Giyani Announces the Closing of its Private Placement and Sale of Shares

Critical Minerals & Rare Earths

February 8, 2018 (Source) — Giyani Metals Corp. (TSX-V:WDG) (GR:A2DUU8) (“Giyani” or the “Company”) is pleased to announce that, further to its news release of December 27, 2017, has closed on subscriptions of approximately $2,000,000 to its non-brokered private placement (the “Private Placement”).

As well, the Company has arranged for the sale of 2,800,000 common shares of Canoe Mining Ventures Corp. (“Canoe”) that it holds to an arm’s length private purchaser for proceeds to the Company of $350,000.

Giyani intends to use the funds received from the financing and the sale of the Canoe shares to advance the Kanye Manganese Project in Botswana including resource drilling, process engineering studies, additional metallurgical studies and for general corporate purposes.

Robin Birchall, CEO of Giyani, stated, “I am very pleased with the success of this Private Placement and the overwhelming response it received from international investors which has opened the door for Giyani to access new sources of capital and add new institutional investors to its shareholder base. We are looking forward to accelerating the development of the Company’s properties in Botswana during the first half of 2018.”

The Private Placement consisted of 7,207,890 units (the “Units”) issued at $0.275 per Unit with each Unit consisting of one common share (a “Common Share”) and ½ common share purchase warrant (a “Warrant”). Each whole Warrant is exercisable into a Common Share (a “Warrant Share”) at an exercise price of $0.40 per Warrant Share for a period of 18 months. In the event that the closing price per Common Share is more than $0.60 per Common Share for more than 20 consecutive trading days, the Company shall be entitled to accelerate the Warrant Expiry Date to the date that is 30 days following the date on which the Company announces the accelerated Warrant Expiry Date by press release.

In connection with the closing of the Private Placement, the Company paid certain finders a fee consisting of a cash payment of 7% of the proceeds such finders raised as well as 7% in finder’s warrants (“Finder’s Warrants”). The Finder’s Warrants were issued on the same terms as the Warrants comprising the Units. As a result the Company paid finders fees of $47,224 and issued 5,250 Finder’s Warrants.

Additional information and corporate documents may be found on  and on the Giyani website:

Insiders of the Company have subscribed for 1,187,291 Units under the Private Placement. The issuance of Units to insiders pursuant to the Private Placement (the “Insider Participation”) will be considered to be a related party transaction within the meaning of TSX Venture Exchange (the “TSXV”) Policy 5.9 and Multilateral Instrument 61-101 (“MI 61-101”). The Company intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of any Insider Participation.

Early Warning Disclosure

Duane Parnham acquired ownership of an additional 833,636 Units pursuant to the Private Placement for total consideration of $229,249.90. As a result of the Private Placement, Mr. Parnham is the beneficial owner of 9,133,668 common shares of the Company, 1,000,000 options and 519,675 share purchase warrants representing, along with Mr. Parnham’s current holdings, approximately 11.18% of the issued and outstanding common shares of the Company on a non-diluted basis, after giving affect to the Private Placement, and 13.04% on a partially diluted basis after giving affect to the Private Placement. The Units were acquired by Mr. Parnham for investment purposes. Mr. Parnham may acquire additional securities of the Company either on the open market or through private acquisitions or sell securities of the Company either on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors. A copy of Mr. Parnham’s early warning report will appear on the Company’s profile on SEDAR and may also be obtained by contacting the Company.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

On behalf of the Board of Directors of Giyani Metals Corp.

Robin Birchall, CEO

Forward-Looking Statements

This news release may contain forward-looking statements including but not limited to comments regarding the timing and content of upcoming work programs, geological interpretations, receipt of property titles, potential mineral recovery processes, the financial picture of the Company etc. Forward-looking statements address future events and conditions and therefore, involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements.