Bluma Wellness and HeavenlyRx To Operate As Independent Public Companies Separate and Apart From SOL Investment Group Post Closing
TORONTO, Sept. 4, 2019 /PRNewswire/ - SOL Global Investments Corp. ("SOL Global" or the "Company") (CSE:SOL (SOLCF) (9SB.F) today announced that Andy DeFrancesco will step down from his role as Chief Investment Officer and Chairman of the Company. Mr. DeFrancesco will take on a new role leading a new, independent investment company, SOL Investment Group ("SIG"), which will be created following SOL Global's proposed change of business to that of a U.S. multi-state cannabis operator ("MSO") under the new name, "Bluma Wellness Inc." ("Bluma" or "Bluma Wellness"). The proposed changes would become effective upon completion of SOL Global's change of business, which is expected to close on or before the end of October, 2019. The Company's change of business is subject to the receipt of requisite shareholder approval and approval from the Canadian Securities Exchange. SOL Global's CEO Brady Cobb will become Interim Chair of SOL Global as it completes the transition to the previously announced MSO and until the Company announces a new Chairman.
SIG will be spun out of SOL Global and operate completely independent of Bluma Wellness and HeavenlyRx. SOL Global intends to spin off all of SOL Global's non-MSO assets not under the Bluma Wellness umbrella to SIG. Mr. DeFrancesco will serve as Executive Chairman of SIG and take on the role of CIO. SOL Global CEO Brady Cobb will lead the Bluma Wellness team upon the completion of the change of business expected in October of 2019, while former Kellogg's President Paul Norman will continue to oversee HeavenlyRx. Further details of the spin-off transaction will be provided in the coming weeks as the Company works to conclude its strategic review of its assets.
"I have worked on a number of strategic initiatives over the last months to maximize and unlock shareholder value and I'm happy we can implement those for our stockholders now. I've always stated my strengths are on the investment side and not on operations and there comes a time when founders and entrepreneurs need to step aside," said Mr. DeFrancesco. "The Board of SOL Global is presently having a formal valuation completed by Duff & Phelps to ensure transparent accuracy to all SOL Global stockholders as the assets will now be managed completely independently in a separate, private non-related company from Bluma Wellness and HeavenlyRx. SIG will remain a stockholder of both through the capital invested to date but it's over to Brady and Paul, and their respective teams, to take Bluma Wellness and HeavenlyRx to the next levels. I'm beyond confident that will happen."
Under Mr. DeFrancesco's and Mr. Cobb's leadership, SOL Global has undergone an aggressive growth strategy in the cannabis sector including acquiring CannCure on April 8, 2019 and its subsidiary 3 Boys Farm. Since Sol Global's acquisition of Canncure, 3 Boys Farm is one of the originally licensed medical marijuana treatment centers in Florida, and has completed substantial operational upgrades to its Ruskin, Florida cultivation facility. 3 Boys Farm has launched sales via home delivery to rave reviews, and will open six (6) dispensaries in Florida in 2019. SOL Global has also signed a binding LOI to acquire ECD, Inc., which operates as Northern Emeralds ("Northern Emeralds"), an industry leading cannabis cultivation, processing and distribution company headquartered in Humboldt County, California. The Company has a binding LOI to acquire the Michigan-based MCP Wellness Inc. ("MCP Wellness"), which is presently operating three dispensaries in the Detroit area, is opening a fourth dispensary in Ann Arbor, and is finalizing plans to construct a cultivation facility (MCP already holds a cultivation license). SOL Global has signed a binding LOI to acquire six licensed cannabis dispensaries in California that will operate under the nationally recognized "One Plant" brand and intellectual property. One Plant is expected to be the brand name of all of Bluma Wellness's anticipated 49 retail stores spread throughout Florida, Michigan and California. It is intended that Bluma Wellness will own and operate 100% of 3 Boys Farm, MCP Wellness, One Plant and Northern Emeralds subsequent to closing and have added key talent from the banking, hospitality and finance sectors to support Bluma's strategic growth. Further, the Company will be making future announcements about key additions to its board and management team. Additionally, the Company is proud of the top-tier management team and board that has been assembled for Heavenly Rx, which includes: Paul Norman (former Kellogg's president), Clive Sirkin (former Kellogg's CGO), Ron Dissinger (former Kellogg's CFO), Bill Wolz (former Pabst Blue Ribbon CFO), and Judge Jeanine Pirro (Fox News host).
"I'm positive that our operations in Bluma Wellness and HeavenlyRx could not be in better hands with Brady and Paul which allows me to focus on realizing gains in our investment portfolio and getting our loyal stockholders paid through a preferred share dividend structure that we will be outlining in detail in the coming weeks with effective dates," said Mr. DeFrancesco. He added, "SOL Investment Group will continue to invest in areas of interest that we find strategic to our existing holdings while aiming to pioneer new sectors we believe to have explosive growth as the early adopter."
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, without limitation, statements relating to the proposed changes in Mr. DeFrancesco's title and position, the Company's proposed change of business to that of an MSO, timing on the completion of the Company's proposed change of business, the creation of a new independent investment company, the proposed acquisitions of MCP Wellness, Northern Emeralds and the six licensed dispensaries in California and the strategic business plans of the Company. 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, but are 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, 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.
The securities referred to in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended ("U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent such registration or an applicable exemption from the registration requirements of the U.S. Securities Act. This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities.
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