/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES /
(In Canadian Dollars unless otherwise stated)
Giyani Metals Corp. (TSXV:EMM) (GR:A2DUU8) (" Giyani " or the " Company ") is pleased to announce that it has entered into an agreement with Cormark Securities Inc. (" Cormark ") pursuant to which Cormark has agreed to act as the lead agent on behalf of a syndicate of agents (collectively, the " Agents ") in connection with a fully marketed private placement offering of units of the Company (the " Units ") at a price of $0.20 per Unit for aggregate gross proceeds to the Company of not less than $4.0 million (the " Offering ").
Each Unit will consist of one common share of the Company (a " Common Share ") and one-half of one Common Share purchase warrant (each full warrant, a " Warrant "). Each Warrant will entitle the holder to acquire one Common Share of the Company at an exercise price of $0.35 for a period of 18 months following the closing of the Offering.
The Company has granted the Agents an option, exercisable in whole or in part, in the sole discretion of the Agents, for a period of 30 days from and including the closing date of the Offering, to purchase additional Units, additional Common Shares and/or additional Warrants, in an aggregate amount not to exceed 15% of Units, Common Shares or Warrants sold pursuant to the Offering, on the same terms and at the same price as the Units, Common Shares and Warrants sold under the Offering.
The net proceeds of the Offering will be used for drilling, demonstration plant (pilot plant), completion of feasibility study and other general corporate purposes.
The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals including the approval of the TSX Venture Exchange (the " TSXV ") and is scheduled to close on or about December 23, 2020 .
The Agents will be entitled to a cash fee on the sale of Units (subject to certain exceptions for Units sold to certain subscribers) in accordance with the policies of the TSXV.
In addition, Canadian based financial and marketing company, Hybrid Financial Ltd. (" Hybrid ") will provide certain marketing services to the Company in connection with the Offering and for which Hybrid will be compensated with a one-time fixed fee in cash of $30,000 .
This new release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States . The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the " U.S. Securities Act "), or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of a U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Giyani Metals Corp. is a mineral resource company focused on the development of its K.Hill, Lobatse & Otse manganese oxide projects in the Kanye Basin, Botswana , Africa . The Company's flagship K.Hill project is a near-surface deposit currently going through a feasibility study to produce high-purity electrolytic manganese metal and manganese sulphate, both key cathode ingredients for batteries in the expanding electric vehicle (EV) market.
On behalf of the Board of Directors of Giyani Metals Corp.
Robin Birchall , CEO
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.
The securities described herein have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and accordingly, may not be offered or sold to, or for the account or benefit of, persons in the United States or "U.S. persons," as such term is defined in Regulation S promulgated under the U.S. Securities Act ("U.S. Persons"), except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the Company's securities to, or for the account of benefit of, persons in the United States or U.S. Persons.
Forward Looking Information
This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. All statements in this news release, other than statements of historical fact, that address events or developments that Giyani expects to occur, are "forward-looking statements". Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "does not expect", "plans", "anticipates", "does not anticipate", "believes", "intends", "estimates", "projects", "potential", "scheduled", "forecast", "budget" and similar expressions, or that events or conditions "will", "would", "may", "could", "should" or "might" occur. Specific forward-looking statements and forward-looking information herein includes completion of the 2020 field program, geotechnical study and geophysical study; upgrading of inferred resources to higher categories of confidence, and the completion of the FS.
All such forward-looking statements are based on the opinions and estimates of the relevant management as of the date such statements are made and are subject to certain assumptions, important risk factors and uncertainties, many of which are beyond Giyani's ability to control or predict. Forward-looking statements are necessarily based on estimates and assumptions that are inherently subject to known and unknown risks, uncertainties and other factors that may cause actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. In the case of Giyani, these facts include their anticipated operations in future periods, planned exploration and development of its properties, and plans related to its business and other matters that may occur in the future. This information relates to analyses and other information that is based on expectations of future performance and planned work programs.
Forward-looking information is subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking information, including, without limitation: inherent exploration hazards and risks; risks related to exploration and development of natural resource properties; uncertainty in Giyani's ability to obtain funding; commodity price fluctuations; recent market events and conditions; risks related to the uncertainty of mineral resource calculations and the inclusion of inferred mineral resources in economic estimation; risks related to governmental regulations; risks related to obtaining necessary licenses and permits; risks related to their business being subject to environmental laws and regulations; risks related to their mineral properties being subject to prior unregistered agreements, transfers, or claims and other defects in title; risks relating to competition from larger companies with greater financial and technical resources; risks relating to the inability to meet financial obligations under agreements to which they are a party; ability to recruit and retain qualified personnel; and risks related to their directors and officers becoming associated with other natural resource companies which may give rise to conflicts of interests. This list is not exhaustive of the factors that may affect Giyani's forward-looking information. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the forward-looking information or statements.
Giyani's forward-looking information is based on the reasonable beliefs, expectations and opinions of their respective management on the date the statements are made, and Giyani does not assume any obligation to update forward looking information if circumstances or management's beliefs, expectations or opinions change, except as required by law. For the reasons set forth above, investors should not place undue reliance on forward-looking information. For a complete discussion with respect to Giyani and risks associated with forward-looking information and forward-looking statements, please refer to Giyani's financial statements and related MD&A, all of which are filed on SEDAR at www.sedar.com .
SOURCE Giyani Metals Corp.
View original content: http://www.newswire.ca/en/releases/archive/December2020/04/c2947.html