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MONTREAL, Nov. 16, 2021 /CNW/ - Bold Capital
Enterprises Ltd. (TSXV: BOLD.P) ("BOLD" or the
"Corporation"), a capital pool company, is pleased to
confirm that, further to its press release of October 28, 2021, it intends to complete a
non-brokered private placement of up to 40,000,000 common shares,
at a price of $0.05 per share, for
maximum gross proceeds of up to $2,000,000 (the "Offering"). The
issue price and size of the Offering have been conditionally
accepted by the TSX Venture Exchange (the "Exchange"), and
the Corporation will use its commercially reasonable efforts to
close the Offering as soon as possible.
Completion of the Offering is subject to a number of conditions,
including without limitation, receipt of final acceptance of the
Exchange. In accordance with Policy 2.4 of the Exchange, the
Corporation may pay an arm's length finder's fee to eligible
finders consisting of a cash commission equal to up to 10% of the
gross proceeds raised under the Offering. All common shares
issued pursuant to the Offering will be subject to such
restrictions on resale pursuant to applicable securities laws and
the policies of the Exchange.
The net proceeds from the Offering will be used to re-capitalize
the Corporation and provide much needed working capital. The
Corporation confirms that it has not entered into an agreement in
principle with any potential target, but will continue to search
for prospective opportunities and evaluate other businesses and
assets with a view toward completing a Qualifying Transaction and
creating value for shareholders.
As previously disclosed in the October
28, 2021 press release, the Corporation is pleased to
confirm that it has already received subscriptions for the
$100,000, which it will formally
close concurrently with the closing of the Offering. By way
of reminder, Mr. Edward Ierfino, who
joined the Board of Directors this past May, has committed to and
subscribed for $30,000 of the
Offering and has agreed to place the common shares, when issued at
closing, in escrow in accordance the policies of the Exchange in
order to satisfy his ownership obligations under Policy 2.4 of the
Exchange. In addition, Mr. Peter
Rona, President and CEO of BOLD, has committed to and
subscribed for $20,000 of the
Offering and agreed to place the common shares, when issued at
closing, in escrow in accordance the policies of the Exchange.
Mr. Rona currently owns 400,000 common shares of BOLD.
The subscriptions by Messrs. Ierfino and Rona will constitute
related-party transactions as defined in Multilateral Instrument
61-101 Protection of Minority Security Holders in Special
Transactions ("MI 61-101"). The subscriptions in
the Offering will be exempt from the formal valuation and minority
shareholder approval requirements of MI 61-101 as the fair market
value of the common shares proposed to be sold to Messrs. Ierfino
and Rona do not exceed 25% of the Corporation's market
capitalization.
About Bold Capital Enterprises Ltd.
The Corporation is incorporated under the Canada Business
Corporations Act and is a capital pool pursuant to Policy 2.4
of the Exchange. The common shares of the company are listed
on the Exchange. To date, BOLD has not conducted material
operations of any kind, other than to identify and evaluate
businesses and assets with a view to completing a Qualifying
Transaction. Further information about the company may also
be found in BOLD's continuous disclosure documents filed under the
Corporation's SEDAR profile at www.sedar.com.
Cautionary Note Regarding Forward Looking Information
This press release contains statements that constitute
"forward-looking information" within the meaning of the applicable
Canadian securities legislation. All statements, other than
statements of historical fact, are forward-looking information and
are based on expectations, estimates and projections as at the date
of this news release. Any statement that discusses predictions,
expectations, beliefs, plans, projections, objectives, assumptions,
future events or performance (often but not always using phrases
such as "expects", or "does not expect", "is expected",
"anticipates" or "does not anticipate", "plans", "budget",
"scheduled", "forecasts", "estimates", "believes" or "intends" or
variations of such words and phrases or stating that certain
actions, events or results "may" or "could", "would", "might" or
"will" be taken to occur or be achieved) are not statements of
historical fact and may be forward-looking information. In
disclosing the forward-looking information contained in this press
release, the Corporation has made certain assumptions, including
the ability of BOLD to successfully close the Offering. Although
the Corporation believes that the expectations reflected in such
forward-looking information are reasonable, it can give no
assurance that the expectations of any forward-looking information
will prove to be correct. Known and unknown risks, uncertainties,
and other factors which may cause the actual results and future
events to differ materially from those expressed or implied by such
forward-looking information. Such factors include, but are not
limited to: availability of financing; delay or failure to receive
board, shareholder or regulatory approvals; and general business,
economic, competitive, political and social uncertainties.
Accordingly, readers should not place undue reliance on the
forward-looking information contained in this press release. Except
as required by law, the Corporation disclaims any intention and
assumes no obligation to update or revise any forward-looking
information to reflect actual results, whether as a result of new
information, future events, changes in assumptions, changes in
factors affecting such forward-looking information or
otherwise.
Neither the 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 press
release.
SOURCE Bold Capital Enterprises Ltd.