Wrap Text
Abridged Pre-Listing Statement
Giyani Gold Corporation
(formerly 99 Capital Corporation)
(Incorporated and registered in Canada)
(Registration number BC-C0887454)
Share code on the TSXV: WDG
Share code on the JSE: GIY ISIN: CA37636L1076
(“Giyani Gold” or “the company” or “the group”)
ABRIDGED PRE-LISTING STATEMENT
ABRIDGED PRE-LISTING STATEMENT RELATING TO THE LISTING OF GIYANI GOLD
ON THE JSE LIMITED (“JSE”) WITH EFFECT FROM THE COMMENCEMENT OF
BUSINESS ON WEDNESDAY, 26 JUNE 2013
This pre-listing statement is not an invitation to the general public
to subscribe for shares in Giyani Gold but is issued in compliance
with the JSE Listings Requirements for the purposes of providing
information to the public with regard to Giyani Gold.
The information in this abridged pre-listing statement has been
extracted from a full pre-listing statement (“the detailed pre-
listing statement”) issued by Giyani Gold on 19 June 2013, copies of
which are available as set out in paragraph 10 below.
1. Introduction
Giyani Gold currently has a primary listing of its ordinary shares on
the TSX Venture Exchange (“TSXV”), a Canadian Securities Exchange.
The JSE has granted the company a secondary listing of up to 61
million shares, representing the entire issued ordinary share capital
of Giyani Gold, on the Alternative Exchange of the JSE under the
abbreviated name “Giyani”, share code “GIY” and ISIN: CA37636L1076,
with effect from the commencement of trading on the JSE on Wednesday,
26 June 2013.
2. Background and history
Giyani Gold was incorporated under the Canada Business Corporations
Act on 26 July 2007 under the name 99 Capital Corporation. The
company was admitted to the official list of the TSXV on 29 February
2008 and changed its name to Giyani Gold Corporation on 24 January
2011.
On 23 September 2011, Giyani Gold incorporated 2299895 Ontario Inc.
(“2299895 Ontario”), under the laws of the Province of Ontario,
Canada. The purpose of the subsidiary, in which Giyani Gold owns
a 97 percent interest, was the ownership and development of the
company’s Abbie Lake, Keating and Killins, Skead and Baska-
Eldorado mining and exploration projects (collectively “the
Canadian assets”).
The company entered into a reverse takeover agreement with C Level
III Incorporated, a Canadian company listed on the TSXV (“C Level”)
on 12 March 2013 pursuant to which C Level will acquire all of the
issued and outstanding shares of Giyani Gold’s subsidiary 2299895
Ontario, which holds the Canadian assets, and 2299895 Ontario will
amalgamate with a wholly-owned subsidiary of C Level ("transaction”).
This transaction will constitute a reverse take-over of C Level
inasmuch as Giyani Gold, as the former shareholders of 2299895
Ontario will own (on a non-diluted basis) approximately 80 percent of
the shares of C Level after the closing of the transaction. The name
of the amalgamated entity will remain C Level III Inc. until such
time as shareholders approve a name change and the entity will remain
listed on the TSXV. The intention of the various parties involved is
to change the name of the company to “Canoe Mining Ventures Corp.”.
The transaction is accompanied by a capital raising exercise in
Canada and is expected to be completed during July 2013. The extent
of the capital raising exercise will determine the final shareholding
of Giyani Gold in the amalgamated entity. It is expected that an
amount of between CAD 1.9 million and CAD 4 million, will be raised
in order to fund further exploration in the amalgamated entity.
During December 2010 the company, via Lexshell 831 Investments
Proprietary Limited, its wholly owned subsidiary, (“Lexshell 831”)
acquired a 45 percent interest in Rock Island Proprietary Limited
(“Rock Island”), which holds the prospecting rights to the Klein
Letaba- Frankie, -Birthday, -Horseshoe and -Louis Moore gold
exploration projects (collectively “the Rock Island projects”), from
Johan Bernard Scheffer. During October 2012 the company, via Lexshell
837 Investments Proprietary Limited, a 64 percent held subsidiary of
Giyani Gold (“Lexshell 837”), entered into a Black Economic
Empowerment (“BEE”) agreement with its BEE partner, Malungani
Resources Proprietary Limited, in order to satisfy a BEE equity
requirement highlighted by the Department of Mineral Resources
(“DMR”) during the process of reviewing the applications for approval
of transfer of the ownership interests in Rock Island and on 10 May
2013 the DMR approved the transfer of the interests in Rock Island to
Lexshell 837, resulting therein that Giyani Gold currently holds a
28.8 percent interest in Rock Island.
