TORONTO, Feb. 4, 2013 /CNW/ - Giyani Gold Corp. (TSXV: WDG) ("Giyani Gold"), C Level III Inc. (TSXV: CLV.P) ("C Level"), a capital pool company under the policies of the TSX Venture
Exchange Inc. (the "TSXV"), 6413251 Manitoba Ltd. ("ManitobaCo") and Canada Bay Resources Ltd. ("Canada Bay") are pleased to announce a conditional agreement (the "Agreement") by which Giyani Gold, through its subsidiary 2299895 Ontario Inc. ("OntarioCo"), will transfer their Canadian mining exploration properties for
common shares of C Level. As part of the Agreement, C Level will also
acquire the shares of Manitoba based ManitobaCo and certain assets of
Canada Bay in exchange for common shares of C Level. Greater details
relating to the Agreement are outlined in the Transaction below.
As a result of the proposed transactions, Giyani Gold will become the
majority shareholder of C Level. C Level will continue to operate and
expand the Canadian mining exploration activities independent of Giyani
Gold. Giyani Gold will thereafter be purely focused on corporate
activities relating to the Giyani Gold Project in South Africa. The
proposed acquisition of Giyani Gold's Canadian properties by C Level
will constitute the qualifying transaction of C Level in accordance
with the policies of the TSXV. The Agreement was negotiated at arm's
length and is effective as of the date hereof.
Duane Parnham, Executive Chairman of Giyani Gold, stated that: "This is
a very exciting strategic transaction that unlocks considerable
shareholder value and strengthens the Giyani Gold balance sheet while
positioning us to participate and fully benefit in any future
discoveries made on these Canadian properties". Mr. Parnham added:
"Although our management team will assist in the new company's growth
profile, the Transaction allows Giyani Gold to focus all its efforts
into building a premier gold development company through methodical
corporate development and the exploration of our excellent land package
assembled in South Africa."
It is expected that the Board of directors of the Resulting Issuer will
be comprised of Duane Parnham, Scott Kelly, Ed Guimares, Donald Gibb,
and Jean-François Pelland and that the management of the Resulting
Issuer will initially be comprised of certain current senior officers
of Giyani Gold, including R. Charles (Chuck) Allen as President.
A proposed technical team with expertise and experience in gold
exploration will be comprised of Doug Fogwill and Susan Butorac with
Robert S. Middleton, Dr. Roy Shegelski and Dr. Howard Poulsen acting as
Under the Agreement, C Level is to acquire all of the issued and
outstanding common shares of OntarioCo in exchange for approximately
24,605,265 common shares of C Level, issued at a price of $0.20 per
common share. OntarioCo owns the Canadian portfolio of mining
properties held by Giyani Gold. The Abbie Lake-Keating Gold Project is
the most significant of the mining properties held by OntarioCo along
with the Skead gold property and the Baska-Eldorado rare earth elements
property. C Level will acquire the shares of ManitobaCo as well as
certain assets of Canada Bay in exchange for approximately 8,000,000
common shares of C Level, also issued at a price of $0.20 per common
share. ManitobaCo and Canada Bay are the owners of gold exploration
properties in the Rice Lake Gold Belt of Manitoba and the Silverleaf
rare earth elements property located in southern Manitoba. All parties
to this Agreement are arm's length parties. In addition, the
shareholders of OntarioCo, ManitobaCo and Canada Bay are arm's length
parties to C Level. C Level currently has 5,004,343 outstanding shares.
A concurrent $2-4 million financing ("the Offering") is proposed in
order for the Resulting Issuer to meet the TSXV listing requirements,
and to generate the general operating funds necessary to immediately
commence with exploration programs including drilling at the Abbie
Lake-Keating Gold Project. Insiders of Giyani Gold will be
participating in the Offering, and due to the participation of certain
insiders, the Offering may qualify as a "related party transaction"
pursuant to the rules of Multilateral Instrument 61-101 - Protection of
Minority Security Holders in Special Transactions ("MI 61-101"). C
Level is relying on exemptions from both the formal valuation and
minority approval requirements of MI 61-101 based on the exemption for
the fair market value of the Offering being not more than 25% of the
market capitalization of the Resulting Issuer.
The Agreement is to be superseded by a definitive merger, amalgamation,
and/or share exchange agreement (the "Definitive Agreement") and remains subject to TSXV approval and certain closing conditions,
including approval by the directors of each of the Parties, necessary
shareholder approvals, and the obligation of OntarioCo to fund certain
costs and expenses of ManitobaCo and Canada Bay. The legal structure
for the Transaction will be confirmed after the parties have considered
all applicable tax, securities law and accounting efficiencies.
About Giyani Gold and OntarioCo
Giyani Gold is an Africa focused exploration company with gold assets in
the Limpopo province of South Africa. As it relates to this
Transaction, Giyani Gold's Canadian properties held through its
subsidiary OntarioCo being the Abbie Lake-Keating and Skead gold
properties and the Baska Eldorado rare earth elements property will be
exchanged for common shares in the Resulting Issuer. The flagship asset
of OntarioCo is the Abbie Lake-Keating gold property located on similar
geology and in close proximity to producing gold mines near White
River, Ontario. A potential gold bearing structure called the Iron Lake
Deformation Zone ("ILDZ") spans 27km through the Abbie Lake-Keating
property. An exploration program comprised of geophysics and drilling
focused on the ILDZ was conducted on the property in 2012 and new
drilling targets on the eastern extension of the ILDZ have been
identified for the upcoming 2013 drill program.
About ManitobaCo and Canada Bay
ManitobaCo and Canada Bay are private Canadian companies focused
primarily on gold exploration in the Rice Lake Gold Belt of Manitoba in
close proximity to San Gold's newly constructed mine. They will
contribute to the Transaction their flagship gold exploration
properties located in the Rice Lake Gold Belt, as well as the
Silverleaf rare earth elements property in Southern Manitoba. The Rice
Lake Gold Belt has over 1.7 million oz of historically reported gold
production and the properties being transferred by Canada Bay and
ManitobaCo for the Transaction are strategically located in
underexplored and former producing areas of this belt.
About C Level
C Level is a capital pool company with its registered and head office in
Toronto, Ontario and intends for this Transaction to constitute its
"Qualifying Transaction" as such term is defined in the policies of the
TSXV. As of the date hereof, C Level has 5,004,343 common shares. The
trading on the common shares of C Level has been halted in
consideration of the issuance of this press release and it is
anticipated that trading will not resume until the closing of the
Qualifying Transaction or the termination of the Agreement.
Sponsorship of a qualifying transaction of a capital pool company is
required by the TSXV unless exempt in accordance with TSXV policies. C
Level is currently reviewing the requirements for sponsorship and may
apply for an exemption from the sponsorship requirements pursuant to
the policies of the TSXV, however, there is no assurance that C Level
will ultimately obtain this exemption. C Level intends to include any
additional information regarding sponsorship in a subsequent press
Completion of the transaction is subject to a number of conditions,
including but not limited to, TSXV acceptance and, if applicable,
pursuant to the requirements of the TSXV, 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 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 proposed Transaction; the terms and conditions of the
proposed 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: Giyani Gold Corp.
For further information:
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
Don Gibb, President and CEO
Canada Bay Resources Ltd.
Tel: (204) 275-3216