Qualified Investor Presentation – July 2013

QUALIFIED INVESTOR PRESENTATION

THIS PRESENTATION IS BEING SUPPLIED TO YOU SOLELY FOR YOUR INFORMATION AND

MAY NOT BE REPRODUCED, FURTHER DISTRIBUTED TO ANY OTHER PERSON OR

PUBLISHED IN WHOLE OR IN PART, FOR ANY PURPOSE

Qualified Investor Presentation – July 2013

Certain statements included in this presentation constitute forward-looking statements or forward-looking information under applicable securities legislation. Such forward-looking statements or information are provided for the purpose of providing information about management's current expectations and plans relating to the future. No independent third party has reviewed the reasonableness of any such statements, estimates or assumptions. No member of the C Level III Inc. (“C Level”) or Giyani Gold Corp. (“Giyani Gold”) management represents or warrants that such forward-looking statements will be achieved or will prove to be correct. Actual future results and operations could vary materially from the forward-looking statements. Similarly, no representation or warranty is made that the assumptions on which the forward-looking statements are based may be reasonable. No audit, review or verification has been undertaken by C Level or Giyani Gold or an independent third party of the assumptions, data, results, calculations and forecasts presented or referred to herein. Readers are cautioned that reliance on such information may not be appropriate for other purposes, such as making investment decisions. The recipient acknowledges that neither it nor C Level or Giyani Gold intends that C Level or Giyani Gold act or be responsible as a fiduciary to the recipient, its management, stockholders, creditors or any other person. Forward-looking statements include all disclosure regarding possible events, conditions or results of operations that is based on assumptions about future economic conditions and courses of action. Forward looking statements may also include any statement relating to future events, conditions or circumstances. C Level and Giyani Gold caution you not to place undue reliance upon any such forward-looking statements, which speak only as of the date they are made. Forward-looking statements or information typically contain statements with words such as "anticipate", "believe", "expect", "intend", or similar words suggesting future outcomes or statements regarding an outlook. Forward-looking statements or information in this presentation include, but are not limited to, statements or information with respect to: business strategy and objectives; development of the company's properties; capital expenditures; revenue; operating and other costs. Forward-looking statements or information are based on current expectations, estimates and projections that involve a number of risks and uncertainties which could cause actual results to differ materially from those anticipated by the company and described in the forward-looking statements or information. These risks and uncertainties which may cause actual results to differ materially from the forward-looking statements or information include, among other things: the ability of management to execute its business plan; general economic and business conditions; uncertainties as to the availability and cost of financing; and financial risks affecting the value of C Level’s investments. Readers are cautioned that the foregoing list is not exhaustive of all possible risks and uncertainties. The forward-looking statements or information contained in this presentation are made as of the date hereof and C Level and Giyani Gold undertake no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise unless required by applicable securities laws. The forward looking statements or information contained in this presentation are expressly qualified by this cautionary statement.

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Technical Expertise Geological team with notable

discoveries & exploration success

Managerial and Board Expertise Proven track record of returning large

shareholder value on exploration projects

Potential for Strategic Acquisitions Current market conditions have strong exploration

projects underfunded and undervalued. CLV is ideally suited to identify and acquire these projects.

Access to Financial and

Communications Networks Networks with confidence in management

Strong Flagship Project Poised for exploration success in a

gold producing region

Duane Parnham Mr. Parnham has generated over $1.3 Billion in Shareholder Value

and has handpicked the CLV team

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2004 to 2010 2007 to 2011 2010 to Present 2013 to Present

Duane Parnham - Current Chairman of Giyani Gold Corp. • Mr. Parnham has a history of building companies that:

– Acquire undervalued and underexplored properties

– Strengthen property value by applying managerial and technical expertise

– Are acquired with tremendous value to early shareholders

As the Former Chairman of UNX Energy Corp. Mr. Parnham:

• Executed a $730 Million dollar deal in 2011 for $6.17 a share. – Share price rose from $0.16 to $6.17 in under 2 years under the direction of Mr.Parnham

As the Former Chairman of Forsys Metals Corp. Mr. Parnham:

• Signed a $579 Million dollar deal in 2008 for $7.00 share – Share price rose from $0.66 to $10.20 from December 9, 2005 to March 23, 2007

