Sol Global Announces $1M USD Strategic Investment into McQueen Labs Inc. ("MCQ Markets") for Digital Tokenization of Investment-Grade Collector Cars

Toronto, Ontario--(Newsfile Corp. - May 9, 2025) -  SOL Global Investments Corp. (CSE: SOL) (FSE: 9SB) ("SOL Global" or the "Company"), one of the first publicly traded companies focused on institutional Solana investments, is pleased to announce a proposed Securities Purchase Agreement (the "Agreement") with McQueen Labs Inc., a privately held corporation existing under the laws of the State of Delaware ("MCQ Markets"), which is expected to close on or around May 15, 2025.

Pursuant to the terms of the Agreement, the Company is expected to receive convertible debentures of MCQ Markets, in the aggregate principal amount of US$1,000,000 (approximately C$1,385,700) (the "Note Financing"). The agreement was signed May 8, 2025. Each convertible debenture (a "Debenture" and collectively, the "Debentures") will be convertible into shares of common stock in the capital of MCQ Markets (each, a "MCQ Share"), subject to the terms and conditions set forth in the Debentures.

As consideration for the Note Financing, the Company will issue an aggregate of approximately 11,547,500 common shares in the capital of the Company (each, a "Common Share" and collectively, the "Common Shares") at a deemed price of C$0.12 per Common Share to MCQ Markets in as full consideration for the Debentures issued in connection with the Note Financing.

In connection with the Note Financing, the full principal amount of the Debentures will automatically convert into MCQ Shares on the fifth (5th) trading day following the completion of either (i) an initial public offering of MCQ Market's securities for gross proceeds of at least US$5,000,000 and listing on a recognized stock exchange ("Qualified Offering"), or (ii) a going-public transaction, including a direct listing, reverse takeover, or merger with a special purpose acquisition company (each, a "Qualified Event"). The Debentures are expected to convert at a price per MCQ Share equal to the lower of (a) a price based on a valuation of US$54,000,000 (the "Valuation Cap") and (b) 20% of the volume-weighted average trading price of the MCQ Shares over the five (5) trading days following such a Qualified Offering or Qualified Event. The MCQ Shares issued upon conversion will carry the same rights and preferences, if any, as those issued in connection with the applicable Qualified Offering or Qualified Event. The Company shall effect such conversions by delivering to MCQ Markets a notice of conversion, specifying the outstanding principal amount of the Debentures to be converted and the effective date of such conversion.

In addition to the Debentures, the Company will also receive 1,000 shares of Series F Convertible Preferred Stock of MCQ Markets, each with a par value of US$0.001 (the "Series F Preferred"). The Series F Preferred will be convertible into MCQ Shares at the Valuation Cap and may be converted at any time for a period of thirty-six (36) months following the completion of a Qualified Event.

In addition, trading of such Common Shares will be subject to certain resale restrictions, including a limitation that no more than 20% of the daily trading volume of the Company's Common Shares on the Canadian Securities Exchange (the "CSE") may be sold by MCQ Markets on any trading day.

The closing of the Agreement and the issuance of Common Shares remain subject to the approval of the CSE.

MCQ Markets bridges the gap between passion and smart investing. MCQ offers fractional ownership in investment-grade collector cars, making it possible for anyone to own a share of some of the world's most sought-after vehicles-without needing millions in capital or a garage big enough to house them.

"This investment in MCQ Markets highlights the innovative potential of tokenization, breaking down barriers traditionally associated with luxury ownership and transforming the collector car industry for a new generation of investors," said Paul Kania, Interim CEO, CFO of SOL Global Investments Corp.

CEO of MCQ Markets, Curt Hopkins, shared "By deepening our partnership with SOL Global, we are at the vanguard of RWA tokenization to bring new financial products to market to meet the increasing demand from investors seeking to diversify their portfolios."

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About SOL Global Investments Corp.

SOL Global is pioneering institutional investment in the Solana ecosystem. As one of the first publicly traded companies globally focused on Solana investment, SOL Global aims to provide unprecedented public exposure to the Solana blockchain through token acquisition, staking for yield generation, and investments in early-stage ventures being built on Solana.

About MCQ Markets

MCQ Markets is redefining luxury asset ownership by making exotic automobiles attainable through its innovative fractional ownership model. The platform serves both passionate enthusiasts and seasoned investors, democratizing luxury ownership and allowing more individuals to invest in assets that were previously out of reach. For more information, please visit: https://on.mcqmarkets.com/pr. Investments contain a high degree of risk. You should carefully review the MCQ Markets offering circular before deciding to invest, a copy of which is available on the Securities and Exchange Commission's website.

Forward-Looking Statements

This press 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. SOL Global is not an affiliate of Solana and does not produce blockchain technology. Forward-looking information in this press release includes, but is not limited to, statements regarding: the expected terms and closing of the securities purchase agreement with MCQ Markets; the anticipated issuance, conversion, and pricing of the Debentures and Series F Preferred Stock; the Company's investment in MCQ Markets; the completion of a Qualified Offering or Qualified Event; the listing of MCQ Markets on a recognized stock exchange or trading market; and the receipt of all necessary approvals, including from the Canadian Securities Exchange.

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. These assumptions include, among other things, that the conditions to closing the Agreement will be satisfied; that MCQ Markets will complete a Qualified Offering or Qualified Event within the anticipated timeframe; that required regulatory approvals will be obtained; and that market conditions will remain stable through the completion of the transactions contemplated herein. While the Company considers 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 the Company's control, could cause actual results to differ materially from the forward-looking information in this press release. These factors include, but are not limited to: the risk that the Agreement may not close as expected or at all; that MCQ Markets may not complete a Qualified Offering or Qualified Event; that regulatory or stock exchange approvals may not be obtained in a timely manner or at all; and changes in national or regional economic, legal, regulatory and competitive conditions.

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.

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