Solution Financial Closes Convertible Debenture Financing

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Vancouver, British Columbia–(Newsfile Corp. – March 8, 2021) – Solution Financial Inc. (TSXV: SFI) (the “Company“) is pleased to announce that it has closed its previously announced non-brokered financing of unsecured convertible debentures (“Debentures“) in the principal amount of $3,225,400. The Convertible debenture financing consisted of a reinvestment of $2,615,400 of maturing debentures and interest and $610,000 of new investments. The Debentures will mature on March 8, 2023 (“Maturity Date“) and bear interest at a rate of 5.00% per annum, calculated and paid semi-annually. The principal amount on the Debenture may be convertible into common shares in the capital of the Company (“Shares“), in whole or in part, at any time following the Issue Date but on or before the Maturity Date at a conversion price of $0.50 per Share (the “Conversion Price“). Subject to TSX Venture Exchange approval, any accrued and unpaid interest on the Debenture may be convertible into Shares at the greater of (i) the Conversion Price or (ii) the closing price of the Company’s Shares on the date of conversion.

The Debentures and the Shares issuable upon the conversion of the principal amount on the Debentures will be subject to a statutory resale restriction expiring on July 9, 2021.

The Company intends to use the proceeds of the financing to expand the Company’s portfolio of in-house leases.

The offering of the Debentures is subject to the receipt of all necessary approvals, including the final approval of the TSX Venture Exchange.

The Debentures will not be listed or posted for trading on any exchange.

Two of the directors of the Company participated in the Offering which included $100,000 of new investments and $300,000 of reinvestments of maturing debentures which constituted a “related party transaction” within the meaning of Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions (“MI 61-101“) and Policy 5.9 – Protection of Minority Security Holders in Special Transactions of the TSX-V. The issuance to the insiders is exempt from the formal valuation and the minority shareholder approval requirements of MI 61-101 as the consideration paid by such insiders did not exceed 25% of the Company’s market capitalization.

About Solution Financial

Solution Financial was incorporated under the provisions of the Business Corporations Act (British Columbia) in 2004 and specializes in sourcing and leasing luxury and exotic vehicles, yachts and other high value assets. Solution works with a select group of automotive and marine dealerships providing lending solutions to clients who cannot obtain leasing terms with traditional Canadian financial institutions. Typical customers include new immigrants, business owners and international students. Solution Financial provides a unique leasing experience whereby it partners with its clients to help them navigate the challenges of acquiring, insuring, maintaining and upgrading vehicles and luxury assets in Canada.

For further information please contact Sean Hodgins at (778) 318-1514.

ON BEHALF OF THE BOARD
(signed) “Bryan Pang”

Bryan Pang
President, CEO and Director

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.

Information set forth in this news release contains forward-looking information and statements that are based on assumptions as of the date of this news release. These statements reflect management’s current estimates, beliefs, intentions and expectations. They are not guarantees of future performance. The terms and phrases “goal”, “commitment”, “guidance”, “expects”, “would”, “will”, “continuing”, “drive”, “believes”, “indicate”, “look forward”, “grow”, “outlook”, “forecasts”, “intend”, and similar terms and phrases are intended to identify these forward-looking statements, including but not limited to statements regarding the Offering, receipt of all regulatory approvals related to the Offering and the use of proceeds thereof. The Company cautions that all forward looking information and statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond the Company’s control. Such factors include, among other things: risks and uncertainties relating to the Company’s ability to receive all necessary regulatory approvals for the Offering. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward looking information. Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking information.

This news release does not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Debentures and the Shares which may be issued on exercise thereof have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

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