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MONTREAL, May 16, 2022
/CNW/ - Bold Capital Enterprises
Ltd. ("Bold") (TSXV: BOLD.P) is pleased to provide
shareholders with an update with respect to its previously
announced (see March 17, 2022 press
release) proposed arm's-length acquisition (the
"Transaction") of SinuSafe Medical Ltd. ("SinuSafe"),
a corporation formed under the laws of Israel.
Update on Transaction
The parties are well advanced in their respective due
diligence and are working on finalizing the definitive agreement
(the "Definitive Agreement") to give effect to the
Transaction. As previously disclosed, Bold and SinuSafe
intend to complete the Transaction whereby Bold (the "Resulting
Issuer") will hold all of the issued and outstanding shares in
the share capital of SinuSafe. Bold, SinuSafe and the
shareholders of SinuSafe will complete a securities exchange,
resulting in the issuance to the shareholders of SinuSafe of
approximately 134,000,000 common shares of the Resulting Issuer, at
a price of $0.20, and valuing
SinuSafe at $26.8 million. Upon
completion of the Transaction and the Private Placement (as defined
below), the shareholders of SinuSafe will hold approximately 60% of
the issued and outstanding common shares of the Resulting Issuer on
a non-diluted basis. In addition, up to an additional
84,000,000 common shares of the Resulting Issuer, at a price of
$0.20, may be issued to the
shareholders of SinuSafe upon the Resulting Issuer achieving four
performance milestones (the "Milestone Shares"). An
aggregate of 21,000,000 Milestone Shares will be issued to the
SinuSafe shareholders, on a pro rata basis, for each milestone to
be determined in the Definitive Agreement.
Upon completion of the Transaction, and giving effect to the
minimum Private Placement described below, the Resulting Issuer is
expected to have 220,627,000 common shares outstanding (undiluted).
Assuming the issuance of all Milestone Shares, the Resulting Issuer
will have 304,627,000 common shares outstanding (undiluted).
If the maximum Private Placement is completed, then the Resulting
Issuer is expected to have 233,127,000 common shares outstanding
(undiluted), which would increase to 317,127,000 common shares
outstanding (undiluted) if all of the Milestone Shares are
issued.
Concurrent with the closing of the Transaction, Bold intends to
complete a non-brokered private placement (the "Private
Placement") of units of Bold (the "Bold Units"),
at a price of $0.20 per Bold Unit
(the "Offering Price"), for aggregate gross proceeds of a
minimum of $6,500,000 and a maximum
of $9,000,000. Each Bold Unit
is intended to be comprised of one Bold Common Share and one common
share purchase warrant (a "Bold Warrant"). Each Bold
Warrant is intended to be exercisable for one Bold Common Share at
a price of $0.25 for the first year
and thereafter at a price of $0.35
for the second year following its issuance. It is currently
anticipated that the Private Placement will be non-brokered,
however Bold may engage registered dealers or finders to assist in
identifying eligible accredited investors and pay a commission in
respect thereof. The final terms of the Private Placement are
subject to change.
Certain of the Resulting Issuer shares issued to the principals
of SinuSafe who will become management of the Resulting Issuer,
will be subject to escrow in accordance with the policies of the
TSX Venture Exchange (the "Exchange"). To the
knowledge of the directors and executive officers of Bold and
SinuSafe, the only person who currently beneficially owns, directly
or indirectly, or exercises control or direction over more than 10%
of the issued and outstanding SinuSafes shares is Mr. Avinoam
Gemer, the CEO and Co-Founder of SinuSafe. Assuming
completion of the Transaction, and giving effect to the minimum
Private Placement described below, it is expected that Mr. Gemer
will hold 38,563,238 common shares of the Resulting Issuer,
representing approximately 17.5% of the issued and outstanding
common shares of the Resulting Issuer.
Proposed Management and Directors of the Resulting
Issuer
It is the intention of Bold and SinuSafe to establish and
maintain a board of directors of the Resulting Issuer with a
combination of appropriate skill sets that is compliance with all
regulatory and corporate governance requirements, including any
applicable independence requirements. Upon completion of the
Transaction, the board of the Resulting Issuer is expected to be
comprised of four individuals. The following are brief descriptions
of the proposed initial management and directors of the Resulting
Issuer:
Avinoam Gemer, CEO
Mr. Avinoam Gemer, CEO &
Co-Founder of SinuSafe. Prior to SinuSafe, Avinoam was the CEO of
ToeFix, leading the company from concept to working product, FDA
and CE, manufacturing, distribution agreement, and sales. In
addition, Avinoam was a medical device associate at Peregrine
Ventures. He participated in investments in companies such as Memic
and Cordio. In 2014 Avinoam started SinuSafe to cure his Chronic
Sinusitis, which he did in 2019. Avinoam holds a MBA from Ono
Academic College, Israel, and a BA
in Psychology and Criminology (with honors) from Bar – Ilan
University, Israel.
