GIYANI GOLD CORPORATION - Giyani Announces Shares for Debt Settlement

Giyani Announces Shares for Debt Settlement

Giyani Gold Corporation
(Incorporated and registered in Canada)
(Registration number BC-C0887454)
Share code on the TSXV: WDG
Share code on the NSX: GGC
Share code on the JSE: GIY        ISIN: CA37636L1076
 (“Giyani Gold” or “the company” or “the group”)

Giyani Announces Shares for Debt Settlement

Oakville, Ontario, May 29, 2015 – Giyani Gold Corp. (TSXV: WDG, JSE:GIY) (“Giyani”)
announces that it has agreed to settle a total of $466,255.60 of debt relating to consulting fees
and service fees to certain arm's length and non-arm's-length parties by issuing an aggregate of
5,828,195 common shares of Giyani at a deemed price of $0.08 per share (the “Debt
Settlement”).

As part of the Debt Settlement, an aggregate of 4,589,289 common shares will be issued to
settle $367,143.12 of outstanding debt owed, directly or indirectly, to certain directors and senior
officers of Giyani (collectively, the “Related Parties”). The participation of each of the Related
Parties in the Debt Settlement is considered a “related party transaction” under Multilateral
Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”).
Giyani is relying on Sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, for exemptions
from the formal valuation and minority approval requirements under MI 61-101, as neither the
fair market value of the common shares to be issued to the Related Parties nor the amount of
debt to be settled pursuant thereto exceeds 25% of Giyani’s market capitalization.

A material change report in respect of the related party transactions was not filed at least 21
days in advance of the Debt Settlement, as the terms of the Debt Settlement were not settled
until shortly before this announcement and Giyani wishes to close the Debt Settlement on an
expedited basis for sound business reasons.

All common shares to be issued pursuant to the Debt Settlement will be subject to a hold period
of four months and one day from their date of issuance.

The Debt Settlement is subject to approval by the TSX Venture Exchange. Neither 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 release.

On Behalf of the Board of Directors of Giyani,
Duane Parnham, Executive Chairman

For further information, please contact:
Luke Vigeant
Head of Communications
Giyani Gold Corp.
Tel: 1.905.844.1456
Email: lvigeant@giyanigold.com


Forward Looking Statements
This news release includes certain forward-looking statements or information. All statements
other than statements of historical fact included in this release or other future plans, objectives
or expectations of Giyani are forward-looking statements that involve various risks and
uncertainties. There can be no assurance that such statements will prove to be accurate and
actual results and future events could differ materially from those anticipated in such
statements. Important factors that could cause actual results to differ materially from Giyani’s
plans or expectations include risks relating to the actual results of current exploration activities,
fluctuating gold prices, possibility of equipment breakdowns and delays, exploration cost
overruns, availability of capital and financing, general economic, market or business conditions,
regulatory changes, timeliness of government or regulatory approvals and other risks detailed
herein and from time to time in the filings made by Giyani with securities regulators. Giyani
expressly disclaims any intention or obligation to update or revise any forward-looking
statements whether as a result of new information, future events or otherwise except as
otherwise required by applicable securities legislation.

1 June 2015

JSE Sponsor
Sasfin Capital
(a division of Sasfin Bank Limited)

Date: 01/06/2015 08:24:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.