OAKVILLE, ON, Nov. 20, 2015 /CNW/ - 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.
SOURCE Giyani Gold Corp.
For further information: Duane Parnham, Executive Chairman, Giyani Gold Corp., Tel: 1.905.844.1456, Email: [email protected]