Giyani Metals arranges $3-million private placement

Executive Summary

• Giyani Metals Corp. announced a non‑brokered private placement of up to 50 million units at C$0.06 per unit, targeting gross proceeds of up to US$3 million.
• Proceeds will fund ongoing work streams, including the demo plant slated to produce high‑purity manganese sulphate monohydrate (HPMSM) in Q3 2025 and a definitive feasibility study expected in Q1 2026.
• The offering includes related‑party participation by directors/officers; it is structured as a “related party transaction” under MI 61‑101 with exemptions from formal valuation and minority‑shareholder approval requirements.

Key Details

• Placement Size & Price: Up to 50 million units at C$0.06 per unit (≈20% discount to last closing price).
• Unit Composition: Each unit = 1 common share + ½ common‑share purchase warrant.
• Warrant Terms: Warrants allow acquisition of one common share at C$0.085 for 36 months from closing.
• Gross Proceeds Target: Up to US$3 million (≈C$4.5 million).
• Finder’s Fees:
• Cash commission = 6% of gross proceeds attributable to each finder’s introduced investors.
• Additional non‑transferable common‑share purchase warrants equal to 6% of the units issued to those investors.
• Holding Period: Securities subject to a lock‑up of four months + one day under Canadian securities law (and any applicable foreign restrictions).
• Closing Conditions: Subject to regulatory approvals, including TSX Venture Exchange acceptance.
• Use of Proceeds: Support company work streams, activities and general working capital; specifically to fund demo plant commissioning, HPMSM production in Q3 2025, and the definitive feasibility study (DFS) due Q1 2026.
• Related‑Party Transaction: Directors and senior management expected to participate; transaction deemed related party under MI 61‑101 but exempt from formal valuation/minority approval because participation is not expected to exceed 25% of fair market value of market cap.
• Operational Updates:
• Demo plant (C5 commissioning) on track for first HPMSM production in Q3 2025.
• Learnings will feed into design optimisation and cost‑reduction for the commercial plant.
• DFS underway, targeted completion Q1 2026.
• Market Outlook: Anticipated rise in demand for battery‑grade manganese (HPMSM & HPMO) from 2028 onward due to EV and energy‑storage battery chemistry evolution.
• Qualified Person Statement: Jeffrey Peter Stevens, BSc (Chemical Engineering), PrEng, qualified under NI 43‑101, reviewed and approved technical content.

Notable Quotes

“We are pleased with the support shown thus far by new and existing investors… This financing will provide us with the flexibility and resources needed to capitalize on upcoming growth opportunities, including producing HPMSM from the demo plant this quarter, delivering the definitive feasibility study next year and positioning the company to progress towards project financing.” – Charles FitzRoy, President & CEO.