Sleeping Giant closes $180,000 debenture unit financing

Executive Summary

• Sleeping Giant Capital Corp. closed a non‑brokered private placement of 180 convertible debenture units, raising $180,000 in gross proceeds.
• Each unit includes a $1,000 secured convertible debenture (12% annual interest) and 20,000 common share purchase warrants at $0.05 per share, with a one‑year maturity and automatic conversion provisions.
• Director Jack Elliott resigned, effective Jan. 16, 2026; the company thanked him for his service.

Key Details

• Offering Size & Pricing – 180 debenture units sold at $1,000 each for total gross proceeds of $180,000.
• Unit Composition – Each unit comprises:
• One secured convertible debenture with a principal amount of $1,000, bearing 12% interest per annum (payable in shares or cash, subject to TSX‑V acceptance).
• Twenty‑thousand common share purchase warrants exercisable at $0.05 per share; warrants expire one year after issuance, automatically extending four years upon conversion of the debentures.
• Maturity & Conversion – Debentures mature 12 months from issuance; on maturity they automatically convert into shares at $0.05 per share. Prior to maturity, automatic conversion also occurs immediately before a change‑of‑control, reverse takeover, or similar transaction at the same price.
• Interest Payment Mechanics – Interest is payable in shares at market price (per TSX‑V policy) unless TSX‑V does not accept; if not accepted, interest will be paid in cash.
• Security & Listing – Debentures are secured by a general security agreement over all corporate assets and rank pari passu. Neither the debentures nor the warrants will be listed; shares issued upon conversion/exercise will trade on the TSX‑V.
• Resale Restriction – All securities are subject to a four‑month‑plus‑one‑day resale restriction under Canadian securities law and TSX‑V policies.
• Use of Proceeds – Net proceeds will be used for general working capital and corporate purposes.
• Director Resignation – Jack Elliott tendered resignation as director, effective Jan. 16, 2026; the company expressed gratitude for his contributions.
• Early Warning Disclosure – Post‑offering, Harvard Energy Partnership holds:
• 4.55 million common shares (35.6% non‑diluted, 40.2% fully diluted)
• $100,000 of convertible debentures
• 2 million warrants
• Harvard will file an early warning report per NI 62‑103.

Notable Quotes

No executive quotes were included in the release.