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

VANCOUVER, 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 previously announced private placement offering with 2299895 Ontario Inc. ("OntarioCo") for combined gross proceeds of $1.41-million on November 21, 2013 (the "Amended Offering") and received the conditional approval of the TSXV on November 22, 2013 to acquire all of the issued and outstanding common shares of OntarioCo as part of its revised and updated Qualifying Transaction (see News Release dated October 3, 2013) pursuant to Policy 2.4 of the TSXV (the "Qualifying Transaction").

The Qualifying Transaction will be carried out by means of securities exchange agreements, pursuant to which Giyani Gold Corp. ("Giyani Gold"), the majority shareholder of OntarioCo, and two minority OntarioCo shareholders will collectively receive an aggregate of 20,000,000 common shares (the "Resulting Issuer Shares") of the issuer resulting from the completion of the Qualifying Transaction (the "Resulting Issuer") in exchange for their OntarioCo common shares (the "OntarioCo Shares").

Upon the satisfaction of certain release conditions, including completion of the Qualifying Transaction (the "Release Conditions"), OntarioCo will be a direct, wholly-owned subsidiary of the Resulting Issuer. The Qualifying Transaction will constitute a reverse take-over of the Corporation inasmuch as the current shareholders of OntarioCo will own approximately 59.5% of the outstanding shares of the Resulting Issuer immediately upon completion of the Qualifying Transaction (on a non-diluted basis and assuming full subscription of the Offering described below).

As a result of the securities exchange agreements and the Offering described below, the Resulting Issuer will have approximately  33,602,108 Resulting Issuer Shares, 483,392 options to acquire Resulting Issuer Shares, and approximately 7,698,308 share purchase warrants to acquire Resulting Issuer Shares outstanding.

The Offering

The Amended Offering consisted of a combination of: (i) subscription receipts for units of OntarioCo (the "Subscription Receipts") at a price of $1.05 per OntarioCo Subscription Receipt, with each OntarioCo Subscription Receipt automatically converting upon satisfaction of the Release Conditions, without additional consideration or further action on the part of the holder thereof, into seven (7) common shares in the share capital of the Resulting Issuer (the "Resulting Issuer Shares") and seven (7) share purchase warrants to acquire Resulting Issuer Shares (the "Resulting Issuer Warrants") at an exercise price of $0.25 per Resulting Issuer Share for a period of twenty-four (24) months following completion of the Qualifying Transaction; and (ii) subscription receipts for flow-through units of the Resulting Issuer (the "FT Subscription Receipts") at a price of $0.20 per FT Subscription Receipt, with each FT Subscription Receipt automatically converting upon completion of the Qualifying Transaction, without additional consideration or further action on the part of the holder thereof, into one (1) common share of the Resulting Share issued on a "flow-through" basis under the Income Tax Act (Canada) (a "Resulting Issuer FT Share") and one-half (½) of a flow-through share purchase warrant (each whole flow-through share purchase warrant, a "Resulting Issuer FT Warrant") entitling the holder to acquire one (1) Resulting Issuer Share for each whole Resulting Issuer FT Warrant at an exercise price of $0.30 per Resulting Issuer Share for a period of twenty-four (24) months following completion of the Qualifying Transaction.

The Amended Offering was brokered by Portfolio Strategies Securities Inc. (the "Agent") on behalf of C Level and OntarioCo on a private placement "best efforts" basis, pursuant to an agency agreement between the Agent, C Level, OntarioCo, and Giyani Gold (the "Agency Agreement") dated as of the Closing Date (defined below).

The Corporation will pay the Agent a cash commission equal to 7% of the gross proceeds from the FT Subscription Receipts and 2% of the gross proceeds from the Subscription Receipts sold pursuant to the Offering upon satisfaction of the Release conditions. The Agent will also be issued broker warrants (the "Broker Warrants") upon satisfaction of the Release Conditions, equal to a total of 7% of the aggregate number of FT Subscription Receipts and 2% of the aggregate number of Subscription Receipts sold pursuant to the Offering. Each Broker Warrant will be exercisable to acquire one Resulting Issuer Share at a price of $0.15 per Resulting Issuer Share for a period of eighteen (18) months following satisfaction of the Release Conditions.

The gross proceeds from the Amended Offering will be held in escrow in a non-interest bearing account pending satisfaction of the Release Conditions (the "Escrowed Proceeds"). If the Release Conditions are not satisfied or waived on or before 5:00 p.m. (Toronto time) on December 6, 2013, then the Subscription Receipts and FT Subscription Receipts will immediately become null and void and the escrow agent shall distribute the Escrowed Proceeds and accrued interest to the holders of the Subscription Receipts and FT Subscription Receipts on a pro rata basis so that they are refunded their full purchase price.

Required Approvals

Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to receipt of final approval of the Qualifying Transaction from the TSXV.

The Qualifying Transaction is not a "Non-Arm's Length Qualifying Transaction", as the Corporation and OntarioCo do not share any common "Control Persons", within the meaning of those terms in Policy 2.4 of the TSXV. As such, the approval of the Corporation's shareholders is not required.

The TSXV has waived its sponsorship requirements in connection with the Qualifying Transaction.

A filing statement in respect of the Qualifying Transaction has been prepared and conditionally approved by the TSXV and will be filed in accordance with Policy 2.4 of the TSXV on SEDAR at www.sedar.com at least seven (7) business days prior to the commencement of trading of the Resulting Issuer's shares.

Further Information

All information contained in this news release with respect to the Corporation and OntarioCo was supplied by the parties respectively, for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party. Further information on the proposed management and directors of the Resulting Issuer is available in the October 3, 2013 and July 4, 2013 news releases.

Completion of the transaction is subject to a number of conditions, including but not limited to, TSXV acceptance. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular and filing statement prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the Re-Stated Qualifying Transaction; the terms and conditions of the proposed Amended Offering; future exploration and testing; use of funds; and the business and operations of the Resulting Issuer after the proposed transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; and the results of current exploration and testing. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Parties disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

SOURCE C Level III Inc.

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