C Level III Inc. Updates Qualifying Transaction with 2299895 Ontario Inc. and Giyani Gold Corp.

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR RELEASE PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES./

TORONTO, Oct. 3, 2013 /CNW Telbec/ - Further to its preliminary news releases dated February 4, 2013, March 1, 2013 and July 4, 2013, C Level III Inc. (TSXV: CLV.P) (the "Corporation"), a TSX Venture Exchange (the "TSXV") capital pool company, wishes to provide an update with respect to the terms and conditions of the Qualifying Transaction and Offering (as defined in the previous news releases).  The Corporation announces that it has signed an updated definitive agreement with 2299895 Ontario Inc. ("OntarioCo") and which updated agreement replaces and supersedes the previously announced Qualifying Transaction (the "Re-Stated Qualifying Transaction") and has amended the provisions of previously announced Offering.

The Re-Stated 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 20,000,000 common shares of the Resulting Issuer (the "Resulting Issuer Shares") in exchange for their OntarioCo common shares (the "OntarioCo Shares").

Upon completion of the Re-Stated Qualifying Transaction, OntarioCo will be a direct, wholly-owned subsidiary of the Resulting Issuer. The Re-Stated Qualifying Transaction will constitute a reverse take-over of the Corporation inasmuch as the current shareholders of OntarioCo will own approximately 52.2% 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 Amended Offering described below).

As a result of the securities exchange agreements and the Amended Offering described below, the Resulting Issuer will have between 32,587,676 and 38,337,676 Resulting Issuer Shares, 483,392 options to acquire Resulting Issuer Shares, and between 5,840,417 and 14,266,667 share purchase warrants (including Brokers' warrants) to acquire Resulting Issuer Shares outstanding.  The minimum and maximum amount of Resulting Issuer Shares issued above is based upon $1.35 million (with $500,000 of common shares and $850,000 of flow through common shares issued) vs. $2 million of common shares issued and that such shares were not issued as flow through common shares. As a result 17,820,000 Resulting Issuer Shares will be subject to escrow and will be gradually released in accordance with the policies of the TSXV.

Terms of the Amended Offering

In connection with the Re-Stated Qualifying Transaction, the Corporation and OntarioCo will each carry out respective private placements to raise a minimum of $1.35 million and a maximum of $2 million, which are expected to close on or around October 25, 2013 (the "Amended Offering"). The Amended Offering will consist of a combination of: (i) common shares of OntarioCo at a price of $1.05 per common share ("OntarioCo Share"), (ii) subscription receipts for units of the Resulting Issuer at a price of $0.15 per unit (the "Subscription Receipts") with each unit consisting of one (1) Resulting Issuer Share and a full share purchase warrant entitling the holder to acquire one (1) Resulting Issuer Share at a price of $0.25 per Resulting Issuer Share for a period of 2 years (the "Common Share Purchase Warrant") and (iii) units of the Resulting Issuer at a price of $0.20 per unit (the "FT Subscription Receipts") with each unit consisting of one (1) Resulting Issuer Shares issued on a flow-through basis and a one-half (1/2) share purchase warrant to acquire a Resulting Issuer Shares with each full share purchase warrant entitling the holder to purchase one (1) Resulting Issuer Share at a price of $0.30 per Resulting Issuer Share for a period of 2 years.

Each OntarioCo Share will automatically convert, without any further action by the holder thereof, and without any additional consideration upon completion of the Qualifying Transaction, into seven (7) Resulting Issuer Shares and seven (7) Common Share Purchase Warrants for each OntarioCo Share.

The Amended Offering will continue to be led by Portfolio Strategies Securities Inc. (the "Agent") with the Agent's entitlement to fees and brokers' warrants unchanged. Under the terms of the Amended Offering, however, each Broker Warrant will now entitle the Agent to acquire one Resulting Issuer Share at $0.15 per Resulting Issuer Share (for each OntarioCo Share and Subscription Receipt sold) or $0.20 per Resulting Issuer Share (for each FT Subscription Receipt sold); each such warrant exercisable for a period of eighteen (18) months following the satisfaction of the Release Conditions.

