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Bold Ventures Inc. — Capital/Financing Update 2026
Jan 10, 2026
46067_rns_2026-01-09_16a2839d-1689-421a-9033-719d616b9053.pdf
Capital/Financing Update
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FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1. Name and Address of Company
Bold Ventures Inc. (“Bold” or the “Company”)
22 Adelaide St. W., Suite 3600
Toronto, Ontario M5H 4E3
Item 2. Date of Material Change
The material change took place on December 31, 2025.
Item 3. News Release
A news release with respect to the material change referred to in this report was disseminated by Newsfile on January 2, 2026. The news release is available on Bold’s profile at www.sedarplus.ca.
Item 4. Summary of Material Change
On January 2, 2026, Bold announced it had closed its non-brokered private placement and raised $776,800 through the combined issuance of 3,297,776 flow through qualified units (“FT Units”) and 6,000,000 working capital units (“WC Units”).
Three (3) insiders of the Company subscribed for 420,000 FT Units for $37,800. The insider private placements are exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 (“MI 61-101”) by virtue of the exemptions contained in sections 5.5(a) and 5.7(1) (a) of MI 61-101 in that the fair market value of the consideration for the securities of the Company issued to the insiders does not exceed 25% of its market capitalization.
Item 5. Full Description of Material Change
On December 31, 2025 Bold announced the closing of the private placement for gross proceeds of $776,800, through the placement of 6,000,000 WC Units of the Company at a price of $0.08 per WC unit for $480,000 (the “WC Offering”) and 3,297,776 FT Units at a price of $0.09 per FT Unit for $296,800 (the “FT Offering”, and together with the WC Offering, the “Offering”).
Each FT Unit consists of one (1) flow-through common share and one-half (0.5) of a common share purchase warrant. Each full warrant (a “Warrant”) entitles the holder to purchase one (1) common share (a “Warrant Share”) at a price of $0.12 per Warrant Share until December 31, 2027.
Each WC Unit consists of one (1) Common Share and one (1) Common Share purchase warrant (a “WC Warrant”). Each WC Warrant entitles the holder to purchase one (1) Common Share (a “WC Warrant Share”) at a price of $0.12 per WC Warrant Share until December 31, 2028.
Proceeds from the Offering will be used for working capital, for exploration as qualified Canadian Exploration Expense (in the case of the FT Offering), and for property maintenance and acquisitions.
Three (3) insiders of the Company subscribed for 420,000 FT Units for $37,800. The insider private placements are exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 (“MI 61-101”) by virtue of the exemptions contained in sections 5.5(a) and 5.7(1) (a) of MI 61-101 in that the fair market value of the consideration for the securities of the Company issued to the insiders does not exceed 25% of its market capitalization.
The following table indicates the FT Units subscribed for by the Insiders, the post-closing direct and indirect holdings in the Company held and the percentage the holding represents in the post-closing outstanding shares:
| Name | # of Listed Shares Purchased | Post-closing Direct & Indirect Holdings in the Issuer | % of Post-Closing Outstanding Shares^{(1)} | % of Post-Closing Outstanding Partially diluted Shares^{(2)} |
|---|---|---|---|---|
| Bruce MacLachlan, President and COO | 100,000 FT Units | 1,705,000 - Common Shares | ||
| 600,000 - Options | ||||
| 975,000 - Warrants | 1.82% | 3.39% | ||
| Coleman Robertson, VP Exploration | 100,000 FT Units | 975,000 - Common Shares | ||
| 400,000 - Options | ||||
| 675,000 - Warrants | 1.04% | 2.14% | ||
| Steve Brunelle, Director | 220,000 FT Units | 370,000 - Common Shares | ||
| 100,000 - Options | ||||
| 110,000 - Warrants | 0.40% | 0.62% | ||
Based on issued and outstanding capital of 93,566,234 common shares after giving effect to the Closing of the Offering.
Calculated based on issued and outstanding capital after giving effect to the Closing of the Offering and the exercise of stock options and warrants by each insider and based on partially-diluted outstanding capital for the insider including common shares and warrants issued on this transaction to the insider and assuming the exercise of all options and warrants held by the insider.
Item 6.
Reliance on Subsection 7.1(2) of National Instrument 51-102
Confidentiality is not requested.
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Item 7. Omitted Information
No information has been omitted in respect of the material change.
Item 8. Executive Officer
David Graham, CEO 416-864-1456
[email protected]
Item 9. Date of Report
January 9, 2026.