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Trading update and halt in trade
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”)
Giyani Gold Signs Letter of Intent with Crystal Capital Wealth Corporation and halt in trade
Oakville, Ontario – October 14, 2015: Giyani Gold Corp. (TSXV: WDG) ("Giyani") is pleased to
announce that it has entered into an indicative letter of intent agreement (the "Agreement") with Crystal
Capital Wealth Corporation ("Crystal") which outlines the general terms and conditions of a proposed
transaction pursuant to which Giyani would acquire all the issued and outstanding securities of Crystal by
means of a Reverse Takeover and Change of Business (the "Transaction").
Upon completion of the Transaction, Giyani will change its name and hold a 100% interest in Crystal. As
consideration, it is expected that common shares in the capital of Giyani will be issued to the
shareholders of Crystal.
The Transaction and the terms outlined in the Agreement are subject to a number of conditions, including
the parties executing a binding definitive agreement with respect to the Transaction, completion of due
diligence, TSX Venture Exchange (the "TSXV") approval, and receipt of all necessary regulatory and
shareholder approvals and the approval of a Sponsor under TSXV Policy 2.2, unless an exemption is
available therefrom. If all conditions are satisfied and a definitive agreement is executed, it is expected
that the Transaction would close on or about January 30, 2016. 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 an equity financing of up to CAD$5M will be
undertaken by Crystal, with a minimum of CAD$2M of this financing closing concurrently with 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 an arms length transaction and is expected to be structured as a Reverse Takeover
("RTO") pursuant to Policy 5.2 - of the TSXV. However, the legal structure for the Transaction will be
determined after the parties have considered all applicable tax, securities law, and accounting
efficiencies.
Duane Parnham, the Executive Chairman of Giyani, stated: “Crystal offers Giyani shareholders ownership
in a rapidly growing financial company early in its growth profile. We have reviewed many potential
transactions over the past year and I have every confidence that pursuing this opportunity with Crystal will
be rewarding for all stakeholders. It has been a pleasure to work with Crystal on the proposed
Transaction to date. As we work through the process, Giyani will share additional information on Crystal
and their businesses to our shareholders and provide information on the strategic and timely financial
services opportunity presented and their unique business model and cash flow projections.”
Giyani has requested that trading in the common shares of Giyani be 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 TSXV Policy 5.2 -
Change of Business and Reverse Takeovers.
About Crystal Capital
Crystal is an innovative, diversified financial services firm headquartered in Toronto, Canada, providing a
holistic suite of financial products and services that cater to clients from all walks of life and income levels.
Founded in its belief that Debt, Taxes, Inflation and Cash Flow are the biggest hazards to ensuring a
certain lifestyle in retirement, Crystal has integrated debt management services, investment services,
insurance, mortgage services and tax services under one roof for a 360-degree plan. This plan was
designed to help individuals and families meet or exceed their financial goals and expectations. Crystal
Capital is a newly incorporated company and any Management Information Circular and/or Filing
Statement for the transaction will only have audited financial statements from the date of incorporation to
a date prior to the date of the Management Information Circular and/or Filing Statement. For further
information, please visit http://www.crystalcapital.ca .
Completion of the transaction is subject to a number of conditions, including TSXV acceptance and
disinterested Shareholder approval. The transaction cannot close until the required Shareholder approval
is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Management Information Circular and/or Filing
Statement to be prepared in connection with the transaction, any information released or received with
respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the
securities of Giyani should be considered highly speculative.
On behalf of the Board of Directors of Giyani Gold Corp.
(signed) "Duane Parnham"
Duane Parnham, Executive Chairman
The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has
neither approved nor disapproved the contents of this press release.
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.
Canada
Sponsor: Sasfin Capital (a division of Sasfin Bank Limited)
3 December 2015
Date: 03/12/2015 11:32:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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