Solution Financial Announces Closing of Short Form Prospectus Offering

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Vancouver, British Columbia–(Newsfile Corp. – June 4, 2021) – Solution Financial Inc. (TSXV: SFI) (the “Company“) is pleased to announce it has closed its previously announced “commercially reasonable best efforts” public offering pursuant to which the Company issued 5,936,042 units of the Company (each a “Unit“) at a price of C$0.40 per Unit for gross proceeds of approximately C$2.4 million (the “Offering“). The Offering was led by iA Private Wealth Inc. (the “Agent“).

Each Unit 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 entitles the holder to acquire one Share at an exercise price of C$0.50 per Share. The Warrants are exercisable until June 4, 2022.

The Agent received (i) a cash commission of C$89,080 and (ii) 167,025 warrants (the “Agent’s Warrants“). Each Agent’s Warrant entitles the holder thereof to acquire one Share at an exercise price of C$0.40 per Share until June 4, 2022.

The Units were offered by way of an amended and restated short form prospectus of the Company dated June 1, 2021 (the “Prospectus“) in each of the provinces of Canada except Quebec.

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, as set out in the Prospectus.

The Offering remains subject to the final approval of the TSX Venture Exchange. The TSXV has conditionally accepted the Offering.

McMillan LLP acted as legal advisor to the Company and Baker McKenzie acted as legal advisor the Agent.

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.

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”
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.

Forward-Looking Statements

This news release contains “forward-looking statements”, including with respect to 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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