Stockwatch

Level 14 Ventures Ltd
Symbol	LVL
Shares Issued	91,515,501
Close 2023-06-02	C$ 0.20
Market Cap	C$ 18,303,100
Recent Sedar+ Documents

Level 14 Ventures to spin out Green Mountain, Kobe

2023-06-02 19:58 ET - News Release

Rollins Subject: News Release for Dissemination PDF Document File: Attachment Plan of Arrangement PR - Final.pdf LEVEL 14 VENTURES LTD. 1400 400 Burrard Street Vancouver, BC V6C 3A6 LEVEL 14 ANNOUNCES PROPOSED PLAN OF ARRANGEMENT Vancouver, Bri sh Columbia, June 2, 2023 Level 14 Ventures Ltd. ("Level 14" or the "Company") (CSE: LVL) announces that it has entered into an arrangement agreement dated, May 25, 2023 (the "Arrangement Agreement"), with two (2) of its wholly-owned subsidiaries, Green Mountain Resources Ltd. ("GMR") and Kobe Resources Ltd. ("Kobe"), whereby the Company intends to complete a spin-out of GMR and Kobe to the exis ng shareholders of the Company (each, a "LVL Shareholder", and collec vely, the "LVL Shareholders") pursuant to a plan of arrangement under sec on 288 of the Business Corpora ons Act (Bri sh Columbia) (the "Arrangement"). The Supreme Court of Bri sh Columbia granted an interim order on May 29, 2023 (the "Interim Order") in connec on with the Arrangement. The Arrangement Agreement was amended on June 2, 2023 to provide for an exchange ra o of 10:1 in connec on with the spin-out of GMR and Kobe in accordance with the Arrangement Agreement and Interim Order. Under the terms of the Arrangement, each LVL Shareholder will be en tled to receive one-tenth (1/10) of one common share in the capital of each of GMR and Kobe for each outstanding common share of the Company held (collec vely, the "Distributed Securi es"). In addi on to the distribu on of the Distributed Securi es to the LVL Shareholders, Level 14 will transfer up to $25,000 in cash to each of GMR and Kobe as ini al working capital. Following comple on of the Arrangement, GMR and Kobe will be independent repor ng issuers in the Provinces of Bri sh Columbia, Alberta, and Ontario. The Company believes that the Arrangement is in the best interests of the Company in order to unlock value in the Company's Green Mountain Property and free miner cer ficate held through GMR and Kobe, respec vely. The Arrangement is an cipated to close in late June or early July 2023. Closing of the Arrangement is subject to the approval of not less than two-thirds of the votes cast by LVL Shareholders at a mee ng that will be held to approve, in addi on to annual general mee ng ma ers, the Arrangement (the "LVL Mee ng"). The Arrangement is also subject to, among other condi ons, the final approval of the Supreme Court of Bri sh Columbia, the receipt of all necessary regulatory approvals and sa sfac on of certain other closing condi ons that are customary for a transac on of this nature. The LVL Mee ng is scheduled to be held on June 22, 2023. A management informa on circular providing details regarding the Arrangement, and the ma ers to be considered at the LVL Mee ng, will be mailed to the LVL Shareholders in accordance with regulatory requirements. The Board has unanimously approved the Arrangement Agreement, and determined that the Arrangement is in the best interests of the Company and the LVL Shareholders. For complete details of the Arrangement, readers are encourage to review the Arrangement Agreement that is currently available under the Company's profile on SEDAR (www.sedar.com). About Level 14 Ventures Ltd. Level 14 is an exploration-stage mining company with a focus on precious metals. The Company owns the Green Mountain Property in British Columbia, Canada and has an option to acquire 100% of the Colpayoc Property in Peru. Level 14 continues to evaluate opportunities in the mineral sector on an ongoing basis. For more information about Level 14, please visit our website at www.level14ventures.com or email us at info@level14ventures.com. Marcel de Groot, President & Director Neither the Canadian Securi es Exchange nor its Regula on Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this news release. Statements included in this announcement, including statements concerning our plans, inten ons and expecta ons, which are not historical in nature are intended to be, and are hereby iden fied as, "forward- looking statements". Forward-looking statements may be iden fied by words including "an cipates", "believes", "intends", "es mates", "expects" and similar expressions. The Company cau ons readers that forward-looking statements, including without limita on those rela ng to Arrangement, including the ming thereof; and the Company's future opera ons and business prospects, are subject to certain risks and uncertain es that could cause actual results to differ materially from those indicated in the forward- looking statements.