Giyani Gold announces non-brokered private placement

OAKVILLE, ON, Dec. 13, 2011 /CNW/ - Giyani Gold Corp. (TSXV: WDG) (the "Company") is pleased to announce it will be conducting a non-brokered private placement of up to 4 million common shares of the Company (the "Common Shares") for gross proceeds of up to $4.6 million. The offering (the "Offering") will consist of: (i) up to 2 million units (the "Units"), priced at $1.15 per Unit, each Unit consisting of one Common Share and one-half of one common share purchase warrant, with each whole warrant exercisable by the holder thereof at a price of $1.40 per Common Share for a period of 18 months from the date of issuance; and (ii) up to 2 million Common Shares issued on a flow-through basis pursuant to the Income Tax Act (Canada), priced at $1.15.

The Offering is being offered on a private placement basis to purchasers that qualify as "accredited investors" under applicable Canadian securities laws. Accordingly, the securities of the Company being issued pursuant to the Offering will be issued in reliance upon exemptions from the prospectus and registration requirements of applicable Canadian securities legislation and will be subject to a four-month plus a day hold period from the date of issuance.

Proceeds from the Offering will be used for exploration at the Company's properties and for general working capital purposes. Also, the Company will pay a finder's fee or commission of up to 7% in cash from the gross proceeds of the Offering to investment dealers or other persons permitted to receive the same under applicable Canadian securities laws. Insiders of Giyani will be participating in the Offering, and due to the participation of certain insiders, the Offering may qualify as a "related party transaction" pursuant to the rules of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on exemptions from both the formal valuation and minority approval requirements of MI 61-101 based on the exemption for the fair market value of the Offering being not more than 25% of the market capitalization of the Company.

The Company intends on providing notice to the TSX Venture Exchange with respect to the Offering as soon as reasonably practicable. The closing of the Offering is subject to certain customary conditions, including approval of the TSX Venture Exchange. The Offering is expected to close on or before December 30, 2011.

Giyani has also made substantial progress in terms of satisfying the conditional approval requirements of the TSX Venture Exchange for closing on the Scheffer interest associated with the Rock Island assets as announced on October 28, 2011. As such completion will be subsequent to December 31, 2011, the Company's management is in the process of seeking the consent of each of the subscribers of units to further extend the escrow release date of the proceeds of such financing to December 31, 2012.

All amounts in Canadian dollars.

Neither the 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 news release.

On behalf of the Board of
Giyani Gold Corp.,
"Duane Parnham"
Chairman

This news release contains forward-looking statements and factual information that are current as of the date the news release was originally delivered. When used in this presentation, words such as "may", "would", "could", "will", "expect", "anticipate", "estimate", "believe", "contemplate", "intend", "budget" "plan" and other similar expressions are intended to identify forward-looking statements. Forward-looking statements include, but are not limited to, statements with respect to the timing and amount of estimated future exploration, success of exploration activities, expenditures, permitting, and requirements for additional capital and access to data. Forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, risks related to actual results of current exploration activities; changes in project parameters as plans continue to be refined; the ability to enter into joint ventures or to acquire or dispose of properties; future prices of gold; fluctuations in currency markets; operating or technical difficulties in relation to the speculative nature of exploration and development; accidents, employee relations (including labour disputes) and other risks of the gold industry; ability to obtain financing; changes in costs and estimates associated with the Company's projects; legislative, political or economic developments in the jurisdictions in which the Company carries on business; requirements for additional capital; and regulatory restrictions including delays in obtaining governmental approvals. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or expected. The Company 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 required by applicable law.