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Iron Lake Gold Project (Previously Referred to as the Abbie Lake-Keating Gold Project)

Property of Merit for Qualifying Transaction

– 100% interest

– 24 claims & leased properties over 11,500 Hectares

• Abbie Lake

• Abbie Lake North

• Keating

• Emerald

• Killins

– NI 43-101 report complete

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Skead Gold Property • 100% interest • 15 claims over 972 Hectares

Baska-Eldorado Rare Earth Elements Property • 100% interest • 3 claims over 14,000 Hectares

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• Ideal environment for Hemlo andTimmins style gold discovery

• Located 20km from Mishi Pit(Wesdome gold mine)– 1.3 Million ounces of Production to date

– Open Pit and Underground Mines

• Gold environment on Emeraldand Killins claims identical toMishi Pit

• Initial 12 hole drill program onEmerald completed in October2012

• Multiple targets identified by IP– Shear hosted gold zones

• Planned 2013 drill program ready

• ‘Tundra Zone’ with historic 96hole drill program can be quicklyprogressed to resource level

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ABBIE LAKE AREA

JARVEY LAKE AREA

KEATING and KEATING

ADDITIONAL TWP.

LEGARDE and

LEGARDE

ADDITIONAL TWP.

CHARBONNEAU TWP.

LEVESQUE (A.C.R.) TWP.

KILLINS (A.C.R.) TWP.

CHAPAIS TWP.

Iron Lake Deform

ation Zone

Tundra Drill Program(1983-1988)

GIYANI GOLD2012 Drill Program

Killins

Abbie Lake

KeatingAbbie Lake North

KeatingEast

615,000

615,000

620,000

620,000

625,000

625,000

630,000

630,000

635,000

635,000

640,000

640,000

5,335,000 5,335,000

5,340,000 5,340,000

5,345,000 5,345,000

5,350,000 5,350,000

0 1 2

Kilometers

LEGEND

Administration Area

Township Boundary

Drilled Areas

Primary Road

Secondary Road

Power Line

Abbie Lake-Keating Property

Abbie Lake

Keating

Keating East

Abbie Lake North

Killins

Abbie Lake-Keating Project, Wawa

PROPERTY CONFIGURATION

October 3, 2012

UTM Zone 16, NAD83

GIYANI GOLD CORP.

Area Identified for 2013 Drill Program

Giyani Gold 2012 Drill Program 12 Holes - 1365m

2.70g/tonne Au within a 13.60m wide zone

Tundra Gold Mines Historic Drill Program

96 Holes - 4616m 17.15g/tonne Au over 1.37m 3.74g/tonne Au over 3.00m

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Mishi Pit Mine Reserves Measured and Indicated Inferred 5.7 Million Tonnes @ 2.4 g/t 1.2 Million Tonnes @ 3.6 g/t

Wesdome Mine 10 Miles South

Mishi Pit and Windarra on Strike

This is a well understood exploration project.

Increased Probability for Exploration Success Based on:

Over 18 months of time spent working on the Iron Lake Project

Extensive geophysical program (IP, VTEM, Mag) conducted by Giyani Gold

Approximately $2.5 Million in exploration expenditures in 2011/2012

Documentation obtained from historic ownership

Boots on the ground understanding of the geology

Identified gold bearing structure in 2012 drill program and new 2013 drill targets have been identifed based on geophysical data

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• 100% interest – 972 Hectares

• Joint Venture-ready gold project

• Contains Past-Producing ‘New Telluride’ gold mine (3.64% Cu & 1.7 g/t Au)

• 100% interest – 14,000 Hectares

• High Grade Multi-Element – Including Cerium, Neodymium, Europium,

Terbium, Uranium

• Eagle Plains 50% buyback option

Post Closing Capital Structure of CLV.P

• 28,884,608 Issued Shares – 23,880,265 (2299895 Ontario Inc.)

– 5,004,343 (C Level III Inc.)

