Wrap Text
Conditional TSXV approval of acquisition
Giyani Gold Corporation
(formerly 99 Capital Corporation)
(Incorporated and registered in Canada)
(Registration number BC-C0887454)
Share code on the TSXV: WDG
Share code on the JSE: GIY ISIN: CA37636L1076
(“Giyani Gold” or “the company” or “the group”)
CONDITIONAL APPROVAL OF THE TSXV TO ACQUIRE ALL OF THE ISSUED
AND OUTSTANDING COMMON SHARES OF 2299895 ONTARIO INC.
("ONTARIOCO")
C LEVEL III INC ("CLV.P-V")
GIYANI GOLD CORP ("WDG-V")
- C Level III Announces Conditional Approval of Qualifying
- Transaction with 2299895 Ontario Inc. and Giyani Gold Corp.
Further to its preliminary news releases dated February 4,
2013 and March 1, 2013, C Level III Inc. (the "Corporation"),
a TSX Venture Exchange (the "TSXV") capital pool company, is
pleased to announce that it has received the conditional
approval of the TSXV to acquire all of the issued and
outstanding common shares of 2299895 Ontario Inc.
("OntarioCo") as part of its qualifying transaction 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 23,880,265 common shares of the
Resulting Issuer (the "Resulting Issuer Shares") in exchange
for their OntarioCo common shares (the "OntarioCo Shares").
Upon completion of the Qualifying Transaction, 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 51.7% 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 up to
46,217,942 Resulting Issuer Shares, 483,392 options to acquire
Resulting Issuer Shares, and up to 1,223,768 share purchase
warrants to acquire Resulting Issuer Shares outstanding.
Approximately 15,852,515 Resulting Issuer Shares will be
subject to escrow and will be gradually released in accordance
with the policies of the TSXV.
Terms of the Offering
In connection with the Qualifying Transaction, the
Corporation and OntarioCo will each carry out respective
private placements, which are expected to close on or around
July 30, 2013 (the "Offering"). The Offering will consist of a
combination of OntarioCo Shares at a price of $1.00 per
OntarioCo Share, subscription receipts for Resulting Issuer
Shares (the "Subscription Receipts") at a price of $0.20 per
Subscription Receipt, and subscription receipts for Resulting
Issuer Shares issued on a flow-through basis (the "FT
Subscription Receipts") at a price of $0.25 per FT
Subscription Receipt, for maximum aggregate gross proceeds of
$4-million.
The subscription agreements for the OntarioCo Shares will
provide that each OntarioCo Share sold pursuant to the
Offering shall be exchanged for Resulting Issuer Shares on the
basis of five (5) Resulting Issuer Shares for each OntarioCo
Share upon completion of the Qualifying Transaction.
Each Subscription Receipt will automatically convert, without
any further action by the holder thereof, and without any
additional consideration, into one (1) Resulting Issuer Share
upon completion of the Qualifying Transaction. Each FT
Subscription Receipt will automatically convert, without any
further action by the holder thereof, and without any
additional consideration, into one (1) Resulting Issuer Share
issued on a flow-through basis upon completion of the
Qualifying Transaction.
The Offering will be led by Portfolio Strategies Securities
Inc. (the "Agent"). The Corporation will pay the Agent a
commission of 7% of the gross proceeds from the Subscription
Receipts and FT Subscription Receipts and 2% of the gross
proceeds from the OntarioCo Shares sold pursuant to the
Offering upon satisfaction of certain release conditions,
including completion of the Qualifying Transaction (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 Subscription Receipts and FT Subscription Receipts
and 2% of the aggregate number of OntarioCo Shares sold
pursuant to the Offering. Each Broker Warrant will be
exercisable to acquire one Resulting Issuer Share at $0.20 per
Resulting Issuer Share for a period of eighteen
(18) months following the satisfaction of the Release
Conditions.
The gross proceeds from the Subscription Receipts and FT
Subscription Receipts sold pursuant to the Offering will be
held in escrow in an 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 the date that
is four (4) months and one (1) day from the closing date of
the Offering, then the Subscription Receipts and FT
Subscription Receipts will immediately become null and void
and C Level 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; however, in
connection with the Qualifying Transaction, an annual general
and special meeting of the Corporation's shareholders will
take place on June 27, 2013, at which time the shareholders
will be asked to consider and approve, among other things, a
special resolution to change the name of the Resulting Issuer
to "Canoe Mining Ventures Corp."
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.
