C Level Bio International Holding Inc. announces details of Qualifying Transaction with Nevada Exploration Inc.

20 November 2006

Further to its preliminary news release of October 10, 2006, C Level Bio International Holding Inc. ("C Level"), a Capital Pool Company, in accordance with the policies of the TSX Venture Exchange Inc. (the "TSX V"), is pleased to confirm that its board of directors has approved the transaction to acquire all of the issued and outstanding common shares of Nevada Exploration Inc. ("NXI"). This transaction (the "Acquisition") will constitute 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 shares ("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 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 common share of C Level for every two (2) common shares held by them (the "Consolidation"). Other outstanding convertible securities of C level (namely brokers warrants issued to the agent Canaccord Capital Corporation ("Canaccord") as part of C Level initial public offering and options granted to the directors of C Level under C Level 2006 employees stock option plan) will also be consolidated using the same consolidation ratio as part of the Consolidation.

These C Level Shares to be issued pursuant to the Acquisition include shares being issued to subscribers to NXI's non-brokered private placement which realized gross proceeds of approximately $2 million (the "Non-Brokered Private Placement"). Each subscriber in the Non-Brokered Private Placement paid an effective price of $0.15 per NXI Share and also received, for each common share purchased, one-half of one common share purchase warrant entitling them (for each whole warrant held) to purchase an additional common share at an effective price of $0.225 (before Consolidation) for a period ending 12 months after the closing of the Acquisition.

In addition, NXI and C Level have entered into an agreement with Canaccord pursuant to which NXI intends to raise a minimum of $1 million and a maximum of $2 million by the issuance of units comprising one common share and one-half of one common share purchase warrant (the "Brokered Private Placement"). Each subscriber in the Brokered Private Placement will pay an effective price of $0.15 per NXI Share. Each whole warrant will be exercisable, for a period of 18 months after the closing of the Brokered Private Placement, into one common share of NXI at an exercise price equal to $0.30 per common share (before Consolidation). Canaccord will receive a cash commission equal to 7% of the gross proceeds received by NXI from the sale of the units. Canaccord will also receive agent's options to acquire that number of units equal to 8% of the number of units sold under the Brokered Private Placement. Assuming that the Brokered Private Placement is fully subscribed, an aggregate of an additional 13,333,333 NXI Shares will be issued, which will result in a total of 83,333,333 C Level Shares, prior to Consolidation (41,666,665 after Consolidation) being issued to acquire all of the NXI Shares outstanding immediately prior to the completion of the Acquisition. As there are currently 16,500,000 C Level Shares issued and outstanding, the aggregate number of issued and outstanding C Level Shares upon completion of the Acquisition is expected to be 49,916,666 after Consolidation.

The Acquisition contemplates several additional items occurring upon its completion that will require the approval of C Level shareholders, including: (a) the change of name of C Level to "Nevada Exploration Inc."; (b) changing the board of directors of C Level to nominees agreed upon pursuant to the Acquisition (as described in this news release); (c) the Consolidation of the C Level Shares (d) such other matters as the parties may determine is necessary or advisable. An annual and special meeting of shareholders of C Level will be held for the purpose of approving the foregoing items, all of which will take effect, if approved, upon the completion of the Acquisition.

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, receipt of gross proceeds of a minimum of $1 million pursuant to the Brokered Private Placement, 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.

If a sponsor is required by the TSX V, Canaccord Capital Corporation has agreed to act as the sponsor in compliance with applicable TSX V rules and policies. An agreement to sponsor should not be construed as an assurance with respect to the merits of the Acquisition or the likelihood of completion.

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.

About NXI

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 the mineral rights to two exploration properties in Nevada's major gold trends and is led by a highly experienced management team.

The Fletcher Junction Property is located within the volcanic-hosted Aurora mining district along the Walker Lane Gold Trend. NXI controls the entire target with a land position consisting of a contiguous block of 342 unpatented lode claims (11.0 square miles), subject to a 1.25% net smelter return. NXI's geochemical sampling programs have shown highly anomalous gold in water, vegetation, and soils along a 4 mile long target zone; 150 quartz vein boulder rock samples were collected from along the target zone and report highly anomalous gold up to 2.9 oz/t (90.5 g/mt). Permitting with the United States Forest Service for 20 drill sites has been approved and is now in the final, bonding stage.

