Value of LATAM consideration has yielded tens of million appreciation over $193 million closing value
SOL Global's current issued and outstanding common shares are 49,461,381
TORONTO, Nov. 29, 2018 /PRNewswire/ - SOL Global Investments Corp. ("SOL" or the "Company") (CSE: SOL) (OTCQB: SOLCF) (Frankfurt:9SB) today reported record financial results for the six-months ended on September 30, 2018.
"During the period, SOL has made important changes in repositioning the Company to take advantage of the interest in the cannabis sector by identifying and developing cultivation assets, branded products and ancillary opportunities in the U.S., Europe and other South American markets. SOL is now well-positioned to fulfil our goal of emerging as one of the leading cannabis investors while adding non-cannabis investments where we find great value or strategic reasons that fit our portfolio," said Andy DeFrancesco, Chairman and Chief Investment Officer of SOL. "We will continue to build our portfolio of strategic transactions by identifying and structuring investments in key markets in legal states across the U.S. or other emerging markets across the globe."
- Working capital excluding the value of deferred share units totalled $250 million as of September 30, 2018 compared to $33 million as of March 31, 2018, SOL's year end.
- Consideration received pursuant to the sale of all of the issued and outstanding common shares of LATAM Holdings Inc. ("LATAM") on September 27, 2018 totalled approximately $298 million, which represents the fair value of the Aphria common shares received on the closing date, compared to a value of approximately $194 million on July 17, 2018, the date of the share purchase agreement.
- The accounting IFRS gain on the sale of LATAM totalled $203 million.
- Net income per share was $4.74 for the six-months ended September 30, 2018 compared to a loss per share of $3.72 for the same period in the prior year.
Key Business & Corporate Highlights
Sale of LATAM Holdings Inc.
During the period, the Company sold all of the issued and outstanding common shares in the capital of LATAM, a wholly‐owned subsidiary of the Company, to Aphria Inc. ("Aphria"). In consideration, Aphria issued 15,678,310 of its common shares to the Company at a deemed price per share of $12.31 (the "Purchased Shares"). In addition, Aphria assumed USD$1,000,000 in aggregate liabilities owing to the Company. As a condition of closing, 350,000 Purchased Shares were held back upon closing. These Share were subsequently released to the Company upon the post-closing satisfaction of a USD$5,000,000 liability owing by the Company to a subsidiary of LATAM. The sale of the common shares of LATAM resulted in an accounting gain of approximately $203 million. The quoted fair value of the Aphria common shares that SOL held as at September 30, 2018 was $282 million.
Verano Holdings, LLC
In October, the Company announced an USD$88 million investment in Class B units of Verano Holdings, LLC ("Verano"), on a brokered private placement basis. Verano is a privately held, licensed operator of cannabis cultivation, manufacturing and retail facilities in four U.S. states (Illinois, Maryland, Nevada, and Florida) with 35+ additional licenses under development in Maryland, Michigan, Ohio, Florida and Puerto Rico. SOL concurrently announced the entering into of a definitive share purchase agreement to acquire all of the issued and outstanding common shares of CannCure Investments Inc. ("CannCure"). CannCure indirectly owns 60% of the membership interests of 3 Boys Farms LLC ("3 Boys"), a Florida-based limited liability company with authorization to cultivate, process and dispense medical cannabis as a licensed medical marijuana treatment center in the State of Florida. CannCure also holds an indirect contractual right and obligation to purchase the remaining 40% of the membership interests of 3 Boys. SOL also announced the entering into of an agreement to sell, subject to the completion of the acquisition of CannCure, its entire interest in 3 Boys to Verano in exchange for USD$100 million in additional Class B units. The closing of all transactions related to 3 Boys and CannCure is subject to the receipt of all required governmental approvals including from the Florida Department of Health, Office of Medical Marijuana Use.
Verano is a privately held, vertically integrated cannabis company, aiming to become one of the largest U.S. cannabis businesses in 2019. Along with SOL's investment, Verano owns and/or manages nine licensed cannabis facilities in the United States, reaching a population of over 42 million. The Company's strategic investment will give SOL an approximate 28% stake in Verano and expand its investments in key U.S. markets. SOL's interest in Verano will further strengthen the Company's position as a leading cannabis investor in the U.S. cannabis industry.
SOL is committed to having the best leadership in the industry. Andy DeFrancesco assumed the position of Chief Investment Officer on November 1, 2018, leading the Company's investment strategy. This is in addition to his role as Chairman of the Board, to which he was nominated on September 4, 2018. Brady Cobb was appointed Chief Executive Officer of the Company on October 3, 2018, replacing Rob Reid who remains an active member of the Board. Mr. Cobb brings almost a decade of experience in the cannabis industry both as a lawyer, registered state and federal lobbyist in the U.S. and consultant. In addition, on September 28, 2018 Peter Liabotis was appointed Chief Financial Officer of the Company. Mr. Liabotis brings public company and transactional experience to SOL.
On October 25, 2018 the Company changed its name from "Scythian Biosciences Corp." to "SOL Global Investments Corp." The Company's shareholders approved the name change at a special meeting of shareholders held on September 14, 2018. In connection with the name change, the common shares of the Company began trading on the Canadian Securities Exchange under the new symbol "SOL" on October 29, 2018. In the United States, the Company's new trading symbol changed to "SOLCF" and commenced trading on the OTCQB on October 25, 2018.
For more information on SOL Global Investments Corp, please visit the Company's website -- https://solglobal.com/
About SOL Global Investments Corp.
SOL is an international company with a focus on, but not limited to, cannabis and cannabis related companies in legal U.S. states. 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 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, but is not limited to, statements with respect to: the Company's future investments, transactions and strategy, the completion of the transactions with CannCure and Verano, and the Company's ability to compete in the jurisdictions in which it operates. 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. Such factors include, without limitation, but not limited to: the Company's ability to comply with all applicable governmental regulations in a highly regulated business; investing in target companies or projects which have limited or no operating history and are engaged in activities currently considered illegal under US federal laws; changes in laws; limited operating history; reliance on management; requirements for additional financing; competition; 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 and annual information form, both of which have 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.
SOURCE SOL Global Investments Corp.