Giyani Metals Corp. (TSXV:EMM, GR:A2DUU8)
(
“Giyani” or the
“Company”),
developer of the K.Hill battery-grade manganese project in Botswana
(
“K.Hill” or the
“Project”) is
pleased to announce that on February 20, 2024 it closed the US$10
million investment by ARCH Sustainable Resources Fund LP
(
“ARCH”) announced on January 24, 2024
(“
Closing”). The Company and ARCH have satisfied
all necessary conditions precedent to Closing and US$10 million has
now been received by the Company.
The ARCH funding fulfils a key condition for
drawdown of the US$16 million convertible loan facilities (the
“IDC Facility”) secured by Giyani from the
Industrial Development Corporation (“IDC”) of
South Africa Limited and forms part of a larger aggregate US$26
million funding package to progress K.Hill to Final Investment
Decision (“FID”).
The IDC Facility remains subject to the approval
of the TSX Venture Exchange (the “TSXV”) and
satisfaction of certain other conditions customary for a
transaction of that nature.
Summary of the ARCH funding
package
The ARCH funding package consists of: (i) a
US$4.8 million (approximately C$6.4 million) offering of 54,835,235
units at C$0.117 per unit, with each unit consisting of one common
share (each, a “Share”) and one common share
purchase warrant (each, a “Warrant”) exercisable
at a price of C$0.225 per Warrant for five years (subject to
acceleration); and (ii) US$5.2 million for a 2% gross revenue
royalty which includes a 1% buy-back provision and an automatic
step-down by 0.5% after the earlier of: (i) 2.5Mt of battery grade
manganese (“HPMSM”) production, and (ii) 20 years
following the date of commencement of production of HPMSM or
manganese metal at a processing plant that is at least majority
owned by Giyani continuously during that period.
Following Closing, the Company will have
274,313,330 Shares issued and outstanding. The securities issued or
made issuable under the offering are subject to a four-month
Canadian statutory hold period and a further contractual escrow
with half of the Shares issued or made issuable escrowed for 12
months following Closing and the other half of the Shares issued or
made issuable are escrowed for 15 months following Closing. Without
the prior written approval of Giyani and the TSXV and the approval
of disinterested shareholders, ARCH shall not be entitled to
exercise Warrants to the extent that, after giving effect to such
exercise, ARCH would beneficially own in excess of 19.9% of the
issued and outstanding number of Shares of Giyani.
At Closing, the Company entered into an investor
rights agreement with ARCH pursuant to which ARCH will have certain
board nomination rights, equity subscription and top up rights and
a right of first offer for future royalty or stream financings of
the Company.
Giyani intends to use the net proceeds of the
ARCH funding package to progress K.Hill to FID, including an
Optimized Feasibility Study (“OFS”) for the
Project and completing the construction, commissioning, and
operation of the Company’s demonstration plant, as well as for
working capital and other general corporate purposes.
As consideration for services rendered to Giyani
in connection with the US$10 million ARCH funding, Giyani has
agreed to pay Hannam & Partners an aggregate cash fee of
US$219,250, approximately US$166,950 in respect of the financing
and approximately US$52,300 in respect of the royalty.
ARCH ESG Commitment
A core part of ARCH’s investment strategy is
focused on environmental, social and governance principles,
including:
- monitoring and
measuring environmental performance and implementing measures to
reduce environmental impacts;
- respecting the
rights, interests, customs and values of those who it interacts
with, engaging with impacted communities and seeking to demonstrate
a net positive impact resulting from operations; and
- being guided by
the principles established by applicable stock exchanges, aspiring
to meet the highest standards of ethical business practice and
seeking to integrate sustainable development into corporate
strategies.
Giyani, as a responsible battery metals
developer, is committed to strive for carbon neutrality as per the
Company's Environmental Policy and together with ARCH the Company
will continue to expand its carbon neutral vision and net-zero
strategy for the Project.
Board Appointments
Pursuant to the ARCH investor rights agreement,
Giyani welcomes the appointment of Alex Azpitarte to the Board of
Directors. Mr. Azpitarte has worked at ARCH since 2021. Prior to
this Mr Azpitarte spent seven years working in the engineering
industry, developing and managing power generation projects across
the USA, China and Mexico. Mr. Azpitarte holds a Masters in
Mechanical Engineering from the Illinois Institute of Technology in
Chicago and an MBA from London Business School.
Early Warning Disclosure by
ARCH
At Closing, ARCH was issued 54,835,235 Shares,
representing approximately 19.99% of Giyani’s issued and
outstanding Shares on the date hereof. ARCH was also issued
54,835,235 Warrants exercisable for 54,835,235 Shares subject to
the terms and conditions noted above.
The Shares were acquired for investment
purposes. ARCH has no current plans or intentions which relate to,
or would result in, acquiring additional securities of Giyani,
disposing of securities of Giyani, or any other actions described
in Item 5 of Form 62-103F1 Required Disclosure under the Early
Warning Requirements. ARCH may, depending on market and other
conditions, increase or decrease its beneficial ownership of or
control or direction over Giyani’s securities, whether in the open
market, by privately negotiated agreements or otherwise, subject
to a number of factors, including general market conditions and
other available investment and business opportunities.
