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