Vancouver, British Columbia–(Newsfile Corp. – March 30, 2021) – Solution Financial Inc. (TSXV: SFI) (the “Company“) is pleased to announce it has filed a final short form prospectus (the “Prospectus“) in connection with its previously announced “best efforts” public offering of a minimum of 7,500,000 units of the Company (each a “Unit“) and a maximum of 25,000,000 Units (the “Maximum Offering“) at a price of C$0.40 per Unit (the “Offering Price“) for minimum gross proceeds of C$3,000,000 and maximum gross proceeds of C$10,000,000 (the “Offering“). The Company has entered into an agency agreement (the “Agency Agreement“) with iA Private Wealth Inc. (the “Agent“) to sell the Units on a commercially reasonable best efforts agency basis.
Each Unit will be comprised of one common share of the Company (each a “Share“) and one-half of one Share purchase warrant (each whole Share purchase warrant, a “Warrant“). Each Warrant will entitle the holder to acquire one Share at an exercise price of C$0.50 per Share. The Warrants will be exercisable for a period of 12 months following the closing of the Offering (the “Closing“).
Pursuant to the terms of the Agency Agreement, the Company has agreed to grant to the Agent an over-allotment option (the “Over-Allotment Option“) exercisable, in whole or in part, in the sole discretion of the Agent to arrange for purchase up to an additional 3,750,000 Units (if the Maximum Offering is achieved) at the Offering Price for a period of up to 30 days after the Closing for potential additional gross proceeds to the Company of up to approximately C$1,500,000.
The Company intends to use the proceeds of the Offering for operating lease capital to support existing and new dealership leasing opportunities in Western Canada and Ontario.
Pursuant to the terms of the Agency Agreement, the Agent shall receive, upon Closing, (i) a cash commission equal to 8.0% of the aggregate gross proceeds received from the sale of the Units, subject to a reduced cash commission equal to 1.0% in respect of any sales of Units to purchasers on a president’s list provided by the Company to the Agent and (ii) warrants (the “Agent’s Warrants“) equal to 6.0% of the Units sold in the Offering (including the Over-Allotment Option). Each Agent’s Warrant will entitle the holder thereof to acquire one Share for an exercise price of C$0.40 per Share for a period of 12 months following Closing. The Company has also agreed to pay the Agent a cash work fee of $40,000.
Closing of the Offering is subject to the receipt of all necessary approvals, including the approval of the TSX Venture Exchange, and is anticipated to be on or about April 20, 2021.
The Units, Shares and Warrants being offered have not been, nor will they be, registered under the U.S. Securities Act and may not be offered or sold in the United States or to, or for the account or benefit of, “U.S. persons” (as those terms are defined in Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”)) absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. The Units may be offered and sold in the United States to Qualified Institutional Buyers (as defined in Rule 144A under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”)) and to “accredited investors” (as defined in Rule 501(a) of Regulation D under the U.S. Securities Act), in each case by way of private placement pursuant to an exemption from the registration requirements of the U.S. Securities Act and pursuant to any applicable securities laws of any state of the United States. Any Units offered and sold in the United States shall be issued as “restricted securities” (as defined in Rule 144(a)(3) under the U.S. Securities Act).
This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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”
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.
This news release contains “forward-looking statements”, including with respect to the closing of the Offering and the proposed use of proceeds. Wherever possible, words such as “may”, “would”, “could”, “should”, “will”, “anticipate”, “believe”, “plan”, “expect”, “intend”, “estimate”, “potential for” and similar expressions have been used to identify these forward-looking statements. These forward-looking statements reflect the current expectations of the Company’s management for future growth, results of operations, performance and business prospects and opportunities and involve significant known and unknown risks, uncertainties and assumptions, including, without limitation, those listed in the annual information form of the Company dated February 12, 2021, the Prospectus and the other filings made by the Company with the Canadian securities regulatory authorities (which may be viewed at www.sedar.com). Should one or more of these risks or uncertainties materialize or should assumptions underlying the forward-looking statements prove incorrect, actual results, performance or achievements may vary materially from those expressed or implied by the forward-looking statements contained in this news release. These factors should be considered carefully, and prospective investors should not place undue reliance on the forward-looking statements. The Company disclaims any intention or obligation to revise forward-looking statements whether as a result of new information, future developments or otherwise, except as required by law.
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