Giyani Gold Corp. (TSX-V:WDG) (JSE:GIY) (NSX:GGC) is pleased to announce that it has entered into CAD$25 million equity subscription facility with Lambert Private Equity LLC a California-based private equity firm that selectively invests in public and private companies with long-term sustainable growth opportunities.

Duane Parnham, Executive Chairman of Giyani Gold, commented, “The funding to be provided under our agreement with Lambert ensures that we have the stability to continue evaluating growth opportunities and the financial strength to act on those that are most promising. Our relationship with Lambert will also protect and benefit our shareholders by providing dilution control and the flexibility for near-market pricing on future financings.”

In accordance with the Agreement, Lambert will commit up to a maximum of CAD$10,000,000 over a period of three years. And, at Giyani Gold’s discretion at any time over the next 5 years, Lambert’s commitment amount may be increased from CAD$10,000,000 to CAD$25,000,000 with all other terms and conditions of the Agreement remaining unchanged and with no additional fees or compensation due.

Subject to certain conditions, upon notice by Giyani Gold Lambert and associates of Lambert will subscribe for, and Giyani Gold will agree to issue and sell, units through a series of private placements. The purchase price per Unit for any given Private Placement will be equal to the greater of (i) 90% of the lowest daily volume-weighted average price of the common shares of Giyani Gold on the TSX Venture Exchange during the 15 trading days following Notice, or (ii) the lowest price permitted by the policies of the TSXV.

Each Unit will be comprised of one Share and one Share purchase warrant. Each Warrant will entitle the holder thereof to acquire one additional Share for a period of five years from the date of issuance of such Warrant at the lowest price permitted by the policies of the TSXV.

The number of Units to be subscribed for in each Private Placement will be determined by Giyani Gold in its sole discretion and will be set forth in the applicable Notice. To the extent that Lambert arranges eligible substituted purchasers for each Private Placement, its own obligation to subscribe for Units shall be reduced accordingly, subject to certain conditions.

The proceeds from each Private Placement will be used for general corporate and working capital purposes and may be used to evaluate and pursue strategic acquisitions. The Shares and Warrants underlying the Units issued pursuant to each Private Placement will be subject to a four-month hold period.

The Agreement also provides that Giyani Gold will pay Lambert a commitment fee, to be satisfied by the issuance to Lambert of such number of Shares as is equal to CAD$150,000 divided by the last closing price of the Shares on the TSXV prior to the date of the Agreement.

Prior to filing a Notice, Lambert may engage in purchases and sales of shares held for its own account as well as shares borrowed by Lambert from third parties, including insiders. The obligation to deliver any borrowed securities may be satisfied by delivery of shares subscribed for by Lambert pursuant to the Private Placement. With respect to Shares subscribed for under the Agreement, one or more existing shareholders of Giyani Gold, including insiders, may from time to time agree to exchange Shares owned by them that are not subject to resale restrictions with Shares acquired under a Private Placement that are subject to the customary resale restrictions. The existing shareholders who agree to loan shares, or agree to exchange shares which are not subject to resale restrictions, may be entitled to receive a portion of the warrants issued on the Private Placement pursuant to arrangements made by Lambert. The participation of each insider will be subject to the approval of the independent directors of Giyani Gold.

The Agreement and each Private Placement remain subject to receipt of regulatory approval from the TSXV. Giyani Gold will disseminate a press release describing the terms of each Private Placement upon the closing of each such Private Placement.

About Lambert Private Equity LLC

Lambert has no outside investors and is considered a private group run by its principals, similar to a merchant bank that invests its own capital and as such it is seeking capital appreciation through the identification and funding of growth companies. Lambert invests in exceptional management and companies with long-term sustainable growth opportunities with the potential to achieve significant milestones over a developmental period.