SOL Global Investments Corp. acquires shares of KWESST Micro Systems Inc. to increase its stake to 12%


TORONTO – (COMMERCIAL THREAD) – SOL Global Investments Corp. (the “Society” Where “SOL Global“) (CSE: SOL) (OTCQ: SOLCF) (Frankfurt: 9SB), announces that it acquired on July 22, 2021 the ownership of 205,000 ordinary shares (the”Ordinary actions“) in the capital of KWESST Micro Systems Inc. (“KWE“) On the TSX Venture Exchange (the”TSXV”) At a price of C $ 2.08 per common share (the“First transaction“), and that on August 18, 2021, it had acquired ownership of 15,000 common shares on the TSX Venture Exchange at a price of Cdn $ 1.97 per common share (the”Second operation“). Completion of the first transaction resulted in an increase from approximately 9.1% to approximately 9.6% in the percentage of SOL Global shareholding of issued and outstanding common shares on an undiluted basis. In addition, SOL Global holds 370,000 common share purchase warrants (the “Mandates“). Each warrant entitles its holder to purchase one common share at an exercise price of $ 1.75 for a period of 24 months from the date of issue. Assuming that all warrants are each exercised for one common share, SOL Global held approximately 10.3% of the issued and outstanding common shares on a partially diluted basis immediately after the completion of the first transaction. The completion of the second transaction resulted in a 2.0% increase in the percentage of SOL Global’s holdings in issued and outstanding common shares from approximately 9.6% to 11.6% on an undiluted basis, and approximately 10.3% to 12.3% on a partially diluted basis, in each case from the date of completion of the First Transaction.

The Company has acquired the securities indicated herein for investment purposes. The Company may, depending on the market and other conditions, increase or decrease its beneficial ownership of the securities of KWE, whether through open market transactions, through privately negotiated agreements or otherwise, subject to ‘a number of factors, including general market conditions and other investment and business opportunities.

This press release is issued to comply with National Instrument 62-104 – Takeover bids and public buyback offers and National Standard 62-103 – The early warning system and issues with takeover bids and insider reports. An alert report will be filed and available on SEDAR regarding the Transaction. For further information or to obtain a copy of the early warning report to be filed in relation to this press release, please contact SOL Global at the contact details provided below.

About SOL Global Investments Corp.

SOL Global is a diversified private equity and investment holding company active 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 lines of business include Retail, Agriculture, Fast Food and Hospitality, Media Technology and New Age Games and Wellness.

The registered office of the Company is located at 100 King Street West, Suite 5600, Toronto, Ontario, M5X 1C9. KWE’s head office is located at 2900 – 550 Burrard Street, Vancouver, British Columbia, V6C 0A3.

Warnings

This press release contains “forward-looking information” within the meaning of applicable securities laws. All statements contained in this document which are not clearly historical in nature may constitute forward-looking information. In some cases, forward-looking information may be identified by words or phrases such as “could”, “will”, “expect”, “likely”, “should”, “should”, “expect”, ” 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” occur, or through policy discussions. The forward-looking information contained in this press release includes, without limitation, information relating to the Company’s investment plans.

Forward-looking information is based on certain material assumptions that have been 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 of other considerations which are deemed appropriate in the circumstances. Although we consider these assumptions to be reasonable based on information currently available to management, there can be no assurance that these expectations will prove to be correct.

By their 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, predictions, projections or conclusions may not prove to be correct, that the assumptions may not be correct and the objectives, strategic goals and priorities will not be achieved. A variety 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 failure of the companies in the Company’s portfolio to carry out their activities and strategic plans whether or not envisaged, changes in national or regional economic, legal, regulatory and competitive conditions and a resurgence of the COVID-19 pandemic.

Other risk factors include: risks resulting from investing in the US marijuana industry, which may be legal under certain state and local laws but is currently illegal under US federal law; the risks of investing in securities of private companies which may limit the Company’s ability to sell or liquidate such securities and to realize value; dependence on management; the Company’s ability to service its debt; the Company’s ability to obtain additional financing from time to time to pursue its business objectives; competetion; litigation; inconsistent public opinion and perception of 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 viewed at www.sedar.com. Readers are urged to carefully consider these and other factors, uncertainties and potential events, and not to place undue reliance on forward-looking information.

The forward-looking information contained in this document is made as of the date of this press release and is based on the beliefs, estimates, expectations and opinions of management at the date on which such forward-looking information is made. The Company assumes 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 required by applicable law.


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