/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.