/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES OF AMERICA/
MONTREAL, Nov. 30,
2022 /CNW Telbec/ - Bold Capital Enterprises Ltd.
("Bold") (TSXV: BOLD.P) provides to its shareholders an
update with respect to its previously announced (see March 17, 2022 and May 16,
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
As of November 29, 2022, SinuSafe
has advised that they are raising a minimum of US$1,000,000 (one million) of additional equity,
by way of a private placement, directly into Sinusafe at a price to
be determined in the coming weeks with strategic investors in
Israel. The private placement into SinuSafe would be
non-dilutive to the overall proposed Transaction between SinuSafe
and Bold. Bold and SinuSafe have agreed, in principal, that
immediately following the closing of this Private Placement (as
defined below), there will be a renewed joint effort to raise a
minimum of C$3,000,000 (three million dollars) as part of the proposed
Transaction at a price per share that is more in line with the
SinuSafe private placement.
The parties are negotiating the revised terms and conditions of
the proposed Transaction, including the overall valuation of
SinuSafe. The revised terms will be disclosed as soon as a
new agreement is reached.
Due to the significant changes in market conditions, the parties
have agreed to an extension for the negotiation and signature of a
definitive agreement from October 31,
2022 to January 31, 2023.
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 letter of intent executed
between the parties 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.