BOLD.P Bold Capital Enterprises Ltd

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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.

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:

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.