SOL International Provides Typical Functions Update for February 2021 | Business enterprise & Finance

Verano Holdings Transaction

As previously disclosed, the Corporation is delighted to announce that Verano Holdings, LLC (“ Verano ”), the Company’s biggest core financial commitment holding, has executed a definitive merger arrangement to consummate a go-public transaction in Canada (the “ Transaction ”). The Transaction will be effected by Verano taking part in a reverse takeover of Majesta Minerals Inc. (“ Majesta ”), a reporting issuer in Alberta, Canada. The Transaction will consist of Verano’s formerly-declared merger with Alternate Professional medical Enterprises, LLC, Plants of Ruskin, LLC, RVC 360, LLC and affiliated providers (collectively, “ AltMed ”), vertically-integrated professional medical cannabis companies that apply pharmaceutical sector standards to build, cultivate, produce, and dispense clinical cannabis and clinical cannabis items in Florida and Arizona. The Transaction is predicted to final result in a very-accretive mix of Verano and AltMed with the ensuing business running below the identify “Verano Holdings Corp.” (the “ Ensuing Issuer ”). The consummation of the Transaction is subject to the approval of Majesta’s shareholders, antitrust and other regulatory approvals, court docket approval and other customary closing conditions. The subordinate voting shares of the Ensuing Issuer are expected to be listed for trading on the Canadian Securities Trade (the “ CSE ”).

The transaction will have a significant favourable impression on the Company’s net asset price and the Company will update the market in a timely fashion as information and facts is offered. To tackle improper positions taken by the Company’s financial institution with regard to the Company’s Verano shares, the Company initiated litigation in opposition to the financial institution as explained underneath.

On the completion of the Transaction, SOL Global expects to promptly hold 25.2 million subordinate voting shares of the Ensuing Issuer. SOL International appears to be like forward to observing Verano go on to grow its MSO operations in the United States. Verano has successfully scaled up its functions in quite a few essential hashish marketplaces in the U.S., together with Illinois, New Jersey and Nevada (possibly specifically or by way of affiliate marketers/subsidiaries), and is perfectly positioned to continue to deliver extraordinary quarter over quarter growth.

Bluma Wellness Inc. Update

On January 14, 2021, SOL World-wide portfolio firm, Bluma Wellness Inc. (“ Bluma Wellness ”), announced the coming into into of a definitive arrangement agreement with Cresco Labs Inc. (CSE:CL) (OTCQX: CRLBF) (“ Cresco Labs ”) dated January 13, 2021 (the “ Arrangement ”), a person of the largest vertically integrated multi-condition hashish operators in the United States, pursuant to which Cresco Labs will acquire all of the issued and exceptional shares of Bluma Wellness in an all-share transaction that values Bluma Wellness at an equity worth of $213 million (the “ Bluma Arrangement ”). For far more data on the Bluma Arrangement and the terms of the Agreement, make sure you see the Bluma Wellness news launch dated January 14, 2021. A particular assembly of Bluma Wellness shareholders is anticipated be held on March 12, 2021 where Bluma Wellness shareholders will be questioned to think about the approval of the Bluma Arrangement. Further data on the Bluma Arrangement will be delivered in a management info circular that will be mailed to Bluma Wellness shareholders and posted on Bluma Wellness’ profile on SEDAR at www.sedar.com. Issue to the receipt of all needed approvals, the Bluma Arrangement is expected to be finished by the start out of the 2nd quarter of 2021.

SOL World further announces that it intends to divest all of its 16,891,749 typical shares (10.5% undiluted possession) and 6,450,000 warrants in Bluma Wellness to selected arm’s length minimal partnerships (the “ Purchasers ”) prior to the closing of the Bluma Arrangement for strategic conclusions and to comply with certain Florida state restrictions that limit investments in several accredited Florida healthcare cannabis cure facilities. The gross proceeds from the divestitures are envisioned to sum to about US$23 million. SOL International will continue to keep a non-managing 33% economic desire in Bluma Wellness on a entirely-diluted foundation. Any and all Purchasers will be needed to execute and deliver voting assist and lock-up agreements to Cresco to vote in favour of the Bluma Arrangement and not to market or transfer a part of the Cresco shares to be acquired upon closing of the Bluma Arrangement for up to an 8-month time period subsequent closing.

