EARLY WARNING REPORT
PURSUANT TO NATIONAL INSTRUMENT 62-103
(1) Name and address of the offeror:
Giyani Gold Corp.
277 Lakeshore Road East
Oakville, Ontario L6J 6J3
(2) Designation and number or principal amount of securities and the offeror’s securityholding percentage in the class of securities of which the offeror acquired ownership or control in the transaction or occurrence giving rise to the obligation to file the news release and whether it was ownership or control that was acquired in those circumstances:
As a result of a security exchange agreement dated November 14, 2013 between Giyani Gold Corp. (“Giyani Gold”) and Canoe Mining Ventures Corp. (“Canoe”) (formerly known as C Level III Inc.), Giyani has acquired as of December 5, 2013, in the aggregate, ownership of 19,400,000 common shares in the capital of Canoe representing 57.7%of the common shares of Canoe.
(3) Designation and number or principal amount of securities and the offeror’s securityholding percentage in the class of securities immediately after the transaction or occurrence giving rise to obligation to file the news release:
Giyani Gold beneficially owns a total of 19,400,000 common shares representing 57.7%of Canoe’s total issued and outstanding common shares.
(4) Designation and number or principal amount of securities and the percentage of outstanding securities of the class of securities referred to in paragraph (3) over which
(i) the offeror, either alone or together with any joint actors, has ownership and control:
See items 2 and 3.
(ii) the offeror, either alone or together with any joint actors, has ownership but control is held by other persons or companies other than the offeror or any joint actor:
(iii) the offeror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership:
(5) Name of the market in which the transaction or occurrence that gave rise to the news release took place:
The common shares of Giyani were acquired pursuant to a security exchange agreement dated November 14, 2013 betweenGiyani Gold and Canoe and which transaction closed on December 5, 2013.
(6) The value, in Canadian dollars, of any consideration offered per security if the offeror acquired ownership of a security in the transaction or occurrence giving rise to the obligation to file a news release.
The common shares of Giyani were acquired at an average purchase price of $0.15.
(7) Purpose of the offeror and any joint actors in effecting the transaction or occurrence that gave rise to the news release, including any future intention to acquire ownership of, or control over, additional securities of the reporting issuer:
Giyani Gold acquired the Canoe common shares for investment purposes. GiyaniGoldmay acquire additional Canoe common shares or dispose of his existing Canoe common shares on the basis of his assessment of market conditions and in compliance with all applicable securities regulatory requirements. The common shares issued to Giyani are subject to Tier 2 Value Escrow, release restrictions.
(8) General nature and the material terms of any agreement, other than lending arrangements, with respect to securities of the reporting issuer entered into by the offeror, or any joint actor, and the issuer of the securities or any other entity in connection with the transaction or occurrence giving rise to the news release, including agreements with respect to the transaction, holding, disposition or voting of any of the securities:
(9) Names of any joint actors in connection with the disclosure required by this report:
No person acted jointly or in concert with Giyani Gold in connection with the disclosure required by this report.
(10) In the case of a transaction or occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, the nature and value of the consideration paid by the offeror:
(11) If applicable, a description of any change in any material fact set out in a previous report by the entity under the early warning requirements or Part 4 in respect of the reporting issuer’s securities:Not applicable.
(12) If applicable, a description of the exemption from securities legislation being relied on by the offeror and the facts supporting that reliance:
DATED at Oakville, Ontario this 12th day of December, 2013.
Giyani Gold Corp.
By: (signed) “R. Charles Allen”
R. Charles Allen, CEO