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DATED MAY 27, 2016

(Expressed in Canadian Dollars)2 Interim Management’s Discussion and Analysis – Quarterly Highlights March 31, 2016

The following Interim Management Discussion & Analysis (“Interim MD&A”) of Giyani Gold Corp. (the “Company” or “Giyani”) for the three months ended March 31, 2016 has been prepared to provide material updates to the business operations, liquidity and capital resources of the Company since its last annual management discussion & analysis, being the Management Discussion & Analysis (“Annual MD&A”) for the fiscal year ended December 31, 2015. This Interim MD&A does not provide a general update to the Annual MD&A, or reflect any non-material events since date of the Annual MD&A.

This Interim MD&A has been prepared in compliance with section 2.2.1 of Form 51-102F1, in accordance with National Instrument 51-102 – Continuous Disclosure Obligations. This discussion should be read in conjunction with the Company’s Annual MD&A, audited annual consolidated financial statements for the years ended December 31, 2015, and December 31, 2014, together with the notes thereto, and unaudited condensed interim consolidated financial statements for the three months ended March 31, 2016, together with the notes thereto. Results are reported in Canadian dollars, unless otherwise noted. The Company’s unaudited condensed interim consolidated financial statements and the financial information contained in this Interim MD&A are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board and interpretations of the IFRS Interpretations Committee. The unaudited condensed interim consolidated financial statements have been prepared in accordance with International Standard 34, Interim Financial Reporting. Accordingly, information contained herein is presented as of May 27, 2016, unless otherwise indicated.

For the purposes of preparing this Interim MD&A, management, in conjunction with the Board of Directors (the “Board”), considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of Giyani common shares; (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.

Additional information and corporate documents may be found on SEDAR, and the Giyani website

Company Overview

Giyani was incorporated under the Canada Business Corporations Act on July 26, 2007 and continued under the Business Corporations Act of British Columbia on August 4, 2010. The Company is engaged in the acquisition, exploration, evaluation and development of principally gold resource properties in South Africa and Canada. The Company’s primary focus is the development of the Rock Island Gold Project in South Africa and ongoing exploration for gold at its properties in Northern Ontario, Canada. The registered address is Suite 403 – 277 Lakeshore Road East, Oakville, Ontario, L6J 6J3.

The Company trades on the TSX Venture Exchange (“TSXV”) under the symbol “WDG”. The Company also trades on the AltX board of the Johannesburg Stock Exchange under the symbol “JSE” and on the Alternative Investment Board of the Namibian Stock Exchange under the symbol “GGC”. The Company is in the process of submitting applications to delist from the JSE and NSX.

Canoe Mining Ventures Corp. (“Canoe”) is, as of March 31, 2016, owned 39.1% by the Company, and its financial results are consolidated with the Company.


Management regularly monitors economic conditions and estimates their impact on the Company’s operations and incorporates these estimates in both short-term operating and longer-term strategic decisions. During the quarter, equity markets in Canada showed signs of improvement, with equities increasing significantly during this period. Strong equity markets are favourable conditions for completing a public merger, financing or acquisition transaction. Apart from these and the risk factors noted under the heading “Risk Factors”, management is not aware of any other trends, commitments, events or uncertainties that would have a material effect on the Company’s business, financial condition or results of operations. See “Risk Factors” below. 3 Interim Management’s Discussion and Analysis – Quarterly Highlights March 31, 2016


Giyani Gold Corp.

The Company’s primary objectives include evaluating prospective exploration and production acquisition properties in South Africa to support the Company’s strategic focus on Southern Africa. The Company continues to evaluate possible investment and business opportunities in various sectors, including but not limited to: mining, oil and gas, financial services, technology, and biotechnology.

The Company is in the process of submitting applications to delist from the JSE and the NSX.

Canoe Mining Ventures Corp.

Canoe intends to expand on its exploration programs on its Ontario properties. Additional funds will need to be raised to further advance the exploration program. The Company is currently reviewing its geological information and supplementary data to plan and initiate the exploration program.

