GIYANI GOLD CORPORATION - Giyani market up date

Giyani market up date

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



CANOE MINING VENTURES CORP. ANNOUNCES COMPLETION OF QUALIFYING
TRANSACTION AND COMMENCEMENT OF TRADING ON TSX VENTURE EXCHANGE


Oakville, Ontario, December 6, 2013 – Canoe Mining Ventures
Corp. (formerly the TSX Venture Exchange capital pool company C
Level III Inc.) (TSXV: CLV) (the “Corporation” or “Canoe
Mining”) is pleased to announce that 2299895 Ontario Inc.
(“OntarioCo”) has completed the reverse take-over of C Level III
Inc. (“C Level”) for the purposes of C Level’s qualifying
transaction (the “Qualifying Transaction”) and has changed its
name to Canoe Mining Ventures Corp.


As of December 9, 2013, the shares of Canoe Mining will commence
trading on the TSX Venture Exchange (the “TSXV”) under the
symbol “CLV”.


The Qualifying Transaction was carried out by means of
securities exchange agreements between C Level, Giyani Gold
Corp. (the majority shareholder of OntarioCo) (“Giyani Gold”),
and two minority OntarioCo shareholders (collectively, the
“Securities Exchange Agreements”), pursuant to which C Level
acquired all of the issued and outstanding common shares of
OntarioCo in exchange for the issuance of 20,000,000 common
shares in the share capital of the Resulting Issuer, Canoe
Mining.


As a result of the Securities Exchange Agreements and the
Offering described below, the Corporation will have 33,602,108
Common Shares (the “Canoe Shares”), 483,392 options to acquire
Common Shares, and 7,698,308 share purchase warrants to acquire
Common Shares (the “Canoe Warrants”) outstanding. 22,650,000
Canoe Shares will be subject to Tier 2 Value Escrow pursuant to
the policies of the TSXV.


In connection with the Qualifying Transaction, C Level III Inc.
(“C Level”) and OntarioCo each carried out respective private
placements on November 21, 2013 for combined aggregate gross
proceeds of $1,416,665 (the “Offering”). The Offering consisted
of 2,540,000 flow-through units of C Level issued on a
subscription receipt basis (the “FT Subscription Receipts”) at a
price of $0.20 per FT Subscription Receipt and 865,395 units of
OntarioCo issued on a subscription receipt basis (the “OntarioCo
Subscription Receipts”) at a price of $1.05 per OntarioCo
Subscription Receipt.


Pursuant to the terms of the Offering, each FT Subscription
Receipt automatically converted into one (1) Canoe Share issued
on a flow-through basis (a “Canoe FT Share”) and one-half (½)
flow-through Canoe Warrant (each whole flow-through Canoe
Warrant, a “Canoe FT Warrant”), entitling the holder thereof to
acquire one (1) Canoe FT Share for each whole Canoe FT Warrant
at an exercise price of $0.30 per Canoe FT Share for a period of
twenty-four (24) months from the date hereof.
Each OntarioCo Subscription Receipt converted into seven (7)
Canoe Shares and seven (7) Canoe Warrants, representing an
aggregate total of 6,057,765 Canoe Shares and 6,057,765 Canoe
Warrants issued on conversion. Each Canoe Warrant entitles the
holder thereof to acquire one (1) additional Canoe Share for
each Canoe Warrant at an exercise price of $0.25 per Canoe Share
for a period of twenty-four (24) months from the date hereof.


The Offering was brokered by Portfolio Strategies Securities
Inc. (the “Agent”). The Agent will receive a cash commission in
amount of $53,733, representing 7% of the gross proceeds from FT
Subscription Receipts and 2% of the gross proceeds from the
OntarioCo Subscription Receipts sold pursuant to the Offering.
The Agent will also be issued 195,108 share purchase warrants to
acquire Canoe Shares (the “Broker Warrants”), representing 7% of
the aggregate number of FT Subscription Receipts and 2% of the
aggregate number of OntarioCo Subscription Receipts sold
pursuant to the Offering. Each Broker Warrant entitles the Agent
to acquire one (1) Canoe Share at an exercise price of $0.15 per
Canoe Share for a period of eighteen (18) months from the date
hereof.


Directors and Management


The board of directors of Canoe Mining, as appointed by the
shareholders of C Level on June 27, 2013 and effective as of the
date hereof, consists of Duane Parnham, Scott Kelly, Jean-
François Pelland, Jorge Estepa, and Eugene Lee.