• Approximately CAD $500,000

Post $2M Financing Capital Structure of CLV

• 37,551,274 Issued Shares – 28,884,608 Previously Issued Shares

– 3,333,330 Hard Shares @ $0.20

– 5,333,336 Flow-through Shares @ $0.25

• 530,000 Broker Warrants

• Approximately CAD $2,500,000

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Q3 -2013 Q4 -2013 Q1 -2014

Conduct Financing

Trading Begins on TSXv

Canadian Promotion Roadshow

Drilling Program on Killins Property

Drilling Program on Abbie Lake Property

Drilling Program on Emerald Property

Exploration Program on Skead

Exploration Program on Baska-Eldorado

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Emerald Drill Program $250,000

Killins Drill Program $365,000

Abbie Lake Drilling & Exploration Program $400,000

Skead Exploration Program $100,000

Baska-Eldorado Exploration Program $50,000

Financing Costs (based on $2M raised) $115,000

Legal and other costs associated with the QT $75,000

G&A $650,000

Contingency @ 5% $95,000

TOTAL $2,000,000

Chuck Allen - President

Mr. Allen has a diverse background including experience as a senior executive, investment banker and finance/M&A lawyer. He has been involved in more than $5 billion of equity, debt and M&A transactions, and has been a Board member of a number of public companies. He has also worked internationally, in regions including, Central, Eastern and Western Europe, Canada and the U.S., Africa, the Caribbean and Central and South America. Mr. Allen was previously the President of a precious metals company with producing assets in southern Africa. During his tenure, Mr. Allen managed more than 1,000 employees and more than doubled revenues. Mr. Allen received his L.L.B. and a Bachelor of Education degree from the University of Alberta.

Ron Reed – Chief Financial Officer

Mr. Reed is a CGA with an MBA (Finance) from New York Institute of Technology. He has more than 20 years of progressively senior experience in implementing, revising, and monitoring financial business strategies. He also has been involved in more than 15 acquisition and divestiture transactions. He began his career working with electronic and agricultural companies, joining The Thomson Corporation (now Thomson Reuters) in 1999. At Thomson, Mr. Reed began as a controller and advanced to vice-president, finance and CFO for its Nelson Education Ltd. Mr. Reed has been providing CFO services in the mining industry.

Susan Butorac – Senior Geologist P.Geo

Miss Butorac has +17 years as an exploration geologist throughout Northern Ontario and Northern Manitoba. She started her career during the Hemlo gold rush in 1981 doing V.L.F., magnetometer, vertical loop and B horizon soil sampling contracts for numerous junior exploration companies. She has conducted geophysics and geochemical surveys within various Greenstone belts in Northern Ontario. Miss Butorac was the District Support Geologist for the Ministry of Northern Development and Mines for 6 years prior to joining Giyani Gold Corp. as a Senior Geologist to work on the Abbie Lake to Killins Properties. Miss Butorac obtained her Bachelors degree in Geology from Lake Superior State University in Michigan.

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Duane Parnham Mr. Parnham has a successful track-record of developing exploration companies from start-up to fully permitted projects with considerable resources and reserves. This experience includes working internationally with governments and landowners to identify high-impact and underdeveloped projects, and providing the capital and managerial resources necessary to create shareholder value. Mr. Parnham has founded and developed multiple resource focussed companies, including Forsys Metals Corp., UNX Energy Corp., Angus Mining Namibia Inc., and Temex Resources Corp. Mr. Parnham also has considerable experience in corporate governance, stakeholder relations and raised capital providing a high rate of success in realizing shareholder value.

George Estepa Mr. Estepa joined C Level II Inc. as an independent director in May 2013, bringing with him over 19 years of experience with publicly listed companies in the areas of corporate management, development and investor relations. Mr. Estepa has and continues to serve as a senior officer and/or director of several publicly traded resource companies. Mr. Estepa hold a Bachelor of Arts degree from the University of Toronto.

Jean-Francois Pelland Mr. Pelland is a partner with McMillan LLP and a member of the Québec Bar since 1994. Jean-François has a domestic and international business law practice with an emphasis in the fields of institutional, public and private financing, mergers and acquisitions, structuring and tax planning for private and public corporations and institutions. Since 2002, Jean-Francois acted as lead counsel for issuers, agents and capital pool corporations for listing and for public equity financings on the TSX and TSX-V, mainly in emerging sectors such as mining, oil and gas, technologies, cleantechs and biotechs. He also serves from time to time as director or officer of issuers listed on the TSX and TSX-V.

