C Level Bio International Holding Inc. Announces Closing Of Its Qualifying Transaction, Concurrent Private Placement, Name Change, Securities Consolidation, New Board Of Directors And Change Of Trading Symbol
February 27, 2007
Further to its news release of February 16, 2007, C Level Bio International Holding Inc. (TSXV-CLV.P) ("C Level"), a Capital Pool Company, in accordance with the policies of the TSX Venture Exchange Inc. (the "Exchange"), is pleased to announce the closing of its Qualifying Transaction as described in the previous press releases issued by C Level regarding the acquisition of all the issued and outstanding shares of Nevada Exploration Inc. ("Nevada) in accordance with C Level's filing statement (the "Filing Statement") and the applicable policies of the Exchange. The filing statement is available to the public through the Exchange and SEDAR at the following address: www.sedar.com.
C Level and Nevada concurrently announce the release to Nevada of the proceeds of the pre-announced brokered private placement of Nevada by way of subscription receipts as described in C Level's Filing Statement for gross proceeds of $2,000,000. This private placement is in addition to the previously announced $2,000,000 non-brokered private placement closed by Nevada in December 2006 and the aggregate amount of $1,150,000 raised by C Level as a Capital Pool Company since its inception.
As part of the closing, C Level also (i) filed articles of amendment to change its corporate name to "Nevada Exploration Inc." and to consolidate its securities on a 2 for 1 basis and (ii) appointed its previously announced new Board of Directors formed of newly appointed directors Wade Hodges, Kenneth Tullar and David Carbonaro, who will be joining existing directors Daniel Pharand (founding director of Aurelian Resources Inc.: TSX: ARU) and Jean-Francois Pelland, the whole in conformity with the resolutions of the shareholders of C Level passed on January 25, 2007 and as disclosed in the Filing Statement of C Level. Nevada also filed for articles of amendment to change its corporate name to a numbered company under the laws of Ontario, which will eventually be wound-up into C Level.
35,000,000 C Level common shares (at a deemed subscription price of $0.30 post-consolidation) for a purchase price of $10,500,000 and 3,664,718 Series A Warrants entitling their holders to acquire one C Level common share (post-consolidation) at a price of $0.45 per share for a period of 12 months following the date of the completion of the Qualifying Transaction were issued to Nevada securities holders as part of the closing of the Qualifying Transaction. 6,666,667 C Level common shares (at a deemed subscription price of $0.30 post-consolidation) and 3,333,333 Series B Warrants entitling their holders to acquire one C Level common share (post-consolidation) at a price of $0.60 per share for a period of 18 months following the date of the completion of the Qualifying Transaction were issued to Nevada securities holders as part of the exchange of the subscription receipts forming part of the private placement. Canaccord Capital Corporation (the "Agent"), in its capacity of agent, also received a 7% cash commission calculated on the gross proceeds of the private placement and was issued C Level Agent's options entitling the Agent to subscribe for up to 533,333 C Level common shares (for a subscription price of $0.30 per C Level common share post consolidation) on or before June 30,2008 and for up to 266,666 C level common shares (for a subscription price of $0.60 per C Level common share post-consolidation) on or before February 27, 2008.
The Exchange has conditionally approved listing of the common shares of C Level for trading under the new symbol "TSX-V: NGE", dropping the ".P" suffix.
C-level has filed all necessary final documents with the Exchange to obtain final approval of the Qualifying Transaction.
About Nevada Exploration Inc.
Nevada Exploration Inc. is a junior exploration company focused, through its wholly-owned Nevada incorporated subsidiary Pediment Gold LLC, on gold exploration in Nevada. It holds a 100% ownership interest in two exploration properties in Nevada's major gold trends: the Fletcher Junction Property and the Hot Pot Property, and is led by a highly experienced management team.
Correction to non-material deficiencies contained in the filing statement of C Level filed on February 16, 2007
Certain non-material deficiencies were identified in the Filing Statement of C Level on February 16, 2007, which can be viewed at www.sedar.com. Such deficiencies are as follows:
- On page 64, in the table evidencing the number of Series B warrants, the number reading "3,233,333" should read "3,333,333" and the Total number reading "8,848,050" should read "8,948,050";
- On page 65, in the table evidencing the total number of options and warrants, the number reading "8,848,049" should read "8,948,050";
A corrected Filing Statement has been filed on SEDAR.
The Exchange has not approved and does not accept responsibility for the adequacy or accuracy of this press release.
The prospectus of C Level Bio International Holding Inc. can be consulted on SEDAR's website at the address: http://www.sedar.com
For further information
Daniel Pharand, President, C Level Bio International Holding Inc., (514) 984-4431, firstname.lastname@example.org
Wade Hodges, President, Nevada Exploration Inc., (775) 359-7740, email@example.com