Business
C Level III Inc. announces conditional approval of Qualifying Transaction with 2299895 Ontario Inc. and Giyani Gold Corp.
/Not for distribution to United States newswire services or for release publication, di...
About this update from Canoe Mining Ventures Corp.
[{"type":"text","content":"\n\n\n/Not for distribution to United States newswire services or for release\n publication, distribution or dissemination directly, or indirectly, in\n whole or in part, in or into the United States./\n\n\nTORONTO, July 4, 2013 /CNW Telbec/ - Further to its preliminary news\n releases dated February 4, 2013 and March 1, 2013, C Level III Inc.\n (TSXV: CLV.P) (the \"Corporation\"), a TSX Venture Exchange (the \"TSXV\") capital pool company, is pleased to announce that it has received the\n conditional approval of the TSXV to acquire all of the issued and\n outstanding common shares of 2299895 Ontario Inc. (\"OntarioCo\") as part of its qualifying transaction pursuant to Policy 2.4 of the\n TSXV (the \"Qualifying Transaction\"). The Qualifying Transaction will be carried out by means of\n securities exchange agreements, pursuant to which Giyani Gold Corp. (\"Giyani Gold\"), the majority shareholder of OntarioCo, and two minority OntarioCo\n 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\").\n\n\nUpon completion of the Qualifying Transaction, OntarioCo will be a\n direct, wholly-owned subsidiary of the Resulting Issuer. The Qualifying\n Transaction will constitute a reverse take-over of the Corporation\n inasmuch as the current shareholders of OntarioCo will own\n approximately 51.7% of the outstanding shares of the Resulting Issuer\n immediately upon completion of the Qualifying Transaction (on a\n non-diluted basis and assuming full subscription of the Offering\n described below).\n\n\nAs a result of the securities exchange agreements and the Offering\n described below, the Resulting Issuer will have up to 46,217,942\n Resulting Issuer Shares, 483,392 options to acquire Resulting Issuer\n Shares, and up to 1,223,768 share purchase warrants to acquire\n Resulting Issuer Shares outstanding. Approximately 15,852,515 Resulting\n Issuer Shares will be subject to escrow and will be gradually released\n in accordance with the policies of the TSXV.\n\n\nTerms of the Offering\n\n\nIn connection with the Qualifying Transaction, the Corporation and\n OntarioCo will each carry out respective private placements, which are\n expected to close on or around July 30, 2013 (the \"Offering...