Mr. Terence Meek reports

SLEEPING GIANT CAPITAL CORP. ANNOUNCES QUALIFYING TRANSACTION

Sleeping Giant Capital Corp. has entered into a purchase and sale agreement (as defined below) to acquire non-operated working interests in certain oil and gas assets, as further described below. Sleeping Giant intends that the transaction will constitute Sleeping Giant's qualifying transaction, as such term is defined in the policies of the TSX Venture Exchange. Sleeping Giant expects to be listed as a Tier 2 oil and gas issuer on the exchange upon completion of the transaction. In accordance with the policies of the exchange, trading in the common shares of Sleeping Giant on the TSX-V has been halted.

Transaction

On Jan. 8, 2024, Sleeping Giant and Harvard Energy Partnership entered into a purchase and sale agreement, which provides for the acquisition by Sleeping Giant of the assets. The purchase price for the assets is $857,500, comprising $175,000 in cash and 4.55 million in Sleeping Giant shares at a price of 15 cents per Sleeping Giant share.

The assets

The assets include non-operated interests in certain central Alberta areas (Gilby, Rosebud, Niton, Sylvan Lake and Prevo). Reserves were evaluated by Insite Petroleum Consultants Ltd. with an effective date of July 1, 2023. The assets have the following key attributes:

• Production of 50 barrels of oil equivalent per day comprising approximately 24 barrels per day of oil and natural gas liquids, and 155,000 cubic feet per day of natural gas;
• Projected annualized net operating income of $340,000 based on Q3 2023 cash flow;
• Proved developed producing reserves of 105,000 barrels oil equivalent comprising 16,400 barrels crude oil, 449.7 million cubic feet natural gas and 13.6 Mbbl of NGL with a net present value of $1,009,400 at a 10-per-cent discount rate as of July 1, 2023; and
• Total proven plus probable reserves of 122.6 Mboe comprising 19.1 Mbbl crude oil, 525.4 MMcf natural gas and 15.9 Mbbl NGL with a net present value of $1,151,600 at a 10-per-cent discount rate.

Upon completion of the transaction, the current shareholders of Sleeping Giant will hold 7.8 million Sleeping Giant shares representing approximately 63.2 per cent of the Sleeping Giant shares, and Harvard will hold 4.55 million Sleeping Giant shares representing approximately 36.8 per cent of the outstanding Sleeping Giant shares. Harvard will be considered an insider and control person of Sleeping Giant as a result of the number of Sleeping Giant shares expected to be held by Harvard.

Sleeping Giant is not a non-arm's-length party (as defined by exchange policies) of Harvard. Accordingly, the transaction does not constitute a non-arm's-length qualifying transaction (as defined by exchange policies), and minority shareholder approval of the transaction by Sleeping Giant's shareholders is not expected to be required.

A summary of certain operating cash flow information for the assets as of Aug. 31, 2023, and for the period from June 1, 2023, to Aug. 31, 2023, is included in the attached table.

Proposed directors and senior management team

Upon completion of the transaction, the following individuals will comprise the board of directors and management of Sleeping Giant.

Terry Meek, chief executive officer and director

Mr. Meek is currently the chief executive officer and a director of Sleeping Giant. Mr. Meek has served as a director and officer of several public and private corporations, largely associated with the energy industry primarily focused on oil and gas, including as vice-president, business development, BDJ Energy Inc.; president and chief executive officer, Point Loma Resources Ltd.; president, Canada, Woma Energy Ltd.; president, Mallee Energy Ltd.; director and chief executive officer, Carnaby Energy Ltd.; and executive vice-president and chief operating officer, Ember Resources Inc. Mr. Meek is a professional engineer (PEng) and has a bachelor of science (BSc), civil engineering, from the University of Calgary.

