Investor Files Claim in Ontario Superior Court of Justice Against SOL Global Investments and Associated Defendants For Breach of Contract

TORONTO, Feb. 25, 2021 /CNW/ - 1235 Fund LP ("1235") today announced that it has filed a Claim against SOL Global Investments Corp. ("SOL"), its current Chief Executive Officer and other Defendants seeking more than $550 million in damages, including for breach of contract.

The claim, filed in the Commercial List of the Ontario Superior Court of Justice in Toronto, relates to 1235's rights under a Debenture it purchased from SOL in July 2019 for $50 million, following extensive arms-length negotiations between the parties and their respective advisors.

As set out in a detailed, 75-page Statement of Claim, it is 1235's position that it was given the option under the Debenture to elect to receive a fixed number of shares in Verano Holdings LLC ("Verano"). The number of shares that 1235 was entitled to receive was determined at the time these arrangements were entered into, and was specified in the Debenture. At the time these arrangements were entered into, Verano was an illiquid, privately-held company in which SOL had a significant ownership stake.

In the period since the Debenture arrangements were entered into in 2019, Verano has completed a reverse takeover transaction. SOL participated in that transaction in early February, 2021 and in doing so exchanged its shares in Verano for shares of Verano Holdings Corp. ("New Verano"). New Verano is now listed on the Canadian Securities Exchange. 

1235 is of the view that it is entitled to hold SOL to the bargain it accepted when the Debenture arrangements were entered into in 2019, including by exercising the option that 1235 obtained at that time, and by securing the delivery by SOL of shares in New Verano that it obtained in the reverse takeover transaction.

1235 is seeking the Court's intervention because SOL has failed or refused to deliver those shares.

SOURCE 1235 Fund LP