For added information on Bluma Wellness, please visit the company’s website at www.oneplant.us.

Commencement of Litigation

On February 7, 2021, the Business initiated litigation in the Point out of New York from its lender, 1235 Fund LP, an affiliate of MMCAP, looking for declaratory relief that, between other points, this financial institution is not entitled to be repaid in any home other than income. The Organization is getting represented in the litigation by attorneys Alex Spiro of Quinn Emanuel Urquhart & Sullivan, LLP and Joe Groia of Groia & Corporation.

On July 8, 2019, the Corporation introduced that it had completed a $50,000,000 personal placement financing by way of the challenge and sale of a senior secured non-convertible debenture (” Debenture “). The Debenture bears curiosity at 6.% for each annum and will experienced on July 5, 2021.

If a certain transaction involving Verano and Harvest Wellness and Recreation Inc. (“ Harvest ”) had happened (the “Harvest Transaction” ), the loan company would have been repaid in shares of possibly Verano or Harvest, which would have enabled the lender to cover its quick placement in Harvest and supplied the financial institution with a realistic premium of return over and above the stipulated 6%. The Harvest Transaction did not shut and so the Debenture is repayable only in cash. Nonetheless, on February 5, 2021, the lender has wrongfully sent a official observe purportedly electing to get, in its place of dollars, Verano shares presently owned by the Enterprise whose worth is additional than 200% of the principal price of the Debenture. On February 7, the financial institution took the official situation that the Company’s participation in an trade of shares that will happen routinely as a result of the Transaction (as outlined higher than) is a breach of the Company’s obligations below the Debenture and related agreements. The Enterprise rejects all these positions. It suggested the loan provider that the loan provider has no appropriate to be compensated in Verano shares beneath the Debenture for a number of reasons which include that it is inconsistent with the intention of the events after the Harvest Transaction did not close. In addition, the loan provider has no correct to declare shares primarily based on the claimed breach and the lender’s purported election would consequence in the financial institution acquiring an effective fascination level appreciably over and above the price permitted less than the Legal Code of Canada.

The Firm recommended the loan provider that it will repay the Debenture in cash pursuant to its terms. To handle any uncertainty ensuing from the lender’s positions, the Enterprise commenced litigation from the financial institution and a different looking for declaratory reduction that, among other things, the lender has no right to be repaid in Verano shares. As a end result of the lender’s positions, SOL Global has decided that it will no for a longer time do enterprise with it nor take part in any transaction in which the loan company is concerned.

SOL International and its investments and portfolio providers have continued to provide for both equally purchasers and shareholders regardless of challenges in the total cannabis space and uncertain marketplace ailments brought about by the ongoing COVID-19 pandemic. SOL Global’s portfolio providers have tailored to the latest ecosystem through the continued scale-up of existing Florida hashish manufacturing amenities, the ongoing enlargement of Bluma Wellness operating subsidiary Just one Plant Florida’s now strong household- and curbside-delivery network and on-line purchasing process, and the continued oversight of strategic company alternatives. SOL International continues to be self-assured that it will go on to temperature the COVID-19 storm and will arise from the pandemic as a strengthened leader in the bigger hashish market.

About SOL International Investments Corp.:

SOL World is an global financial commitment enterprise with a emphasis on investing in hashish and hashish linked firms in legal U.S. states, the hemp and CBD marketplaces and the emerging European cannabis and hemp marketplaces with an aim of providing shareholders with a prolonged term return via funds appreciation, dividends and desire from its investments. If SOL World-wide believes there is a strategic reason to do so, it could also commit in providers not in the cannabis sector.

