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MONTREAL, Aug. 14,
2024 /CNW/ - Bold Capital Enterprises
Ltd. ("Bold" or the "Company") (TSXV:
BOLD.P) "), a capital pool company listed on the TSX Venture
Exchange (the "Exchange"), is pleased to announce that the
Exchange has conditionally approved the proposed business
combination (the "Transaction") between the Company and
Stardust Solar Holdings Inc. ("Stardust") previously
announced in the Company's news release dated January 4, 2024. The Exchange has also granted a
waiver from Sponsorship.
The Transaction remains subject to the final approval of the
Exchange and satisfaction of closing conditions customary for
transactions of this nature. The Company, upon and subject to
completion of the Transaction (the "Resulting Issuer") will
continue the business of Stardust under the name "Stardust Solar
Energy Inc." and will be listed for trading as a Tier 2 technology
issuer on the Exchange under the symbol "SUN". The company formed
by the amalgamation of Stardust and a wholly-owned subsidiary of
the Company will be the primary operating subsidiary of the
Resulting Issuer. The Transaction is expected to close in
August 2024.
The Company has filed a filing statement that is dated effective
August 13, 2024 (the "Filing
Statement") with the Exchange and on the Company's SEDAR+
profile at www.sedarplus.ca. Additional information in respect of
the Transaction, the Company and Stardust can be found in the
Filing Statement.
In accordance with the policies of the Exchange, the Company's
common shares are currently halted from trading and are expected to
remain so until the closing of the Transaction or such time as
required by policies of the Exchange.
Summary Financial Information
Appendix "A" to the Filing Statement contains amended audited
annual financial statements of Bold for the fiscal years ended
December 31, 2023 and 2022, and
amended unaudited interim financial statements for the three months
ended March 31, 2024.
Appendix "C" to the Filing Statement contains audited financial
statements of Stardust for the years ended December 31, 2023 and 2022, and unaudited
condensed interim consolidated financial statements for the three
month period ended March 31, 2024.
The following table sets forth selected financial information of
Stardust for such period. Such information is derived from
Stardust's financial statements and should be read in conjunction
with such financial statements.
Income Statement
Data
|
|
2023
|
|
2022
|
|
Q1
2024
|
|
Total
Revenue
|
|
$2,638,809
|
|
$1,815,082
|
|
$834,271
|
|
Total
Expenses
|
|
$1,417,257
|
|
$1,079,200
|
|
$621,009
|
Balance Sheet
Data
|
|
|
|
|
|
|
|
Total Assets
|
|
$875,143
|
|
$324,629
|
|
$711,867
|
|
Total
Liabilities
|
|
$1,564,724
|
|
$648,537
|
|
$1,790,578
|
Proposed Management and Directors of the Resulting
Issuer
In addition to the proposed directors and officers of the
Resulting Issuer disclosed in the Company's news release dated
January 4, 2024, Mr. Ohad David will be appointed as a director of
the Resulting Issuer.
In connection with the Transaction, the Company's incumbent
board of directors has been reconstituted and is now comprised of
the following individuals: Mark Tadros, Eamonn
McHugh, Vitaly Melnikov, Evan
Kramer, Young Bann, and
Ohad David. Additionally, the board
has appointed Mark Tadros as Chief Executive Officer,
Eamonn McHugh as Chief Operations
Officer, Vitaly Melnikov as Chief
Financial Officer and Corporate Secretary and Evan Kramer as Chief Technical Officer.
Mr. Ohad David is a
businessperson with a successful history in fostering business
relationships across various industries. Mr. David has an extensive
experience in international trading, especially in importing and
exporting precious commodities. Mr. David is the Chief Executive
Officer and Director of Starmet Ventures Inc. (CSE:STAR). Starmet
is an exploration company focuses on mineral resource properties in
Canada and the US.
For the biographical information of the other proposed directors
and officers of the Resulting Issuer, please see the Company's news
release dated January 4, 2024.
