/NOT FOR DISTRIBUTION TO
Bold is a "capital pool company" under the policies of the
Stardust is a privately-held
It is intended that Stardust and 14204344
Pursuant to the Transaction, Bold will, among other things, consolidate its issued and outstanding common shares on the basis of 2.4876 common shares Bold for one common share of the Resulting Issuer (each a "Resulting Issuer Share"), and issue an aggregate of 51,304,0012 Resulting Issuer Shares to the Stardust shareholders, at a deemed issue price of
In addition, the Resulting Issuer is expected to have the following convertible securities issued and outstanding upon completion of the of Transaction: (i) 25,600 warrants to purchase 25,600 Resulting Issuer Shares, at a price of
Certain of the Resulting Issuer Shares issued to the principals of Stardust who will become directors and management of the Resulting Issuer, will be subject to escrow in accordance with the policies of the
Bold shareholder approval is not required with respect to the proposed Transaction because the Transaction does not constitute a "Non-Arm's Length Qualifying Transaction" pursuant to the policies of the Exchange. Nonetheless, shareholders of Bold will be asked to vote on certain matters that are accessory to the Transaction as described below under the heading "Annual and Special Meeting of Bold Shareholders".
Completion of the Transaction will be subject to certain conditions, including but not limited to: (a) completion of due diligence by the parties; (b) receipt of all necessary shareholder approvals of Stardust and Bold; (c) receipt of all required regulatory and third party approvals; (d) approval of the Transaction by the Exchange as Bold's "Qualifying Transaction"; and (e) closing of the Transaction on or before
The parties have not contemplated any concurrent financing as it is currently expected that the Resulting Issuer will have sufficient working capital resources to meet its business objectives following the closing of the Transaction. In addition, Bold has not paid any deposit, advance or loan to Stardust in connection with the signature of the Definitive Agreement, and there are no finder or broker fees payable under the Transaction.
Trading in the Bold Common Shares has been halted and is not expected to resume until the Transaction is completed or until the Exchange receives the requisite documentation to resume trading.
It is expected that upon completion of the Transaction, the Resulting Issuer will be listed as a Tier 2 Technology Issuer on the Exchange.
It is the intention of Bold and Stardust to establish and maintain a board of directors of the Resulting Issuer with a combination of appropriate skill sets that is compliance with all regulatory and corporate governance requirements, including any applicable independence requirements. Upon completion of the Transaction, the board of the Resulting Issuer is expected to be comprised of five individuals. The following are brief descriptions of the proposed initial management and directors of the Resulting Issuer. A fifth independent director of the Resulting Issuer will be confirmed prior to the closing of the Transaction, with any such additional director nomination subject to the approval of the Exchange.
In 2017, he founded
Eamonn began practice in the electrical industry in 2009. He was certified as a Red Seal Electrician with the
Eamonn joined
Young Bann, Director
Co-Founder of NABCEP and over 30 years of experience in off grid and residential energy storage. Ezra has worked in the solar industry since the mid 1980s, over that time he developed a diverse skill set which he offers his clients as a renewable energy consultant.
Seasoned corporate finance executive, CPA and MBA offering over 20 years of Canadian and international financial leadership experience building, leading, and advising corporations through complex finance restructurings, international expansion, and capital markets transactions. Highly skilled in collaborating with all members of the organization to achieve business and financial objectives. Accomplished in structuring and negotiating transactions and favorable terms with private and institutional investors. Excellent financial leader with a track record of contributions streamlining financial processes, enhancing productivity levels and internal controls.
Evan studied Geography at the
Evan joined Mark at iHazmat in 2016 as Chief Regulatory Officer and was integral part of that company's success. His main role at iHazmat was delivering training courses for the dangerous goods transport industry in
He then Joined Mark at Stardust Solar as Chief Technology Officer leading the development of their accredited solar training material. Evan's role includes continuing education of all employees and franchisees ensuring they all stay up-to-date with the ever-changing technologies used in Solar PV Systems. He also heads their solar PV system design team, creating plan sets used for installation projects across Canada.
Sponsorship of a Qualifying Transaction is required by the Exchange unless the Transaction qualifies for an exemption from the sponsorship requirement. Bold intends to apply for a waiver from the sponsorship requirement in connection with the Transaction and will provide further details in due course.
Bold also wishes to announce that it has filed a notice of meeting and record date in connection with its annual and special meeting (the "Meeting") of shareholders to be held on
- to receive the annual consolidated financial statements of Bold for the fiscal years ended
December 31, 2021 andDecember 31, 2022 , and the external auditors' reports thereon; - to elect the incumbent directors of Bold;
- to re-appoint Mallette LLP as the external auditor of Bold;
- conditional on and effective upon the completion of the Transaction, to elect the directors of the Resulting Issuer (please see below);
- conditional on and effective upon the completion of the Transaction, to approve Bold's new omnibus equity incentive plan;
- conditional on and effective upon the completion of the Transaction, to approve an amendment to Bold's articles to change the corporate name from "
Bold Capital Enterprises Ltd. " to "Stardust Solar Energy Inc. " or such other name as may be determined by the board of directors of the Resulting Issuer; - conditional on and effective upon the completion of the Transaction, to approve an amendment to Bold's articles to change the province in which the corporation's registered office is situated from
Quebec toBritish Columbia ; and - conditional on and effective upon the completion of the Qualifying Transaction, to approve an amendment to Bold's articles so as to consolidate the issued and outstanding common shares of the Corporation on the basis of 2.4876 common shares of Bold for every common share of the Resulting Issuer.
As indicated above, Bold will be seeking approval from shareholders and the Exchange for the adoption and implementation of a new omnibus equity incentive plan (the "Omnibus Plan"). Bold will be including the full text of the Omnibus Plan in the circular that will be sent to obtain shareholder's approval at the upcoming Meeting. Once approved, the Omnibus Plan will replace the corporation's current stock option plan that was last approved in 2021 and which is now a simple fixed plan (the "Previous Plan"). The board of directors determined that it is desirable to have a wide range of incentive awards, including stock options ("Options"), restricted share units ("RSUs"), performance share units ("PSUs"), and deferred share units ("DSUs") (collectively, the "Awards") to attract, retain and motivate employees, directors, executive officers and consultants of the corporation and the Resulting Issuer in anticipation of the proposed Transaction. The aggregate number of Resulting Issuer Reserved for issuance pursuant to Awards of Options granted under the Omnibus Plan (including the predecessor options currently outstanding under the Previous Plan) shall not exceed 10% of the Resulting Issuer's total issued and outstanding shares from time to time. In respect of DSUs, RSUs or PSUs, the aggregate number of Resulting Issuer Shares reserved for issuance pursuant to Awards other than for Options granted under the Omnibus Plan shall not exceed 7,000,000 Resulting Issuer Shares. The Definitive Agreement provides for the granting of an aggregate of 500,000 Options of the Resulting Issuer to the current board of directors of Bold immediately prior to the completion of the Transaction.
The Meeting materials will be posted on SEDAR+ shortly.
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 issuance of additional news releases describing the Transaction, the name of the Resulting Issuer, the trading of the Bold Common Shares on the Exchange, the completion of due diligence, and the holding of shareholder meetings in connection with the Transaction. In disclosing the forward-looking information contained in this press release, Bold has made certain assumptions, including that: all parties will complete satisfactory due diligence of the other parties; all applicable shareholder and regulatory approvals for the Transaction will be received; and 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 Definitive Agreement 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, 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
Neither the
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
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