Business
C Level III Inc. Updates Qualifying Transaction with 2299895 Ontario Inc. and Giyani Gold Corp.
/NOT FOR DISTRIBUTION TO  UNITED STATES  NEWSWIRE SERVICES OR FOR RELEASE PUBLI...
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, Oct. 3, 2013 /CNW Telbec/ - Further to its preliminary news\n releases dated February 4, 2013, March 1, 2013 and July 4, 2013, C\n Level III Inc. (TSXV: CLV.P) (the \"Corporation\"), a TSX Venture Exchange (the \"TSXV\") capital pool company, wishes to provide an update with respect to the\n terms and conditions of the Qualifying Transaction and Offering (as\n defined in the previous news releases).  The Corporation announces that\n it has signed an updated definitive agreement with 2299895 Ontario Inc.\n (\"OntarioCo\") and which updated agreement replaces and supersedes the previously\n announced Qualifying Transaction (the \"Re-Stated Qualifying Transaction\") and has amended the provisions of previously announced Offering.\n\n\nThe Re-Stated 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\n 20,000,000 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 Re-Stated Qualifying Transaction, OntarioCo will\n be a direct, wholly-owned subsidiary of the Resulting Issuer. The\n Re-Stated Qualifying Transaction will constitute a reverse take-over of\n the Corporation inasmuch as the current shareholders of OntarioCo will\n own approximately 52.2% 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 Amended\n Offering described below).\n\n\nAs a result of the securities exchange agreements and the Amended\n Offering described below, the Resulting Issuer will have between\n 32,587,676 and 38,337,676 Resulting Issuer Shares, 483,392 options to\n acquire Resulting Issuer Shares, and between 5,840,417 and 14,266,667\n share purchase warrants (including Brokers' warrants) to acquire\n Resulting Issuer Shares outstanding.  The minimum and max...