Having received approval of the transfer of the interest in Rock
Island from the DMR and with the finalisation of the C Level
transaction expected during or about July 2013, the group’s focus
going forward will be to develop its South African assets and its
gold interests in southern Africa. The group will continually seek
acquisitions within southern Africa to complement its portfolio.
3. Nature of business
3.1 Overview
Giyani Gold is an international gold exploration company based in
Canada, which is focused on building a portfolio of under-explored,
yet proven, gold assets. The principal business of Giyani Gold is
the acquisition, exploration and, where warranted, the
development of mineral properties. Giyani Gold's exploration
activities are c u r r e n t l y focused on a prolific Archean Greenstone
Belt in the Giyani region in Limpopo, South Africa.
It is estimated that more than 350 million ounces of gold are
produced in Archean Greenstone Belts worldwide. The Giyani
Greenstone Belt, which is sizeable at 70km long and 15km wide, has
the potential to be developed into a multi-million ounce producing
resource. Gold production in the region ceased in the late 1980’s,
however viable gold deposits remain in the area, resulting in vast
exploration potential on a regional scale. In these respects the
Giyani region illustrates striking similarities to the proven Abitibi
Greenstone Belt located in and near Timmins, Ontario, Canada, as
further set out below.
Giyani Gold has two valid exploration licenses and has entered into
agreements to acquire two additional exploration licenses all located
in the Giyani Greenstone Belt located in the north-eastern region of
South Africa. These properties, being the Klein Letaba- Frankie, -
Birthday, -Horseshoe and -Louis Moore gold exploration projects
referred to collectively as the Rock Island Projects consist of more
than 19,208 ha of highly prospective Archaen Greenstone Belt with
five past producing mines, which were only developed at the shallow
depths of less than 250 metres from surface. A limited amount of
drilling on one mine was done in the 1990’s and no geophysical
surveys were used to guide exploration historically. Past production
from all the mines is estimated to be approximately 450,000 ounces
based on historical records. Grades at Klein Letaba-Louis Moore are
reported to be as high as 21 grams per tonne according to the
company`s strategic partner, Corridor Mining Resources Proprietary
Limited (CMR”).
Giyani Gold is of the opinion that sizable gold resources remain
close to historic mining sites in the Giyani Greenstone Belt and that
exploration in the region offers huge potential for new discoveries.
Applications for additional prospecting rights on the the un-surveyed
state owned land known as Klein Letaba, which is available for
development, measures more than 300 000 ha and encompasses 25 past
producing gold mines. The number of smaller historical gold mines in
the area, most likely, result from the fact that the predecessor of
the Mineral and Petroleum Resources Development Act (Act 28 of 2002)
(“MPRDA”), the Minerals Act, historically facilitated and/ or
encouraged small scale mining operations at shallow depths.
Giyani Gold has partnered with a strong strategic partner, namely the
state-owned Limpopo mining company, CMR, in its ownership of Rock
Island, which holds the prospecting rights in respect of its Rock
Island projects, and the company is served by good infrastructure and
conducts year round operations.
It is the stated strategic objective of Giyani Gold to endeavour to
continue to accumulate additional properties and to expand its
exploration activities in the area, where possible and within the
regulatory and legislative framework of the MPRDA and with reference
to the prevalent guidelines of the DMR.
3.2 Giyani Projects
3.2.1 Properties / Tenements – Rock Island
Giyani Gold, together with its BEE partner, Malungani, currently
holds a 45 percent interest in Rock Island,the owner of the
prospecting rights in respect of the Rock Island projects. A further
45 percent interest is held by CMR, its strategic partner and a 10
percent interest is reserved for the Giyani Community Trust, a Trust
to be formed to house the interests of the community of the Giyani
region.
In terms of its arrangement with CMR, exploration expenses in the
Rock Island projects are to be shared on a 50:50 basis between
Lexshell 837 and CMR. A failure to fund by CMR could result in
further project interest dilution taking the interest of Lexshell 837
in Rock Island to approximately 70 percent.
Five new gold environments were discovered from a 24 hole recon drill
program conducted in 2012 and 2013. Giyani Gold has commenced its
US$1.2 Million 2013 exploration program.
