares"), with the size of the offering and the price per Offered Share subject to continuing negotiations between the Company and Joseph Gunnar, ultimately to be determined in the context of the market.
In addition, the Underwriting Agreement will provide, among other things, that the Company will (a) pay Joseph Gunnar (i) an underwriting discount of 7.0% of the Offering price, and (ii) a non-accountable expense allowance equal to 1.0% of the Offering Price, provided, however, that any investor included on the president's list of the Company (the "President's List") that is directed from the Company in connection with the Offering shall be subject to a reduced fee of 4.0%, and (b) issue such number of common share purchase warrants (the "Underwriter Warrants") to purchase such number of Common Shares equal to 5.0% of the aggregate number of Offered Shares sold in the Offering. The Underwriter Warrants will be exercisable at any time, in whole or in part, during the three-year period commencing six months from the effective date of the Offering, at an exercise price that is equal to 110.0% of the Offering Price.
Gowling WLG (Canada) LLP is acting as Canadian legal counsel to the Company.
No securities regulatory authority has either approved or disapproved the contents of this press release. This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale or any acceptance of an offer to buy these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
For Further Information Please Contact:
SOL Global Investments Corp.
Paul Kania, Interim CEO, CFO
Tel: (212) 729-9208
Email: info@solglobal.com
Website: https://solglobal.com/
About SOL Global Investments Corp.
SOL Global is pioneering institutional investment in the Solana ecosystem. As one of the first publicly traded companies globally focused on Solana investment, SOL Global aims to provide unprecedented public exposure to the Solana blockchain through token acquisition, staking for yield generation, and investments in early-stage ventures being built on Solana.
Forward-Looking Statements
The Company expects to provide further updates as they become available, by way of press release, but is under no obligation to do so. There is no certainty that the U.S. IPO, the expected uplist to a senior U.S. stock exchange or the filing of a U.S. registration statement will be completed on any specific terms or timeline, or at all.
This press release contains "forward-looking information" and "forward-looking statements (collectively, "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.
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 and other risks and uncertainties and contingencies, 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. Many factors, both known and unknown, many of which are beyond our control, 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 satisfy the initial listing requirements of a senior U.S. stock exchange and other regulatory requirements in connection with its expected listing application; the Company's ability to negotiate, settle and enter into an underwriting agreement with Joseph Gunnar, upon the terms and conditions anticipated, or at all; the Company's ability to prepare and file with the SEC a registration statement in the United States, in such form as reasonably satisfactory to the Company and Joseph Gunnar, upon the timeline anticipated, or at all; the Company's ability to complete the U.S. IPO, upon the terms and conditions anticipated, or at all; the failure of the Company to obtain the applicable consents, approvals and agreements needed to complete the U.S. IPO and/or its U.S. senior stock exchange listing application; 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 divest its current investment partnerships and minority holdings; 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; timely receipt of governmental approvals, licences and permits (and renewals thereof); the speculative nature of cryptocurrencies in general; changes in national or regional economic, legal, regulatory and competitive conditions; 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 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 securities laws. SOL Global is not an affiliate of Solana and does not produce blockchain technology.
THIS NEWS RELEASE IS NOT FOR DISSEMINATION IN THE UNITED STATES OR ON A U.S. NEWSWIRE
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SOURCE: SOL Global Investments Corp.
