/ NOT FOR CIRCULATION TO United States NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/
CALGARY, AB, Jan. 9, 2026/ CNW/ – Sleeping Giant Capital Corp. (TSXV: SSX) (“ Sleeping Giant” or the “ Corporation“), is delighted to reveal it has actually closed its formerly revealed non-brokered personal positioning offering of debenture systems of the Corporation (the “ Debenture Systems” and each, a “ Debenture System“), for aggregate gross profits of $ 180,000 (the “ Using“). The Corporation provided 180 Debenture Systems at a cost of $ 1,000 per Debenture System. In addition, the Corporation reveals that Jack Elliott has actually resigned as a director of Sleeping Giant, reliable January 16, 2026.
Net profits from the Offering will be utilized for basic working capital and business functions.
Summary of the Offering
Each Debenture System includes: (i) one $ 1,000 primary quantity protected convertible debenture of the Corporation (a “ Convertible Debenture“); and (ii) 20,000 typical share purchase warrants of the Corporation (each, a “ Warrant“), to get one typical share of the Corporation (a “ Share“) at a cost equivalent to $ 0.05 per Share. The Warrants will end on the date which is one year following the date of issuance, based on an automated four-year extension upon the conversion of the Convertible Debentures.
The Convertible Debentures bear interest at a rate of twelve percent (12%) per year, payable in Shares at the marketplace Rate (as specified in TSX Endeavor Exchange policies) at the date the interest ends up being payable, which is the earlier of the Conversion Date (as specified listed below) and the Maturity Date (as specified listed below). The payment of interest in Shares at the marketplace Rate goes through approval of the TSX Endeavor Exchange (“ TSXV“) at the time the interest ends up being payable, to guarantee compliance with the cost being not less than the marketplace Rate at the time the interest ends up being payable. If no such approval is given, the interest will be paid in money.
The primary quantity exceptional under the Convertible Debentures, and any accumulated and unsettled interest, will end up being due and payable on the date that is 12 months from the date of issuance of the Convertible Debentures (the “ Maturity Date“). On the Maturity Date, all exceptional Convertible Debentures will immediately transform into Shares at the Conversion Rate (as specified listed below) and the interest will end up being payable.
Prior to the Maturity Date, the Convertible Debentures will immediately transform into Shares right away prior to a closing (such date being a “ Conversion Date“) of a modification of control, reverse takeover, management recapitalization or comparable deal at a cost per Share equivalent to $ 0.05 (the “ Conversion Rate“).
The Convertible Debentures are direct, guaranteed responsibilities of the Corporation, ranking pari passu with one another and protected by a basic security arrangement approving a security interest in all of the Corporation’s residential or commercial property and properties.
Neither the Convertible Debentures nor the Warrants will be noted on any stock market. The Shares gotten upon conversion of the Convertible Debentures, payment of interest (if relevant) and the workout of the Warrants will be noted on the TSXV.
The Offering goes through the last approval of the TSXV. All securities provided pursuant to the Offering go through a 4 month and one day resale constraint pursuant to relevant Canadian securities laws and the policies of the TSXV.
Specific officers, experts, and/or directors of the Corporation took part in the Offering. Involvement by experts in the Offering was exempt from the evaluation and minority investor approval requirements of Multilateral Instrument 61-101 – Security of Minority Security Holders in Unique Deals (“ MI 61-101“) by virtue of the exemptions consisted of in Areas 5.5( a) and (b), and 5.7( 1 )( a) and (b), respectively, of MI 61-101. The Corporation did not submit a product modification report in regard of the associated celebration deal 21 days before the closing of the Offering due to the fact that the information of the involvement of experts had actually not been figured out at such time. Additional information will be offered in a material modification report to be submitted by the Corporation subsequent to the dissemination of this news release.
Director Resignation
Jack Elliott has actually tendered his resignation as a director of the Corporation, reliable since January 16, 2026 Sleeping Giant wants to thank Mr. Elliott for his contributions and wants him the very best in his future ventures.
Early Caution Disclosure
Upon conclusion of the Offering, Harvard Energy Collaboration (“ Harvard“) holds 4,550,000 Shares, $ 100,000 of Convertible Debentures and 2,000,000 Warrants, representing 35.6% of the provided and exceptional Shares on a non-diluted basis and 40.2% of the provided and exceptional Shares on a completely watered down basis. Prior to conclusion of the Offering, Harvard held 4,550,000 Shares. Harvard got these securities for financial investment functions just, and might, from time to time, get extra securities of Sleeping Giant or get rid of such securities as it considers suitable and in accordance with relevant securities laws. The address of Harvard is 2200, 255 5 th Ave SW, Calgary, AB T2P 3G6. Harvard will submit an early caution report on SEDAR+ at www.sedarplus.ca in accordance with National Instrument 62-103– The Early Caution System and Related Takeover Quote and Expert Reporting
About Sleeping Giant
Sleeping Giant is a TSXV noted business with non-operated oil and gas properties situated in Alberta, Canada
Additional Info
The TSXV has in no chance passed upon the benefits of the Offering and has neither authorized nor disapproved the contents of this news release.
Neither the TSX Endeavor Exchange nor its Policy Provider Service Provider (as that term is specified in the policies of the TSX Endeavor Exchange) accepts duty for the adequacy or precision of this release.
CAUTIONARY DECLARATION REGARDING FORWARD-LOOKING INFO: This news release consists of particular ‘positive info” under relevant Canadian securities legislation. Positive info consists of, however is not restricted to, declarations with regard to using profits under the Offering. Positive declarations are always based upon a variety of quotes and presumptions that, while thought about sensible, go through recognized and unidentified threats, unpredictabilities, and other aspects which might trigger the real outcomes and future occasions to vary materially from those revealed or suggested by such positive declarations. Such aspects consist of, however are not restricted to: basic organization, financial, competitive, political and social unpredictabilities; hold-ups in getting governmental approvals; and failure to get regulative or investor approvals. There can be no guarantee that such declarations will show to be precise, as real outcomes and future occasions might vary materially from those prepared for in such declarations. Appropriately, readers ought to not position excessive dependence on positive declarations. Sleeping Huge disclaims any intent or commitment to upgrade or modify any positive declarations, whether as an outcome of brand-new info, future occasions or otherwise, other than as needed by law.
This press release will not make up a deal to offer or the solicitation of a deal to purchase any securities in any jurisdiction, nor will there be any sale of securities in any state in the United States in which such deal, solicitation or sale would be illegal. The securities described herein have actually not been and will not be signed up under the United States Securities Act of 1933, as changed, and might not be provided or offered in the United States missing registration or a relevant exemption from registration requirements.
SOURCE Sleeping Giant Capital Corp.
View initial material: http://www.newswire.ca/en/releases/archive/January2026/09/c8767.html