OAKVILLE, ON, June 11, 2014 /CNW/ - Giyani Gold Corp.
(TSXV: WDG, JSE: GIY, NSX: GGC) ("Giyani Gold") is
pleased to announce that it has entered into CAD$25 million equity subscription facility (the
"Agreement") with Lambert Private Equity LLC
("Lambert"), a California-based private equity firm that
selectively invests in public and private companies with long-term
sustainable growth opportunities.
Duane Parnham, Executive Chairman
of Giyani Gold, commented, "The funding to be provided under our
agreement with Lambert ensures that we have the stability to
continue evaluating growth opportunities and the financial strength
to act on those that are most promising. Our relationship with
Lambert will also protect and benefit our shareholders by providing
dilution control and the flexibility for near-market pricing on
future financings."
In accordance with the Agreement, Lambert will commit up to a
maximum of CAD$10,000,000 over a
period of three years. And, at Giyani Gold's discretion at any time
over the next 5 years, Lambert's commitment amount may be increased
from CAD$10,000,000 to CAD$25,000,000 with all other terms and
conditions of the Agreement remaining unchanged and with no
additional fees or compensation due.
Subject to certain conditions, upon notice by Giyani Gold
("Notice"), Lambert and associates of Lambert will subscribe
for, and Giyani Gold will agree to issue and sell, units
("Units") through a series of private placements (each, a
"Private Placement"). The purchase price per Unit for any
given Private Placement will be equal to the greater of (i) 90% of
the lowest daily volume-weighted average price of the common shares
of Giyani Gold (each, a "Share") on the TSX Venture Exchange
(the "TSXV") during the 15 trading days following Notice, or
(ii) the lowest price permitted by the policies of the TSXV.
Each Unit will be comprised of one Share and one Share purchase
warrant (each, a "Warrant"). Each Warrant will entitle the
holder thereof to acquire one additional Share for a period of five
years from the date of issuance of such Warrant at the lowest price
permitted by the policies of the TSXV.
The number of Units to be subscribed for in each Private
Placement will be determined by Giyani Gold in its sole discretion
and will be set forth in the applicable Notice. To the extent that
Lambert arranges eligible substituted purchasers for each Private
Placement, its own obligation to subscribe for Units shall be
reduced accordingly, subject to certain conditions.
The proceeds from each Private Placement will be used for
general corporate and working capital purposes and may be used to
evaluate and pursue strategic acquisitions. The Shares and Warrants
underlying the Units issued pursuant to each Private Placement will
be subject to a four-month hold period.
The Agreement also provides that Giyani Gold will pay Lambert a
commitment fee, to be satisfied by the issuance to Lambert of such
number of Shares as is equal to CAD$150,000 divided by the last closing price of
the Shares on the TSXV prior to the date of the Agreement.
Prior to filing a Notice, Lambert may engage in purchases and
sales of shares held for its own account as well as shares borrowed
by Lambert from third parties, including insiders. The obligation
to deliver any borrowed securities may be satisfied by delivery of
shares subscribed for by Lambert pursuant to the Private Placement.
With respect to Shares subscribed for under the Agreement, one or
more existing shareholders of Giyani Gold, including insiders, may
from time to time agree to exchange Shares owned by them that are
not subject to resale restrictions with Shares acquired under a
Private Placement that are subject to the customary resale
restrictions. The existing shareholders who agree to loan shares,
or agree to exchange shares which are not subject to resale
restrictions, may be entitled to receive a portion of the warrants
issued on the Private Placement pursuant to arrangements made by
Lambert. The participation of each insider will be subject to the
approval of the independent directors of Giyani Gold.
The Agreement and each Private Placement remain subject to
receipt of regulatory approval from the TSXV. Giyani Gold will
disseminate a press release describing the terms of each Private
Placement upon the closing of each such Private Placement.
Correction from Source: Stock Options
Giyani Gold
would like to correct the erroneously stated number of stock
options granted in its press release issued on March 5, 2014. The amount of stock options
granted was incorrectly stated as 2,000,000. Giyani Gold would like
to clarify that the correct number of stock options granted was
2,150,000.
About Lambert Private Equity LLC
Lambert has no
outside investors and is considered a private group run by its
principals, similar to a merchant bank that invests its own capital
and as such it is seeking capital appreciation through the
identification and funding of growth companies. Lambert invests in
exceptional management and companies with long-term sustainable
growth opportunities with the potential to achieve significant
milestones over a developmental period. Additional information on
Lambert can be found on the Lambert website at
www.lambertfunds.com.
Additional information and corporate documents can be found on
the Giyani Gold website at www.giyanigold.com, and under Giyani
Gold's SEDAR profile at www.sedar.com
On behalf of the board of directors of Giyani Gold Corp.
(signed) "Duane Parnham"
Duane
Parnham, Executive Chairman
Cautionary Statements
Neither the TSXV nor its
Regulation Services Provider (as that term is defined in the
policies of the TSXV) accepts responsibility for the adequacy or
accuracy of this news release.
This news release contains certain forward-looking statements,
including those relating to, among other matters, the number,
timing and value of Private Placements and any insider
participation therein, the status of regulatory approval of the
Agreement, exploration at the Giyani Gold Project, and potential
acquisitions. All statements other than statements of historical
fact included in this news release are forward-looking statements
that involve various risks and uncertainties. There can be no
assurance that such statements will prove to be accurate, and
actual results and future events could differ materially from those
anticipated in such statements. Important factors that could cause
actual results to differ materially from Giyani Gold's plans or
expectations include fluctuating gold prices, the availability of
capital and financing on terms favourable to Giyani Gold or at all,
general economic, market or business conditions, regulatory
changes, timeliness of government or regulatory approvals, and
other risks detailed herein and in the filings made by Giyani Gold
with securities regulators. Forward-looking statements made herein
are based on management's assumptions that, among other things,
Giyani Gold's business prospects and opportunities will be
available as presently contemplated or at all, the Agreement will
not be terminated in accordance with its terms, financing will
continue to be available to Giyani Gold on the terms contemplated
in the Agreement, and all necessary regulatory approvals will be
obtained in a timely manner. Giyani Gold expressly disclaims any
intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as required by applicable securities
legislation.
SOURCE Giyani Gold Corp.