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C Level Bio International Holding Inc. announces signing of Securities Exchange Agreement with the shareholders of Nevada Exploration Inc. and closing of subscription receipt financing
C Level Bio International Holding Inc. announces signing of Securities Exchange Agreement with the shareholders of Nevada Exploration Inc. and closing of subscription receipt financing.
About this update from Urz3 Energy Corp.
[{"type":"text","content":"\n\n\n\nMONTREAL, Jan. 3 /CNW Telbec/ - Further to its news release of\nNovember 14, 2006, C Level Bio International Holding Inc. (TSXV-CLV.P) (\"C\nLevel\"), a Capital Pool Company, in accordance with the policies of the TSX\nVenture Exchange Inc. (the \"TSX V\"), is pleased to announce that it has\nentered into a definitive securities exchange agreement with all the\nshareholders of Nevada Exploration Inc. (\"NXI\") to acquire all of the issued\nand outstanding common shares of NXI. This transaction (the \"Acquisition\")\nconstitutes the qualifying transaction of C Level. The value of the\ntransaction is estimated at $10,500,000 which will be entirely paid by issuing\nto holders of NXI common shares (the \"NXI Shares\") an aggregate of 70 million\ncommon shares of C Level (\"C Level Shares\") at a price of $0.15 per C Level\nShare (before Consolidation).\n\n\nIn addition to NXI's non-brokered private placement which realized gross\nproceeds of approximately $2 million announced on November 14, 2006, NXI,\nC Level and Canaccord Capital Corporation have also closed the previously\nannounced subscription receipt private placement (the \"Brokered Private\nPlacement\") pursuant to which NXI raised $2 million by the issuance of\n13,333,333 subscription receipts, each subscription receipt entitling the\nholder thereof, upon completion of the Acquisition, to receive one common\nshare and one-half of one Series B common share purchase warrant of C Level.\nEach subscriber of subscription receipt paid an effective price of $0.15 per\nSubscription Receipt. Each whole warrant will be exercisable, for a period of\n18 months after the closing of the Acquisition, into one C Level Share at an\nexercise price equal to $0.30 per share (before Consolidation).\n\n\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 consolidated common share of C Level for every two issued and\noutstanding common shares of C Level held by them (the \"Consolidation\").\n\n\nThe Acquisition contemplates several additional items occurring upon the\ncompletion of the Acquisition that will require the approval of C Level\nshareholders. Therefore, the management of C Level has convened a special\nshareholders meeting to be held on January 25, 2007 to approve: (a...