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GIYANI GOLD CORPORATION - Giyani signs et agreement with Crystal - continuance of halt in trad

Release Date: 03/12/2015 11:35
Code(s): GIY     PDF:  
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Giyani signs et agreement with Crystal - continuance of halt in trad

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 Extension Agreement with Crystal Capital and continuance of halt in
trade

OAKVILLE, ON November 20, 2015: Giyani Gold Corp. (TSXV: WDG) (“Giyani” or the "Company")
announces that further to its news release dated October 14, 2015, the Company and Crystal
Capital Wealth Corporation (“Crystal”) have amended the indicative letter of intent agreement
(the "Agreement") to extend the outside date for the proposed transaction pursuant to which
the Company would acquire all the issued and outstanding shares of Crystal by means of a
Reverse Takeover and Change of Business, to March 31, 2016. Concurrently with the execution
of the amendment letter, Crystal and the Company entered into a loan agreement pursuant to
which Crystal lent to the Company $35,000 (the "Loan"). The Loan bears interest at 3% per
annum. The Loan is repayable within 90 days of the date of termination of the indicative letter
of intent or, if Crystal and the Company enter into a definitive agreement in respect of the
proposed transaction, 90 days following the date of termination of the definitive agreement.

The indicative letter of intent agreement provides for the payment of a break fee of
USD$250,000 by Crystal to the Company if the letter of intent agreement is terminated in
certain circumstances. Any amount owing by the Company under the Loan will reduce the
break fee received by the Company accordingly.

The proposed terms outlined in the Agreement are subject to a number of conditions, including
the parties executing a binding definitive agreement with respect to the proposed 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 proposed transaction would close on or
about March 31, 2016. There can be no assurance that the proposed transaction will be
completed as proposed or at all. The common shares of Giyani have been halted since the
October 14, 2015 press release. 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.
In preparation for this proposed transaction, the Board has approved the sale of 19,400,000
shares of Canoe Mining Ventures Corp. to be used towards closing expenses.

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.




On behalf of the Board of Directors of Giyani Gold Corp.
Duane Parnham, Executive Chairman

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.



For further information:

Duane Parnham, Executive Chairman
Giyani Gold Corp.
Tel: 1.905.844.1456
Email: dparnham@giyanigold.com


Canada

Sponsor: Sasfin Capital (a division of Sasfin Bank Limited)

3 December 2015

Date: 03/12/2015 11:35:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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