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VANCOUVER, BC — June 27, 2025 — TheNewswire - Giant Mining Corp. (CSE: BFG | OTC: BFGFF | FWB: YW5) (“Giant Mining” or the “Company”) is pleased to announce that further to its news release dated June 2, 2025, it has closed a non-brokered private placement of 15,187,293 special warrants of the Company (each, a “ Special Warrant ”) at a price of $0.20 per Special Warrant, for aggregate gross proceeds of $3,037,458.60 the “ Offering ”).
Each Special Warrant will automatically convert, for no additional consideration, into one unit of the Company (each a “ Unit ”) on the date that is the earlier of: (i) the date that is three business days following the date on which the Company files a prospectus supplement to a short form base shelf prospectus with the securities commissions qualifying distribution of the Units underlying the Special Warrants (the “ Prospectus Supplemen t”), and (ii) the date that is four months and one day after the closing of the Offering.
Each Unit will be comprised of one common share of the Company (each, a “ Share ”) and one share purchase warrant (each, a " Warrant ") of the Company, with each Warrant exercisable into one additional Share at an exercise price of $0.32 for four (4) years from the date of closing. The Warrants are subject to an accelerated expiry if the trading price of the Shares on the Canadian Securities Exchange (the “ CSE ”), or such other market as the Shares may trade from time to time, is or exceeds $0.80 for any five (5) consecutive trading days, in which event the Warrant holder may, at the Company’s election, be given notice by way of a news release that the Warrants will expire 30 days following the date of such notice. The Warrants may be exercised by the Warrant holder during the 30-day period between the notice and the expiration of the Warrants.
The Warrants will be subject to ten percent blocker provision that restrict the exercise of any Warrants, in the event that such exercise would result in the applicable securityholder holding ten percent or more of the issued and outstanding Shares at such time.
In connection with the Offering, the Company has paid finder’s fees totaling $102,080 and issued an aggregate of 510,400 non-transferable broker warrants (the “ Broker Warrants ”) to arm’s-length parties. Each Broker Warrant entitles the holder to purchase one Share at an exercise price of $0.32 per Share for a period of four (4) years from the date of closing.
The Company intends to use the proceeds raised from the Offering for ongoing exploration activities and general working capital. The Offering is subject to certain conditions including, but not limited to, receipt of all necessary approvals including the approval of the CSE.
The Special Warrants are expected to be issued pursuant to exemptions from the prospectus requirements under Canadian securities laws, such as the accredited investor, $150,000 minimum investment, or other relevant exemptions under National Instrument 45-106 – Prospectus Exemptions. Prior to the filing of the Prospectus Supplement and the automatic conversion of the Special Warrants, the securities issued under the Offering will be subject to a four month hold period from the date of closing of the Offering in addition to any other restrictions under applicable law.
The Special Warrants are subject to a statutory hold period of four months plus one day from the date of issuance in accordance with applicable securities legislation.
An insider of the Company purchased 1,225,000 Special Warrants for gross proceeds of $245,000. The issuance of Special Warrants to an insider is a considered a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (" MI 61-101 "). The Company is relying on exemptions from the formal valuation requirements of MI 61-101 pursuant to section 5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to section 5.7(1)(a) in respect of such insider participation as the fair market value of the transaction, insofar as it involves interested parties, does not exceed 25% of the Company's market capitalization.
The securities issued pursuant to the Offering have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.
Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
On Behalf of the Board of Giant Mining Corp.
“David Greenway”
David C. Greenway President & CEO
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Forward-Looking Statements
This news release includes certain statements that may be deemed “forward-looking statements”. All statements in this new release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Forward-looking statements in this news release include, without limitation, statements related to the Offering, the use of proceeds of the Offering, and future plans and objectives of the Company. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include market prices, continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.
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