/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
TORONTO, Nov. 9, 2021 /CNW/ - Giyani Metals Corp. (TSXV:
EMM) (GR: A2DUU8) ("Giyani" or the "Corporation") is
pleased to announce that it has entered into an agreement with
Cormark Securities Inc. and Beacon Securities Limited (the
"Co-Lead Underwriters") pursuant to which the Co-Lead
Underwriters have agreed to purchase 22,727,300 units (the
"Units") from the treasury of the Corporation, at a price of
$0.44 per Unit for total gross
proceeds to the Corporation of approximately $10 million (the "Offering").
Each Unit will consist of one common share of the Company (a
"Common Share") and one-half of one common share purchase
warrant of the Company (each whole common share purchase warrant, a
"Warrant"). Each Warrant will entitle the holder thereof to
acquire one Common Share from the Company at a price of
$0.60 per Common Share for a period
of 24 months after the closing of the Offering.
In addition, the Corporation has granted the Underwriters an
option (the "Over-Allotment Option") to purchase up to an
additional 15% of the Units of the Offering on the same terms
exercisable at any time up to 30 days following the closing of the
Offering, for market stabilization purposes and to cover
over-allotments, if any.
The net proceeds of the Offering shall be used for the
advancement of the Company's K.Hill Project, working capital and
general corporate purposes.
Closing of the Offering is expected to occur on or about
November 30, 2021 and is subject to
certain conditions including, but not limited to, the receipt of
all necessary corporate and regulatory approvals, including the
approval of the TSX Venture Exchange and the applicable securities
regulatory authorities.
The Units to be issued under the Offering will be offered by way
of a short form prospectus in filed in each of the provinces of
Canada, excluding Quebec, and may be offered in the United States on a private placement basis
pursuant to an exemption from the registration requirements of the
United States Securities Act of 1933, as amended (the "U.S.
Securities Act"), and applicable state securities laws, and in
jurisdictions outside of Canada
and the United States, in each
case in accordance with all applicable laws provided that no
prospectus, registration statement or similar document is required
to be filed in such jurisdiction.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. This press release
does not constitute an offer of securities for sale in the United States. The securities being
offered have not been, nor will they be, registered under the U.S.
Securities Act, and such securities may not be offered or sold
within the United States absent
registration under U.S. federal and state securities laws or an
applicable exemption from such U.S. registration requirements.
About Giyani Metals Corp.
Giyani is a mineral resource company focused on becoming one of
Africa's first low-carbon
producers of high-purity electrolytic manganese precursor
materials, used by battery manufacturers for the expanding electric
vehicle market, through the advancement of its manganese assets in
the Kanye Basin in south-eastern Botswana (the "Kanye Basin Prospects"),
through its wholly-owned Botswana
subsidiary Menzi Battery (Pty) Limited. The Company's Kanye Basin
Prospects consist of 10 prospecting licenses and include the past
producing Kgwakgwe Hill mine and project, referred to as the K.Hill
Project, the Otse manganese prospect and the Lobatse manganese
prospect, all of which have seen historical mining activities.
The Company is currently undertaking a feasibility study on the
K.Hill Project, following an updated PEA announced on April 12, 2021 with a post-tax NPV of
USD332 million and post-tax IRR of
80%, based on a current development plan to produce around 0.89 Mt
of high-purity manganese sulphate monohydrate over a 10 year
project life. The PEA did not include any production from the B
Horizon, the K.Hill Extension or the Otse or Lobatse prospects.
Additional information and corporate documents may be found on
www.sedar.com and on Giyani Metals Corp. website at
https://giyanimetals.com/
Qualified Persons / NI 43-101 Disclosures
Mr. Luhann Theron, MSc., Pr.Sci.Nat. 400184/15, of Lambda Tau is
registered with the SACNASP. Mr. Theron is currently at site and is
a qualified person, as defined by National Instrument 43-101. Mr.
Theron is the Chief Geologist for the Company and has reviewed and
approved the scientific and technical content contained in this
press release but is not independent for the purposes of NI
43-101.
On behalf of the Board of Directors of Giyani Metals Corp.
Robin Birchall, CEO
Neither the TSX Venture Exchange (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.
The securities described herein have not been registered
under the United States Securities Act of 1933, as amended (the
"U.S. Securities Act"), or any state securities laws, and
accordingly, may not be offered or sold to, or for the account or
benefit of, persons in the United
States or "U.S. persons," as such term is defined in
Regulation S promulgated under the U.S. Securities Act ("U.S.
Persons"), except in compliance with the registration requirements
of the U.S. Securities Act and applicable state securities
requirements or pursuant to exemptions therefrom. This press
release does not constitute an offer to sell or a solicitation of
an offer to buy any of the Company's securities to, or for the
account of benefit of, persons in the
United States or U.S. Persons.
FORWARD-LOOKING STATEMENTS
Certain information contained in this news release may be
deemed "forward-looking" within the meaning of applicable
securities laws. Forward-looking statements and information in this
press release include statements and information related to the
completion of the Offering. Any statements that express or involve
discussions with respect to predictions, expectations, beliefs,
plans, projections, objectives, assumptions or future events or
performance (often, but not always, using words or phrases such as
"expects" or "does not expect", "is expected", "anticipates" or
"does not anticipate", "plans", "estimates" or "intends", or
stating that certain actions, events or results "may", "could",
"would", "might" or "will" be taken, occur or be achieved) are not
statements of historical fact and may be forward-looking
statements. Forward-looking statements are subject to a variety of
risks and uncertainties which could cause actual events or results
to differ materially from those expressed in the forward-looking
statements and information. They include, among others, the receipt
of regulatory and stock exchange approvals, compliance with
contractual terms, the outbreak of an infectious disease, the
accuracy of mineral resource estimates and related assumptions,
inherent operating risks and those risk factors identified in the
Company's most recent Annual Information Form prepared and filed
with securities regulators which is available on SEDAR at
www.sedar.com under the Company's name.
There are no assurances the Company can fulfil
forward-looking statements and information. Such forward-looking
statements and information are only predictions based on current
information available to management as of the date that such
predictions are made; actual events or results may differ
materially as a result of risks facing the Company, some of which
are beyond the Company's control. Although the Company believes
that any forward-looking statements and information contained in
this press release is based on reasonable assumptions, readers
cannot be assured that actual outcomes or results will be
consistent with such statements. Accordingly, readers should not
place undue reliance on forward-looking statements and
information.
The Company expressly disclaims any intention or obligation
to update or revise any forward-looking statements and information,
whether as a result of new information, events or otherwise, except
as required by applicable securities laws. The information
contained in this release is not investment or financial product
advice.
SOURCE Giyani Metals Corp.