Jonah Nguyen, chief financial officer and director

Mr. Nguyen is currently the chief financial officer and a director of Sleeping Giant. Mr. Nguyen is also the chief financial officer of Highpoint Developments, where he oversees various financial and strategic responsibilities including finance and accounting, investor relations, business development, treasury, and tax. Mr. Nguyen has a broad range of financial experience in publicly traded oil and gas, and energy services companies, including leadership in treasury, banking relations, and financial planning and analysis. Prior to joining Highpoint, Mr. Nguyen held senior finance and corporate development roles at CES Energy Solutions and Pipestone Energy. Mr. Nguyen also worked in the audit, and mergers and acquisitions advisory practices at Deloitte, where he obtained his chartered professional accountant designation. Mr. Nguyen holds a bachelor of commerce in accounting from Saint Mary's University.

Greg Turnbull, KC, director

Mr. Turnbull is currently a director of Sleeping Giant. Mr. Turnbull is also a strategic adviser for Fasken Martineau DuMoulin LLP. Prior to joining Fasken, Mr. Turnbull was a long-time partner and managing partner at McCarthy Tetrault LLP. Mr. Turnbull has extensive experience in corporate governance matters providing advice to boards of directors and special committees, also in finance and securities transactions, including public and private share and debt financings, takeover bids, initial public offerings, business combinations, and international stock exchange listings. Mr. Turnbull has previously served as an officer or director of many public and private companies, including as the chair of Alberta Health Services and chair of the Calgary Zoo. Mr. Turnbull holds a bachelor of arts degree (with honours) from Queen's University and a bachelor of laws degree from the University of Toronto.

Jack Elliott, director

Mr. Elliott is currently a director of Sleeping Giant. Mr. Elliott has over 40 years of experience in construction and technology-enabled engineering. He was president and chief executive officer of Pure Technologies Ltd. until the company was acquired by Xylem, a leading provider of water technologies and solutions, in February, 2018. During his tenure, Mr. Elliott was instrumental in building Pure into a world leader in technology-driven condition assessment, monitoring and analysis of water, waste water, and oil and gas pipelines. From April, 2018, until June, 2020, he was a director of DIRTT Environmental Solutions Ltd., a technology-enabled provider of high-quality customized prefabricated wall systems for building interiors. Mr. Elliott is an executive adviser at WaterNext, a cleantech accelerator, and Thales-Water Advisors, an advisory firm that supports growth and creates value in the water industry. Prior to joining Pure, his experience included general management and engineering roles with several leading construction companies. He holds a bachelor of engineering degree from National University of Ireland (University College Cork).

Gordon Cameron, corporate secretary

Mr. Cameron is currently a partner with Stikeman Elliot LLP and has been a practising lawyer in Alberta since 2009. Mr. Cameron's law practice focuses on corporate finance and securities, mergers and acquisitions, corporate governance, and general corporate matters, and he has significant experience advising public and private companies. Mr. Cameron has a bachelor of laws from the University of Western Ontario, and a bachelor of arts and a bachelor of education from Lakehead University.

Conditions to the transaction

Completion of the transaction is subject to a number of conditions, including, but not limited to, preparation and filing of a disclosure document, as required by the TSX-V, outlining the definitive terms of the transaction and describing the business to be conducted by Sleeping Giant following completion of the transaction, in accordance with the policies of the TSX-V; and acceptance by the TSX-V.

There can be no assurance that the transaction will be completed as proposed or at all. It is anticipated that the approval of Sleeping Giant's shareholders will not be required to complete the transaction.

Sponsorship

Sleeping Giant intends to make an application for an exemption from the sponsorship requirements of the TSX-V in connection with the transaction; however, there is no assurance that the TSX-V will exempt Sleeping Giant from all or part of applicable sponsorship requirements.

About Sleeping Giant Capital Corp.

Sleeping Giant is a capital pool company within the meaning of TSX-V Policy 2.4, has not commenced commercial operations and has no assets other than cash.

Further information

All information contained in this press release with respect to Sleeping Giant and the assets (but excluding the terms of the transaction) was supplied by Sleeping Giant and Harvard, respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other parties.

Completion of the transaction is subject to a number of conditions, including, but not limited to, acceptance of TSX-V and, if applicable pursuant to the requirements of TSX-V, majority of the minority approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. 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 disclosure document to be prepared in connection with the transaction, 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.

We seek Safe Harbor.