Company Announcements

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CALGARY, AB , May 28, 2024 /CNW/ - Sleeping Giant Capital Corp. (TSXV: SSX.P) ("Sleeping Giant"), a Capital Pool Company as defined under TSX Venture Exchange ("TSXV" or the "Exchange") Policy 2.4 — Capital Pool Companies, is pleased to announce that it has received conditional approval from the TSXV in respect of its qualifying transaction (the "Transaction").

The Transaction consists of the acquisition of non-operated working interests in certain oil and gas assets. Sleeping Giant expects to be listed as a Tier 2 Oil and Gas Issuer on the Exchange upon completion of the Transaction. Sleeping Giant has filed a filing statement (the "Filing Statement") dated May 28, 2024 on SEDAR+ at www.sedarplus.ca which provides information concerning the Transaction. Sleeping Giant expects to close the Transaction on May 31, 2024.

Final approval of the Transaction is subject to Sleeping Giant meeting certain conditions required by the TSXV. Following receipt of the TSXV's final approval, the common shares of Sleeping Giant ("Sleeping Giant Shares") will resume trading on the TSXV under the symbol "SSX".

In connection with the Transaction, Sleeping Giant is conducting a non-brokered private placement of a minimum of 126,000 Sleeping Giant Shares and up to a maximum of 1,666,667 Sleeping Giant Shares at the price of $0.15 per Sleeping Giant Share for gross proceeds of a minimum of $18,900 and up to a maximum of $250,000 (the "Offering").

The purpose of the Offering is for Sleeping Giant to add the requisite number of Public Shareholders (as defined in TSXV policies) to meet the TSXV listing requirements for a tier 2 oil and gas issuer. It is a TSXV condition for completion of the Transaction that a minimum of 26 Public Shareholders of Sleeping Giant are added pursuant to the Offering, each holding a Board Lot (as defined in TSXV policies) of 1,000 Sleeping Giant Shares. All Sleeping Giant Shares issued pursuant to the Offering will be subject to a hold period of four months and one day after the closing of the Offering.

The net proceeds of the Offering will be used to fund the business of Sleeping Giant following closing, which is the production and management of its oil and gas properties (including general and administrative expenses of Sleeping Giant), and for general corporate purposes.

No fees or commissions are being paid in connection with the Offering. The Offering will close concurrently with closing of the Transaction.

It is anticipated that Jonah Nguyen, Chief Financial Officer and a director of Sleeping Giant, will participate in the Offering, which will be considered a "related party transaction" for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). It is anticipated that Sleeping Giant will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 in reliance on sections 5.5(a) and 5.7(1)(a) of MI 61-101.

Sleeping Giant is a Capital Pool Company within the meaning of TSXV Policy 2.4, has not commenced commercial operations and has no assets other than cash.

Following closing of the Transaction, Sleeping Giant will be a Tier 2 Oil and Gas Issuer listed on the TSXV with non-operated oil and gas assets in Alberta.

Completion of the Transaction is subject to a number of conditions, including but not limited to, final acceptance of TSXV. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Filing Statement, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release. Trading in the Sleeping Giant Shares will remain halted pursuant to TSXV policies until following closing of the Transaction.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

For more information regarding Sleeping Giant, please contact Terence S. Meek, the Chief Executive Officer of Sleeping Giant at 402-813-3244.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain 'forward-looking information" under applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to: the Transaction and certain terms and conditions thereof; the business of Sleeping Giant; the completion of the Transaction; the number of Sleeping Giant Shares issued pursuant to the Offering; the closing of the Offering; and final approval of the Transaction by the TSXV. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: future prices and the supply of hydrocarbons; future demand for hydrocarbons; inability to raise the money necessary to incur the expenditures required to retain and advance the property; environmental liabilities (known and unknown); general business, economic, competitive, political and social uncertainties; results of exploration programs; risks of the oil and gas industry; delays in obtaining governmental approvals; and failure to obtain regulatory or shareholder approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Sleeping Giant disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction, nor shall there be any sale of securities in any state in the United States in which such offer, solicitation or sale would be unlawful. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

SOURCE Sleeping Giant Capital Corp.