/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED
STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY
CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW/
MONTREAL, May 28, 2021 /CNW/ - Bold Capital
Enterprises Ltd. ("Bold" and the "Corporation") (TSXV:
BOLD.P) is pleased to announce that due to changes recently
announced by the TSX Venture Exchange (the "TSXV") to its
Capital Pool Company program and changes to the TSXV's Policy 2.4 –
Capital Pool Companies, which became effective on
January 1, 2021 (the "New CPC
Policy"), the Corporation intends to implement certain
amendments to further align its policies with the New CPC Policy.
In order for the Corporation to align certain of its policies
with the New CPC Policy, it is required to obtain the approval of
disinterested shareholders of the Corporation. As a result,
the Corporation will be seeking such approval at its upcoming
annual general and special meeting of shareholders scheduled to be
held on June 29, 2021 (the
"Meeting"), for the following matters: (i) to amend the
Corporation's 2018 Stock Option Plan (the "Plan") to, among
other things, become a "10% rolling" plan prior to the Corporation
completing a Qualifying Transaction ("QT"); (ii) to remove
the consequences of failing to complete a QT within 24 months of
the Corporation's date of listing on the Exchange (the "Listing
Date"); and (iii) to amend the escrow release conditions and
certain other provisions of the Corporation's escrow agreement (the
"Escrow Agreement").
Amendments to the Plan
The amendments to the Plan, will (i) allow the total number of
common shares of the Corporation (the "Common Shares")
reserved for issuance as options not to exceed 10% of the Common
Shares issued and outstanding as at the date of grant, rather than
at the closing date of the initial public offering ("IPO"),
for options issued prior to the QT; (ii) allow the number of Common
Shares reserved for issuance as options to any individual director
or senior officer not to exceed 5% of the Common Shares outstanding
as at the date of grant, rather than at the closing date of the
IPO, for options issued prior to the QT; (iii) allow the number of
Common Shares reserved for issuance as option to Consultants, as
defined in the Plan, not to exceed 2% of the Common Shares
outstanding as at the date of grant, rather than at the closing
date of the IPO, for options issued prior to the QT; and (iv)
require, prior to the granting of options, the optionee to first
enter into an escrow agreement agreeing to deposit the options, and
the Common Shares acquired pursuant to the exercise of such
options, into escrow as described in the escrow agreement.
Removal of the Consequences of Failing to Complete a QT
within 24 Months of the Listing Date
The New CPC Policy has removed consequences of failing to
complete a QT within 24 months of the Listing Date. These
consequences included a potential for Common Shares to be delisted
or suspended, or, subject to the approval of the majority of the
Corporation's shareholders, transferring Common Shares to list on
the NEX and cancelling certain seed shares. The Corporation intends
to ask disinterested shareholders to approve the removal of such
consequences at the Meeting, as it believes that it will afford the
Corporation greater flexibility to complete a QT that is beneficial
to all interested parties, and will also allow the Corporation to
better withstand market volatility.
Amendments to the Escrow Agreement
The Corporation intends to ask disinterested shareholders to
approve the Corporation making certain amendments to the Escrow
Agreement, including allowing the Corporation's escrowed securities
to be subject to an 18 month escrow release schedule as detailed in
the New CPC Policy, rather than the current 36 month escrow release
schedule in the TSXV former policy. In addition, the Corporation
wishes to amend the Escrow Agreement such that all options granted
prior to the date the TSXV issues a final bulletin for the QT
("Final QT Exchange Bulletin") and all Common Shares that
were issued upon exercise of such options prior to the date of the
Final QT Exchange Bulletin will be released from escrow on the date
of the Final QT Exchange Bulletin, other than options that (i) were
granted prior to the IPO with an exercise price that is less than
the issue price of the Common Shares issued in the IPO and (ii) any
Common Shares that were issued pursuant to the exercise of such
options, which will be released from escrow in accordance with the
18 month escrow release schedule as detailed in the New CPC
Policy.
These amendments are further detailed in BOLD's management
information circular dated May 26,
2021 for its upcoming Meeting, available under the
Corporation's profile on SEDAR at www.sedar.com.
About Bold Capital Enterprises Ltd.
The Corporation is incorporated under the Canada Business
Corporations Act and is a capital pool company listed on the
TSXV. The Corporation has no commercial operations and has no
assets other than cash. For further information please see all
relevant documents, filed on SEDAR at www.sedar.com.
Forward-Looking Information
The information in this news release includes certain
information and statements about management's view of future events
that constitute forward-looking statements, including statements
relating to BOLD's next Qualifying Transaction or the approval of
disinterested shareholders of matters under the New CPC Policy at
the general and special shareholder meeting and the future business
of the Corporation. These statements are based upon assumptions
that are subject to significant risks and uncertainties. Because of
these risks and uncertainties and as a result of a variety of
factors, the actual results or performance of BOLD may differ
materially from those anticipated and indicated by these
statements. Although BOLD believes that the expectations reflected
in forward-looking statements herein are reasonable, it can give no
assurances that such statements will be correct.
Except as required by law, BOLD disclaims any intention and
assumes no obligation to update revise any forward-looking
statements herein.
The TSXV has in no way passed upon the merits of the proposed
transaction and has neither approved nor disapproved the contents
of this press release.
Neither the TSXV nor its Regulation Services Provider (as
that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this
release.
SOURCE Bold Capital Enterprises Ltd.