Wrap Text
Giyani signs binding LOI and update on halt on trade
Giyani Gold 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”)
Giyani Gold Corp. Signs Binding LOI with Horizon Enerji and Sumo Coal
And update on trading halt
Oakville, Ontario, August 15, 2014 - Giyani Gold Corp. (TSXV: WDG, JSE: GIY) ("Giyani") is
pleased to announce that it has entered into a binding letter of intent agreement (the
“Agreement”) with the shareholders of Horizon Enerji A.?. (“Horizon”) and Sumo Coal (Pty)
Ltd. (“Sumo”) which outlines the general terms and conditions of a proposed transaction
pursuant to which Giyani would acquire all the issued and outstanding securities of Horizon and
Sumo by means of a business combination or other form of transaction (the “Transaction”).
Upon completion of the Transaction Giyani will hold a 100% interest in Horizon’s Ceyhan
Project, a fully permitted crude oil storage and dry bulk cargo port development project in
Turkey, and a 100% interest in Sumo, a cash-flow generating coal operator in South Africa. As
consideration, it is expected that common shares in the capital of Giyani will be issued to the
shareholders of Horizon and Sumo.
The Transaction and the terms outlined in the Agreement are subject to a number of conditions,
including the parties executing a definitive agreement by September 19, 2014 (or such later
date as the parties may agree), completion of due diligence investigations to the satisfaction of
each of the parties, Giyani obtaining the required financing, acceptance of the Transaction by
the TSX Venture Exchange (the “TSXV“), no material adverse change and receipt of all
necessary regulatory and shareholder approvals. If all conditions are satisfied, it is expected
that the Transaction would close on or about October 30, 2014. There can be no assurance that
the Transaction will be completed as proposed or at all.
In connection with the Transaction, it is contemplated that a debt and/or equity financing of up to
US$25M will be undertaken by Giyani, with a minimum of US$15M of this financing closing
concurrently with the Transaction with the balance of such funds to be raised in due course
following the completion of the Transaction. In addition, it is contemplated that the common
shares of Giyani will be consolidated on a basis to be determined by the parties.
The Transaction is expected to be structured as a Reverse Takeover ("RTO") pursuant to
Policy 5.2 - Change of Business and Reverse Takeovers of the TSXV. The legal structure for
the Transaction will be determined after the parties have considered all applicable tax, securities
law, and accounting efficiencies.
“Giyani has assembled a unique package of energy assets that will mold our company in to a
major player in the oil services and energy sector. We have delivered on our strategy of
acquiring a cash-flow generating asset, which will elevate the profile of our company and
remove exploration risk moving forward.” stated Duane Parnham, Executive Chairman of
Giyani. “The energy sector is strong and we anticipate that as the sector continues to strengthen
our shareholders will be rewarded based on the superior projects Giyani is acquiring and the
team we have assembled to progress them.”
Bertan Atalay, an associate of Giyani and a consultant to the parties in the Transaction stated:
“With this transaction, Giyani and its Turkish partners are creating a Canadian mid-stream
energy company which will have access to a very exciting high growth mid-stream oil and gas
opportunity in a strategically important location at the upstream of European markets. The
associated dry bulk cargo port facility will allow the new company to take advantage of the
increasing demand for energy import port facilities in a high growth Turkish market.”
Trading in the common shares of Giyani has been halted in relation to this announcement.
Reinstatement of the trading of Giyani shares will resume upon TSXV's confirmation that Giyani
has satisfied the Requirements for Reinstatement of Trading as set forth in Section 3.4 of TSX
Venture Exchange Policy 5.2 - Change of Business and Reverse Takeovers.
About Horizon Enerji
Horizon Enerji is a late stage development business and the 100% owner of the Ceyhan
Project, a fully permitted crude oil storage facility and dry bulk port to be located in Ceyhan,
Adana on the Mediterranean coast of southeast Turkey. The Republic of Turkey has stated its
objective to develop Ceyhan as a major energy hub given its strategic location as the terminus
point for crude oil pipelines from the Caspian, central Asia, northern Iraq, and other Middle
Eastern States. Near-term plans are also being developed to allow for Russian, Israeli, and
Eastern Mediterranean oil & gas to arrive in close proximity to the proposed Ceyhan Project.
The planned crude oil storage facility has a permitted capacity of 2 million cubic meters and will
be the largest independently owned crude storage facility in the Eastern Mediterranean. The
planned dry bulk cargo port will provide much needed additional transport capacity to the region,
featuring a cargo pier with a capacity of 20 million tonnes per year.
About Sumo
Sumo is situated in the renowned Witbank coalfield in Middleburg, Mpumalanga province, South
Africa. Sumo has operated collieries since 1995 and has generated revenues of between
US$50-80 million per year over the last three years by conducting sales internationally and
locally. Sumo holds numerous thermal coal assets with a focus to achieve economies of scale in
future production, and as part of its growth strategy has formed independently operating
subsidiaries in the areas of exploration, drilling, mining, coal beneficiation, and marketing.
Neither the TSX Venture Exchange Inc. 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. The TSX Venture Exchange has not passed upon the merits of the
proposed transaction
Further Information
Further details about the proposed Transaction will be provided in a comprehensive press
release when the parties enter into a definitive agreement and in any management information
circular (the "Circular") to be prepared and filed in respect of the Transaction.
Investors are cautioned that, except as disclosed in the disclosure document to be 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 Giyani should be considered highly speculative.
If and when a definitive agreement is executed, Giyani will issue a subsequent press release in
accordance with the policies of the TSX-V containing the details of the definitive agreement and
additional terms of the Transaction including information relating to sponsorship, summary
financial information in respect of Sumo and Horizon, and other prescribed information.
On behalf of the Board of Directors of Giyani Gold Corp.
(signed) "Duane Parnham"
Duane Parnham, Executive Chairman
For further information:
Investor Contact
Luke Vigeant, Head of Communications
Giyani Gold Corp.
Tel: 1.905.844.1456 X237
Email: lvigeant@giyanigold.com
Forward Looking Statements
This news release contains certain statements that may be deemed "forward-looking
statements". Forward-looking statements are statements that are not historical facts and are
generally, but not always, identified by the words "expects", "plans", "anticipates", "believes",
"intends", "estimates", "projects", "potential" and similar expressions, or that events or
conditions "will", "would", "may", "could" or "should" occur. Although Giyani believes the
expectations expressed in such forward-looking statements are based on reasonable
assumptions, such statements are not guarantees of future performance and actual results may
differ materially from those in forward-looking statements. Forward-looking statements are
based on the beliefs, estimates and opinions of Giyani's management on the date the
statements are made. Except as required by law, Giyani undertakes no obligation to update
these forward-looking statements in the event that management's beliefs, estimates or opinions,
or other factors, should change.
18 August 2014
Sponsor
Sasfin Capital (a division of Sasfin Bank Limited)
Date: 18/08/2014 10:58:00 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 
