Mr. Terry Meek reports

SLEEPING GIANT CAPITAL CORP. ANNOUNCES PRIVATE PLACEMENT OF DEBENTURE UNITS

Sleeping Giant Capital Corp. has arranged a non-brokered private placement offering of up to 350 debenture units of the corporation, at a price of $1,000 per debenture unit, for aggregate gross proceeds of up to $350,000. The offering is expected to close on or about Dec. 14, 2025.

Sleeping Giant currently has commitments from insiders and other existing shareholders to participate in the offering for gross proceeds of $180,000. If you are an accredited investor (as defined in National Instrument 45-106, Prospectus Exemptions) and are interested in participating in the offering, please contact Jonah Nguyen, chief financial officer of Sleeping Giant, at sleepinggiantcapitalcorp@gmail.com.

Net proceeds from the offering will be used for general working capital and corporate purposes.

Summary of the offering

Each debenture unit will be consist of: (i) one $1,000 principal amount secured convertible debenture of the corporation; and (ii) 20,000 common share purchase warrants of the corporation, each to acquire one common share of the corporation at a price equal to five cents per share during a period of five years following the issuance date of the warrant.

The convertible debentures will bear interest at a rate of 12 per cent per annum, payable in shares at the market price (as defined in TSX Venture Exchange policies) on the earlier of the conversion date (as defined below) and the maturity date (as defined below), subject to acceptance of the TSX Venture Exchange at the time the interest becomes payable. If no such acceptance is granted, the interest will be paid in cash.

The principal amount outstanding under the convertible debentures, and any accrued and unpaid interest, will become due and payable on the date that is 12 months from the date of issuance of the convertible debentures. On the maturity date, all outstanding convertible debentures, together with any accrued and unpaid interest, shall automatically convert into shares at the conversion price (as defined below).

The convertible debentures, together with all accrued and unpaid interest, will automatically convert into shares immediately prior to the closing of a change of control, reverse takeover, management recapitalization or similar transaction at a price per share equal to five cents.

The convertible debentures will be direct, secured obligations of the corporation, ranking pari passu with one another, and secured by a general security agreement granting a security interest in all of the corporation's property and assets.

The closing of the offering is subject to customary closing conditions and the receipt of all required regulatory approvals, including the approval of the TSX-V. All securities issued pursuant to the offering will be subject to a four-month-and-one-day resale restriction pursuant to applicable Canadian securities laws and the policies of the TSX-V.

The corporation anticipates that certain officers, insiders and/or directors of the corporation may participate in the offering. Participation by insiders in the offering will be exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, by virtue of the exemptions contained in sections 5.5(a) and (b), and 5.7(1)(a) and (b), respectively, of MI 61-101.

About Sleeping Giant Capital Corp.

Sleeping Giant is a TSX-V-listed company with non-operated oil and gas assets located in Alberta, Canada.

We seek Safe Harbor.