VANCOUVER, Nov. 26, 2013 /CNW/ - C Level III Inc. (TSXV: CLV.P) (the "Corporation"), a TSX Venture Exchange (the "TSXV") capital pool company, is pleased to announce that it completed its
previously announced private placement offering with 2299895 Ontario
Inc. ("OntarioCo") for combined gross proceeds of $1.41-million on November 21, 2013
(the "Amended Offering") and received the conditional approval of the TSXV on November 22,
2013 to acquire all of the issued and outstanding common shares of
OntarioCo as part of its revised and updated Qualifying Transaction
(see News Release dated October 3, 2013) pursuant to Policy 2.4 of the
TSXV (the "Qualifying Transaction").
The 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 (the "Resulting Issuer Shares") of the issuer resulting from the completion of the Qualifying
Transaction (the "Resulting Issuer") in exchange for their OntarioCo common shares (the "OntarioCo Shares").
Upon the satisfaction of certain release conditions, including
completion of the Qualifying Transaction (the "Release Conditions"), OntarioCo will be a direct, wholly-owned subsidiary of the Resulting
Issuer. The Qualifying Transaction will constitute a reverse take-over
of the Corporation inasmuch as the current shareholders of OntarioCo
will own approximately 59.5% 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 Offering
As a result of the securities exchange agreements and the Offering
described below, the Resulting Issuer will have approximately
33,602,108 Resulting Issuer Shares, 483,392 options to acquire
Resulting Issuer Shares, and approximately 7,698,308 share purchase
warrants to acquire Resulting Issuer Shares outstanding.
The Amended Offering consisted of a combination of: (i) subscription
receipts for units of OntarioCo (the "Subscription Receipts") at a price of $1.05 per OntarioCo Subscription Receipt, with each
OntarioCo Subscription Receipt automatically converting upon
satisfaction of the Release Conditions, without additional
consideration or further action on the part of the holder thereof, into
seven (7) common shares in the share capital of the Resulting Issuer
(the "Resulting Issuer Shares") and seven (7) share purchase warrants to acquire Resulting Issuer
Shares (the "Resulting Issuer Warrants") at an exercise price of $0.25 per Resulting Issuer Share for a period
of twenty-four (24) months following completion of the Qualifying
Transaction; and (ii) subscription receipts for flow-through units of
the Resulting Issuer (the "FT Subscription Receipts") at a price of $0.20 per FT Subscription Receipt, with each FT
Subscription Receipt automatically converting upon completion of the
Qualifying Transaction, without additional consideration or further
action on the part of the holder thereof, into one (1) common share of
the Resulting Share issued on a "flow-through" basis under the Income Tax Act (Canada) (a "Resulting Issuer FT Share") and one-half (½) of a flow-through share purchase warrant (each whole
flow-through share purchase warrant, a "Resulting Issuer FT Warrant") entitling the holder to acquire one (1) Resulting Issuer Share for
each whole Resulting Issuer FT Warrant at an exercise price of $0.30
per Resulting Issuer Share for a period of twenty-four (24) months
following completion of the Qualifying Transaction.
The Amended Offering was brokered by Portfolio Strategies Securities
Inc. (the "Agent") on behalf of C Level and OntarioCo on a private placement "best
efforts" basis, pursuant to an agency agreement between the Agent, C
Level, OntarioCo, and Giyani Gold (the "Agency Agreement") dated as of the Closing Date (defined below).
The Corporation will pay the Agent a cash commission equal to 7% of the
gross proceeds from the FT Subscription Receipts and 2% of the gross
proceeds from the Subscription Receipts sold pursuant to the Offering
upon satisfaction of the Release conditions. The Agent will also be
issued broker warrants (the "Broker Warrants") upon satisfaction of the Release Conditions, equal to a total of 7%
of the aggregate number of FT Subscription Receipts and 2% of the
aggregate number of Subscription Receipts sold pursuant to the
Offering. Each Broker Warrant will be exercisable to acquire one
Resulting Issuer Share at a price of $0.15 per Resulting Issuer Share
for a period of eighteen (18) months following satisfaction of the
The gross proceeds from the Amended Offering will be held in escrow in a
non-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 December 6, 2013, then the
Subscription Receipts and FT Subscription Receipts will immediately
become null and void and the escrow agent 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.
Completion of the Qualifying Transaction is subject to a number of
conditions, including but not limited to receipt of final approval of
the Qualifying Transaction from the TSXV.
The Qualifying Transaction is not a "Non-Arm's Length 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
The TSXV has waived its sponsorship requirements in connection with the
A filing statement in respect of the Qualifying Transaction has been
prepared and conditionally approved by the TSXV and will be filed 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.
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. Further information on the proposed management and directors of
the Resulting Issuer is available in the October 3, 2013 and July 4,
2013 news releases.
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 Inc.
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
Luke Vigeant, Head of Communications
Giyani Gold Corp.
Tel: (905) 844-1456 ext. 237