Giyani Metals arranges $3-million private placement

Mr. Charles FitzRoy reports GIYANI ANNOUNCES NON-BROKERED PRIVATE PLACEMENT Giyani Metals Corp. has arranged a non-brokered private placement of up to 50 million units at a price of six cents per unit to raise aggregate gross proceeds of up to $3-million. Each unit will comprise one common share in the capital of the company and one-half of one common share purchase warrant of the company. Each warrant shall entitle the holder thereof to acquire one common share at a price of 8.5 cents per common share for a period of 36 months from the closing date of the offering. The company expects to pay finders' fees in connection with the offering to certain eligible finders in the form of: (i) a cash commission of 6.0 per cent of the gross proceeds raised under the offering from investors introduced to the company by the finder; and (ii) the issuance of such number of non-transferable common share purchase warrants of the company equal to 6.0 per cent of the units issued under the offering from investors introduced to the company by the finder. All securities issued or made issuable pursuant to the offering will be subject to a hold period of four months plus one day from the date of issuance under applicable Canadian securities laws in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada. Closing of the offering is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the TSX Venture Exchange. Highlights: Non-brokered private placement of up to 50 million units at a price of six cents per unit for aggregate gross proceeds of up to $3-million; The proceeds of the offering will continue to support company work streams, activities and general working capital; The issue price represents a 20-per-cent discount to the most recent closing price of the common shares; The company is in continuing discussions with offtakers for battery-grade manganese products, including high-purity manganese oxide (HPMO) and high-purity manganese sulphate monohydrate (HPMSM); The demo plant is currently on track to produce HPMSM in Q3 2025; The definitive feasibility study remains on track for completion in Q1 2026; Members of the board and senior management are expected to participate in the offering. As a result of the expected participation in the offering by certain directors and officers of the company, the offering is expected to be a related party transaction subject to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company expects to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that participation in the offering by such directors and officers is not expected to exceed 25 per cent of the fair market value of the company's market capitalization. Charles FitzRoy, president and chief executive officer of the company, commented: "We are pleased with the support shown thus far by new and existing investors, which reflects confidence in our long-term strategy to deliver sustainable, low-carbon, high-purity, battery-grade manganese products for the EV [electric vehicle] and ESS [energy storage system] industries. "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." Demo plant commissioning and production update The production ramp-up phase (C5 commissioning) continues to advance, and the team continues to work progressively toward first production of HPMSM in Q3 2025. The learnings from the demo plant will support further optimization of the anticipated design and engineering and the process flow sheet, which aims to reduce the commercial plant's operating cost and carbon profile. The inputs from the demo plant operations will be used in the definitive feasibility study, which is currently under way and expected to be completed in Q1 2026. Manganese market The demand for manganese is set to rise significantly, driven by advancements in battery technologies that increasingly favour higher manganese content owing to its stabilizing properties. From 2028 onward, new battery chemistries being developed will require greater quantities of high-purity manganese sulphate monohydrate (HPMSM) and high-purity manganese oxide (HPMO) as critical inputs. This shift in demand is largely attributed to the growing adoption of electric vehicles and energy storage solutions, both of which rely on next-generation batteries with enhanced performance and safety profiles. Giyani is uniquely positioned to capitalize on this market evolution. The company benefits from assets located in a supportive jurisdiction, enabling it to align its project timelines with the anticipated surge in demand for HPMSM and HPMO. Qualified person/National Instrument 43-101 disclosures An NI 43-101 technical report, including results of the preliminary economic assessment and the mineral resource estimate can be found on SEDAR+ and has been made available on the company's website. Jeffrey Peter Stevens, BSc (chemical engineering), PrEng, is a qualified person, as defined by NI 43-101. Mr. Stevens is assisting the company for DFS compliance with NI 43-101 and has reviewed and approved the scientific and technical content contained in this news release and is independent of the issuer for the purposes of NI 43-101. About Giyani Metals Corp. Giyani is focused on becoming a preferred Western-world producer of sustainable, low-carbon, high-purity, battery-grade manganese for the EV and ESS industry. The company has developed a proprietary hydrometallurgical process to produce battery-grade manganese (HPMSM and HPMO), a lithium-ion battery cathode precursor material critical for EVs and ESSs. We seek Safe Harbor.