C Level III Inc. Announces TSXV Conditional Approval of Qualifying Transaction
with 2299895 Ontario Inc. and Giyani Gold Corp. and Completion of Private
VANCOUVER, Nov. 26, 2013 /CNW/ - C Level III Inc. (TSXV: CLV.P) (the
"Corporation"), a TSX Venture Exchange (the "TSXV") capital pool company, is
pleased to announce that it completed its previously announced private
placement offering with 2299895 Ontario Inc. ("OntarioCo") for combined gross
proceeds of $1.41-million on November 21, 2013 (the "Amended Offering") and
received the conditional approval of the TSXV on November 22, 2013 to acquire
all of the issued and outstanding common shares of OntarioCo as part of its
revised and updated Qualifying Transaction (see News Release dated October 3,
2013) pursuant to Policy 2.4 of the TSXV (the "Qualifying Transaction").
The Qualifying Transaction will be carried out by means of securities exchange
agreements, pursuant to which Giyani Gold Corp. ("Giyani Gold"), the majority
shareholder of OntarioCo, and two minority OntarioCo shareholders will
collectively receive an aggregate of 20,000,000common shares (the "Resulting
Issuer Shares") of the issuer resulting from the completion of the Qualifying
Transaction (the "Resulting Issuer") in exchange for their OntarioCo common
shares (the "OntarioCo Shares").
Upon the satisfaction of certain release conditions, including completion of
the Qualifying Transaction (the "Release Conditions"), OntarioCo will be a
direct, wholly-owned subsidiary of the Resulting Issuer. The Qualifying
Transaction will constitute a reverse take-over of the Corporation inasmuch as
the current shareholders of OntarioCo will own approximately 59.5% of the
outstanding shares of the Resulting Issuer immediately upon completion of the
Qualifying Transaction (on a non-diluted basis and assuming full subscription
of the Offering described below).
As a result of the securities exchange agreements and the Offering described
below, the Resulting Issuer will have approximately 33,602,108 Resulting
Issuer Shares, 483,392 options to acquire Resulting Issuer Shares, and
approximately 7,698,308 share purchase warrants to acquire Resulting Issuer
The Amended Offering consisted of a combination of: (i) subscription receipts
for units of OntarioCo (the "Subscription Receipts") at a price of $1.05 per
OntarioCo Subscription Receipt, with each OntarioCo Subscription Receipt
automatically converting upon satisfaction of the Release Conditions, without
additional consideration or further action on the part of the holder thereof,
into seven (7) common shares in the share capital of the Resulting Issuer (the
"Resulting Issuer Shares") and seven (7) share purchase warrants to acquire
Resulting Issuer Shares (the "Resulting Issuer Warrants") at an exercise price
of $0.25 per Resulting Issuer Share for a period of twenty-four (24) months
following completion of the Qualifying Transaction; and (ii) subscription
receipts for flow-through units of the Resulting Issuer (the "FT Subscription
Receipts") at a price of $0.20 per FT Subscription Receipt, with each FT
Subscription Receipt automatically converting upon completion of the
Qualifying Transaction, without additional consideration or further action on
the part of the holder thereof, into one (1) common share of the Resulting
Share issued on a "flow-through" basis under the Income Tax Act (Canada) (a
"Resulting Issuer FT Share") and one-half (½) of a flow-through share
purchase warrant (each whole flow-through share purchase warrant, a "Resulting
Issuer FT Warrant") entitling the holder to acquire one (1) Resulting Issuer
Share for each whole Resulting Issuer FT Warrant at an exercise price of $0.30
per Resulting Issuer Share for a period of twenty-four (24) months following
completion of the Qualifying Transaction.
The Amended Offering was brokered by Portfolio Strategies Securities Inc. (the
"Agent") on behalf of C Level and OntarioCo on a private placement "best
efforts" basis, pursuant to an agency agreement between the Agent, C Level,
OntarioCo, and Giyani Gold (the "Agency Agreement") dated as of the Closing
Date (defined below).
