TORONTO--(BUSINESS WIRE)--SOL Global Investments Corp. (“SOL Global” or the “Company”) (CSE: SOL) (OTCPK: SOLCF) (Frankfurt: 9SB) is pleased to provide its investors with unaudited financials for the first quarter ended February 28, 2022, and a general operational update concerning the Company’s assets and investments. All figures in this press release are in Canadian dollars, unless otherwise indicated.
Unaudited Quarter-End Results
“Despite a challenging quarter due to market volatility in the underperforming markets, and specifically the cannabis sector, we are beyond confident in how well SOL Global is positioned to generate growth into the future from our diversified portfolio," said Kevin Taylor, SOL Global’s newly appointed Chairman and CEO.
“Our team is built on resilience and that will continue to flow as we work closely with the management teams of our portfolio companies. We have a track record of extracting maximum value from our core holdings and we will emerge from these markets bigger stronger and positioned better than ever for value creation.”
The Company’s financial statements for the second quarter ended May 31, 2022, will be released on July 29, 2022
Simply Better Brands and Jones Soda To Merge
Simply Better Brands Corp. (“SBBC”) and Jones Soda Co. (“JSDA” or “Jones Soda”), two of the Company’s core investment holdings, recently announced that they have agreed to a transaction in which SBBC will acquire all issued and outstanding common shares of Jones Soda at a deemed value of US$0.75 per share, payable in fully paid and non-assessable common shares of SBBC based on a price per share equal to US$3.65. In addition, SBBC has agreed to assume all of Jones Soda’s outstanding debt. The aggregate value of the transaction is approximately US$98.9 million. The combined company is expected to increase shareholder value through operational synergies and accelerated sales growth in three areas: food and beverage (Jones Soda and Trubar); plant-based wellness — CBD and THC (PureKana, Seventh Sense, Herve, Mirage and Mary Jones); and health and beauty (No BS Skincare).
Simply Better Brands Operational Update
Prior to the announcement, SBBC grew its portfolio of innovative brands by acquiring Hervé Edibles Limited, a producer of high-end confectionary-quality cannabis-infused macarons and hard candies, in which the Company held a minority-equity investment pursuant to an all-stock transaction for aggregate consideration of approximately $9 million.
Jones Soda Operational Update
Prior to the announcement, Jones Soda launched its cannabis-infused beverage and edibles business with the release of its first products under the new Mary Jones brand.
The launch portfolio includes 16 different SKUs from the beverage company, known for its unconventional soda flavors. The products include single- and multi-dose infused sodas, syrup and gummies offered in four of the most popular Jones Soda flavors: Root Beer, Berry Lemonade, Green Apple and Orange Cream.
“We bring an iconic brand with an equity that eclipses any current cannabis brand in the market, passionate fans who love our signature flavors and a 25-year history of having fun with consumers by putting our fans’ photos on our labels, their quotes under our bottle caps and being available in record shops as often as the grocery store. This is real earned credibility you can’t fabricate,” said Bohb Blair, Chief Brand officer of Mary Jones Cannabis Inc. “With all of these advantages, our irreverent personality and putting a cannabis twist on our brand traditions, we believe we are uniquely positioned to dominate the category.”
Other Highlights for Q2
House of Lithium Update
House of Lithium Investment Updates:
COVID-19 Update
SOL Global and its investments and portfolio companies have continued to deliver for both clients and shareholders despite challenges in the overall cannabis space and uncertain market conditions caused by the ongoing COVID-19 pandemic. SOL Global continues to monitor COVID-19 developments.
About SOL Global Investments Corp.:
SOL Global is a diversified investment and private equity holding company engaged in the small and mid-cap sectors. The Company’s investment partnerships range from minority positions to large strategic holdings with active advisory mandates. The Company’s six primary business segments include Retail (QSR & Hospitality), Agriculture (including Cannabis), Technology (with a focus on Clean-Tech and Electric Vehicles), Esports and Gaming, Cryptocurrency, and New Age Wellness.
