Canoe Mining Ventures Corp. Announces Completion of Qualifying Transaction and
Commencement of Trading on TSX Venture Exchange
OAKVILLE, ON, Dec. 6, 2013 /CNW/ - Canoe Mining Ventures Corp. (formerly the
TSX Venture Exchange capital pool company C Level III Inc.) (TSXV: CLV) (the
"Corporation" or "Canoe Mining") is pleased to announce that 2299895 Ontario
Inc. ("OntarioCo") has completed the reverse take-over of C Level III Inc. ("C
Level") for the purposes of C Level's qualifying transaction (the "Qualifying
Transaction") and has changed its name to Canoe Mining Ventures Corp.
As of December 9, 2013, the shares of Canoe Mining will commence trading on
the TSX Venture Exchange (the "TSXV") under the symbol "CLV".
The Qualifying Transaction was carried out by means of securities exchange
agreements between C Level, Giyani Gold Corp. (the majority shareholder of
OntarioCo) ("Giyani Gold"), and two minority OntarioCo shareholders
(collectively, the "Securities Exchange Agreements"), pursuant to which C
Level acquired all of the issued and outstanding common shares of OntarioCo in
exchange for the issuance of 20,000,000 common shares in the share capital of
the Resulting Issuer, Canoe Mining.
As a result of the Securities Exchange Agreements and the Offering described
below, the Corporation will have 33,602,108 Common Shares (the "Canoe
Shares"), 483,392 options to acquire Common Shares, and 7,698,308 share
purchase warrants to acquire Common Shares (the "Canoe Warrants") outstanding.
22,650,000 Canoe Shares will be subject to Tier 2 Value Escrow pursuant to the
policies of the TSXV.
In connection with the Qualifying Transaction, C Level III Inc. ("C Level")
and OntarioCo each carried out respective private placements on November 21,
2013 for combined aggregate gross proceeds of $1,416,665 (the "Offering"). The
Offering consisted of 2,540,000 flow-through units of C Level issued on a
subscription receipt basis (the "FT Subscription Receipts") at a price of
$0.20 per FT Subscription Receipt and 865,395 units of OntarioCo issued on a
subscription receipt basis (the "OntarioCo Subscription Receipts") at a price
of $1.05 per OntarioCo Subscription Receipt.
Pursuant to the terms of the Offering, each FT Subscription Receipt
automatically converted into one (1) Canoe Share issued on a flow-through
basis (a "Canoe FT Share") and one-half (½) flow-through Canoe Warrant (each
whole flow-through Canoe Warrant, a "Canoe FT Warrant"), entitling the holder
thereof to acquire one (1) Canoe FT Share for each whole Canoe FT Warrant at
an exercise price of $0.30 per Canoe FT Share for a period of twenty-four (24)
months from the date hereof.
Each OntarioCo Subscription Receipt converted into seven (7) Canoe Shares and
seven (7) Canoe Warrants, representing an aggregate total of 6,057,765 Canoe
Shares and 6,057,765 Canoe Warrants issued on conversion. Each Canoe Warrant
entitles the holder thereof to acquire one (1) additional Canoe Share for each
Canoe Warrant at an exercise price of $0.25 per Canoe Share for a period of
twenty-four (24) months from the date hereof.
The Offering was brokered by Portfolio Strategies Securities Inc. (the
"Agent"). The Agent will receive a cash commission in amount of $53,733,
representing 7% of the gross proceeds from FT Subscription Receipts and 2% of
the gross proceeds from the OntarioCo Subscription Receipts sold pursuant to
the Offering. The Agent will also be issued 195,108 share purchase warrants to
acquire Canoe Shares (the "Broker Warrants"), representing 7% of the aggregate
number of FT Subscription Receipts and 2% of the aggregate number of OntarioCo
Subscription Receipts sold pursuant to the Offering. Each Broker Warrant
entitles the Agent to acquire one (1) Canoe Share at an exercise price of
$0.15 per Canoe Share for a period of eighteen (18) months from the date
Directors and Management
The board of directors of Canoe Mining, as appointed by the shareholders of C
Level on June 27, 2013 and effective as of the date hereof, consists of Duane
Parnham, Scott Kelly, Jean-François Pelland, Jorge Estepa, and Eugene Lee.
The directors are also pleased to announce the appointment, effective as of
the date hereof, of Mr. R. Bruce Durham, P.Geo as an independent member of the
board of directors.
Mr. Durham is a Professional Geologist, who graduated from the University of
Western Ontario in 1976. He has been President, CEO and a director of
Goldspike Exploration Inc. (TSXV: GSE) since 2010 and Chairman of Temex
Resources Corp. (TSXV: TME) since May 2007. Mr. Durham has been a member of
the board of directors of Nebu Resources Inc. (TSXV: NBU) since April 2008, of
NMC Resource Corporation (TSXV: NRC) since March 2010, of Rainbow Resources
Inc. (TSXV: RBW) since November 2009, of Schyan Exploration Inc. (not listed)
since October 2008, of Solvista Gold Corporation (TSXV: SVV) since October
2013, and of Norvista Capital Corporation (not listed) since November 2013. He
has also held various management positions with Canadian Royalties Inc.,
including President, Vice President Exploration and Vice President Business
Development between 1998 to 2007. Mr. Durham has worked in mineral exploration
for over 30 years in various positions with junior and senior mining companies
exploring primarily for precious and base metal deposits in Ontario and
Quebec, but also with companies exploring across Canada, in the United States,
and in Africa.
The officers of the Corporation include R. Charles (Chuck) Allen as President
and Chief Executive Officer, Ron Reed as Chief Financial Officer, and Jo-Anne
Archibald as Corporate Secretary.
About Canoe Mining
Canoe Mining is a company incorporated under the Canada Business Corporations
Act, since June 10, 2011, with its registered and head office in Oakville,
Ontario. It is a reporting issuer in the provinces of British Columbia,
Alberta, Saskatchewan, Manitoba, and Ontario.
Canoe Mining's primary property is the Iron Lake Project and its qualifying
property, or property of merit, is the Keating and Killins Property that forms
part of the Iron Lake Gold Project located near White River, Ontario.
Further information on the Qualifying Transaction, the Offering, and the Iron
Lake Project can be found in the filing statement prepared in respect of the
Qualifying Transaction and the independent technical report prepared by J.
Garry Clark, P. Geo. in respect of the Iron Lake Project, dated February 15,
2013 and revised on November 19, 2013, both of which were filed on SEDAR on
November 28, 2013 and are accessible from the Corporation's SEDAR profile at
All information contained in this news release with respect to the
Corporation, C Level, 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.
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
Qualifying Transaction; the terms and conditions of the Offering; future
exploration and testing; use of funds; and the business and operations of the
Corporation. 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 Canoe Mining Ventures Corp. and Giyani Gold Corp.
R. Charles Allen, President and CEO Canoe Mining Ventures Corp. Tel: (905)
844-7612 email@example.com Luke Vigeant, Communications Canoe Mining
Ventures Corp. Tel: (905) 844-7612 firstname.lastname@example.org
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