Sleeping Giant closes $180,000 debenture unit financing

Mr. Terry Meek reports SLEEPING GIANT CAPITAL CORP. ANNOUNCES CLOSING OF PRIVATE PLACEMENT OF DEBENTURE UNITS AND DIRECTOR RESIGNATION Sleeping Giant Capital Corp. has closed its previously announced non-brokered private placement offering of debenture units of the corporation for aggregate gross proceeds of $180,000. The corporation issued 180 debenture units at a price of $1,000 per debenture unit. In addition, the corporation announces that Jack Elliott has resigned as a director of Sleeping Giant, effective Jan. 16, 2026. Net proceeds from the offering will be used for general working capital and corporate purposes. Summary of the offering Each debenture unit consists of: (i) one $1,000 principal amount secured convertible debenture of the corporation; and (ii) 20,000 common share purchase warrants of the corporation, each to acquire one common share of the corporation at a price equal to five cents per share. The warrants will expire on the date that is one year following the date of issuance, subject to an automatic four-year extension upon the conversion of the convertible debentures. The convertible debentures bear interest at a rate of 12 per cent per annum, payable in shares at the market price (as defined in TSX Venture Exchange policies) at the date the interest becomes payable, which is the earlier of the conversion date (as defined below) and the maturity date (as defined below). The payment of interest in shares at the market price is subject to acceptance of the TSX Venture Exchange at the time the interest becomes payable, to ensure compliance with the price being not less than the market price at the time the interest becomes payable. If no such acceptance is granted, the interest will be paid in cash. The principal amount outstanding under the convertible debentures, and any accrued and unpaid interest, will become due and payable on the date that is 12 months from the date of issuance of the convertible debentures. On the maturity date, all outstanding convertible debentures shall automatically convert into shares at the conversion price (as defined below) and the interest shall become payable. Prior to the maturity date, the convertible debentures will automatically convert into shares immediately prior to a closing of a change of control, reverse takeover, management recapitalization or similar transaction at a price per share equal to five cents. The convertible debentures are direct, secured obligations of the corporation, ranking pari passu with one another and secured by a general security agreement granting a security interest in all of the corporation's property and assets. Neither the convertible debentures nor the warrants will be listed on any stock exchange. The shares acquired upon conversion of the convertible debentures, payment of interest (if applicable) and the exercise of the warrants will be listed on the TSX Venture Exchange. The offering is subject to the final approval of the TSX-V. All securities issued pursuant to the offering are subject to a four-month-and-one-day resale restriction pursuant to applicable Canadian securities laws and the policies of the TSX-V. Certain officers, insiders and/or directors of the corporation participated in the offering. Participation by insiders in the offering was exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, by virtue of the exemptions contained in sections 5.5(a) and (b), and 5.7(1)(a) and (b), respectively, of MI 61-101. The corporation did not file a material change report in respect of the related party transaction 21 days before the closing of the offering because the details of the participation of insiders had not been determined at such time. Further details will be provided in a material change report to be filed by the corporation subsequent to the dissemination of this news release. Director resignation Jack Elliott has tendered his resignation as a director of the corporation, effective as of Jan. 16, 2026. Sleeping Giant would like to thank Mr. Elliott for his contributions and wishes him the best in his future endeavours. Early warning disclosure Upon completion of the offering, Harvard Energy Partnership holds 4.55 million shares, $100,000 of convertible debentures and two million warrants, representing 35.6 per cent of the issued and outstanding shares on a non-diluted basis, and 40.2 per cent of the issued and outstanding shares on a fully diluted basis. Prior to completion of the offering, Harvard held 4.55 million shares. Harvard acquired these securities for investment purposes only, and may, from time to time, acquire additional securities of Sleeping Giant or dispose of such securities as it deems appropriate and in accordance with applicable securities laws. The address of Harvard is 2200, 255 5th Ave. SW, Calgary, Alta., T2P 3G6. Harvard will file an early warning report on SEDAR+ in accordance with National Instrument 62-103, The Early Warning System and Related Takeover Bid and Insider Reporting. About Sleeping Giant Capital Corp. Sleeping Giant is a TSX-V-listed company with non-operated oil and gas assets located in Alberta, Canada. We seek Safe Harbor.