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MONTREAL, March 17, 2022 /CNW/ - Bold Capital Enterprises Ltd. ("Bold") (TSXV: BOLD.P) is pleased to announce details concerning a proposed arm's-length acquisition (the "Transaction") of SinuSafe Medical Ltd. ("SinuSafe"), a corporation formed under the laws of Israel.

Overview of Bold

Bold is a "capital pool company" under the policies of the TSX Venture Exchange (the "Exchange") and it is intended that the Transaction will constitute the "Qualifying Transaction" of Bold, as such term is defined in Exchange Policy 2.4 – Capital Pool Companies. The common shares of Bold (the "Bold Common Shares") are currently listed on the Exchange and Bold is a reporting issuer in the provinces of British Columbia, Alberta, Ontario and Québec. Bold was incorporated under the CanadianBusiness Corporations Act on May 16, 2018.

Overview of SinuSafe Medical

SinuSafe Medical is a privately-held Israeli corporation incorporated in 2014. SinuSafe develops, manufactures, and sells minimal invasive medical devices for otolaryngologists ("ENT physicians") to facilitate earlier surgical interventions for Sinusitis patients. Chronic Sinusitis is a debilitating disease that causes significant physical and emotional pain. Its US burden is estimated at $30-60B.1 Most chronic patients take ineffective medications and delay surgical intervention for years as sinus surgeries are associated with risks. However, delayed interventions are associated with disease deterioration, irreversible mucosal remodeling, development of comorbidities like Asthma, worsened surgical results, and higher costs. SinuSafe device enables ENT physicians to perform earlier, office-based interventions without applying force or changing the patient's anatomy. The device enables irrigation, sampling, and medications application through the natural sinuses' openings. It uses a 1 mm flexible composite cannula and a flexible 0.3 mm composite super-elastic nitinol wire that cleans the sinuses and enables medications activity. As the intervention does not require drilling, cutting, or crushing the patients' delicate bones, it aims to facilitate more and earlier interventions in appropriate patients.

SinuSafe has ISO 13485 certified manufacturing facilities in Israel. Its device is listed or approved by the U.S. Food and Drug Administration, CE, and AMAR authorities, allowing SinuSafe to sell it in the United States, in Europe, and Israel. Patents and patent applications protect SinuSafe's technology.

Summary of the Proposed Transaction

Bold has entered into a binding letter of intent with SinuSafe dated March 17, 2022 (the "LOI") pursuant to which Bold and SinuSafe intend to complete the Transaction, and whereby Bold (the "Resulting Issuer") will hold all of the issued and outstanding shares in the share capital of SinuSafe.

It is currently anticipated that the Transaction will be structured as a share exchange, however the final structure of the Transaction is subject to receipt of tax, corporate and securities law advice for both Bold and SinuSafe, as well as the receipt of a tax ruling from the Israeli tax authorities for the Transaction. The LOI is expected to be superseded by a definitive share exchange agreement (the "Definitive Agreement") to be signed between the parties.

The LOI contemplates that 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.

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 Exchange policies. A finder's fee of up to 6,862,500 finder's shares, at a price of $0.20, is expected to be payable to certain arm's length third parties in connection with the Transaction. The finder's fee will be paid to such arm's length parties for their role in introducing the parties and facilitating completion of the Transaction. The payment of any finder's fees is subject to prior approval by the Exchange.

Bold shareholder approval is not required with respect to the proposed Transaction because the Transaction does not constitute a "Non-Arm's Length Qualifying Transaction" pursuant to the policies of the Exchange. However, the structure of the Transaction is being finalized and, based on the final structure as reflected in the Definitive Agreement, shareholder approval may be required under applicable corporate law. Trading in the Bold Common Shares has been halted and is not expected to resume until the Transaction is completed or until the Exchange receives the requisite documentation to resume trading.

It is expected that upon completion of the Transaction, the Resulting Issuer, to be renamed SinuSafe (SNS), will be listed as a Tier 2 Technology Issuer on the Exchange.

Completion of the Transaction will be subject to certain conditions, including but not limited to: (a) completion of due diligence by the parties; (b) completion of the minimum Private Placement; (c) receipt of all necessary approvals of the boards of directors of Bold and SinuSafe; (d) all required regulatory and third party approvals, including but not limited to, a tax ruling from the Israeli tax authority; (e) approval of the Transaction by the Exchange as Bold's "Qualifying Transaction"; (f) the parties' entry into a Definitive Agreement in furtherance to the LOI; and (g) closing of the Transaction on or before July 31, 2022, unless extended in writing by Bold and SinuSafe.

A more comprehensive news release will be issued by Bold in due course disclosing details of the Transaction, including financial information respecting SinuSafe, the names and backgrounds of all persons who will constitute directors, officers and insiders of the Resulting Issuer, the details of any meetings of the shareholders of Bold and SinuSafe required to approve the Transaction and matters related thereto (as applicable), and selected financial information once the Definitive Agreement has been executed and certain conditions have been met, including satisfactory completion of due diligence.


Subject to the prior approval of the Exchange in accordance with Policy 2.4 – Capital Pool Companies, Bold intends to lend SinuSafe the greater of: (i) $250,000; and (ii) 20% of its working capital. The loan will be secured against all the assets of SinuSafe, have a term of 12 months, and be subject to an annual interest rate of 5% payable at maturity. The term of the loan may be accelerated in the event that the parties do not complete the proposed Transaction.

Amendment to Bold's Stock Option

Concurrently with the closing of the Transaction, Bold intends to amend its current stock option plan to accommodate a broader equity based compensation plan which, subject to the approval of the Exchange, is intended to reserve up to 10% of the Resulting Issuer's share capital, on a post-Transaction basis, for grants or awards to such eligible officers, directors, employees and advisors to the Resulting Issuer as the board of directors may determine from time to time. The amended plan is expected to be a rolling plan 10%, but the final determination will be made by the board of directors of the Resulting Issuer.

Board of Directors

Following completion of the Transaction, and subject to requirements of the Exchange, the board of directors of the Resulting Issuer on the closing of the Transaction is expected to be five members comprised of four nominees of SinuSafe and one nominee from the existing board of directors of Bold.

Summary of the Proposed Private Placement

Pursuant to the LOI, concurrent with the closing of the Transaction, Bold intends to complete a non-brokered private placement (the "Private Placement") of units of Bold (the "BoldUnits"), 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 will be comprised of one Bold Common Share and one common share purchase warrant (a "Bold Warrant"). Each Bold Warrant is 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.


Sponsorship of a Qualifying Transaction is required by the Exchange unless the Transaction qualifies for an exemption from the sponsorship requirement. Bold intends to apply for a waiver from the sponsorship requirement in connection with the Transaction and will provide further details in due course.

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.


1 See Caulley, Lisa, et al. "Direct costs of adult chronic rhinosinusitis by using 4 methods of estimation: results of the US Medical Expenditure Panel Survey." Journal of Allergy and Clinical Immunology 136.6 (2015): 1517-1522; and Rudmik, Luke. "Economics of chronic rhinosinusitis." Current allergy and asthma reports 17.4 (2017): 1-10.

SOURCE Bold Capital Enterprises Ltd.

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