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TORONTO,
June 28, 2013 /CNW Telbec/ - C Level
III Inc. (TSXV: CLV.P) (the "Corporation"), a TSX Venture
Exchange (the "TSXV") capital pool company, announces the
voting results from its 2013 annual general and special meeting of
shareholders (the "Meeting") held on June 27, 2013 in Toronto, Ontario.
The Meeting was held in advance of the
Corporation's proposed qualifying transaction under Policy 2.4 of
the TSXV, pursuant to which it will acquire all of the issued and
outstanding common shares of 2299895 Ontario Inc.
("OntarioCo")—a majority-owned subsidiary of Giyani Gold
Corp. ("Giyani Gold")—by way of a reverse take-over (the
"Qualifying Transaction").
At the Meeting, the Corporation's shareholders
were asked to elect the following nominees to act as directors of
the Corporation for the terms described below:
(i) |
the interim directors of the Corporation who will hold office
until completion of the Qualifying Transaction: Daniel Pharand,
Jean-François Pelland, Scott Kelly, George W. Roberts, and Robert
Daigle (the "Interim Directors"); and |
|
(ii) |
the directors of the Corporation who will hold office upon
completion of the Qualifying Transaction: Duane Parnham,
Jean-François Pelland, Scott Kelly, Jorge Estepa, and Eugene Lee
(the "Resulting Issuer Directors"). |
All of the abovementioned nominees for election
as Interim Directors and Resulting Issuer Directors of the
Corporation were elected for the terms described above, as further
detailed in the Corporation's management information circular,
dated May 30, 2013.
Shareholders also approved: (i) the
re-appointment of Collins Barrow Toronto LLP, Chartered Accountants
as auditors of the Corporation and authorized the directors of the
Corporation to fix their remuneration; (ii) a special resolution to
change the name of the Corporation to "Canoe Mining Ventures Corp."
upon completion of the Qualifying Transaction; (iii) a resolution
ratifying the Corporation's stock option plan; and (iv) a
resolution ratifying an amendment to the general by-laws of the
Corporation to reduce the minimum quorum requirement for meetings
of its shareholders to two persons present, in person or
represented by proxy, holding not less than 5% of the shares
entitled to be voted at meetings.
A total of 1,347,500 common shares of the
Corporation (representing approximately 26.93% of its outstanding
common shares) were represented at the Meeting in person or by
proxy.
About the Corporation
The Corporation is 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.
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 Abbie Lake-Keating Property has the potential to host
significant gold resources and is a property of merit, worthy of
further exploration.
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; 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