Stuart Hendry, CCO, Global
Commercialization Officer
Mr. Stuart Hendry, CCO, Global
Commercialization Officer of SinuSafe. Stuart has been working in
the Sinusitis market for the last 16 years. He was VP in Acclarent
(J&J); ENTellus (Stryker) before and after the acquisitions for
$780M & $650M. Both companies developed medical devices
for Chronic Sinusitis and grew their sales to more than
$100M. Stuart built their EU sales
organizations from 0 to $15-25M in a few
years. Stuart holds a BSc Hons in Business from the
University of Bath, United
Kingdom.
Nir Altman, CTO
Mr. Nir Altman, CTO &
Co-Founder of SinuSafe. Nir holds a MBA from Ben-Gurion University in Israel and B.SC. in mechanical engineering
from Tel Aviv University in
Israel. Prior to his role at
SinuSafe, he was the R&D Manager of THD Lap and VP R&D of
Easy-Notes Ltd. and Easy-Lap Ltd., among others. Nir led the
R&D activities as a senior engineer, was responsible for design
for production, and established the production lines. In addition,
Nir led manufacturing and quality improvements and cost reduction
processes. Nir was involved with the design of many medical
products and he has written dozens of patents.
Bold and SinuSafe are in the process of selecting a CFO for the
Resulting Issuer.
Prof. Benad Goldwasser,MD MBA, Chairman of the Board of
Directors
Prof. Goldwasser is an emeritus professor of surgery (urology),
inventor, entrepreneur and venture capitalist with extensive
experience leading high growth, publicly-traded medical device
companies. He co-founded Vidamed Inc., which was acquired by
Medtronic Inc. (NYSE: MDT) and co-founded Medinol Ltd., in
partnership with Boston Scientific (NYSE: BSX). Prof. Goldwasser
has served as Chairman at Save Foods, Inc. (OTC: SAFO) since
May 2018 and as Chairman of ScoutCam
Inc. (OTC: SCTC) since March 2019, as
well as a Director at Innoventric Ltd. since September 2017. He is also currently the Chairman
at Inspira Technologies Oxy BHN Ltd. (NASDAQ:IINN). He is the
former Chairman of Medigus Ltd. (Nasdaq and TASE: MDGS) and was a
consultant to the Shanghai-Israel Investment Fund. In 2016 Prof.
Goldwasser launched a venture capital fund partnered with Shanghai
Alliance Investment Ltd (SAIL), a Shanghai Government investment
company. Prof. Goldwasser holds a MD and MBA from Tel-Aviv University, Israel.
Danny Hadar, Director
Mr. Danny Hadar is a Managing
Director at Fosun RZ Capital, focusing on investments in
Israel and the region. Previously,
he was a founder and managing partner in Soluna Ventures (VC and
seed investments) and partner in Peregrine Ventures (life sciences
and enterprise software fund). Mr. Hadar holds a MBA,
International Business, from Duke
University, USA, a MA,
Diplomatic studies from Tel-Aviv
University, Israel and a
BA, Computer Science from the Academic College of Tel-Aviv.
Mr. Hadar is also a co-founder of SinuSafe.
Avi Yaron, Director
Mr. Avi Yaron is a general
partner in HealthYA Ventures Lab and was a managing partner in Joy
Venture Capital. Previously, he was founder and CEO of Visionsense
Corp. (acquired by Medtronic), which develops and sells 3D scopes
for neurosurgeries, including via the nose. Mr. Yaron is
currently the executive chairman of SinuSafe. Mr. Yaron holds
a MSM from Boston University,
USA, a BSCEE in Electrical
Engineering from Tel-Aviv University,
Israel and a attended the
management and entrepreneurship program at Technion Institute of
Management, Israel.