The gross proceeds from the (i) the OntarioCo common shares and (ii) the Subscription Receipts and FT Subscription Receipts sold pursuant to the Offering will be held in escrow in an interest bearing account pending satisfaction of the Release Conditions (the "Escrowed Proceeds"). If the Release Conditions are not satisfied or waived on or before 5:00 p.m. (Toronto time) on the date that is four (4) months and one (1) day from the closing date of the Amended Offering, then the Subscription Receipts and FT Subscription Receipts will immediately become null and void and C Level shall distribute the Escrowed Proceeds and accrued interest to the holders of the Subscription Receipts and FT Subscription Receipts on a pro rata basis so that they are refunded their full purchase price.

Required Approvals

Completion of the Re-Stated Qualifying Transaction is subject to a number of conditions, including but not limited to receipt of final approval of the Re-Stated Qualifying Transaction from the TSXV.  In addition, the Amended Offering is subject to final approval from the TSXV.

The Re-Stated Qualifying Transaction is not a "Non-Arm's Length Re-Stated 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 in connection with the Re-Stated Qualifying Transaction. The TSXV has waived its sponsorship requirements in connection with the Re-Stated Qualifying Transaction.

Both the Re-Stated Qualifying Transaction and the Amended Offering are subject to TSXV approvals.  In this respect, the Corporation will amend the Filing Statement to reflect the provisions of both the Re-Stated Qualifying Transaction and the Amended Offering and the amended filing statement will be filed with the TSXV for conditional approval (the "Amended Filing Statement").  Once conditionally approved by the TSXV, the Corporation will file the Amended Filing Statement, 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 on the TSXV.

About OntarioCo

OntarioCo is a majority owned subsidiary of Giyani Gold, incorporated under the Business Corporations Act (Ontario) on September 23, 2011. The company has its head office in Oakville, Ontario. OntarioCo is a gold exploration company with assets in the Northwestern region of the province of Ontario, including its Iron Lake Gold Project (formerly known as the Abbie Lake-Keating Property), and its rare earth projects in the province Saskatchewan. According to the independent technical report prepared by J. Garry Clark, P. Geo. in respect of the Iron Lake Gold Project, dated February 15, 2013 (as updated) (the "Technical Report"), the Iron Lake Gold Project has the potential to host significant gold resources and is a property of merit, worthy of further exploration.

As described in the Technical Report, the Iron Lake Gold Project covers a 38km section of the Kabenung Lake greenstone belt that hosts the Iron Lake Deformation Zone (the "ILDZ") and subsidiary shear zones which have been proven to contain significant gold showings. The gold mineralization found associated with the shears on the Abbie Lake and Keating East portions of the Iron Lake Gold Project resembles gold bearing structures found in the Timmins camp area. Quartz eye porphyry zones located on the boundaries between the Abbie Lake and Keating townships are the likely heat engines that have driven gold bearing fluid. Shears with pyrite and green mica that occur in quartz eye sericite schists in the Keating East portion visually resemble Hemlo-style alteration. The ILDZ and associated formation and shear zones that are traced by geophysics and diamond drilling across the area have the potential of hosting economic gold mineralization.

An exploration budget of approximately $880,000 is recommended to further evaluate the Iron Lake Gold Project. OntarioCo's exploration program will be comprised of diamond drilling and Induced Polarization surveying to extend the known gold bearing alteration zones.

About the Corporation

The Corporation is a capital pool company incorporated under the provisions of the Canada Business Corporations Acton June 10, 2011, with its registered and head office in Toronto, Ontario. It is a reporting issuer in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, and Ontario.

Proposed Management and Directors

As part of the completion of the Re-Stated Qualifying Transaction, the identified management team and the proposed nominees for directorships will be identical to those disclosed in the July 4, 2013 news release.

Further Information

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.

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 highly speculative.

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

For further information:

Jean-François Pelland, Director
C Level III Inc.
Tel: (514) 984-4431
jean-francois.pelland@mcmillan.ca

R. Charles Allen, President
Giyani Gold Corp.
Tel: (905) 844-1456 ext. 223
callen@giyanigold.com

Luke Vigeant, Head of Communications
Giyani Gold Corp.
Tel: (905) 844-1456 ext. 237
lvigeant@giyanigold.com

Profil de l'entreprise

C LEVEL III

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