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TORONTO,
March 1, 2013 /CNW/ - Further to the
press release issued on February 4,
2013, Giyani Gold Corp. (TSXV: WDG) ("Giyani Gold")
and C Level III Inc. (TSXV: CLV.P) ("C Level"), a capital
pool company under the policies of the TSX Venture Exchange Inc.
(the "TSXV"), are pleased to announce the details of two
concurrent financings (the "Offering") to be carried out in
connection with C Level's qualifying transaction in accordance with
the policies of the TSXV (the "Qualifying Transaction").
Pursuant to the Qualifying Transaction, C Level will acquire all of
the issued and outstanding common shares of 2299895 Ontario Inc.
("OntarioCo"), a majority owned subsidiary of Giyani Gold,
and subject to TSXV approval, the resulting issuer (the
"Resulting Issuer") will be listed on the TSXV.
The proposed Offering will consist of private
placements by C Level (the "C Level Private Placement") and
OntarioCo (the "OntarioCo Private Placement") for combined
gross proceeds of a minimum of $2-million up to a maximum of $4-million.
The C Level Private Placement will include a
combination of subscription receipts for C Level common shares (the
"C Level Subscription Receipts") at a price of $0.20 per C Level Subscription Receipt and
subscription receipts for C Level common shares issued on a
"flow-through" basis (the "FT Subscription Receipts") at a
price of $0.25 per FT Subscription
Receipt. Upon completion of the Qualifying Transaction, each C
Level Subscription Receipt will automatically convert into one
common share of the Resulting Issuer (a "Resulting Issuer
Share") and each FT Subscription Receipt will automatically
convert into one flow-through common share of the Resulting
Issuer.
The OntarioCo Private Placement will consist of
subscription receipts for OntarioCo common shares (the
"OntarioCo Subscription Receipts") at a price of
$1.00 per OntarioCo Subscription
Receipt. Upon completion of the Qualifying Transaction, each
OntarioCo Subscription Receipt will automatically convert into five
Resulting Issuer Shares.
The Offering will be led by Portfolio Strategies
Securities Inc. (the "Agent"). The Agent will receive a cash
commission and broker warrants (the "Broker Warrants") each
equal to 7% of the gross proceeds directly raised by the Agent
pursuant to the Offering (or 2% of the gross proceeds directly
raised by the Agent from retail investors connected to principals
of C Level or OntarioCo). Each Broker Warrant will be exercisable
to acquire one Resulting Issuer Share at a price of $0.20 per Resulting Issuer Share for a period of
12 months following the closing of the Qualifying Transaction.
The C Level Private Placement remains subject to
TSXV approval. No subscriptions for the C Level Subscription
Receipts or the FT Subscription Receipts will be accepted from
prospective investors unless and until such approval is received.
Accordingly, an alternative structure for the Offering may be
pursued should it be deemed necessary by C Level, OntarioCo, and/or
the Agent. In accordance with the policies of the TSXV, the gross
proceeds from the Offering will be held in escrow until completion
of the Qualifying Transaction.
The Transaction
Pursuant to the Qualifying Transaction, C Level
will acquire all of the issued and outstanding common shares of
OntarioCo in exchange for approximately 24,605,265 Resulting Issuer
Shares, issued at a price of $0.20
per Resulting Issuer Share, representing a deemed value of
$4,921,053 (subject to change, based
on the aggregate gross proceeds raised pursuant to the OntarioCo
Private Placement). OntarioCo owns the Canadian portfolio of mining
properties held by Giyani Gold. The Abbie Lake-Keating Gold Project
is the most significant of the mining properties held by OntarioCo
along with the Skead gold property
and the Baska-Eldorado rare earth elements property. Upon
completion of the Qualifying Transaction, Giyani Gold will become
the majority shareholder of the Resulting Issuer, which will
continue to operate and expand the Canadian mining exploration
activities of OntarioCo, independent of Giyani Gold. Giyani Gold
will thereafter be purely focused on corporate activities relating
to the Giyani Gold Project in South
Africa.
It is anticipated that the Qualifying
Transaction will be carried out by means of an amalgamation
agreement pursuant to which OntarioCo will amalgamate with a
wholly-owned subsidiary of C Level, the whole of which remains
subject to TSXV approval and certain closing conditions, including
receipt of necessary shareholder approvals.
About Giyani Gold and OntarioCo
Giyani Gold is an Africa focused exploration company with gold
assets in the Limpopo province of South
Africa. Giyani Gold's Canadian properties, the Abbie
Lake-Keating and Skead gold
properties and the Baska Eldorado rare earth elements property, are
held through OntarioCo, which will be acquired by C Level as part
of the Qualifying Transaction. The flagship asset of OntarioCo is
the Abbie Lake-Keating gold property located on similar geology and
in close proximity to producing gold mines near White River, Ontario. A potential gold bearing
structure called the Iron Lake Deformation Zone (the "ILDZ")
spans 27 km through the Abbie Lake-Keating property. An exploration
program comprised of geophysics and drilling focused on the ILDZ
was conducted on the property in 2012 and new drilling targets on
the eastern extension of the ILDZ have been identified for the
upcoming 2013 drill program.
About C Level
C Level is a capital pool company with its
registered and head office in Toronto,
Ontario. The company currently has 5,004,343 common shares
issued and outstanding. In accordance with TSXV policy, trading of
C Level common shares has been halted and it is not expected to
resume until the closing of the Qualifying Transaction.
Sponsorship
Sponsorship of a qualifying transaction of a
capital pool company is required by the TSXV unless exempt in
accordance with TSXV policies. C Level is currently reviewing the
requirements for sponsorship and may apply for an exemption from
the sponsorship requirements pursuant to the policies of the TSXV;
however, there is no assurance that C Level will ultimately obtain
this exemption. C Level intends to include any additional
information regarding sponsorship in a subsequent press
release.
Completion of the transaction is subject to a
number of conditions, including but not limited to, TSXV acceptance
and, if applicable, pursuant to the requirements of the TSXV,
majority of the minority shareholder approval. Where applicable,
the transaction cannot close until the required shareholder
approval is obtained. 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 or filing
statement to be 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
proposed Transaction; the terms and conditions of the proposed
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 Giyani Gold Corp.