Non-IFRS Financial Measures
This press release includes references to NAV or net asset value, which is a financial measure that does not have a standardized meaning prescribed by IFRS. Net asset value is calculated as the value of total assets less the value of total liabilities at a specific date. Net asset value per share is calculated as the value of total assets less the value of total liabilities divided by the total number of common shares outstanding as at a specific date. The term NAV does not have any standardized meaning and therefore may not be comparable to similar measures presented by other issuers. The Company believes NAV not only provides management with comparable financial data for internal financial analysis but also provides meaningful supplemental information to investors. In particular, management believes this financial measure can provide information useful to its shareholders in understanding the performance of the Company and may assist in the evaluation of its business relative to that of its peers. Investors are cautioned that this non-IFRS measure should not be considered in isolation or construed as an alternative to the measurements of performance calculated in accordance with IFRS as, given the non-standardized meaning, it may not be comparable to similar measures presented by other issuers. Existing NAV of the Company is not necessarily predictive of the Company’s future performance or the NAV of the Company as at any future date.
Calculation and Reconciliation of NAV
| February 28, 2022 | February 28, 2021 | ||
Investments (include Convertible Debt & Promissory Notes) | 315,150,877 | 520,324,034 | ||
Cash | 1,260,660 | 18,097,195 | ||
Other assets | 13,429,926 | 7,507,421 | ||
Net deferred tax asset (liability) | 13,976,360 | (25,932,723) | ||
Taxes payable | (27,561,918) | (34,339,011) | ||
Debenture | (31,662,194) | (48,238,158) | ||
Other liabilities | (25,206,020) | (21,370,683) | ||
Total | 259,387,691 | 416,048,075 | ||
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Diluted Shares | 50,430,129 | 58,421,780 | ||
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NAV | $5.14 | $7.12 |
Cautionary Statements
This press 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, without limitation, future operational plans of the Company’s portfolio companies, the expected date for the release of the Company’s second quarter financial statements, strategic plans for House of Lithium to go public, the expected distribution of proceeds from the Company’s US$11.5 million investment in shares of Core Scientific, the proposed transaction between SBBC and Jones Soda and the expected benefits therefrom, and the Company’s expectations regarding its ability to operate and emerge from the COVID-19 pandemic.
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.
By their nature, forward-looking information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that 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 in this press release including the inability or failure of the Company’s portfolio companies to execute their business and strategic plans as contemplated or at all, inability or failure of House of Lithium to complete a going public transaction as planned or at all, the receipt of all applicable stock exchange and regulatory approvals for House of Lithium’s go-public transaction, the inability or failure of the Company’s or House of Lithium’s portfolio companies to execute their business and strategic plans as contemplated or at all, changes in national or regional economic, legal, regulatory and competitive conditions and a resurgence in the COVID-19 pandemic.
Other risk factors include: the risks resulting from investing in the US marijuana industry, which may be legal under certain state and local laws but is currently illegal under U.S. federal law; the risks of investing in securities of private companies which may limit the Company’s ability to sell or otherwise liquidate those securities and realize value; reliance on management; the ability of the Company to service its debt; the Company’s ability to obtain additional financing from time to time to pursue its business objectives; competition; litigation; inconsistent public opinion and perception regarding the medical-use and adult-use marijuana industry; and regulatory or political change. Additional risk factors can also be found in the Company’s current MD&A, which has been filed on SEDAR and can be accessed at www.sedar.com. Readers are cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking information.
The forward-looking information contained herein is made as of the date of this press release and is based on the beliefs, estimates, expectations and opinions of management on the date such forward-looking information is made. 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 difference between subsequent actual events and such forward-looking information, except as required by applicable law.
Financial Outlook
The Company and its management believe that the estimated NAV contained in this press release is reasonable as of the date hereof and is based on management’s current views, strategies, expectations, assumptions and forecasts, and have been calculated using accounting policies that are generally consistent with the Company’s current accounting policies. This estimate is considered future-oriented financial outlook and financial information (collectively, “FOFI”) under applicable securities laws. This estimate has been approved by management of the Company as of the date hereof. Such FOFI is provided for the purposes of presenting information about management’s current expectations and goals in determining the intrinsic value of the Company’s aggregate investments. However, because this information is highly subjective and subject to numerous risks, including the risks discussed above under “Cautionary Statements”. The FOFI should not be relied on as necessarily indicative of future results. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the FOFI prove incorrect, then the actual results could vary materially from the estimate. Although management of the Company has attempted to identify important risks factors, other uncertainties and factors not known to the Company could cause actual results to differ materially from the estimate. The Company disclaims any intention or obligation to update or revise any FOFI, whether as a result of new information, future events or otherwise, except as required by securities laws.