About OntarioCo
OntarioCo is a majority owned subsidiary of Giyani Gold,
incorporated under the Business Corporations Act (Ontario) on
September 23, 2011. The company has its head office in
Oakville, Ontario. OntarioCo is a gold exploration company
with assets in the Northwestern region of the province of
Ontario, including its Abbie Lake-Keating Property, and its
rare earth projects in the province Saskatchewan. According to
the independent technical report prepared by J. Garry Clark,
P. Geo. in respect of the Abbie Lake-Keating Property, dated
February 15, 2013 (the "Technical Report"), the Abbie Lake-
Keating Property has the potential to host significant gold
resources and is a property of merit, worthy of further
exploration.
As described in the Technical Report, the Abbie Lake-Keating
Property covers a 38km section of the Kabenung Lake greenstone
belt that hosts the Iron Lake Deformation Zone (the "ILDZ")
and subsidiary shear zones which have been proven to contain
significant gold showings. The gold mineralization found
associated with the shears on the Abbie Lake and Keating East
portions of the Abbie Lake-Keating Property resembles gold
bearing structures found in the Timmins camp area. Quartz eye
porphyry zones located on the boundaries between the Abbie
Lake and Keating townships are the likely heat engines that
have driven gold bearing fluid.
Shears with pyrite and green mica that occur in quartz eye
sericite schists in the Keating East portion visually resemble
Hemlo-style alteration. The ILDZ and associated formation and
shear zones that are traced by geophysics and diamond drilling
across the area have the potential of hosting economic gold
mineralization.
An exploration budget of $878,300 is recommended to further
evaluate the Abbie Lake-Keating Property. OntarioCo's
exploration program will be comprised of diamond drilling and
Induced Polarization surveying to extend the known gold
bearing alteration zones.
About the Corporation
The Corporation is a capital pool company incorporated under
the provisions of the Canada Business Corporations Act on June
10, 2011, with its registered and head office in Toronto,
Ontario. It is a reporting issuer in the provinces of British
Columbia, Alberta, Saskatchewan, Manitoba, and Ontario.
Proposed Management and Directors
As part of the completion of the Qualifying Transaction, the
Corporation'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.
Duane Parnham, Director
Mr. Parnham is the Executive Chairman of OntarioCo and Giyani
Gold.
Mr. Parnham has a successful track-record of developing
exploration companies from start-up to fully permitted
projects with considerable resources and reserves since the
early 1990s. His experience includes working internationally
with governments and landowners to identify high-impact and
underdeveloped projects, and providing the capital and
managerial resources necessary to create shareholder value.
Mr. Parnham has founded and developed multiple resource
focused companies, including Giyani Gold, Forsys Metals Corp.,
UNX Energy Corp., Angus Mining Namibia Inc., and Temex
Resources Corp. Mr. Parnham is a former director of Forsys
Metals Corp., UNX Energy Corp., Angus Mining Namibia Inc., and
Temex Resources Corp. and was a member of the Audit Committee
of Forsys Metals Corp. and UNX Energy Corp. Mr. Parnham also
has substantial experience in corporate governance,
stakeholder relations and raised capital providing a high rate
of success in realizing shareholder value. Mr. Parnham is the
Chairman, a member of the board of directors, and a member of
Audit and Disclosure Committee and the Nominating and
Governance Committee of Giyani Gold. Mr.
Parnham is a graduate of the Mineral Engineering Technology
program from Sir Sandford Fleming College (now Fleming
College). Mr. Parnham became a director of OntarioCo in
September 2011.
Scott Kelly, Director
Mr. Kelly is a director of Giyani Gold Corp. and the founder
and President of Cabrana Inc., a firm offering advisory
strategic communications services for public companies and
capital market participants. From 2001 to 2011, Mr. Kelly
served as Sr. Vice President of the TMX Group's Equicom
division, Canada's largest investor relations consultancy
firm. Mr. Kelly also founded Biocom Inc., a strategic
communications firm purchased by The Equicom Group in 2001.
Mr. Kelly holds a degree from Queen's University and post-
graduate certifications from the Canadian Institute of
Advertising and the University of Toronto.
Jean-Francois Pelland, Director
Me Pelland is a Partner at the law firm McMillan LLP in
Montreal, a position he has occupied since September 2004. Me
Pelland conducts a Canadian and international business law
practice, focused in private and public equity financing, in
addition to M&A transactions and tax matters.
He advises clients in a variety of sectors, including mining
and natural resources, life sciences, information technology,
and the clean-tech industry. Prior to joining McMillan LLP, Me
Pelland was a partner of the Montreal law firm Hart Saint-
Pierre (now merged with Heenan Blaikie LLP) from September
2002 to August 2004 and an associate of that firm from January
1998 to August 2002. Me Pelland is a member of the Quebec Bar
and holds a post-graduate tax degree from HEC Montreal.
