/Not for distribution to United
States newswire services or for release publication,
distribution or dissemination directly, or indirectly, in whole or
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TORONTO,
July 4, 2013 /CNW Telbec/ - Further
to its preliminary news releases dated February 4, 2013 and March
1, 2013, C Level III Inc. (TSXV: CLV.P) (the
"Corporation"), a TSX Venture Exchange (the "TSXV")
capital pool company, is pleased to announce that it has received
the conditional approval of the TSXV to acquire all of the issued
and outstanding common shares of 2299895 Ontario Inc.
("OntarioCo") as part of its qualifying transaction 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 23,880,265 common shares of the Resulting Issuer (the
"Resulting Issuer Shares") in exchange for their OntarioCo
common shares (the "OntarioCo Shares").
Upon completion of the Qualifying Transaction,
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 51.7% 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 described
below).
As a result of the securities exchange
agreements and the Offering described below, the Resulting Issuer
will have up to 46,217,942 Resulting Issuer Shares, 483,392 options
to acquire Resulting Issuer Shares, and up to 1,223,768 share
purchase warrants to acquire Resulting Issuer Shares outstanding.
Approximately 15,852,515 Resulting Issuer Shares will be subject to
escrow and will be gradually released in accordance with the
policies of the TSXV.
Terms of the Offering
In connection with the Qualifying Transaction,
the Corporation and OntarioCo will each carry out respective
private placements, which are expected to close on or around
July 30, 2013 (the
"Offering"). The Offering will consist of a combination of
OntarioCo Shares at a price of $1.00
per OntarioCo Share, subscription receipts for Resulting Issuer
Shares (the "Subscription Receipts") at a price of
$0.20 per Subscription Receipt, and
subscription receipts for Resulting Issuer Shares issued on a
flow-through basis (the "FT Subscription Receipts") at a
price of $0.25 per FT Subscription
Receipt, for maximum aggregate gross proceeds of $4-million.
The subscription agreements for the OntarioCo
Shares will provide that each OntarioCo Share sold pursuant to the
Offering shall be exchanged for Resulting Issuer Shares on the
basis of five (5) Resulting Issuer Shares for each OntarioCo Share
upon completion of the Qualifying Transaction.
Each Subscription Receipt will automatically
convert, without any further action by the holder thereof, and
without any additional consideration, into one (1) Resulting Issuer
Share upon completion of the Qualifying Transaction. Each FT
Subscription Receipt will automatically convert, without any
further action by the holder thereof, and without any additional
consideration, into one (1) Resulting Issuer Share issued on a
flow-through basis upon completion of the Qualifying
Transaction.
The Offering will be led by Portfolio Strategies
Securities Inc. (the "Agent"). The Corporation will pay the
Agent a commission of 7% of the gross proceeds from the
Subscription Receipts and FT Subscription Receipts and 2% of the
gross proceeds from the OntarioCo Shares sold pursuant to the
Offering upon satisfaction of certain release conditions, including
completion of the Qualifying Transaction (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
Subscription Receipts and FT Subscription Receipts and 2% of the
aggregate number of OntarioCo Shares sold pursuant to the Offering.
Each Broker Warrant will be exercisable to acquire one Resulting
Issuer Share at $0.20 per Resulting
Issuer Share for a period of eighteen (18) months following the
satisfaction of the Release Conditions.
The gross proceeds from the Subscription
Receipts and FT Subscription Receipts sold pursuant to the Offering
will be held in escrow in an 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 the date that is
four (4) months and one (1) day from the closing date of the
Offering, then the Subscription Receipts and FT Subscription
Receipts will immediately become null and void and C Level 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.
Required Approvals
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 not required; however, in connection
with the Qualifying Transaction, an annual general and special
meeting of the Corporation's shareholders will take place on
June 27, 2013, at which time the
shareholders will be asked to consider and approve, among other
things, a special resolution to change the name of the Resulting
Issuer to "Canoe Mining Ventures Corp."
The TSXV has waived its sponsorship requirements
in connection with the Qualifying Transaction.
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.
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 "Technical Report"), the Abbie Lake-Keating Property
has the potential to host significant gold resources and is a
property of merit, worthy of further exploration.
