Mr. David Greenway reports
GIANT MINING CLOSES $3,037,458.60 NON-BROKERED SPECIAL WARRANT OFFERING
Giant
Mining Corp., further to its news release dated June 2, 2025, has closed a non-brokered private placement of 15,187,293 special warrants of the company at a price of 20 cents per special warrant, for aggregate gross proceeds of $3,037,458.60.
Each special warrant will automatically convert, for no additional consideration, into one unit of the company 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; and (ii) the date that is four months and one day after the closing of the offering.
Each unit will
comprise
one common share of
the company
and one share purchase warrant of the company, with each warrant exercisable into one additional share at an exercise price of 32 cents for four 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, or such other market as the shares may trade from time to time, is or exceeds 80 cents for any five consecutive trading days, in which event the warrantholder 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 warrantholder 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 10 per cent or more of the issued and outstanding shares at such time.
In connection with the offering, the company has paid finders' fees totalling $102,080 and issued an aggregate of 510,400 non-transferable broker warrants to arm's-length parties. Each broker warrant entitles the holder to purchase one share at an exercise price of 32 cents per share for a period of four years from the date of closing.
The company intends to use the proceeds raised from the offering for continuing 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. 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 So 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 per cent of the company's market capitalization.
We seek Safe Harbor.
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