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MONTREAL, Oct. 28, 2021 /CNW/ - Bold Capital
Enterprises Ltd. (TSXV: BOLD.P) ("BOLD" or the
"Corporation"), a capital pool company, announces that the
shares of BOLD are expected to resume trading on the TSX Venture
Exchange (the "Exchange") on Monday,
November 1, 2021. The Corporation also announces that
it intends to arrange a non-brokered private placement of common
shares for minimum proceeds of $100,000 and maximum proceeds of up to
$1,000,000 (the
"Offering"). The issue price per share will be
determined after the resumption of trading and is expected to be
based upon the 10-day volume weighted average price of the common
shares on the Exchange, subject to a minimum issue price of
$0.05. The final issue price
and size of the Offering will be confirmed in a subsequent press
release.
The proceeds from the private placement 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.
The Corporation is pleased to confirm that it has already
received subscriptions for the $100,000 minimum amount of the Offering, which
has been placed in trust pending the determination of the final
issue price. 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. The Corporation
welcomes Ed's commitment and the experience he can bring to the
immediate work ahead in sourcing and evaluating prospective
opportunities to complete a Qualifying Transaction. 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, assuming a minimum issue price per share of
$0.05.
Peter Rona, President and CEO of
BOLD, stated: "Our entire management team and Board of Directors
remains committed to finding the best Qualifying Transaction for
our company in the shortest time possible after our previous
unsuccessful attempt in 2020. The team believes that the
first step in this process is to re-capitalize the company in order
to be able to achieve our goals."
The Offering is subject to the approval of the Exchange.
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.
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 resumption of trading of the shares of BOLD on the TSX Venture
Exchange and the ability of BOLD to successful price and 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.