/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
TORONTO, March 2, 2021 /CNW/ - Giyani
Metals Corp. (TSXV: EMM) (GR: A2DUU8) ("Giyani" or
the "Company") is pleased to announce that it has entered
into an agreement with Cormark Securities Inc. ("Cormark") on
behalf of a syndicate of underwriters co-led by Beacon Securities
Limited (together with Cormark, the "Co-Lead Underwriters")
(collectively, the "Underwriters") pursuant to which the
Underwriters have agreed to purchase 14,710,000 units (the
"Units") from the treasury of the Company, at a price of
$0.68 per Unit for total gross
proceeds to the Company 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 $1.00 per Common Share for a period of 18 months
after the closing of the Offering.
In addition, the Company 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
March 24, 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 Metals Corp. is a mineral resource company focused on the
development of its K.Hill, Lobatse & Otse manganese oxide
projects in the Kanye Basin, Botswana, Africa. The Company's flagship K.Hill project
is a near-surface deposit currently going through a feasibility
study to produce high-purity electrolytic manganese metal and
manganese sulphate, both key cathode ingredients for batteries in
the expanding EV market.
Additional information and corporate documents may be found on
www.sedar.com and on Giyani Metals Corp.
Website: https://giyanimetals.com/.
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 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.
GIYANI METALS CORP.
www.giyanimetals.com TSXV:EMM
SOURCE Giyani Metals Corp.