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Eugene Lee Eugene Lee is a mining finance professional with experience in capital markets, financial reporting, risk management, internal controls and corporate governance. He is currently Chief Financial Officer of Premier Royalty Inc., which he helped take public via a RTO transaction with Bridgeport Ventures Inc. His previous roles include Vice President, Finance and Assistant Corporate Secretary for Northgate Minerals Corporation until its acquisition by AuRico Gold Inc. and Senior Accountant at Centerra Gold Inc. Mr. Lee is a Chartered Accountant with the Institute of Chartered Accountants of Ontario and he articled with PricewaterhouseCoopers in the audit and assurance group before transferring to PwC’s consulting practice focusing on corporate bankruptcies and restructurings. Mr. Lee is a graduate of Trinity College at the University of Toronto and holds a Bachelor of Commerce in Economics and Finance.

Scott Kelly Mr. Kelly is the president of a private strategic advisory consulting firm, Cabrana Capital Advisors Inc., focused on emerging market resources. Mr. Kelly most recently served as senior vice-president of TMX Equicom where he guided strategic communications for numerous companies. Mr. Kelly is a trusted adviser to chief executive officers and management teams, and has over 15 years experience maximizing awareness for public companies in a variety of industries. Mr. Kelly has direct experience serving as an independent director on public and private company boards, and prior to its acquisition by the TMX Group, Mr. Kelly was a partner, director and senior vice-president of the Equicom Group Inc., Canada's largest and most successful investor relations firm. Prior to joining Equicom, Mr. Kelly founded Biocom Inc., a strategic communications firm purchased by Equicom in 2003. Mr. Kelly holds a degree from Queen's University and postgraduate certifications from the Canadian Institute of Advertising and the University of Toronto.

.

Technical Advisor • Bob Middleton, P. Eng (Giyani Gold Corp.)

– Supervisor of all CLV based exploration

Legal Advisors • McMillan LLP

• McCarthy Tetrault LLP

Financial Advisors • Portfolio Strategies Securities Inc.

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INVESTORS’ RIGHTS OF ACTION

The following is a summary of the statutory rights of action for damages or rescission available to investors resident in certain provinces. These rights of action for damages or rescission will only apply to a purchase of securities of C Level III Inc. (“C Level”) or 2299895 Ontario Ltd. (“2299895”) in the event that the foregoing presentation is deemed to be an offering memorandum pursuant to applicable securities legislation in the jurisdiction in which the common securities of C Level and 2299895 are being offered. These summaries are subject to the express provisions of the applicable securities laws of such jurisdictions and the regulations, rules and policy statements thereunder, and reference is made thereto for the complete texts of such provisions. The rights of action described below are in addition to, and without derogation from, any other right or remedy that an investor may have under applicable securities laws. These remedies, or notice with respect thereto, must be exercised, or delivered, as the case may be, by the investor within the time limits prescribed by the applicable provisions of such provincial securities legislation. Investors should refer to such applicable securities legislation for the complete text of these rights or consult with a legal adviser.

Investors Resident in Ontario

Securities laws of Ontario provide that, subject to the following paragraph, an investor resident in Ontario shall have, in addition to any other rights the investor may have at law, a right of action for damages or rescission against the issuer and a selling security holder on whose behalf the distribution is made if an offering memorandum contains a “misrepresentation” (for the purposes of this section, as defined in the Securities Act (Ontario)) (the “OSA”), without regard to whether the investor relied on the misrepresentation. Investors should refer to the applicable provisions of the Ontario securities laws for particulars of these rights or consult with a lawyer.

OSC Rule 45-501 Ontario Prospectus and Registration Exemptions provides that, when an offering memorandum is delivered to a prospective investor in connection with a distribution made in reliance on the “accredited investor” prospectus exemption in section 2.3 of National Instrument 45-106 Prospectus and Registration Exemptions (“NI 45-106”), the rights of action referred to in section 130.1 of the OSA (“Section 130.1”) will apply in respect of an offering memorandum unless the prospective investor is:

a) a Canadian financial institution, meaning either:

i. an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under section 473(1) of that Act; or

ii. a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populair, financial services corporation, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada;

b) a Schedule III bank, meaning an authorized foreign bank named in Schedule III of the Bank Act (Canada);

c) the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada); or

d) a subsidiary of any person referred to in paragraphs (a), (b) and (c), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by the directors of that subsidiary.