As described in the Technical Report, the Abbie
Lake-Keating Property covers a 38km section of the Kabenung Lake
greenstone belt that hosts the Iron Lake Deformation Zone (the
"ILDZ") and subsidiary shear zones which have been proven to
contain significant gold showings. The gold mineralization found
associated with the shears on the Abbie Lake and Keating East
portions of the Abbie Lake-Keating Property resembles gold bearing
structures found in the Timmins
camp area. Quartz eye porphyry zones located on the boundaries
between the Abbie Lake and Keating townships are the likely heat
engines that have driven gold bearing fluid. Shears with pyrite and
green mica that occur in quartz eye sericite schists in the Keating
East portion visually resemble Hemlo-style alteration. The ILDZ and
associated formation and shear zones that are traced by geophysics
and diamond drilling across the area have the potential of hosting
economic gold mineralization.
An exploration budget of $878,300 is recommended to further evaluate the
Abbie Lake-Keating Property. OntarioCo's exploration program will
be comprised of diamond drilling and Induced Polarization surveying
to extend the known gold bearing alteration zones.
About the Corporation
The Corporation is a 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.
Proposed Management and Directors
As part of the completion of the Qualifying
Transaction, the Corporation's board of directors will be comprised
of the persons listed below. The following are brief descriptions
of the management team and the proposed nominees for
directorships.
Duane
Parnham, Director
Mr. Parnham is the Executive Chairman of
OntarioCo and Giyani Gold. Mr. Parnham has a successful
track-record of developing exploration companies from start-up to
fully permitted projects with considerable resources and reserves
since the early 1990s. His experience includes working
internationally with governments and landowners to identify
high-impact and underdeveloped projects, and providing the capital
and managerial resources necessary to create shareholder value. Mr.
Parnham has founded and developed multiple resource focused
companies, including Giyani Gold, Forsys Metals Corp., UNX Energy
Corp., Angus Mining Namibia Inc., and Temex Resources Corp. Mr.
Parnham is a former director of Forsys Metals Corp., UNX Energy
Corp., Angus Mining Namibia Inc., and Temex Resources Corp. and was
a member of the Audit Committee of Forsys Metals Corp. and UNX
Energy Corp. Mr. Parnham also has substantial experience in
corporate governance, stakeholder relations and raised capital
providing a high rate of success in realizing shareholder value.
Mr. Parnham is the Chairman, a member of the board of directors,
and a member of Audit and Disclosure Committee and the Nominating
and Governance Committee of Giyani Gold. Mr. Parnham is a graduate
of the Mineral Engineering Technology program from Sir Sandford Fleming College (now Fleming
College). Mr. Parnham became a director of OntarioCo in
September 2011.
Scott
Kelly, Director
Mr. Kelly is a director of Giyani Gold Corp. and
the founder and President of Cabrana Inc., a firm offering advisory
strategic communications services for public companies and capital
market participants. From 2001 to 2011, Mr. Kelly served as Sr.
Vice President of the TMX Group's Equicom division, Canada's largest investor relations
consultancy firm. Mr. Kelly also founded Biocom Inc., a strategic
communications firm purchased by The Equicom Group in 2001. Mr.
Kelly holds a degree from Queen's University and post-graduate
certifications from the Canadian Institute of Advertising and the
University of Toronto.
Jean-François Pelland,
Director
Me Pelland is a Partner at the law
firm McMillan LLP in Montreal, a
position he has occupied since September
2004. Me Pelland conducts a Canadian and
international business law practice, focused in private and public
equity financing, in addition to M&A transactions and tax
matters. He advises clients in a variety of sectors, including
mining and natural resources, life sciences, information
technology, and the clean-tech industry. Prior to joining McMillan
LLP, Me Pelland was a partner of the Montreal law firm Hart Saint-Pierre (now
merged with Heenan Blaikie LLP) from September 2002 to August
2004 and an associate of that firm from January 1998 to August
2002. Me Pelland is a member of the Quebec Bar
and holds a post-graduate tax degree from HEC Montréal.
