TORONTO – (COMMERCIAL LINE) – SOL Global Investments Corp. (the “Society” or “Global SOL“) (CSE: SOL) (OTCQ SOLCF) (Frankfurt: 9SB) announces that on 20 December 2021 it has acquired the ownership of 62,500 ordinary shares (the”Common Shares“) In the capital of Atmofizer Technologies Inc. (“ATMO“) On the Canadian Securities Exchange (the”CSE“) At an average price of CAD $ 2.618 per Ordinary Share (the”Transaction“). The completion of the Transaction entailed an increase from approximately 8.34% to approximately 8.42% in the percentage holding in SOL Global securities of the Ordinary Shares issued and in circulation on an undiluted basis. In addition, SOL Global owns 1,299,999 warrants for the purchase of ordinary shares (the “Mandates“). Each Warrant authorizes the holder to purchase one Common Share at the strike price of $ 3.50 USD for a period of 24 months from the date of issue. Assuming that all Warrants are each exercised immediately upon completion of the Transaction for an Ordinary Share, SOL Global would have owned approximately 10.00% of the Ordinary Shares issued and in circulation on a partially diluted basis.
The Company acquired the securities listed herein for investment purposes. The Company may, depending on market and other conditions, increase or decrease its beneficial ownership in ATMO securities, whether in open market transactions, through privately negotiated arrangements or otherwise, subject to a number of factors, including conditions general market and other investment and business opportunities.
This press release, and the advance notice report filed in connection with the Settlement, was filed late due to an administrative error. From the date of the Transaction, SOL Global has continued to trade ATMO securities on an ordinary basis on the CSE. SOL Global’s purpose for trading ATMO securities, the way it trades ATMO securities and the overall volume and nature of trading have been conducted in the ordinary course from the date of the Transaction. As of the date of this document, SOL Global holds approximately 9.0% of the issued and outstanding Ordinary Shares on an undiluted basis. Additionally, SOL Global owns 1,299,999 Warrants as of the date of this document. Assuming that all Warrants are each exercised for one Ordinary Share, SOL Global owned approximately 10.58% of the issued and outstanding Ordinary Shares on a partially diluted basis.
This press release was issued to comply with National Instrument 62-104 – Public takeover bids and offers of the issuer and National Instrument 62-103 – The Early Warning System and related issues relating to takeover bids and insider Reporting. A prior notice report will be filed and available on SEDAR regarding the Transaction. For more information or to obtain a copy of the Early Warning Report to be submitted in connection with this press release, please contact SOL Global at the contact details listed below.
About SOL Global Investments Corp.
SOL Global is a diversified investment and private equity holding engaged in the small and mid cap sectors. SOL Global’s investment partnerships range from minority positions to large strategic holdings with active advisory mandates. The company’s seven main business segments include retail, agriculture, QSR and hospitality, media technology and games, and New Age Wellness.
The company headquarters are located at 100 King Street West, Suite 5600, Toronto, Ontario, M5X 1C9. ATMOS headquarters are located at 550 Burrard Street, Suite 2300, Bentall 5, Vancouver, British Columbia, V6C 2B5.
This press release contains “forward-looking information” within the meaning of applicable securities laws. Any 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 “could”, “will”, “expect”, “probable”, “should”, “would have”, “plan”, “anticipate”, “intend” , “potential”, “proposed”, “estimate”, “believe” or the negative of these terms, or other similar words, expressions and grammatical variations, or statements that certain events or conditions “may” or “will” occur, or from strategy discussions. The forward-looking information contained in this press release includes, but is not limited to, information relating to the Company’s investment plans.
Forward-looking information is based on certain material assumptions that have been applied to draw a conclusion or make a forecast or projection, including management’s perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are deemed appropriate in the circumstances. While we consider these assumptions to be reasonable based on the information currently available to management, there is no assurance that these expectations will prove to be correct.
By its nature, forward-looking information is subject to inherent risks and uncertainties which may be general or specific and which give rise to the possibility that expectations, forecasts, forecasts, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic objectives and priorities will not be achieved. A number of factors, including known and unknown risks, many of which are beyond our control, could cause actual results to differ materially from the forward-looking information contained in this press release, including the inability or bankruptcy of the Company’s portfolio companies to carry out its business and strategic plans envisaged or entirely, changes in national or regional economic, legal, regulatory and competitive conditions and a resurgence of the COVID-19 pandemic.
Other risk factors include: the risks of investing in the US marijuana industry, which may be legal under some state and local laws but is currently illegal under US federal law; the risks of investing in the securities of private companies which may limit the Company’s ability to sell or otherwise liquidate such securities and realize value; reliance on management; the Company’s ability to honor its debt; the Company’s ability to obtain additional financing from time to time for the pursuit of its corporate objectives; competition; litigation; inconsistent public opinion and perception regarding the medical and adult marijuana industry; and regulatory or policy change. Additional risk factors can also be found in the Company’s current MD&A, which has been filed on SEDAR and can be found at www.sedar.com. Readers are advised to consider these and other factors, uncertainties and potential events carefully and not to place undue reliance on forward-looking information.
The forward-looking information contained in this document is prepared as of the date of this press release and is based on the beliefs, estimates, expectations and opinions of management as of the date of such forward-looking information. 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 differences between subsequent actual events and such forward-looking information, except as provided by applicable law.