MONTREAL, Nov. 14 /CNW Telbec/ - Further to its preliminary news release
of October 10, 2006, C Level Bio International Holding Inc. ("C Level")
(TSX V: CLV.P), a Capital Pool Company, in accordance with the policies of the
TSX Venture Exchange Inc. (the "TSX V"), is pleased to confirm that its board
of directors has approved the transaction to acquire all of the issued and
outstanding common shares of Nevada Exploration Inc. ("NXI"). This transaction
(the "Acquisition") will constitute the qualifying transaction of C Level.
The value of the transaction is estimated at $10,500,000 which will be
entirely paid by issuing to holders of NXI shares ("NXI Shares") an aggregate
of 70 million common shares of C Level ("C Level Shares") at a price of $0.15
per C Level Share (before Consolidation).
As part of the Acquisition and immediately following the exchange of
shares, the C Level Shares will be consolidated so that each shareholder shall
receive one common share of C Level for every two (2) common shares held by
them (the "Consolidation"). Other outstanding convertible securities of
C level (namely brokers warrants issued to the agent Canaccord Capital
Corporation ("Canaccord") as part of C Level initial public offering and
options granted to the directors of C Level under C Level 2006 employees stock
option plan) will also be consolidated using the same consolidation ratio as
part of the Consolidation.
These C Level Shares to be issued pursuant to the Acquisition include
shares being issued to subscribers to NXI's non-brokered private placement
which realized gross proceeds of approximately $2 million (the "Non-Brokered
Private Placement"). Each subscriber in the Non-Brokered Private Placement
paid an effective price of $0.15 per NXI Share and also received, for each
common share purchased, one-half of one common share purchase warrant
entitling them (for each whole warrant held) to purchase an additional common
share at an effective price of $0.225 (before Consolidation) for a period
ending 12 months after the closing of the Acquisition.
In addition, NXI and C Level have entered into an agreement with
Canaccord pursuant to which NXI intends to raise a minimum of $1 million and a
maximum of $2 million by the issuance of units comprising one common share and
one-half of one common share purchase warrant (the "Brokered Private
Placement"). Each subscriber in the Brokered Private Placement will pay an
effective price of $0.15 per NXI Share. Each whole warrant will be
exercisable, for a period of 18 months after the closing of the Brokered
Private Placement, into one common share of NXI at an exercise price equal to
$0.30 per common share (before Consolidation). Canaccord will receive a cash
commission equal to 7% of the gross proceeds received by NXI from the sale of
the units. Canaccord will also receive agent's options to acquire that number
of units equal to 8% of the number of units sold under the Brokered Private
Placement. Assuming that the Brokered Private Placement is fully subscribed,
an aggregate of an additional 13,333,333 NXI Shares will be issued, which will
result in a total of 83,333,333 C Level Shares, prior to Consolidation
(41,666,665 after Consolidation) being issued to acquire all of the NXI Shares
outstanding immediately prior to the completion of the Acquisition. As there
are currently 16,500,000 C Level Shares issued and outstanding, the aggregate
number of issued and outstanding C Level Shares upon completion of the
Acquisition is expected to be 49,916,666 after Consolidation.
The Acquisition contemplates several additional items occurring upon its
completion that will require the approval of C Level shareholders, including:
(a) the change of name of C Level to "Nevada Exploration Inc."; (b) changing
the board of directors of C Level to nominees agreed upon pursuant to the
Acquisition (as described in this news release); (c) the Consolidation of the
C Level Shares (d) such other matters as the parties may determine is
necessary or advisable. An annual and special meeting of shareholders of
C Level will be held for the purpose of approving the foregoing items, all of
which will take effect, if approved, upon the completion of the Acquisition.
Completion of the Acquisition is subject to a number of conditions,
including but not limited to the satisfaction of the minimum listing
requirements of the TSX V, TSX V acceptance of the Acquisition as C Level's
qualifying transaction pursuant to its Policies, receipt of gross proceeds of
a minimum of $1 million pursuant to the Brokered Private Placement,
shareholders' approval of C Level as set out above, and any other required
approvals or consents.