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Subject to the foregoing, Section 130.1 of the OSA provides an investor who purchases securities offered during the period of distribution with a statutory right of action for

damages or rescission against the issuer and a selling security holder on whose behalf the distribution is made in the event that an offering memorandum or any

amendment to it contains a “misrepresentation”, without regard to whether the investor relied on the misrepresentation. A “misrepresentation” is defined in the OSA as an

untrue statement of material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the

circumstances in which it is made. A “material fact”, when used in relation to securities issued or proposed to be issued, is defined in the OSA as a fact that would be

reasonably expected to have a significant effect on the market price or value of the securities. In the event that an offering memorandum, together with any amendment to

it, is delivered to an investor of securities and an offering memorandum contains a misrepresentation which was a misrepresentation at the time of purchase of the

securities, the investor will have statutory right of action for damages against the issuer and a selling security holder on whose behalf the distribution is made or, while still

the owner of the securities, for rescission against the issuer and a selling security holder on whose behalf the distribution is made, in which case, if the investor elects to

exercise the right of rescission, the investor will have no right of action for damages against the issuer and a selling security holder on whose behalf the distribution is

made, provided that:

a) no action shall be commenced more than, in the case of an action for rescission, 180 days after the date of the transaction that gave rise to the cause of action; or,

in the case of any action other than an action for rescission, the earlier of (i) 180 days after the investor first had knowledge of the facts giving rise to the cause of

action, or (ii) three years after the date of the transaction that gave rise to the cause of action;

b) no person or company will be liable if he, she or it proves that the investor purchased the securities with knowledge of the misrepresentation;

c) in an action for damages, the defendant will not be liable for all or any portion of the damages that the defendant proves do not represent the depreciation in

value of the securities as a result of the misrepresentation relied upon;

d) in no case will the amount recoverable exceed the price at which the securities were offered to the investor; and

e) the right of action for damages or rescission is in addition to, and does not derogate from, any other right or remedy the investor may have at law.

Contractual Rights of Action in Alberta, British Columbia and Québec

If an offering memorandum, or any amendment thereto, contains a misrepresentation, an investor resident in Alberta, British Columbia or Québec will not be entitled to the

statutory rights of action described above. However, in consideration of purchasing securities under an offering memorandum and upon acceptance of a purchase

confirmation in respect thereof, investors in those jurisdictions are granted a contractual right of action for damages or rescission that is the same as the statutory rights of

action described above provided to investors resident in Ontario under the OSA.

United States

This Presentation does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any such offer to sell or

solicitation of an offer to buy the Subscription Receipts or the underlying Common Shares described herein or during presentation will be made only pursuant to

subscription documentation between C Level and prospective purchasers. Any such offering will be made in the United States in reliance upon an exemption from

registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), for an offer and sale of securities that does not involve a public offering, and the

offer and sale of the securities will be conditioned on the receipt of representations, warranties and agreements of prospective purchasers to establish that exemption. The

Subscription Receipts and the underlying Common Shares described herein have not been, and will not be, registered under the U.S. Securities Act and may not be offered

or sold in the United States except in transactions exempt from, or not subject to, registration under the U.S. Securities Act and applicable U.S. state securities laws.

Accordingly, the Subscription Receipts and the underlying Common Shares may not be resold, pledged, hypothecated or otherwise disposed of or transferred except in

accordance with the registration requirements of the U.S. Securities Act and any applicable U.S. state securities laws or pursuant to an applicable exemption from such

registration requirements of the U.S. Securities Act and any applicable U.S. state securities laws.”

General

This information is confidential and is being presented to potential investors solely for information purposes. These materials do not and are not to be construed as an

offering memorandum. An investment in securities involves a high degree of risk and potential investors are advised to seek their own investment and legal advice.

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Robert Carbonaro PSSI rcarbonaro@pssecurities.ca (416) 367-0999 ext. 115

Chuck Allen Giyani Gold Corp. callen@giyanigold.com (905) 844-1456 ext. 236

Jean-Francois Pelland C Level III Inc. Jean-Francois.Pelland@mcmillan.com (514) 987-5081