Bold Capital Enterprises Ltd. Announces Changes in Accordance With New CPC Policy

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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.

Peter Rona, President and Chief Executive Officer, Bold Capital Enterprises Ltd., [phone]