The Hot Pot Property is located along the Battle Mountain - Eureka Gold Trend and lies approximately five miles north - east of Newmont's five million ounce Lone Tree Mine. NXI has leased the exploration and mining rights on 3.4 square miles of private ranch land, which is subject to an aggregate 4.25 net smelter return. NXI's first phase drilling encountered shallow, hydrothermally altered bedrock with geochemically anomalous gold of up to 369 ppb (0.369 g/mt.). Second phase drilling will be directed by the results of recent groundwater, soil, and soil-gas chemistry surveys.

NXI's exploration team is led by Wade Hodges, Chief Exploration Geologist. Mr. Hodges has over 30 years of field exploration experience, including 13 years as Exploration Geologist and Sr. Exploration Manager of Santa Fe Pacific Gold Corporation (now Newmont Mining Corporation - NYSE: NEM), and he has been extensively involved in the initial discovery and pre-mine development of nine gold mines in the western US, totalling more than 30 million ounces of gold. Ken Tullar, NXI's Chief Operating Officer, has over 25 years of exploration experience including 20 years dedicated to gold exploration in Nevada. Mr. Tullar has worked for Nerco Minerals, Echo Bay Exploration, and LAC Minerals, and was involved in the discovery and development of five gold mines with resources totalling more than 7 million ounces of gold.

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.

Proposed Management and Directors

As part of the completion of the Acquisition, NXI's current management will assume management responsibility for the resulting public company and, subject to shareholders' approval, C Level's board of directors will be comprised of the persons listed below. The following are brief descriptions of the management team and the proposed nominees for directorships.

Wade Hodges, M.Sc. Director, President and Chief Exploration Geologist

Mr. Hodges is the former Vice President for Exploration for Battle Mountain Gold Exploration Corp. (OTC-BB: BMGX). He has over 30 years experience in field exploration, including 13 years as Exploration Geologist and Sr. Exploration Manager of Santa Fe Pacific Gold Corporation (now Newmont Mining Corporation - NYSE: NEM). Mr. Hodges has had extensive involvement in the initial discovery and pre-mine development of nine gold mines in the western US, totaling over 30 million ounces of gold.

Ken Tullar, B.Sc., Chief Operating Officer and V.P. Exploration

Mr. Tullar has over 25 years of exploration experience, including 20 years dedicated to gold exploration in Nevada. he has been involved in the discovery and development of five gold mines with resources totaling in excess of 7 million ounces of gold. His résumé includes 8 years with major mining companies such as Nerco Minerals, Echo Bay Exploration and LAC Minerals.

Daniel Pharand, C.A.

Mr. Pharand is a Chartered Accountant with over 25 years of experience, including as portfolio manager. Mr Pharand was the Chief Financial Officer of Pharmacia Canada and of Pharmacia KK (Japan). Mr Pharand was involved with Innovatech Grand Montreal over his 5 years as Portfolio Manager. Mr Pharand is presently Chief Strategic Officer at Cato Research, a contractual clinical research company with its headquarters in Durham, N.C.

Mr. Pharand also acted as a director and has served on various board committees including publicly traded issuers such as Bio 1 Inc. (now Aurelian Resources Inc. - TSX-V - ARU), Corautus Genetics Inc. (NASDAQ : VEGF) and LAB International Inc. (TSX : LAB). Mr. Pharand is currently a director of Mistral Pharma Inc. (TSX-V: MPI) and is a director, president and chairman of the board of C Level.

Jean-Francois Pelland. LL.B., D.E.S.S. Fisc.

Member of the Québec Bar since 1994 and holder of a post-graduate tax degree, Mr. Pelland is a partner at McMillan Binch Mendelsohn LLP where he has a domestic and international business law practice focusing mainly on private and public equity financings, in addition to his more general transactional practice in mergers and acquisitions and tax.

Mr. Pelland also acted as a director of LAB International Inc. (TSX: LAB) and a member of its audit and corporate governance committees from 2002 to 2005. He is currently a director and secretary of the board of C Level.

David Carbonaro, LL.B.

David Carbonaro is a partner in the Toronto office of the law firm Heenan Blaikie LLP and has been practicing in the corporate finance area for twenty years. In that period, David has had significant experience financing many public and private companies, including in the resource sector.

In addition, it is contemplated that up to two additional directors will be added contemporaneous, or some time after the closing of the Acquisition.

Other Information

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.

%SEDAR: 00023996EF

For further information: Daniel Pharand, President, C Level Bio International Holding Inc., (514) 984-4431, pharcan@yahoo.ca; Wade Hodges, President, Nevada Exploration Inc., (775) 359-7740, whodges@nevadaexplorationinc.com; The prospectus of C Level Bio International Holding Inc. can be consulted on SEDAR's website at the address: http://www.sedar.com

Source: newswire

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