Peter Rona, Director
Mr. Peter Rona is currently the
Chief Executive Officer and a Director of Bold. Mr. Rona completed
his Bachelor of Arts degree at Concordia
University in 1970, and in 1973, Mr. Rona also completed a
Management Certification at McGill
University. Since May 2013,
Mr. Rona is the Chairman of CPNA, a Procurement Service Provider,
distributor and reseller of furniture and accessories to the
hospitality industry. Prior to that, he was Chief Operating Officer
of Smart Energy Instruments Inc., an Ontario-based corporation developing a smart
grid sensor, selling evaluation boards, chipsets, software and
technical support to speed specific OEM products to market. From
1985 to 2000, Mr. Rona had a 16-year experience in public
companies. As Chief Executive Officer, President and Director of
Networks North, Inc. (NASDAQ: NETN) (currently Chell Group
Corporation), he took the corporation public on the NASDAQ Exchange
(small cap), participated in several rounds of equity financing and
conducted three corporate acquisitions. The companies included were
NTN Canada, NTN Sports Inc., Magic Lantern Communications and
Interlinx Multi Media Inc.
Selected Financial Information of SinuSafe
The following table presents selected financial statement
information on the financial condition and results of operations
for SinuSafe. Such information is derived from the unaudited
financial statements of SinuSafe for the fiscal years ended
December 31, 2021, 2020, and 2019.
The information provided herein has been prepared in accordance
with IFRS and should be read in conjunction with the financial
statements of SinuSafe for the years ended December 31, 2021 and 2020, which will
subsequently be audited, and which will be filed on SEDAR when Bold
files its filing statement with respect to the Transaction.
SinSfe does not current generate any material revenues. All
amounts are presented in thousands of Israeli Shekels ("K
NIS" in the below excerpt; one Israeli Shekel is approximately
$0.38 Canadian dollars).
Loan to SinuSafe
Bold has executed a secured loan agreement with SinuSafe
pursuant to which it has loaned SinuSafe the principal amount of
$350,000. The loan is secured (first
rank) against the core assets of SinuSafe, namely its patent and
patent applications, has a term of 12 months, and bears interest at
an rate of 5% payable at maturity. If the Transaction is not
completed, then Bold may accelerate the maturity date of the
loan.
Trading in the common shares of Bold has been halted and is not
expected to resume until the Transaction is completed.
Forward Looking Information
This press release contains statements that constitute
"forward-looking information" ("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
"anticipate", "believe", "continue", "estimate", "expect",
"intend", "projected" or variations of such words and phrases or
stating that certain actions, events or results "may", "could",
"would", "might" or "will" be taken to occur or be achieved) are
not statements of historical fact and may be forward-looking
information.
More particularly and without limitation, this press release
contains forward-looking statements concerning the Transaction
(including the structure, terms and timing thereof), the continued
business of SinuSafe, the Definitive Agreement, the issuance of
additional news releases describing the Transaction, the name of
the Resulting Issuer, the trading of the Bold Common Shares on the
Exchange, holding of shareholder meetings in connection with
the Transaction, the completion of the Private Placement (including
the final terms and timing thereof) and the compensation of any
registrants in connection with the Private Placement. In disclosing
the forward-looking information contained in this press release,
Bold has made certain assumptions, including that: the Private
Placement will be launched and completed on acceptable terms; all
applicable shareholder and regulatory approvals for the Transaction
will be received; and that the Transaction will be completed on
mutually acceptable terms and within a customary timeframe for
transactions of this nature. Although Bold 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 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. There can be no certainty that the Transaction will
be completed on the terms set out in the LOI or at all.
Accordingly, readers should not place undue reliance on the
forward-looking information contained in this press release. Except
as required by law, Bold 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.
Completion of the Transaction is subject to a number of
conditions, including but not limited to, execution of a binding
definitive agreement relating to the Transaction, and Exchange
acceptance and, if applicable pursuant to Exchange requirements,
majority of the minority shareholder approval. Where applicable,
the Transaction cannot close until the required shareholder
approval is obtained. There can be no assurance that the
Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the
management information circular or filing statement to be prepared
in connection with the Transaction, any information released or
received with respect to the Transaction may not be accurate or
complete and should not be relied upon. Trading in the securities
of a capital pool company should be considered highly
speculative.
The TSX Venture Exchange Inc. has in no way passed upon the
merits of the proposed Transaction and has neither approved nor
disapproved the contents of this press release.
Bold Capital Enterprises Ltd.
Neither the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this news release.
The securities have not been and will not be registered
under the United States Securities Act of 1933, as amended and may
not be offered or sold in the United
States absent registration or an applicable exemption from
the registration requirement. This press 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.
SOURCE Bold Capital Enterprises Ltd.