Operational Highlights

Proposed Transaction

On October 14, 2015, the Company signed a letter of intent (“LOI”) with Crystal Capital Wealth Corporation (“Crystal”). The LOI proposes a transaction pursuant to which the Company would acquire all the issued and outstanding securities of Crystal by means of a Reverse Takeover and Change of Business (the “Transaction”).

On March 31, 2016, the Company and Crystal terminated the indicative LOI as it has expired. Under the terms of the Agreement, Giyani is entitled to and will pursue collecting the US$250,000 break fee. Crystal loaned the Company $35,000 which will be deducted from the break fee owing.

Corporate Update

During the three months ended March 31, 2016, Giyani continues to work towards recovering the funds owed to it by Corridor Mining Resources (“CMR”), its joint venture partner on the Giyani Gold Project, and is holding conversations relating to increasing Giyani’s ownership position in the region.

On April 6, 2016, Canoe and Wesdome Gold Mines Ltd. (“Wesdome”) announced that they had entered into a definitive agreement (the “Purchase Agreement”) whereby Wesdome has agreed to purchase from Canoe, a 100% interest in the Coldstream Property (“Coldstream”) and the Hamlin-Deaty Creek Property (“Hamlin”) (collectively, the “Properties”).

Terms of the Purchase Agreement

Pursuant to the terms and conditions of the Purchase Agreement, Wesdome will acquire the Properties from Canoe free from all liens, mortgages, charges, pledges, encumbrances or other burdens with all rights now or thereafter attached thereto (other than with respect to any royalties set forth in the Purchase Agreement). As consideration for the Properties, Wesdome shall pay or issue (as applicable) to Canoe the following at the closing of the acquisition:

(a) with respect to the purchase of the Coldstream portion of the Properties:

(i) an aggregate of $400,000 cash; and

(ii) 454,545 fully paid and non-assessable common shares in the capital of Wesdome; and

(b) with respect to the purchase of the Hamlin portion of the Properties, an aggregate of $100,000 cash.

The proposed transaction, including the issuance of the common shares by Wesdome, is subject to regulatory approval by the TSXV.

Giyani was in technical default of the provisions of NI 51-102 requiring the Company to file its audited annual consolidated financial statements for the years ended December 31, 2015 and 2014 and management discussion and analysis (“MD&A”) by March 30, 2016 resulting from its listing on the Johannesburg Stock Exchange (“JSE”). The Company remedied this default by filing its annual financial statements and MD&A on April 29, 2016. Further, Giyani was also in technical default by not filing its unaudited condensed interim consolidated financial Statements and MD&A for the three months ended March 31, 2016 45 days after the end of the first quarter. Giyani has now remedied this 4 Interim Management’s Discussion and Analysis – Quarterly Highlights March 31, 2016

default by filing the statements on May 27 2016. Giyani will be filing their Q2 statements on or before August 15, 2016, the due date under NI 51-102.

Exploration and Evaluation Update

Coldstream Property, Ontario (Canoe Mining Ventures Corp.)

The 6,410-hectare Coldstream Gold Property is located along the Trans-Canada Highway 115 km west of the City of Thunder Bay in north-western Ontario. The Coldstream project is situated within the Archean age Shebandowan Greenstone Belt (SGB) of the Wawa Subprovince, host to some of the largest precious (3 gold mines in Hemlo camp) and base metal (former Geco Cu-Zn-Ag and Winston Lake Zn-Cu-Ag mines; Shebandowan Ni-Cu-PGM Mine) deposits.

A National Instrument (“NI”) 43-101 resource estimate (763,276 ounces of gold ‘Inferred’ and 96,400 ounces of gold ‘Indicated’ as indicated in the table below) and a scoping metallurgical test work (96.1% gold recovery) on the OG Deposit (formerly known as the East Coldstream Deposit) have been completed. The NI 43-101 compliant resource estimation was carried out in 2011 by Wardrop, a Tetra Tech company (Tetra Tech), and the metallurgical study was completed by SGS Canada.

Summaries of the Resource Estimate Class