The Corporation will pay the Agent a cash commission equal to 7% of the gross
proceeds from the FT Subscription Receipts and 2% of the gross proceeds from
the Subscription Receipts sold pursuant to the Offering upon satisfaction of
the Release conditions. The Agent will also be issued broker warrants (the
"Broker Warrants") upon satisfaction of the Release Conditions, equal to a
total of 7% of the aggregate number of FT Subscription Receipts and 2% of the
aggregate number of Subscription Receipts sold pursuant to the Offering. Each
Broker Warrant will be exercisable to acquire one Resulting Issuer Share at a
price of $0.15 per Resulting Issuer Share for a period of eighteen (18) months
following satisfaction of the Release Conditions.
The gross proceeds from the Amended Offering will be held in escrow in a
non-interest bearing account pending satisfaction of the Release Conditions
(the "Escrowed Proceeds"). If the Release Conditions are not satisfied or
waived on or before5:00 p.m.(Torontotime) on December 6, 2013, then the
Subscription Receipts and FT Subscription Receipts will immediately become
null and void and the escrow agent shall distribute the Escrowed Proceeds and
accrued interest to the holders of the Subscription Receipts and FT
Subscription Receipts on apro ratabasis so that they are refunded their
full purchase price.
Completion of the Qualifying Transaction is subject to a number of conditions,
including but not limited to receipt of final approval of the Qualifying
Transaction from the TSXV.
The Qualifying Transaction is not a "Non-Arm's Length Qualifying Transaction",
as the Corporation and OntarioCo do not share any common "Control Persons",
within the meaning of those terms in Policy 2.4 of the TSXV. As such, the
approval of the Corporation's shareholders is not required.
The TSXV has waived its sponsorship requirements in connection with the
A filing statement in respect of the Qualifying Transaction has been prepared
and conditionally approved by the TSXV and will be filed in accordance with
Policy 2.4 of the TSXV on SEDAR at www.sedar.com at least seven (7) business
days prior to the commencement of trading of the Resulting Issuer's shares.
All information contained in this news release with respect to the Corporation
and OntarioCo was supplied by the parties respectively, for inclusion herein,
and each party and its directors and officers have relied on the other party
for any information concerning the other party. Further information on the
proposed management and directors of the Resulting Issuer is available in the
October 3, 2013 and July 4, 2013 news releases.
Completion of the transaction is subject to a number of conditions, including
but not limited to, TSXV acceptance. 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 and 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
The TSX Venture Exchange Inc. 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 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 RELEASE.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release
includes certain "forward-looking statements" under applicable Canadian
securities legislation. Forward-looking statements include, but are not
limited to, statements with respect to: the terms and conditions of the
Re-Stated Qualifying Transaction; the terms and conditions of the proposed
Amended Offering; future exploration and testing; use of funds; and the
business and operations of the Resulting Issuer after the proposed
transaction. Forward-looking statements are necessarily based upon a number of
estimates and assumptions that, while considered reasonable, are subject to
known and unknown risks, uncertainties, and other factors which may cause the
actual results and future events to differ materially from those expressed or
implied by such forward-looking statements. Such factors include, but are not
limited to: general business, economic, competitive, political and social
uncertainties; delay or failure to receive board, shareholder or regulatory
approvals; and the results of current exploration and testing. There can be no
assurance that such statements will prove to be accurate, as actual results
and future events could differ materially from those anticipated in such
statements. Accordingly, readers should not place undue reliance on
forward-looking statements. The Parties disclaim any intention or obligation
to update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by law.
SOURCE C Level III Inc.
Jean-François Pelland, Director C Level III Inc. Tel: (514) 984-4431
R. Charles Allen, President Giyani Gold Corp. Tel: (905) 844-1456 ext. 223
Luke Vigeant, Head of Communications Giyani Gold Corp. Tel: (905) 844-1456
ext. 237 email@example.com
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CO: C Level III Inc.
ST: British Columbia
NI: FIN PVT
-0- Nov/26/2013 14:00 GMT
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