Giant Mining Closes $3,037,458.60 Non-Brokered Special Warrant Offering
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Press Release June 27, 2025
Giant Mining Closes $3,037,458.60
Non-Brokered Special Warrant Offering
Not for Distribution to United States Newswire Services or for Dissemination in the
United States.
VANCOUVER, BC — June 27, 2025 — 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
Supplement”), 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.
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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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For further information, please contact:
P: +1 (236) 788-0643
VISIT OUR WEBSITE FOR MORE DETAILS
www.giantminingcorp.com
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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.