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MONTREAL, Dec. 31, 2021 /CNW/ - Bold Capital Enterprises Ltd. (TSXV: BOLD.P) ("BOLD" or the "Corporation"), a capital pool company, is pleased to announce that, further to its press release of November 16, 2021, it has completed the closing of its non-brokered private placement by issuing an aggregate of 40,000,000 common shares, at a price of $0.05 per share, for gross proceeds of $2,000,000 (the "Offering"). The common shares issued under the Offering are subject to a hold period expiring on May 1, 2022.
As a result of the closing of the private placement, there are now 47,264,500 common shares of the Company issued and outstanding. The private placement was carried out pursuant to prospectus exemptions of applicable securities laws and is subject to final acceptance by the TSX Venture Exchange (the "Exchange"). In connection with the closing of the Offering, and in accordance with Policy 2.4 of the Exchange, the Corporation paid a total of $130,800 in finder's fees to certain arm's length finders.
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 Corporation's October 28, 2021 and November 16, 2021 press releases, Mr. Edward Ierfino, a member of the Board of Directors, subscribed for $30,000 of the Offering and has agreed to place the 600,000 common shares 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, subscribed for $20,000 of the Offering and has agreed to place the 400,000 common shares issued at closing in escrow in accordance the policies of the Exchange. The subscriptions by Messrs. Ierfino and Rona constitute related-party transactions as defined in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The foregoing subscriptions are exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the fair market value of the common shares sold to Messrs. Ierfino and Rona does 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. 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.
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