This press release is made up of “ahead-hunting data” inside of the this means of applicable securities regulations. All statements contained herein that are not obviously historical in character may represent ahead-on the lookout information and facts. In some scenarios, ahead-on the lookout information can be identified by terms or phrases these kinds of as “may possibly”, “will”, “hope”, “possible”, “should really”, “would”, “plan”, “foresee”, “intend”, “opportunity”, “proposed”, “estimate”, “believe that” or the negative of these terms, or other identical words, expressions and grammatical versions thereof, or statements that selected gatherings or problems “could” or “will” come about, or by discussions of tactic. The forward-wanting info contained in this push launch features, with no limitation, the phrases and predicted completion of the Transaction, the Transaction resulting in a extremely accretive enterprise combination, the anticipated impact of the Transaction on the Company’s internet asset worth, expectations regarding the Ensuing Issuer’s growth, the Resulting Issuer’s listing on the CSE, the Company’s curiosity in the Ensuing Issuer straight away pursuing the completion of the Transaction, the terms and expected completion of the Bluma Arrangement, the day of the Bluma Wellness special conference of shareholders to vote on the Bluma Arrangement, the Company’s intention to divest its securities in Bluma Wellness prior to the closing of the Bluma Arrangement, the Organization retaining a non-managing economic curiosity in Bluma Wellness, the expected gross proceeds from the divestiture of the Company’s securities in Bluma Wellness, the Company’s intention to repay the Debenture in funds and the Company’s anticipations concerning its means to operate and arise from the COVID-19 pandemic.

Ahead-hunting information and facts is based mostly upon specified materials assumptions that were being used in drawing a summary or making a forecast or projection, together with management’s perceptions of historical traits, recent situations and envisioned long term developments, as properly as other considerations that are believed to be proper in the circumstances. Even though we look at these assumptions to be reasonable centered on information presently obtainable to management, there is no assurance that such expectations will demonstrate to be proper.

By their character, ahead-searching details is subject matter to inherent risks and uncertainties that could be standard or particular and which give increase to the risk that expectations, forecasts, predictions, projections or conclusions will not show to be correct, that assumptions may well not be proper and that objectives, strategic plans and priorities will not be reached. A wide variety of elements, such as regarded and unfamiliar hazards, many of which are further than our control, could bring about precise final results to differ materially from the ahead-on the lookout facts in this push launch together with the failure by Verano, Majesta or Altmed to get all necessary corporate, regulatory and court approvals for the Transaction, improvements in national or regional financial, legal, regulatory and aggressive circumstances, Verano’s designs for commercialization and modifications in its relationships with vendors, Verano’s means to obtain capital, expectations about industry acceptance of the Transaction, the failure by Bluma Wellness or Cresco Labs to attain all requisite company, regulatory and court docket approvals for the Bluma Arrangement, the possibility that the Business might not consummate the divestitures of its Bluma holdings on favorable monetary phrases, the consequence of litigation in respect of the repayment of the Debenture and a resurgence in the COVID-19 pandemic.

Other chance components incorporate: the pitfalls resulting from investing in the US marijuana field, which may possibly be legal below certain point out and regional laws but is currently unlawful below U.S. federal law the dangers of investing in securities of non-public corporations which may well limit the Company’s capability to promote or if not liquidate all those securities and notice worth reliance on management the potential of the Enterprise to company its financial debt the Company’s ability to attain more financing from time to time to pursue its enterprise aims level of competition litigation inconsistent public view and perception about the professional medical-use and adult-use cannabis business and regulatory or political improve. Further risk aspects can also be located in the Firm’s latest MD&A, which has been submitted on SEDAR and can be accessed at www.sedar.com. Audience are cautioned to look at these and other components, uncertainties and potential gatherings meticulously and not to place undue reliance on ahead-searching details.

The ahead-seeking information contained herein is produced as of the day of this push release and is based mostly on the beliefs, estimates, expectations and opinions of management on the day this sort of ahead-searching information is built. The Business undertakes no obligation to update or revise any forward-wanting information and facts, whether or not as a result of new data, estimates or views, future gatherings or results or otherwise or to reveal any substance difference among subsequent genuine activities and these types of ahead-on the lookout information and facts, except as demanded by relevant law.

Contact: SOL World Investments Corp.

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Key word: NORTH America CANADA

Industry Key phrase: Expert Expert services Health and fitness OTHER Professional Providers OTHER Well being FINANCE PHARMACEUTICAL

Source: SOL World Investments Corp.

Copyright Organization Wire 2021.

PUB: 02/08/2021 09:26 AM/DISC: 02/08/2021 09:26 AM