Stockwatch

Level 14 Ventures Ltd
Symbol	LVL
Shares Issued	91,515,501
Close 2023-06-21	C$ 0.20
Market Cap	C$ 18,303,100
Recent Sedar Documents

Level 14 receives final court order for spinout

2023-06-27 20:25 ET - News Release

Subject: News Release for Dissemination PDF Document File: Attachment Plan of Arrangement - Final Order PR - Final.pdf LEVEL 14 VENTURES LTD. 1400 400 Burrard Street Vancouver, BC V6C 3A6 LEVEL 14 ANNOUNCES UPDATE ON PLAN OF ARRANGEMENT Vancouver, Bri sh Columbia, June 27, 2023 Level 14 Ventures Ltd. ("Level 14" or the "Company") (CSE: LVL) announces that it has obtained a final order from the Supreme Court of Bri sh Columbia dated June 27, 2023 to implement the Company's previously announced plan of arrangement (the "Arrangement") to spinout its wholly-owned subsidiaries Green Mountain Resources Ltd. ("GMR") and Kobe Resources Ltd. ("Kobe"). Substan ally all of the terms and condi ons of the Arrangement have been sa sfied, including shareholder approval of the Arrangement at a general and special mee ng of Level 14 shareholders (the "Shareholders") held on June 22, 2023 (the "Mee ng"). The special resolu on approving the Arrangement was approved by 100% of the votes cast by Shareholders holding 61,285,301 common shares of the Company (the "Common Shares"), or approximately 66.97% of the outstanding Common Shares, present in person or represented by proxy at the Mee ng. Under the terms of the Arrangement, each Shareholder, as at the effec ve me of the Arrangement, will receive: (i) one new common share of the Company for each outstanding Common Share held; and (ii) one-tenth (1/10) of one common share in the capital of each of GMR and Kobe for each outstanding Common Share held. It is expected that the Arrangement will become effec ve pre-market on July 5, 2023. Outstanding warrants and stock op ons of the Company will also be adjusted in the manner set forth in the Company's management informa on circular dated May 25, 2023 (the "Circular"). The exis ng Common Shares are expected to be delisted from the Canadian Securi es Exchange ("CSE") effec ve at the close of trading on July 4, 2023. The new common shares of the Company being distributed pursuant to the Arrangement are expected to commence trading on the CSE at market opening on July 5, 2023. Immediately following comple on of the Arrangement, GMR and Kobe common shares will not be listed on a public stock exchange, but each of GMR and Kobe will be repor ng issuers in the Provinces of Bri sh Columbia, Alberta, and Ontario. For further details regarding the Arrangement, please refer to the Circular and Arrangement Agreement, which are 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 (until completion of the Arrangement) 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. Forward-Looking Statements 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, and are based on the Company's current beliefs or assump ons as to the outcome and ming of such future events. The Company cau ons readers that forward-looking statements, including without limita on those rela ng to Arrangement, including the ming of the effec ve date of the Arrangement; the date in which the exis ng Common Shares are expected to be delisted from the CSE and the date in which the new common shares are expected to commence trading on the CSE; 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. Various assump ons or factors are typically applied in drawing conclusions or making the forecasts or projec ons set out in forward-looking informa on, including, in respect of the forward-looking informa on included in this press release, that no significant event will occur outside of our normal course of business and opera ons (other than as expressly set out herein); and that the Company will be able to close the Arrangement on the meline expected. Although forward-looking informa on is based on the reasonable assump ons of the Company's management, there can be no assurance that any forward-looking informa on will prove to be accurate. Forward-looking informa on involves known and unknown risks, uncertain es and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking informa on. Such factors include, the risk that the Company, GMR, and Kobe may not be able to close the Arrangement on the meline currently an cipated, or at all; changes in laws, regula ons and government prac ces; that a material adverse change may occur to the business of the Company, GMR, and Kobe; and such other risks as are iden fied in the Circular and in the Company's public disclosure documents filed on SEDAR at www.sedar.com. The forward-looking informa on contained in this release is made as of the date hereof, and the Company is not obligated to update or revise any forward-looking informa on, whether as a result of new informa on, future events or otherwise, except as required by applicable securi es laws. Because of the risks, uncertain es and assump ons contained herein, investors should not place undue reliance on forward-looking informa on. The foregoing statements expressly qualify any forward-looking informa on contained herein.