There can be no assurance that the Acquisition will be completed as
proposed or at all.
The Acquisition is not a "non-arm's length transaction" within the
meaning of Policy 2.4 of the TSX V as the directors and officers of C Level
have no ownership or interest in NXI and, as such, shareholders' approval is
not required for purposes other than in connection with the ancillary matters
set out above, unless otherwise required by the TSX V.
If a sponsor is required by the TSX V, Canaccord Capital Corporation has
agreed to act as the sponsor in compliance with applicable TSX V rules and
policies. An agreement to sponsor should not be construed as an assurance with
respect to the merits of the Acquisition or the likelihood of completion.
A filing statement in respect of the Acquisition will be prepared and
filed in accordance with Policy 2.4 of the TSX V on SEDAR at www.sedar.com no
less than 7 business days prior to the closing of the proposed Acquisition. A
news release will be issued once the filing statement has been filed as
required pursuant to TSX V policies.
About NXI
NXI is a Toronto-based junior exploration company, constituted under the
laws of the Province of Ontario, focused, through its wholly-owned Nevada
incorporated subsidiary Pediment Gold LLC on gold exploration in Nevada. NXI
has 100% ownership interest in the mineral rights to two exploration
properties in Nevada's major gold trends and is led by a highly experienced
management team.
The Fletcher Junction Property is located within the volcanic-hosted
Aurora mining district along the Walker Lane Gold Trend. NXI controls the
entire target with a land position consisting of a contiguous block of
342 unpatented lode claims (11.0 square miles), subject to a 1.25% net smelter
return. NXI's geochemical sampling programs have shown highly anomalous gold
in water, vegetation, and soils along a 4 mile long target zone; 150 quartz
vein boulder rock samples were collected from along the target zone and report
highly anomalous gold up to 2.9 oz/t (90.5 g/mt). Permitting with the United
States Forest Service for 20 drill sites has been approved and is now in the
final, bonding stage.
The Hot Pot Property is located along the Battle Mountain - Eureka Gold
Trend and lies approximately five miles north - east of Newmont's five million
ounce Lone Tree Mine. NXI has leased the exploration and mining rights on 3.4
square miles of private ranch land, which is subject to an aggregate 4.25 net
smelter return. NXI's first phase drilling encountered shallow, hydrothermally
altered bedrock with geochemically anomalous gold of up to 369 ppb
(0.369 g/mt.). Second phase drilling will be directed by the results of recent
groundwater, soil, and soil-gas chemistry surveys.
NXI's exploration team is led by Wade Hodges, Chief Exploration
Geologist. Mr. Hodges has over 30 years of field exploration experience,
including 13 years as Exploration Geologist and Sr. Exploration Manager of
Santa Fe Pacific Gold Corporation (now Newmont Mining Corporation - NYSE:
NEM), and he has been extensively involved in the initial discovery and
pre-mine development of nine gold mines in the western US, totalling more than
30 million ounces of gold. Ken Tullar, NXI's Chief Operating Officer, has over
25 years of exploration experience including 20 years dedicated to gold
exploration in Nevada. Mr. Tullar has worked for Nerco Minerals, Echo Bay
Exploration, and LAC Minerals, and was involved in the discovery and
development of five gold mines with resources totalling more than 7 million
ounces of gold.
In conjunction with acquiring exploration rights on the two properties,
NXI and its predecessor company have spent about $2,000,000 to develop
proprietary groundwater chemistry exploration technology and has completed the
first ever survey of Nevada's groundwater chemistry. Management believes that
the results of NXI's groundwater chemistry program are significant in that
they have demonstrated that Nevada's gold deposits exhibit recognizable
groundwater chemistry. NXI used this technology to identify the Hot Pot and
Fletcher Junction targets and is moving forward to acquire exploration rights
on additional targets that it has identified.
