TORONTO, July 29, 2019 /PRNewswire/ - SOL Global Investments Corp. ("SOL Global" or the "Company") (SOL.CN) (SOLCF) (Frankfurt: 9SB) is pleased to announce that it has purchased an additional 16,766,250 common shares ("Heavenly Shares") in the capital of HeavenlyRx Ltd. ("Heavenly Rx" or "Heavenly") at a price of $0.40 for an aggregate subscription amount of CAD$23,909,000.
The subscription is part of a larger private offering by HeavenlyRx of Heavenly Shares (the "Offering"). As a result of this subscription, SOL Global now holds 44.53% of the issued and outstanding Heavenly Shares and the other shareholders of Heavenly Rx collectively hold the remaining 55.47%. The Heavenly Shares are subject to an indefinite hold period under applicable Canadian securities laws.
"HeavenlyRx, through the expertise of the new management team under Paul Norman and their stream of acquisitions, is quickly becoming a dominant player in CBD wellness. This is a team and strategy we want to be part of in a large way. SOL Global's continued investment in HeavenlyRx has fast-tracked the onboarding of highly relevant consumer brands to the company's portfolio ensuring their solid foundation as a leader in the CBD wellness" said Andy DeFrancesco, Chairman & Chief Investment Officer of SOL Global.
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.
About SOL Global Investments Corp
SOL Global is an international investment company with a focus on, but not limited to, cannabis and cannabis related companies in legal U.S. states, the hemp and CBD marketplaces and the emerging European cannabis and hemp marketplaces. Its strategic investments and partnerships across cultivation, distribution and retail complement the company's R&D program with the University of Miami. It is this comprehensive approach that is positioning SOL Global as a future frontrunner in the United States' medical cannabis industry.
This news release contains "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.
The forward-looking information contained in this press release includes statements relating to the strategic plans of Heavenly Rx. 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, there is no assurance that such expectations will prove to be correct.
SOURCE SOL Global Investments Corp.