OAKVILLE, ON, Oct. 13, 2015 /CNW/ - 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.
SOURCE Giyani Gold Corp.
For further information: Duane Parnham, Executive Chairman, Giyani Gold Corp., Tel: 1.905.844.1456 ext. 236