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C Level Bio International Holding Inc. announces details of Qualifying Transaction with Nevada Exploration Inc.

C Level Bio International Holding Inc. announces details of Qualifying Transaction with Nevada Exploration Inc..

articleUrz3 Energy Corp.November 14, 20064/company/urz3-energy-corp/news/c-level-bio-international-holding-inc-announces-details-of-qualifying-transaction-with-nevada-exploration-inc
C Level Bio International Holding Inc. announces details of Qualifying Transaction with Nevada Exploration Inc.

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[{"type":"text","content":"\n\n\n\n\nMONTREAL, Nov. 14 /CNW Telbec/ - Further to its preliminary news release\nof October 10, 2006, C Level Bio International Holding Inc. (\"C Level\")\n(TSX V: CLV.P), a Capital Pool Company, in accordance with the policies of the\nTSX Venture Exchange Inc. (the \"TSX V\"), is pleased to confirm that its board\nof directors has approved the transaction to acquire all of the issued and\noutstanding common shares of Nevada Exploration Inc. (\"NXI\"). This transaction\n(the \"Acquisition\") will constitute the qualifying transaction of C Level.\nThe value of the transaction is estimated at $10,500,000 which will be\nentirely paid by issuing to holders of NXI shares (\"NXI Shares\") an aggregate\nof 70 million common shares of C Level (\"C Level Shares\") at a price of $0.15\nper C Level Share (before Consolidation).\nAs part of the Acquisition and immediately following the exchange of\nshares, the C Level Shares will be consolidated so that each shareholder shall\nreceive one common share of C Level for every two (2) common shares held by\nthem (the \"Consolidation\"). Other outstanding convertible securities of\nC level (namely brokers warrants issued to the agent Canaccord Capital\nCorporation (\"Canaccord\") as part of C Level initial public offering and\noptions granted to the directors of C Level under C Level 2006 employees stock\noption plan) will also be consolidated using the same consolidation ratio as\npart of the Consolidation.\nThese C Level Shares to be issued pursuant to the Acquisition include\nshares being issued to subscribers to NXI's non-brokered private placement\nwhich realized gross proceeds of approximately $2 million (the \"Non-Brokered\nPrivate Placement\"). Each subscriber in the Non-Brokered Private Placement\npaid an effective price of $0.15 per NXI Share and also received, for each\ncommon share purchased, one-half of one common share purchase warrant\nentitling them (for each whole warrant held) to purchase an additional common\nshare at an effective price of $0.225 (before Consolidation) for a period\nending 12 months after the closing of the Acquisition.\nIn addition, NXI and C Level have entered into an agreement with\nCanaccord pursuant to which NXI intends to raise a minimum of $1 million and a\nmaximum of $2 million by the issuance of units comprising one common share and\none-half of one...

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