The directors are also pleased to announce the appointment,
effective as of the date hereof, of Mr. R. Bruce Durham, P.Geo
as an independent member of the board of directors.
Mr. Durham is a Professional Geologist, who graduated from the
University of Western Ontario in 1976. He has been President,
CEO and a director of Goldspike Exploration Inc. (TSXV: GSE)
since 2010 and Chairman of Temex Resources Corp. (TSXV: TME)
since May 2007. Mr. Durham has been a member of the board of
directors of Nebu Resources Inc. (TSXV: NBU) since April 2008,
of NMC Resource Corporation (TSXV: NRC) since March 2010, of
Rainbow Resources Inc. (TSXV: RBW) since November 2009, of
Schyan Exploration Inc. (not listed) since October 2008, of
Solvista Gold Corporation (TSXV: SVV) since October 2013, and of
Norvista Capital Corporation (not listed) since November 2013.
He has also held various management positions with Canadian
Royalties Inc., including President, Vice President Exploration
and Vice President Business Development between 1998 to 2007.
Mr. Durham has worked in mineral exploration for over 30 years
in various positions with junior and senior mining companies
exploring primarily for precious and base metal deposits in
Ontario and Quebec, but also with companies exploring across
Canada, in the United States, and in Africa.


The officers of the Corporation include R. Charles (Chuck) Allen
as President and Chief Executive Officer, Ron Reed as Chief
Financial Officer, and Jo-Anne Archibald as Corporate Secretary.


About Canoe Mining


Canoe Mining is a company incorporated under the Canada Business
Corporations Act, since June 10, 2011, with its registered and
head office in Oakville, Ontario. It is a reporting issuer in
the provinces of British Columbia, Alberta, Saskatchewan,
Manitoba, and Ontario.
Canoe Mining’s primary property is the Iron Lake Project and its
qualifying property, or property of merit, is the Keating and
Killins Property that forms part of the Iron Lake Gold Project
located near White River, Ontario.


 Further Information


Further information on the Qualifying Transaction, the Offering,
and the Iron Lake Project can be found in the filing statement
prepared in respect of the Qualifying Transaction and the
independent technical report prepared by J. Garry Clark, P. Geo.
in respect of the Iron Lake Project, dated February 15, 2013 and
revised on November 19, 2013, both of which were filed on SEDAR
on November 28, 2013 and are accessible from the Corporation’s
SEDAR profile at www.sedar.com.


All information contained in this news release with respect to
the Corporation, C Level, and OntarioCo was supplied by the
parties respectively, for inclusion herein, and each party and
its directors and officers have relied on the other party for
any information concerning the other party.


Investors are cautioned that, except as disclosed in the
management information circular and filing statement prepared in
connection with the transaction, any information released or
received with respect to the transaction may not be accurate or
complete and should not be relied upon. Trading in the
securities of a capital pool company should be considered highly
speculative.
The TSX Venture Exchange Inc. has in no way passed upon the
merits of the proposed transaction and has neither approved nor
disapproved the contents of this press release.


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 RELEASE.


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This
news release includes certain "forward-looking statements" under
applicable Canadian securities legislation. Forward-looking
statements include, but are not limited to, statements with
respect to: the terms and conditions of the Qualifying
Transaction; the terms and conditions of the Offering; future
exploration and testing; use of funds; and the business and
operations of the Corporation. Forward-looking statements are
necessarily based upon a number of estimates and assumptions
that, while considered reasonable, are subject to known and
unknown risks, uncertainties, and other factors which may cause
the actual results and future events to differ materially from
those expressed or implied by such forward-looking statements.
Such factors include, but are not limited to: general business,
economic, competitive, political and social uncertainties; delay
or failure to receive board, shareholder or regulatory
approvals; and the results of current exploration and testing.
There can be no assurance that such statements will prove to be
accurate, as actual results and future events could differ
materially from those anticipated in such statements.
Accordingly, readers should not place undue reliance on forward-
looking statements. The Parties disclaim 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 required by law.


For Further Information:


R. Charles Allen, President and CEO
Canoe Mining Ventures Corp.
Tel: (905) 844-7612
callen@canoemining.com


Luke Vigeant, Communications
Canoe Mining Ventures Corp.
Tel: (905) 844-7612
lvigeant@canoemining.com


6 December 2013
Johannesburg


JSE Limited Sponsor to Giyani Gold Corporation
Sasfin Capital (a division of Sasfin Bank Limited)

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