Level 14 announces the completion of the acquisition and financing of Colpayoc

Vancouver, British Columbia–(Newsfile Corp. – April 27, 2022) – Level 14 Ventures Ltd. (CSE: LVL) (“Level 14“or the”Company“) announces that it has completed its acquisition of Bridle Capital Ltd. (“Flange“), a private company that holds an option to acquire 100% of the Colpayoc property (the “Transaction“), as previously announced in its press releases dated November 17, 2021, December 22, 2021 and January 25, 2022, and as more particularly described in its information circular dated December 20, 2021 (the “Information circular“), all of which are available on SEDAR at www.sedar.com.

The Company entered into the Transaction by entering into a share exchange agreement dated November 17, 2021 (the “Deal“), with Bridle and all shareholders of Bridle (the “SellersUnder the terms of the Agreement, the Company acquired all of the issued and outstanding shares of Bridle from the Sellers in exchange for (i) the issuance of 36 million shares of common stock of the Company to the Sellers; (ii ) reimbursement of expenses in the amount of US$625,000; and (iii) the granting of a net smelter return of one percent (1%) (“NSR“) royalty on the Colpayoc property.

Colpayoc Property

Bridle holds an option to acquire a 100% interest in the Colpayoc gold prospect (“Colpayoc Property“) in northern Peru, which includes 3 concessions totaling about 1,580 hectares. Colpayoc is located about 10 kilometers west of the city of Cajamarca, the capital of the department of Cajamarca, and about 18 kilometers south- west of the Yanacocha gold mine Colpayoc is located in the Yanacocha gold district, which is the largest gold district in South America and contains mainly epithermal and porphyry gold mineralization of volcanic origin.

As further described in the Information Circular, Level 14 has now assumed Bridle’s right to acquire up to a 100% interest in the Colpayoc property, which right can be exercised by: (i) paying an aggregate of US$3,650,000 (US$500,000 paid) and incurring US$5,000,000 in exploration expenditures over approximately 4 years for the Jose claims; and (ii) pay a total of $250,000 ($50,000 paid) over approximately 4 years for the El Ferrol concession. On exercising the options, dealers will also be granted a 2% NSR royalty.

Competing Funding

As part of the Transaction, the Company carried out a financing by private placement without an intermediary (the “Funding“) of an aggregate of 16,435,000 common shares at a price of C$0.20 per share for aggregate gross proceeds of C$3,287,000. The Company paid finder’s fees of C$49,500 in connection with a portion of the Financing The net proceeds of the Financing are intended to finance the Company’s properties as well as for general working capital purposes.

The shares issued under the financing are all subject to a hold period of four months and one day under applicable Canadian securities laws from the date hereof. No shares of this type have been or will be registered under the regime United States Securities Act of 1933as amended (the “1933 Act“), and none of them may be offered or sold in the United States absent registration or under an applicable exemption from the registration requirements of the 1933 Act and applicable state laws on securities.

Technical report

As previously announced on December 22, 2022, the Company has filed on SEDAR a NI 43-101 – Disclosure standards for mining projects compliant technical report regarding the Colpayoc Property.

other considerations

The proposed transaction was a “related party transaction” under Multilateral Instrument 61-101 – Protection of holders of minority securities in special transactions (“MI 61-101“). Accordingly, a material change report and information circular have been prepared and filed on SEDAR in accordance with NI 61-101.

Please note that the Company’s Board of Directors has elected not to proceed with the proposed share consolidation described in its prior press releases and in the Information Circular.

About Level 14 Ventures Ltd.

Level 14 is an exploration-stage mining company focused on precious metals. As described above, the Company has an option to acquire 100% of the Colpayoc property. The Company also owns the Green Mountain property, located in British Columbia, Canada. The Company intends to grow through the acquisition of additional mining properties and continues to evaluate other opportunities on an ongoing basis.

For more information or if you have any questions, feel free to email us at [email protected]

Marcel de GrootDirector

Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this press release.

Caution Regarding Forward-Looking Statements

This press release contains forward-looking information or statements (collectively “forward-looking information”) within the meaning of applicable securities laws. Forward-looking information is generally identified by words such as: “believe”, “expect”, “anticipate”, “intend”, “estimate”, “assume” and similar expressions, or are those which, by their nature, refer to future events. Forward-looking information in this press release includes, but is not limited to, statements regarding the use of proceeds from the financing and growth through the acquisition of additional mineral properties. The Company cautions investors that any forward-looking information provided by the Company is not a guarantee of future results or performance, and that actual results may differ materially from those in the forward-looking information due to a variety of factors, including, but not limited to the state of the financial markets for the Company’s equity securities, the state of the market for precious metals or other minerals that may be produced in general, the Company’s ability to obtain permits, consents or authorizations necessary for its activities, to raise the necessary capital or to be fully able to implement its business strategies and other risks associated with the exploration and development of mineral properties. The reader is invited to consult the public documents filed by the Company for a more complete analysis of these risk factors and their potential effects, which can be consulted via the Company’s profile on SEDAR at www.sedar.com .

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/121970

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