TORONTO–(BUSINESS WIRE)–SOL Global Investments Corp. (“SOL Global” or the “Company”)(CSE:SOL) (OTCPK: SOLCF) (Frankfurt:9SB) announces that it disposed of 1,046,000 common shares (“Common Shares”) of Frankly Inc. (“Frankly”) (TSXV:TLK) through the facilities of the TSX Venture Exchange (the “Disposition”). The consideration received per Common Share under the Disposition was approximately $0.55, for total consideration received of $578,703. The completion of the Disposition, together with other dispositions of Common Shares by SOL Global since the last early warning report of Common Shares disposed of by the Company filed on January 27, 2020 (the “January 27 Report”) resulted in a greater than 2.0% decrease in the 11.4% Common Share holding reported in the January 27 Report.
Immediately before the completion of the Disposition, SOL Global owned 2,989,100 Common Shares, representing approximately 9.78% of the issued and outstanding Common Shares on a non-diluted basis. Following the completion of the Disposition, SOL Global now owns 1,943,100 Common Shares, representing approximately 6.36% of the issued and outstanding Common Shares on a non-diluted basis. Together with the 2,350,000 Common Share purchase warrants of Frankly currently held by SOL Global, SOL Global beneficially owns 13.04% of Frankly on a partially diluted basis.
The completion of the Disposition led to a 3.42% decrease in the Company’s security holding percentage of the issued and outstanding Common Shares. 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.
SOL Global does not anticipate disposing of any additional shares in Frankly in the immediate term.
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 Frankly’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.
As previously announced, on November 22, 2019 Frankly, Winview, Inc. and Torque entered into a three-way business combination. The Company intends to loan all or part of the proceeds from the Disposition into Torque or a subsidiary of Torque. Torque will use the proceeds to facilitate their business prior to the three-way business combination. The reinvestment of these funds into Torque signifies SOL Global’s commitment to the three-way business combination and looks forward to its successful closing and the relaunching of the combined entity, Engine Media Holdings, Inc.
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.
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. Frankly’s head office is located at 50 West 17th Street, 11th Floor, New York, New York, USA, 10011.
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.