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
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 hereof.
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 www.sedar.com.
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 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 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.
For further information:
R. Charles Allen, President and CEO
Canoe Mining Ventures Corp.
Tel: (905) 844-7612
Luke Vigeant, Communications
Canoe Mining Ventures Corp.
Tel: (905) 844-7612