Wrap Text
Early warning report pursuant to National Instrument 62-103 (Canadian)
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”)
EARLY WARNING REPORT
PURSUANT TO NATIONAL INSTRUMENT 62-103
(1) Name and address of the offeror:
Giyani Gold Corp.
277 Lakeshore Road East
Suite 403
Oakville, Ontario L6J 6J3
904-844-1456
(2)Designation and number or principal amount of securities
and the offeror’s security holding percentage in the class of
securities of which the offeror acquired ownership or control
in the transaction or occurrence giving rise to the obligation
to file the news release and whether it was ownership or
control that was acquired in those circumstances:
As a result of a security exchange agreement dated November
14, 2013 between Giyani Gold Corp. (“Giyani Gold”) and Canoe
Mining Ventures Corp. (“Canoe”) (formerly known as C Level III
Inc.), Giyani has acquired as of December 5, 2013, in the
aggregate, ownership of 19,400,000 common shares in the
capital of Canoe representing 57.7% of the common shares of
Canoe.
(3) Designation and number or principal amount of securities
and the offeror’s security holding percentage in the class of
securities immediately after the transaction or occurrence
giving rise to obligation to file the news release:
Giyani Gold beneficially owns a total of 19,400,000 common
shares representing 57.7% of Canoe’s total issued and
outstanding common shares.
(4) Designation and number or principal amount of securities
and the percentage of outstanding securities of the class of
securities referred to in paragraph (3) over which
(i) the offeror, either alone or together with any joint
actors, has ownership and control:
See items 2 and 3.
(ii) the offeror, either alone or together with any joint
actors, has ownership but control is held by other persons or
companies other than the offeror or any joint actor:
Not applicable.
(iii) the offeror, either alone or together with any joint
actors, has exclusive or shared control but does not have
ownership:
Not applicable.
(5) Name of the market in which the transaction or occurrence
that gave rise to the news release took place:
The common shares of Giyani were acquired pursuant to a
security exchange agreement dated November 14, 2013 between
Giyani Gold and Canoe and which transaction closed on December
5, 2013.
(6) The value, in Canadian dollars, of any consideration
offered per security if the offeror acquired ownership of a
security in the transaction or occurrence giving rise to the
obligation to file a news release.
The common shares of Giyani were acquired at an average
purchase price of $0.15.
(7) Purpose of the offeror and any joint actors in effecting
the transaction or occurrence that gave rise to the news
release, including any future intention to acquire ownership
of, or control over, additional securities of the reporting
issuer:
Giyani Gold acquired the Canoe common shares for investment
purposes. Giyani Gold may acquire additional Canoe common
shares or dispose of his existing Canoe common shares
on the basis of his assessment of market conditions and in
compliance with all applicable securities regulatory
requirements. The common shares issued to Giyani are subject
to Tier 2 Value Escrow, release restrictions.
(8) General nature and the material terms of any agreement,
other than lending arrangements, with respect to securities of
the reporting issuer entered into by the offeror, or any joint
actor, and the issuer of the securities or any other entity in
connection with the transaction or occurrence giving rise to
the news release, including agreements with respect to the
transaction, holding, disposition or voting of any of the
securities:
Not applicable.
(9) Names of any joint actors in connection with the
disclosure required by this report:
No person acted jointly or in concert with Giyani Gold in
connection with the disclosure required by this report.
(10)In the case of a transaction or occurrence that did not
take place on a stock exchange or other market that
represents a published market for the securities, including an
issuance from treasury, the nature and value of the
consideration paid by the offeror:
Not applicable.
(11)If applicable, a description of any change in any material
fact set out in a previous report by the entity under the
early warning requirements or Part 4 in respect of the
reporting issuer’s securities:
Not applicable.
(12) If applicable, a description of the exemption from
securities legislation being relied on by the offeror and the
facts supporting that reliance:
Not applicable.
DATED at Oakville, Ontario this 12th day of December, 2013.
Giyani Gold Corp.
By: (signed) “R. Charles Allen”
R. Charles Allen, CEO
11 December 2013
Johannesburg
Sponsor
Sasfin Capital (a division of Sasfin Bank Limited)
Date: 11/12/2013 07:52:00 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.
Sharenet Sites 