Jorge (George)
Estepa, Director
Mr. Estepa has over 20 years of experience with
publicly listed companies in the areas of corporate management,
development and investor relations. Mr. Estepa has actively
participated in the advancement of exploration companies from
start-up to the pre-feasibility stage, including the successful
listing of resource companies on Canadian and international stock
exchanges. Mr. Estepa has years of direct experience in corporate
governance and currently serves as Vice President and
Secretary-Treasurer of TSX listed Champion Iron Mines Limited,
which has delineated an iron resource of over 5 billion tonnes and
has a pre-feasibility stage project in the southern Labrador Trough. Mr. Estepa also holds the
same position with Champion's affiliate, Cartier Iron Corporation,
and has also been the Corporate Secretary of TSX listed Forsys
Metals Corp. since 2004. Mr. Estepa holds a Bachelor of Arts degree
from the University of Toronto.
Eugene Lee,
Director
Mr. Lee is a mining finance professional with
experience in capital markets, financial reporting, risk
management, internal controls and corporate governance. He is
currently Chief Financial Officer of Premier Royalty Inc., which he
helped take public via a RTO transaction with Bridgeport Ventures
Inc. His previous roles include Vice President, Finance and
Assistant Corporate Secretary for Northgate Minerals Corporation
until its acquisition by AuRico Gold Inc. and Senior Accountant at
Centerra Gold Inc. Mr. Lee is a Chartered Accountant with the
Institute of Chartered Accountants of Ontario and he articled with
PricewaterhouseCoopers in the audit and assurance group before
transferring to PwC's consulting practice focusing on corporate
bankruptcies and restructurings. Mr. Lee is a graduate of
Trinity College at the University of Toronto and holds a Bachelor of
Commerce in Economics and Finance.
R. Charles (Chuck)
Allen, President and Chief Executive
Officer
Mr. Allen is the President and a director of
OntarioCo and the President and Chief Executive Officer of Giyani
Gold. He has a diverse background including experience as a senior
executive, investment banker and finance/M&A lawyer. He has
been involved in more than $5 billion
of equity, debt and M&A transactions, and has been a Board
member of a number of public companies. He has also worked
internationally, in regions including, Central, Eastern and
Western Europe, Canada and the U.S., Africa, the Caribbean and Central and South America. Mr. Allen was previously the
President of a precious metals company with producing assets in
southern Africa. During his
tenure, Mr. Allen managed more than 1,000 employees and more than
doubled revenues. Mr. Allen received his LL.B. and a Bachelor of
Education degree from the University of
Alberta.
Ron Reed,
Chief Financial Officer
Mr. Reed is a CGA with an MBA (Finance) from
New York Institute of Technology. He
has more than 20 years of progressively senior experience in
implementing, revising, and monitoring financial business
strategies. He also has been involved in more than 15 acquisition
and divestiture transactions. He began his career working with
electronic and agricultural companies, joining The Thomson
Corporation (now Thomson Reuters) in 1999. At Thomson, Mr. Reed
began as a controller and advanced to vice-president, finance and
CFO for its Nelson Education Ltd. Mr. Reed has been providing CFO
services in the mining industry since 2008.
Jo-Anne
Archibald, Corporate Secretary
Ms. Archibald is President of DSA Corporate
Services Inc., and has over thirty years of corporate secretarial,
investor relations and marketing experience. Previously, Ms.
Archibald was senior vice president, at TMX Equicom Group Inc. In
addition, Jo-Anne has held roles with Sun Life Financial, Nestlé
Canada, Second Cup, Campbell's and Loblaws. She has an MBA from the
Richard Ivey School of Business at the University of Western Ontario and an H.Bsc. from
the University of Guelph. She is a
Fellow (FCIS) of the Institute of Chartered Secretaries and
Administrators (ICSA), where she serves on the Ontario Board of Directors. She is also on the
Editorial Committee for Canada's
"Corporate Governance Quarterly" magazine. Ms. Archibald has been a
member of the Canadian Investor Relations Institute (CIRI) since
2000 and a CIRI Ontario Director since 2006. She served as CIRI
Ontario's Secretary to the Board from 2006-2009 and as Treasurer
since 2010. Ms. Archibald also acts as Corporate Secretary to a
number of client companies.
Further Information
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; 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 C LEVEL III