C Level Bio International Holding Inc. Announces Signing Of Securities Exchange Agreement With The Shareholders Of Nevada Exploration Inc. And Closing Of Subscription Receipt Financing
January 3, 2007
Further to its news release of November 14, 2006, 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 "TSX V"), is pleased to announce that it has entered into a definitive securities exchange agreement with all the shareholders of Nevada Exploration Inc. ("NXI") to acquire all of the issued and outstanding common shares of NXI. This transaction (the "Acquisition") constitutes the qualifying transaction of C Level. The value of the transaction is estimated at $10,500,000 which will be entirely paid by issuing to holders of NXI common shares (the "NXI Shares") an aggregate of 70 million common shares of C Level ("C Level Shares") at a price of $0.15 per C Level Share (before onsolidation).
In addition to NXI's non-brokered private placement which realized gross proceeds of approximately $2 million announced on November 14, 2006, NXI, C Level and Canaccord Capital Corporation have also closed the previously announced subscription receipt private placement (the "Brokered Private Placement") pursuant to which NXI raised $2 million by the issuance of 13,333,333 subscription receipts, each subscription receipt entitling the holder thereof, upon completion of the Acquisition, to receive one common share and one-half of one Series B common share purchase warrant of C Level. Each subscriber of subscription receipt paid an effective price of $0.15 per Subscription Receipt. Each whole warrant will be exercisable, for a period of 18 months after the closing of the Acquisition, into one C Level Share at an exercise price equal to $0.30 per share (before Consolidation).
As part of the Acquisition and immediately following the exchange of shares, the C Level Shares will be consolidated so that each shareholder shall receive one consolidated common share of C Level for every two issued and outstanding common shares of C Level held by them (the "Consolidation").
The Acquisition contemplates several additional items occurring upon the completion of the Acquisition that will require the approval of C Level shareholders. Therefore, the management of C Level has convened a special shareholders meeting to be held on January 25, 2007 to approve: (a) changing the board of directors of C Level to nominees agreed upon pursuant to the Acquisition, namely Wade Hodges, Ken Tullar, Daniel Pharand, Jean-François Pelland and David Carbonaro; (b) the change of name of C Level to "Nevada Exploration Inc."; (c) the Consolidation of the C Level Shares; and (d) the ratification of the 2006 Employee Stock Option Plan and increase of C Level Shares reserved for issuance under the 2006 Employee Stock Option Plan to 9,983,333. All of these items will take effect, if approved, upon the completion of the Acquisition.
C Level also wish to confirm that on October 3, 2006, its board of directors approved the granting of options to purchase a total of 1,650,000 C Level Shares to its directors, pursuant to the 2006 Employee Stock Option Plan, the whole as was contemplated in C Level Final Prospectus dated September 5, 2006. By resolution dated December 11, 2006, the board of directors resolved that the options to purchase 990,000 Common Shares granted to Patrick Langlois, Laurent Le Portz, Dan Vickery, Guy Leclerc, Jean-Pascal Viola and Rudy Huber, who will resign as directors of C Level as a condition precedent to the Acquisition, be declared fully vested, effective January 26, 2007, such vesting not to take effect until immediately following the completion of the Acquisition. These options are to expire 12 months after the completion of the Acquisition.
NXI is a Toronto-based junior exploration company, constituted under the laws of the Province of Ontario, focused, through its wholly-owned Nevada incorporated subsidiary Pediment Gold LLC, on gold exploration in Nevada. NXI has 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.
In conjunction with acquiring exploration rights on the two properties, NXI and its predecessor company have spent about $2,000,000 to develop proprietary groundwater chemistry exploration technology and has completed the first ever survey of Nevada's groundwater chemistry. Management believes that the results of NXI's groundwater chemistry program are significant in that they have demonstrated that Nevada's gold deposits exhibit recognizable groundwater chemistry. NXI used this technology to identify the Hot Pot and Fletcher Junction targets and is moving forward to acquire exploration rights on additional targets that it has identified.
Completion of the Acquisition is subject to a number of conditions, including but not limited to the satisfaction of the minimum listing requirements of the TSX V, TSX V acceptance of the Acquisition as C Level's qualifying transaction pursuant to its Policies, shareholders' approval of C Level as set out above, and any other required approvals or consents.
There can be no assurance that the Acquisition will be completed as proposed or at all.
The Acquisition is not a "non-arm's length transaction" within the meaning of Policy 2.4 of the TSX V as the directors and officers of C Level have no ownership or interest in NXI and, as such, shareholders' approval is not required for purposes other than in connection with the ancillary matters set out above, unless otherwise required by the TSX V.
A filing statement in respect of the Acquisition will be prepared and filed in accordance with Policy 2.4 of the TSX V on SEDAR at www.sedar.com no less than 7 business days prior to the closing of the proposed Acquisition. A news release will be issued once the filing statement has been filed as required pursuant to TSX V policies.
Investors are cautioned that, except as disclosed in the management information circular and/or the filing statement to be prepared in connection with the Acquisition, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company, such as C Level, should be considered highly speculative.
The TSX V has in no way passed upon the merits of the Acquisition and does not accept responsibility for the adequacy or accuracy of this press release.
All information contained in this news release with respect to C Level and NXI was supplied by C Level and NXI, respectively, for inclusion herein, and with respect to such information, C Level and its board of directors and officers have relied on NXI.
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