3.2.2 Properties / Tenements – Canadian assets
3.2.2.1 Abbie Lake Keating Killins project
Giyani Gold, via its 97 percent held subsidiary, 2299895 Ontario, and
by means of a variety of option and licensing agreements, hold the
property interests in the Canadian assets. The Abbie Lake Keating
Killins project is the company’s material project in Canada and it is
currently exploring ways in which to divest of its non-material
interests in the Baska Eldorado and Skead projects.
The company has initiated a focused and aggressive geological,
geochemistry, and geophysical exploration program over the Abbie
Lake-Keating Killins project properties. The exploration work at
Abbie Lake-Keating is being funded with flow-through capital on hand
with a view to developing a geological model for the property.
4. Strategy and Prospects for Giyani Gold
Giyani Gold is managed by a diverse team with decades of experience
within the resources sectors and a track record of creating value for
shareholders. The team has a long history of successfully partnering
with governments and partners to assemble substantial exploration
opportunities and has developed strong financial relationships and
communications networks throughout the global capital markets. Giyani
Gold’s business model is to use its strong management team and their
network to strategically source and acquire a portfolio of
undervalued gold mining properties within a region with a
demonstrated history of producing gold mines and to build critical
mass through consolidation within that region. Giyani Gold’s
management believes that the probability for success is increased
exponentially by working in regions with previous
production. Particular focus is given to Greenstone Belts where the
Giyani Gold technical team has a history of significant
successes. Once a foothold has been established within a region,
Giyani Gold’s management actively endeavours to increase its land
position within that region.
A fundamental attribute of the model is to use newer exploration
technologies and techniques to increase the probability of successful
discoveries of gold mineralization in these regions. In particular
Giyani Gold’s management focuses on exploring for extensions of ore
bodies that were not well defined historically and on discovering new
zones of mineralization that are identified by haloes or wide
anomalous gold zones. The company’s focus is on acquiring strategic
properties to consolidate land holdings in higher probability
Greenstone Belts. The goal is to ensure that projects are of a
sufficient size that, when economic feasibility is demonstrated by
the continued exploration of the mining properties, a mine or mines
can be developed.
Throughout the process, Giyani Gold’s management team uses their
network of financial relationships and communication partners to
raise capital for the projects and to ensure that information on
their project and successes is appropriately communicated to
shareholders and potential shareholders. To date this model has been
used successfully to create substantial value for Giyani Gold
shareholders.
Upon listing on the JSE, the company will have cash resources, of
approximately CAD 2.1 million. The company does not currently
generate operating revenue. In addition to its ongoing working
capital requirements, the company must therefore secure sufficient
funding for existing commitments and obtain new cash resources
sufficient to cover expected expenses.
The company plans to secure the necessary financing through a
combination of the exercise of existing warrants for the purchase of
Giyani Gold shares, the issue of new equity instruments and the
entering into joint venture arrangements. The Company continuously
examines various financing alternatives to address future funding
requirements as it is dependent upon the ability to arrange
appropriate financing to complete development and continued
exploration of its projects and upon future profitable production at
these projects or the proceeds from their disposition.
Giyani Gold is currently finalising the C Level transaction which
entails a capital raising exercise from which it expects to realise
between CAD 1.9 million and CAD 4 million to fund further
exploration. The company will curtail its exploration activities
should funding requirements not be met at a future date.
5. Key strengths
The company believes that its key strengths detailed below form a
strong basis for the company to achieve its targets and to enhance
its market position:
Strong management
The board and the company’s management team have a history of
multiple successes in the resources sectors, a wealth of experience
in the gold exploration field and a proven track record of creating
shareholder value. The management team has a long history of
partnering with governments and strategic partners to assemble
substantial exploration opportunities in undervalued mining
properties and is strategically focused with a proven model of
developing such undervalued mining assets. The company believes that
the track record, industry intelligence and experience to deliver
results of its board and management team are its distinguishing
strengths.
Financial expertise
The board and the company’s management team have the appropriate
financial expertise in working with the capital markets and gaining
access to capital and have strong global financial relationships and
communication networks.
Operational and strategic strengths
The company currently focusses on South African and Canadian
exploration targets in Greenstone Belts that are largely overlooked
by the major exploration companies. It employs latest technology to
firm up geological models and to expedite new discoveries in regions
which demonstrate a history of gold production. The company has drill
ready and active exploration programs underway that are proving its
operational strengths and focus.
Support of stakeholders
The company enjoys a good working relationship with the governments,
landholders, BEE partners, strategic partners and neighbouring
communities in the areas of its activities and it is envisaged that
the community that is most impacted by exploration and mining
activities in the Giyani region will obtain an ownership stake in the projects through the shareholding of the Giyani Community Trust.
