C Level III Inc. announces voting results of 2013 annual general and special meeting of shareholders

/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, June 28, 2013 /CNW Telbec/ - C Level III Inc. (TSXV: CLV.P) (the "Corporation"), a TSX Venture Exchange (the "TSXV") capital pool company, announces the voting results from its 2013 annual general and special meeting of shareholders (the "Meeting") held on June 27, 2013 in Toronto, Ontario.

The Meeting was held in advance of the Corporation's proposed qualifying transaction under Policy 2.4 of the TSXV, pursuant to which it will acquire all of the issued and outstanding common shares of 2299895 Ontario Inc. ("OntarioCo")—a majority-owned subsidiary of Giyani Gold Corp. ("Giyani Gold")—by way of a reverse take-over (the "Qualifying Transaction").

At the Meeting, the Corporation's shareholders were asked to elect the following nominees to act as directors of the Corporation for the terms described below:

(i) the interim directors of the Corporation who will hold office until completion of the Qualifying Transaction: Daniel Pharand, Jean-François Pelland, Scott Kelly, George W. Roberts, and Robert Daigle (the "Interim Directors"); and
 
(ii) the directors of the Corporation who will hold office upon completion of the Qualifying Transaction: Duane Parnham, Jean-François Pelland, Scott Kelly, Jorge Estepa, and Eugene Lee (the "Resulting Issuer Directors").

All of the abovementioned nominees for election as Interim Directors and Resulting Issuer Directors of the Corporation were elected for the terms described above, as further detailed in the Corporation's management information circular, dated May 30, 2013.

Shareholders also approved: (i) the re-appointment of Collins Barrow Toronto LLP, Chartered Accountants as auditors of the Corporation and authorized the directors of the Corporation to fix their remuneration; (ii) a special resolution to change the name of the Corporation to "Canoe Mining Ventures Corp." upon completion of the Qualifying Transaction; (iii) a resolution ratifying the Corporation's stock option plan; and (iv) a resolution ratifying an amendment to the general by-laws of the Corporation to reduce the minimum quorum requirement for meetings of its shareholders to two persons present, in person or represented by proxy, holding not less than 5% of the shares entitled to be voted at meetings.

A total of 1,347,500 common shares of the Corporation (representing approximately 26.93% of its outstanding common shares) were represented at the Meeting in person or by proxy.

About the Corporation

The Corporation is capital pool company incorporated under the provisions of the Canada Business Corporations Act on 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.

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 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 Abbie Lake-Keating Property, dated February 15, 2013, the Abbie Lake-Keating Property has the potential to host significant gold resources and is a property of merit, worthy of further exploration.

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 Qualifying Transaction; 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) 987-5081
jean-francois.pelland@mcmillan.ca

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

Profil de l'entreprise

C LEVEL III

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