Proposed Management and Directors
As part of the completion of the Acquisition, NXI's current management
will assume management responsibility for the resulting public company and,
subject to shareholders' approval, C Level's board of directors will be
comprised of the persons listed below. The following are brief descriptions of
the management team and the proposed nominees for directorships.
Wade Hodges, M.Sc. Director, President and Chief Exploration Geologist
Mr. Hodges is the former Vice President for Exploration for Battle
Mountain Gold Exploration Corp. (OTC-BB: BMGX). He has over 30 years
experience in field exploration, including 13 years as Exploration Geologist
and Sr. Exploration Manager of Santa Fe Pacific Gold Corporation (now Newmont
Mining Corporation - NYSE: NEM). Mr. Hodges has had extensive involvement in
the initial discovery and pre-mine development of nine gold mines in the
western US, totaling over 30 million ounces of gold.
Ken Tullar, B.Sc., Chief Operating Officer and V.P. Exploration
Mr. Tullar has over 25 years of exploration experience, including
20 years dedicated to gold exploration in Nevada. he has been involved in the
discovery and development of five gold mines with resources totaling in excess
of 7 million ounces of gold. His rDesumDe includes 8 years with major mining
companies such as Nerco Minerals, Echo Bay Exploration and LAC Minerals.
Daniel Pharand, C.A.
Mr. Pharand is a Chartered Accountant with over 25 years of experience,
including as portfolio manager. Mr Pharand was the Chief Financial Officer of
Pharmacia Canada and of Pharmacia KK (Japan). Mr Pharand was involved with
Innovatech Grand Montreal over his 5 years as Portfolio Manager. Mr Pharand is
presently Chief Strategic Officer at Cato Research, a contractual clinical
research company with its headquarters in Durham, N.C.
Mr. Pharand also acted as a director and has served on various board
committees including publicly traded issuers such as Bio 1 Inc. (now Aurelian
Resources Inc. - TSX-V - ARU), Corautus Genetics Inc. (NASDAQ : VEGF) and LAB
International Inc. (TSX : LAB). Mr. Pharand is currently a director of Mistral
Pharma Inc. (TSX-V: MPI) and is a director, president and chairman of the
board of C Level.
Jean-Francois Pelland. LL.B., D.E.S.S. Fisc.
Member of the QuDebec Bar since 1994 and holder of a post-graduate tax
degree, Mr. Pelland is a partner at McMillan Binch Mendelsohn LLP where he has
a domestic and international business law practice focusing mainly on private
and public equity financings, in addition to his more general transactional
practice in mergers and acquisitions and tax.
Mr. Pelland also acted as a director of LAB International Inc. (TSX: LAB)
and a member of its audit and corporate governance committees from 2002 to
2005. He is currently a director and secretary of the board of C Level.
David Carbonaro, LL.B.
David Carbonaro is a partner in the Toronto office of the law firm Heenan
Blaikie LLP and has been practicing in the corporate finance area for twenty
years. In that period, David has had significant experience financing many
public and private companies, including in the resource sector.
In addition, it is contemplated that up to two additional directors will
be added contemporaneous, or some time after the closing of the Acquisition.
Other Information
Investors are cautioned that, except as disclosed in the management
information circular and/or the filing statement to be prepared in connection
with the Acquisition, any information released or received with respect to the
Acquisition may not be accurate or complete and should not be relied upon.
Trading in the securities of a capital pool company, such as C Level, should
be considered highly speculative.
The TSX V has in no way passed upon the merits of the Acquisition and
does not accept responsibility for the adequacy or accuracy of this press
release.
All information contained in this news release with respect to C Level
and NXI was supplied by C Level and NXI, respectively, for inclusion herein,
and with respect to such information, C Level and its board of directors and
officers have relied on NXI.
%SEDAR: 00023996EF
