C Level III Inc. Announces TSXV Conditional Approval of Qualifying Transaction with 2299895 Ontario Inc. and Giyani Gold Corp. and Completion of Private Placement Offering

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[{"type":"text","content":"\n\n\nVANCOUVER, 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\n previously announced private placement offering with 2299895 Ontario\n Inc. (\"OntarioCo\") for combined gross proceeds of $1.41-million on November 21, 2013\n (the \"Amended Offering\") and received the conditional approval of the TSXV on November 22,\n 2013 to acquire all of the issued and outstanding common shares of\n OntarioCo as part of its revised and updated Qualifying Transaction\n (see News Release dated October 3, 2013) pursuant to Policy 2.4 of the\n TSXV (the \"Qualifying Transaction\").\n\n\nThe Qualifying Transaction will be carried out by means of securities\n 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\n 20,000,000 common shares (the \"Resulting Issuer Shares\") of the issuer resulting from the completion of the Qualifying\n Transaction (the \"Resulting Issuer\") in exchange for their OntarioCo common shares (the \"OntarioCo Shares\").\n\n\nUpon the satisfaction of certain release conditions, including\n completion of the Qualifying Transaction (the \"Release Conditions\"), OntarioCo will be a direct, wholly-owned subsidiary of the Resulting\n Issuer. The Qualifying Transaction will constitute a reverse take-over\n of the Corporation inasmuch as the current shareholders of OntarioCo\n will own approximately 59.5% of the outstanding shares of the Resulting\n Issuer 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 approximately \n 33,602,108 Resulting Issuer Shares, 483,392 options to acquire\n Resulting Issuer Shares, and approximately 7,698,308 share purchase\n warrants to acquire Resulting Issuer Shares outstanding.\n\n\nThe Offering\n\n\nThe Amended Offering consisted of a combination of: (i) subscription\n receipts for units of OntarioCo (the \"Subscription Receipts\") at a price of $1.05 per OntarioCo Subscription Receipt, with ea...

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