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 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.