Further to the requirements of National
Instrument 62-104 - Take-Over Bids and Issuer Bids and National
Instrument 62-103 -The Early Warning System and Related Take-Over
Bid and Insider Reporting Issues, ARCH will file an early warning
report which will be made available on SEDAR+ at www.sedarplus.ca.
Further information and a copy of the early warning report may be
obtained by contacting Robert Mason on behalf of ARCH at
rob@mason-law.ca.
About Giyani
Giyani’s mission is to become a sustainable,
low-carbon producer of battery materials for the electric vehicle
(“EV”) industry. The Company has developed a
hydrometallurgical process to produce HPMSM, a lithium-ion battery
cathode precursor material critical for EVs, directly from ore from
its manganese oxide deposits in Botswana. The Company’s assets
include K.Hill and the Otse and Lobatse manganese prospects.
Additional information and corporate documents
may be found on Giyani Metals Corp. website at www.giyanimetals.com
and copies of the material ARCH funding package documents have been
or will be posted to the Company’s profile on SEDAR+ at
www.sedarplus.com.
On behalf of the Board of Directors of Giyani
Metals Corp.
Danny Keating, President and CEOTel: +1 289 291
7632 dkeating@giyanimetals.com
Charles FitzRoy, Head of Corporate Development
& Strategycfitzroy@giyanimetals.com
Hannam & Partners (Financial Adviser)Andrew
Chubb / Franck Nganou Tel: +44 (0) 20 7907 8500
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 United States Securities Act of 1933, as
amended (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 news 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 Information
This news release contains “forward-looking
information” within the meaning of applicable Canadian securities
legislation. All statements in this news release, other than
statements of historical fact, that address events or developments
that Giyani expects to occur, are “forward-looking statements”.
Forward-looking statements are statements that are not historical
facts and are generally, but not always, identified by the words
“expects”, “does not expect”, “plans”, “anticipates”, “does not
anticipate”, “believes”, “intends”, “estimates”, “projects”,
“potential”, “scheduled”, “forecast”, “budget” and similar
expressions, or that events or conditions “will”, “would”, “may”,
“could”, “should” or “might” occur.
Such statements include without limitation:
drawdown of funds under the IDC Facility and the Company meeting
the conditions precedent related thereto, the development of K.Hill
to FID, completion of an OFS, construction, commissioning, and
operation of the Company’s demonstration plant or receipt of TSXV
approval for the transactions contemplated in this news release,
ARCH’s rights under the investor rights agreement and ESG-related
initiatives including development of a fully detailed net-zero
strategy for the Project.
All such forward-looking statements are based on
the opinions and estimates of the relevant management as of the
date such statements are made and are subject to certain
assumptions, important risk factors and uncertainties, many of
which are beyond Giyani’s ability to control or predict.
Forward-looking statements are necessarily based on estimates and
assumptions that are inherently subject to known and unknown risks,
uncertainties and other factors that may cause actual results,
level of activity, performance or achievements to be materially
different from those expressed or implied by such forward-looking
statements. In the case of Giyani, these facts include anticipated
operations in future periods, planned exploration and development
of its properties, and plans related to its business and other
matters that may occur in the future. This information relates to
analyses and other information that is based on expectations of
future performance and planned work programs.
Forward-looking information is subject to a
variety of known and unknown risks, uncertainties and other factors
which could cause actual events or results to differ from those
expressed or implied by the forward-looking information, including,
without limitation: inherent exploration hazards and risks; risks
related to exploration and development of natural resource
properties; uncertainty in Giyani’s ability to obtain funding;
commodity price fluctuations; recent market events and conditions;
risks related to the uncertainty of Mineral Resource calculations
and the inclusion of Inferred Mineral Resources in economic
estimation; risks related to governmental regulations; risks
related to obtaining necessary licences and permits; risks related
to Giyani’s business being subject to environmental laws and
regulations; risks related to the Company’s mineral properties
being subject to prior unregistered agreements, transfers, or
claims and other defects in title; risks relating to competition
from larger companies with greater financial and technical
resources; risks relating to the inability to meet financial
obligations under agreements to which they are a party; ability to
recruit and retain qualified personnel; and risks related to the
Company’s directors and officers becoming associated with other
natural resource companies which may give rise to conflicts of
interests. This list is not exhaustive of the factors that may
affect Giyani’s forward-looking information. Should one or more of
these risks and uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially
from those described in the forward-looking information or
statements.
Giyani’s forward-looking information is based on
the reasonable beliefs, expectations and opinions of the Company’s
respective management on the date the statements are made, and
Giyani does not assume any obligation to update forward looking
information if circumstances or management’s beliefs, expectations
or opinions change, except as required by law. For the reasons set
forth above, investors should not place undue reliance on
forward-looking information. For a complete discussion with respect
to Giyani and risks associated with forward-looking information and
forward-looking statements, please refer to Giyani’s Annual
Information Form, which is filed on SEDAR+ at
www.sedarplus.com.
Giyani Metals (TSXV:EMM)
過去 株価チャート
から 4 2024 まで 5 2024
Giyani Metals (TSXV:EMM)
過去 株価チャート
から 5 2023 まで 5 2024