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Material change report
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”)
FORM 51–102F3
MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
Giyani Gold Corp.
277 Lakeshore Road East, Suite 403
Oakville, Ontario
L6J 6J3
(“Giyani” or the “Company”)
Item 2 Date of Material Change
June 9, 2015 (the “Closing Date”)
Item 3 News Release
A news release dated June 12, 2015 was issued and disseminated through the CNW news service
and filed on SEDAR.
Item 4 Summary of Material Change
The Company announced the closing of a series of shares for debt transactions (the “Debt
Settlement”) to settle a total of $147,028.59 in debt relating to consulting and service fees owed
to certain arm’s length and non-arm’s length parties to Company through the issuance of an
aggregate number of 1,837,857 common shares of the Company (each, a “Common Share”) at
deemed price of $0.08 per share.
Item 5 Full Description of Material Change
5.1 Full Description of Material Change
As further detailed in the Company’s news release dated June 12, 2015, the Company settled a
total of $147,028.59 in debt relating to consulting and service fees owed to certain arm’s length
and non-arm’s length parties to Company through the issuance of an aggregate number of
1,837,857 Common Shares at deemed price of $0.08 per share.
As part of the Debt Settlement, the following insiders of the Company (collectively, the
“Related Parties”) were issued Common Shares in the following amounts:
(i) Mr. Duane Parnham, the Executive Chairman of the Company, acquired direct
beneficial ownership of 375,000 Common Shares, which represents an acquisition of
an additional 0.59% of the Company’s issued and outstanding common shares on an
undiluted basis. Mr. Parnham now has beneficial ownership of, or control and
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direction over, a total of 7,163,907 common shares of the Company, which represents
11.32% of the Company’s issued and outstanding common shares, on an undiluted
basis, following completion of the Debt Settlement;
(ii) Mr. Scott Kelly, a director of the Company, acquired direct beneficial ownership of
210,417 Common Shares and indirect beneficial ownership of an additional 183,691
Common Shares through his management company, Cabrana Capital Advisors Inc.,
collectively representing an acquisition of an additional 0.62% of the Company’s
issued and outstanding common shares on an undiluted basis. Mr. Kelly now has
beneficial ownership of, or control and direction over, a total of 419,108 common
shares of the Company, which represents 0.66% of the Company’s issued and
outstanding common shares, on an undiluted basis, following completion of the Debt
Settlement;
(iii) Mr. Mark Frewin, a director of the Company, acquired direct beneficial ownership of
281,250 Common Shares, which represents an acquisition of 0.44% of the
Company’s issued and outstanding common shares on an undiluted basis. Mr. Frewin
now has beneficial ownership of, or control and direction over, a total of 281,250
common shares of the Company, which represents 0.44% of the Company’s issued
and outstanding common shares, on an undiluted basis, following completion of the
Debt Settlement;
(iv) Mr. Roger Laine, a director of the Company, acquired direct beneficial ownership of
225,000 Common Shares, which represents an acquisition of an additional 0.36% of
the Company’s issued and outstanding common shares on an undiluted basis. Mr.
Laine now has beneficial ownership of, or control and direction over, a total of
550,250 common shares of the Company, which represents 0.87% of the Company’s
issued and outstanding common shares, on an undiluted basis, following completion
of the Debt Settlement; and
(v) Mr. Ron Reed, the Chief Financial Officer of the Company, acquired indirect
beneficial ownership of 218,750 Common Shares through his wholly owned
management company, Growth Consulting Ltd., which represents an acquisition of an
additional 0.35% of the Company’s issued and outstanding common shares on an
undiluted basis. Mr. Reed now has beneficial ownership of, or control and direction
over, a total of 263,250 common shares of the Company, which represents 0.42% of
the Company’s issued and outstanding common shares, on an undiluted basis,
following completion of the Debt Settlement.
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”). The Company relied upon 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 issued to
the Related Parties nor the amount of debt settled pursuant thereto exceeded 25% of the
Company’s market capitalization.
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The Common Shares issued pursuant to the Debt Settlement were distributed in reliance on the
prospectus exemption under Section 2.14 (Securities for debt) of National Instrument 45-106
Prospectus Exemptions.
The Company’s board of directors considered and unanimously approved the Debt Settlement,
with each of the Related Parties who are directors abstaining from voting on the resolutions in
respect thereof.
The Common Shares are subject to a four-month plus one-day hold period from the Closing
Date, expiring on October 10, 2015, pursuant to securities legislation and the policies of the TSX
Venture Exchange (the “Exchange”). The Debt Settlement remains subject to the final approval
of the Exchange.
Prior Valuations
No prior valuations have been prepared in the 24 months preceding the date of this material
change report that relate to the subject matter of, or is otherwise relevant to, the Debt Settlement.
5.2 Disclosure for Restructuring Transactions
Not applicable.
Item 6 Reliance on subsection 7.1(2) of National Instrument 51–102
Not applicable.
Item 7 Omitted Information
Not applicable.
Item 8 Executive Officer
Duane Parnham
Executive Chairman
Tel.: 905-844-1456
Item 9 Date of Report
June 22, 2015
Sponsor: Sasfin Capital (a division of Sasfin Bank Limited)
24 June 2015
Date: 24/06/2015 08:33:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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