Giyani Completes Shares for Debt Settlement

OAKVILLE, ON, June 12, 2015 /CNW/ - Giyani Gold Corp. (TSXV: WDG, JSE:GIY) ("Giyani") announces that further to its news release dated May 29, 2015, it has extinguished a total of $147,028.59 of debt relating to consulting fees and service fees to certain arm's length and non-arm's-length parties by issuing an aggregate of 1,837,857 common shares of Giyani at a deemed price of $0.08 per share (the "Debt Settlement"). The actual debt settlement has been reduced from the previously announced amount of  $367,143.12.

As part of the Debt Settlement, an aggregate of 1,775,358 common shares were issued to settle $142,028.60 of outstanding debt owed, directly or indirectly, to certain directors and senior officers of Giyani (collectively, the "Related Parties"). The participation of each of the Related Parties in the Debt Settlement is considered a "related party transaction" under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Giyani is relying on Sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, for exemptions from the formal valuation and minority approval requirements under MI 61-101, as neither the fair market value of the common shares to be issued to the Related Parties nor the amount of debt to be settled pursuant thereto exceeds 25% of Giyani's market capitalization.

All common shares issued pursuant to the Debt Settlement will be subject to a hold period of four months and one day from their date of issuance and as such are restricted from trading until October 10, 2015.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

On Behalf of the Board of Directors of Giyani,
Duane Parnham, Executive Chairman

Forward Looking Statements
This news release includes certain forward-looking statements or information. All statements other than statements of historical fact included in this release or other future plans, objectives or expectations of Giyani are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from Giyani's plans or expectations include risks relating to the actual results of current exploration activities, fluctuating gold prices, possibility of equipment breakdowns and delays, exploration cost overruns, availability of capital and financing, general economic, market or business conditions, regulatory changes, timeliness of government or regulatory approvals and other risks detailed herein and from time to time in the filings made by Giyani with securities regulators. Giyani expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise except as otherwise required by applicable securities legislation.

SOURCE Giyani Gold Corp.

please contact: Luke Vigeant, Head of Communications, Giyani Gold Corp., Tel: [phone], Email: [email protected]