Marketing-Making Services Provider
Stardust has engaged Independent Trading Group, Inc.
("ITG") to provide marketing-making services to Stardust in
accordance with the policies of the Exchange for a fee of
$5,500 per month, payable monthly in
advance. The service agreement will renew automatically unless
terminated by one of the parties pursuant to the terms of the
agreement. The Resulting Issuer will assume the obligation of
Stardust under the service agreement. ITG and Stardust are
unrelated and unaffiliated entities and neither ITG nor its
principals have any interest in the securities of Stardust or the
Resulting Issuer.
Annual and Special Meeting of Bold Shareholders
Bold is pleased to announce that all resolutions proposed at the
annual and special meeting held on February
12, 2024 were duly passed.
Filing of Amended Financial Statements and MD&A for
Bold
Bold also announces that it has filed amended annual financial
statements and the accompanying management's discussion and
analysis ("MD&A") for the fiscal year ended December 31, 2023 (the "Amended Annual and
amended interim financial statements and the accompanying MD&A
for the three months ended March 31,
2024 (collectively, the "Amended Documents") to
reflect the Company's decision to revise its position regarding the
advance to a private company (SinuSafe Medical Ltd.) as at
December 31, 2023 and March 31, 2024.
The management of the Company has obtained additional
information and evidence and made further analysis according to the
application of International Financial Reporting Standards (IFRS) 9
regarding the advance to a private company as at December 31, 2023 and, consequently, modified the
financial statements as at December 31,
2023 initially issued on April 29,
2024 and the financial statements as at March 31, 2024 initially published on
May 29, 2024. The Company has
reviewed its positions in the calculation of expected cash flow
recovery due to the socio-economic situation in Israel, which is the country where the private
company is registered. It was also taken into consideration that,
due to the start-up status of the Company and the postponement of
the hearing date at the Israel
court, the assumptions of recovery of this advance had do be
reviewed. The Company also re-evaluated the assumptions of the
recoverable value of the intangible assets under guarantee related
to this advance to a private company since they were not supported
by reliable and verifiable documents. As a result of this
amendment, the items described below in the amended financial
statements as at December 31, 2023
and the financial statements as at March 31,
2024 were increased (decreased) by the following
amounts:
![Amendments to financial statements (CNW Group/Bold Capital Enterprises Ltd.) Amendments to financial statements (CNW Group/Bold Capital Enterprises Ltd.)](https://mma.prnewswire.com/media/2482772/Bold_Capital_Enterprises_Ltd__BOLD_CAPITAL_ENTERPRISES_LTD__RECE.jpg)
The Amended Documents are available on SEDAR+
at www.sedarplus.ca and replace and supersede in all respects
the respective previously filed financial statements and MD&A
for the year ended December 31, 2023
and the quarter ended March 31, 2024.
The previously filed documents should no longer be relied upon.
Overview of Bold
Bold is a "capital pool company" under the policies of 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 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 Canadian Business Corporations Act on
May 16, 2018.
Overview of Stardust
Stardust is a privately-held British
Columbia based company that is a franchisor of renewable
energy installation services, including solar panels (PV), energy
storage systems, and electric vehicle supply equipment. Stardust
lends its brand and business management services to entrepreneurs
looking to enter the industry of renewable energies. Stardust
franchisees install and maintain clean energy systems for
residential and commercial purposes. As a franchisor, Stardust
supplies its franchisees with the following products: solar PV
equipment, energy storage equipment, and electric vehicle supply
equipment. In addition, Stardust supports its franchisees with many
services from corporate headquarters including marketing, sales,
engineering, plan sets, customer service, and project
management.
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 Stardust, the trading of the Bold common shares on the
Exchange. In disclosing the forward-looking information contained
in this press release, Bold has made certain assumptions, including
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 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.
Investors are cautioned that, except as disclosed in the
Filing Statement 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 Exchange has in no way passed upon the merits of the
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.