Sol Global's Ownership Increases to 42% of HeavenlyRx
TORONTO, July 12, 2019 /PRNewswire/ - 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).