High management ownership in Giyani Gold furthermore aligns the
interest of management with that of its investors.
Investment opportunity
Giyani Gold via its majority ownership and operational control of
strategic projects that target multi-million ounce near surface gold
deposits gives South African investors an opportunity to invest in
and share in the exploration and expansion upside envisaged by the
company as it employs its expertise in identifying and further
consolidating properties within various Greenstone Belts. Giyani
Gold has initiated a marketing and communication program, which
ensures that investors are kept informed of all of its initiatives.
6. Rationale for listing
The main purposes of the listing are to:
* facilitate BEE investment at a listed company level;
* provide Giyani Gold with an additional source from which
permanent capital can be obtained, if required, to fund the
group’s expansion program and working capital requirements and
to facilitate future growth;
* enhance South African investor and general public awareness of
the Giyani Gold group and its activities, thereby enlarging
Giyani Gold’s investor base and increasing trade in its shares;
* have the flexibility of JSE listed shares in order to allow
Giyani Gold to take advantage of potential South African and
African acquisition opportunities; and
* facilitate direct unrestricted investment by South African
residents in Giyani Gold.
7. Details of directors and management of Giyani Gold
Details of the directors of Giyani Gold and its subsidiaries are set
out below:
Full name, age and Designation/
Nationality Business address Function
Full name, age and Designation/
Nationality Business address Function
Duane Parnham (49) Oakville, ON, Canada Giyani Gold –
(Canadian) executive chairman
Mark Frewin (50) Little Dunmow, UK Giyani Gold – non-
(British) executive director
Roger Lane (66) Vailhauques, France Giyani Gold –
(Canadian) independent non-
executive director
Scott Kelly (44) 7 King Street East, Giyani Gold –
(Canadian) Toronto, Ontario M5C 3C5 independent non-
Canada executive director
Ed Guimaraes (45) Oakville, ON, Canada Giyani Gold –
(Canadian) independent non-
executive director
Alex Helmel (43)* Vancouver, British Giyani Gold – non
(Canadian) Columbia, Canada executive director
*Mr Helmel has not made himself available for nomination and re-
election at the company’s annual general meeting, which is
scheduled to take place on 26 June 2013 at 2:00 p.m. (Toronto time)
and will therefore cease to be a member of the board of directors
from that date.
The details of the management of Giyani Gold are set out below:
Full name, age and Business address Function in Giyani
nationality Gold group
Chuck Allen (55) Oakville, ON, Canada President / Chief
(Canadian) Operating Officer
Ron Reed (47) Oakville, ON, Canada Chief Financial
(Canadian) Officer
Knowledge Katti (37) Oakville, ON, Canada Vice President -
(Namibian) Business Development
Full name, age and Business address Function in Giyani
nationality Gold group
Bob Middleton (69) Oakville, ON, Canada Vice President -
(Canadian) Exploration
Peter Milutinovic (54) Oakville, ON, Canada
Canadian General Manager
Susan Butorac (52) Oakville, ON, Canada
(Canadian) Senior Project
Geologist
Jo-Anne Archibald (53) Oakville, ON, Canada
(Canadian)
Company Secretary
8. Major shareholders
The current major shareholders of Giyani Gold are as follows:
Number of Number of Percentage
shares shares shareholding
directly indirectly in Giyani Gold
beneficially beneficially percent
Name held held
Duane Parnham 6,311,907 - 11.54
Precious Metals Group 3,450,000 - 6.3
Total 9,761,907 - 17.84
9. Share capital
Giyani Gold’s authorised and issued share capital at the date of
listing will be as follows:
CAD
Authorised
Unlimited number of ordinary shares with no
par value
Issued
16 910 653
54 728 578 Ordinary shares with no par
value
5 901 082 Warrants 4 372 660
Giyani Gold does not have any shares held in treasury.
10. Copies of the pre-listing statement
Copies of the detailed pre-listing statement will be available for
inspection during business hours from Wednesday, 19 June 2013 until
Wednesday, 26 June 2013, both days inclusive, at Giyani Gold’s
Corporate Advisor and Sponsor’s offices, Sasfin Capital, 29 Scott
Street, Waverley, Johannesburg.
Johannesburg
19 June 2013
Corporate Advisor and Sponsor
Sasfin Capital (a division of Sasfin Bank Limited
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