OAKVILLE, ON,
Dec. 6, 2013 /CNW/ - Canoe Mining
Ventures Corp. (formerly the TSX Venture Exchange capital pool
company C Level III Inc.) (TSXV: CLV) (the "Corporation" or
"Canoe Mining") is pleased to announce that 2299895 Ontario
Inc. ("OntarioCo") has completed the reverse take-over of C
Level III Inc. ("C Level") for the purposes of C Level's
qualifying transaction (the "Qualifying Transaction") and
has changed its name to Canoe Mining Ventures Corp.
As of December 9,
2013, the shares of Canoe Mining will commence trading on
the TSX Venture Exchange (the "TSXV") under the symbol
"CLV".
The Qualifying Transaction was carried out by
means of securities exchange agreements between C Level, Giyani
Gold Corp. (the majority shareholder of OntarioCo) ("Giyani
Gold"), and two minority OntarioCo shareholders (collectively,
the "Securities Exchange Agreements"), pursuant to which C
Level acquired all of the issued and outstanding common shares of
OntarioCo in exchange for the issuance of 20,000,000 common shares
in the share capital of the Resulting Issuer, Canoe Mining.
As a result of the Securities Exchange
Agreements and the Offering described below, the Corporation will
have 33,602,108 Common Shares (the "Canoe Shares"), 483,392
options to acquire Common Shares, and 7,698,308 share purchase
warrants to acquire Common Shares (the "Canoe Warrants")
outstanding. 22,650,000 Canoe Shares will be subject to Tier 2
Value Escrow pursuant to the policies of the TSXV.
In connection with the Qualifying Transaction, C
Level III Inc. ("C Level") and OntarioCo each carried out
respective private placements on November
21, 2013 for combined aggregate gross proceeds of
$1,416,665 (the "Offering").
The Offering consisted of 2,540,000 flow-through units of C Level
issued on a subscription receipt basis (the "FT Subscription
Receipts") at a price of $0.20
per FT Subscription Receipt and 865,395 units of OntarioCo issued
on a subscription receipt basis (the "OntarioCo Subscription
Receipts") at a price of $1.05
per OntarioCo Subscription Receipt.
Pursuant to the terms of the Offering, each FT
Subscription Receipt automatically converted into one (1) Canoe
Share issued on a flow-through basis (a "Canoe FT Share")
and one-half (½) flow-through Canoe Warrant (each whole
flow-through Canoe Warrant, a "Canoe FT Warrant"), entitling
the holder thereof to acquire one (1) Canoe FT Share for each whole
Canoe FT Warrant at an exercise price of $0.30 per Canoe FT Share for a period of
twenty-four (24) months from the date hereof.
Each OntarioCo Subscription Receipt converted
into seven (7) Canoe Shares and seven (7) Canoe Warrants,
representing an aggregate total of 6,057,765 Canoe Shares and
6,057,765 Canoe Warrants issued on conversion. Each Canoe Warrant
entitles the holder thereof to acquire one (1) additional Canoe
Share for each Canoe Warrant at an exercise price of $0.25 per Canoe Share for a period of twenty-four
(24) months from the date hereof.
The Offering was brokered by Portfolio
Strategies Securities Inc. (the "Agent"). The Agent will
receive a cash commission in amount of $53,733, representing 7% of the gross proceeds
from FT Subscription Receipts and 2% of the gross proceeds from the
OntarioCo Subscription Receipts sold pursuant to the Offering. The
Agent will also be issued 195,108 share purchase warrants to
acquire Canoe Shares (the "Broker Warrants"), representing
7% of the aggregate number of FT Subscription Receipts and 2% of
the aggregate number of OntarioCo Subscription Receipts sold
pursuant to the Offering. Each Broker Warrant entitles the Agent to
acquire one (1) Canoe Share at an exercise price of $0.15 per Canoe Share for a period of eighteen
(18) months from the date hereof.
Directors and Management
The board of directors of Canoe Mining, as
appointed by the shareholders of C Level on June 27, 2013 and effective as of the date
hereof, consists of Duane Parnham,
Scott Kelly, Jean-François Pelland,
Jorge Estepa, and Eugene Lee.
The directors are also pleased to announce the
appointment, effective as of the date hereof, of Mr. R. Bruce Durham, P.Geo as an independent member
of the board of directors.
Mr. Durham is a Professional Geologist, who
graduated from the University of Western
Ontario in 1976. He has been President, CEO and a director
of Goldspike Exploration Inc. (TSXV: GSE) since 2010 and Chairman
of Temex Resources Corp. (TSXV: TME) since May 2007. Mr. Durham has been a member of the
board of directors of Nebu Resources Inc. (TSXV: NBU) since
April 2008, of NMC Resource
Corporation (TSXV: NRC) since March
2010, of Rainbow Resources Inc. (TSXV: RBW) since
November 2009, of Schyan Exploration
Inc. (not listed) since October 2008,
of Solvista Gold Corporation (TSXV: SVV) since October 2013, and of Norvista Capital Corporation
(not listed) since November 2013. He
has also held various management positions with Canadian Royalties
Inc., including President, Vice President Exploration and Vice
President Business Development between 1998 to 2007. Mr. Durham has
worked in mineral exploration for over 30 years in various
positions with junior and senior mining companies exploring
primarily for precious and base metal deposits in Ontario and Quebec, but also with companies exploring
across Canada, in the United States, and in Africa.
The officers of the Corporation include
R. Charles (Chuck) Allen as
President and Chief Executive Officer, Ron
Reed as Chief Financial Officer, and Jo-Anne Archibald as Corporate Secretary.
About Canoe Mining
Canoe Mining is a company incorporated under the
Canada Business Corporations Act, since June 10, 2011, with its registered and head
office in Oakville, Ontario. It is
a reporting issuer in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, and Ontario.
Canoe Mining's primary property is the Iron Lake
Project and its qualifying property, or property of merit, is the
Keating and Killins Property that forms part of the Iron Lake Gold
Project located near White River,
Ontario.
Further Information
Further information on the Qualifying
Transaction, the Offering, and the Iron Lake Project can be found
in the filing statement prepared in respect of the Qualifying
Transaction and the independent technical report prepared by
J. Garry Clark, P. Geo. in respect
of the Iron Lake Project, dated February 15,
2013 and revised on November 19,
2013, both of which were filed on SEDAR on November 28, 2013 and are accessible from the
Corporation's SEDAR profile at www.sedar.com.
All information contained in this news release
with respect to the Corporation, C Level, 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.
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
Qualifying Transaction; the terms and conditions of the Offering;
future exploration and testing; use of funds; and the business and
operations of the Corporation. 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 Canoe Mining Ventures Corp. and Giyani Gold Corp.