Jorge (George) Estepa, Director
Mr. Estepa has over 20 years of experience with publicly
listed companies in the areas of corporate management,
development and investor relations. Mr. Estepa has actively
participated in the advancement of exploration companies from
start-up to the pre-feasibility stage, including the
successful listing of resource companies on Canadian and
international stock exchanges. Mr. Estepa has years of direct
experience in corporate governance and currently serves as
Vice President and Secretary-Treasurer of TSX listed Champion
Iron Mines Limited, which has delineated an iron resource of
over 5 billion tonnes and has a pre-feasibility stage project
in the southern Labrador Trough. Mr. Estepa also holds the
same position with Champion's affiliate, Cartier Iron
Corporation, and has also been the Corporate Secretary of TSX
listed Forsys Metals Corp. since 2004. Mr.
Estepa holds a Bachelor of Arts degree from the University of
Toronto.
Eugene Lee, Director
Mr. Lee is a mining finance professional with experience in
capital markets, financial reporting, risk management,
internal controls and corporate governance. He is currently
Chief Financial Officer of Premier Royalty Inc., which he
helped take public via a RTO transaction with Bridgeport
Ventures Inc. His previous roles include Vice President,
Finance and Assistant Corporate Secretary for Northgate
Minerals Corporation until its acquisition by AuRico Gold Inc.
and Senior Accountant at Centerra Gold Inc. Mr. Lee is a
Chartered Accountant with the Institute of Chartered
Accountants of Ontario and he articled with
PricewaterhouseCoopers in the audit and assurance group before
transferring to PwC's consulting practice focusing on
corporate bankruptcies and restructurings. Mr. Lee is a
graduate of Trinity College at the University of Toronto and
holds a Bachelor of Commerce in Economics and Finance.
R. Charles (Chuck) Allen, President and Chief Executive
Officer
Mr. Allen is the President and a director of OntarioCo and the
President and Chief Executive Officer of Giyani Gold. He has a
diverse background including experience as a senior executive,
investment banker and finance/M&A lawyer. He has been involved
in more than $5 billion of equity, debt and M&A transactions,
and has been a Board member of a number of public companies.
He has also worked internationally, in regions including,
Central, Eastern and Western Europe, Canada and the U.S.,
Africa, the Caribbean and Central and South America. Mr. Allen
was previously the President of a precious metals company with
producing assets in southern Africa. During his tenure, Mr.
Allen managed more than 1,000 employees and more than doubled
revenues. Mr. Allen received his LL.B. and a Bachelor of
Education degree from the University of Alberta.
Ron Reed, Chief Financial Officer
Mr. Reed is a CGA with an MBA (Finance) from New York
Institute of Technology. He has more than 20 years of
progressively senior experience in implementing, revising, and
monitoring financial business strategies. He also has been
involved in more than 15 acquisition and divestiture
transactions. He began his career working with electronic and
agricultural companies, joining The Thomson Corporation (now
Thomson Reuters) in 1999.
At Thomson, Mr. Reed began as a controller and advanced to
vice-president, finance and CFO for its Nelson Education Ltd.
Mr. Reed has been providing CFO services in the mining
industry since 2008.
Jo-Anne Archibald, Corporate Secretary
Ms. Archibald is President of DSA Corporate Services Inc., and
has over thirty years of corporate secretarial, investor
relations and marketing experience. Previously, Ms. Archibald
was senior vice president, at TMX Equicom Group Inc. In
addition, Jo-Anne has held roles with Sun Life Financial,
Nestle Canada, Second Cup, Campbell's and Loblaws. She has an
MBA from the Richard Ivey School of Business at the University
of Western Ontario and an H.Bsc. from the University of
Guelph. She is a Fellow (FCIS) of the Institute of Chartered
Secretaries and Administrators (ICSA), where she serves on the
Ontario Board of Directors. She is also on the Editorial
Committee for Canada's "Corporate Governance Quarterly"
magazine. Ms.
Archibald has been a member of the Canadian Investor Relations
Institute
(CIRI) since 2000 and a CIRI Ontario Director since 2006. She
served as CIRI Ontario's Secretary to the Board from 2006-2009
and as Treasurer since 2010. Ms. Archibald also acts as
Corporate Secretary to a number of client companies.
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.
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
Qualifying 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: C LEVEL III
TEL: (514) 984-4431
Jean-Francois Pelland, Director
C Level III Inc.
E-mail: jean-francois.pelland@mcmillan.ca
TEL: (905) 844-1456 ext. 223 R. Charles Allen, President
Giyani Gold Corp.
E-mail: callen@giyanigold.com
4 July 2013
Canada
Sponsor
Sasfin Capital
(a division of Sasfin Bank Limited)
Date: 04/07/2013 03:58:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
