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CALGARY,
AB, May 28, 2024 /CNW/ - Sleeping Giant
Capital Corp. (TSXV: SSX.P) ("Sleeping Giant"), a
Capital Pool Company as defined under TSX Venture Exchange
("TSXV" or the "Exchange") Policy 2.4 —
Capital Pool Companies, is pleased to announce that it has
received conditional approval from the TSXV in respect of its
qualifying transaction (the "Transaction").
The Transaction consists of the acquisition of non-operated
working interests in certain oil and gas assets. Sleeping Giant
expects to be listed as a Tier 2 Oil and Gas Issuer on the Exchange
upon completion of the Transaction. Sleeping Giant has filed a
filing statement (the "Filing Statement") dated
May 28, 2024 on SEDAR+ at
www.sedarplus.ca which provides information concerning the
Transaction. Sleeping Giant expects to close the Transaction on
May 31, 2024.
Final approval of the Transaction is subject to Sleeping Giant
meeting certain conditions required by the TSXV. Following receipt
of the TSXV's final approval, the common shares of Sleeping Giant
("Sleeping Giant Shares") will resume trading on the TSXV
under the symbol "SSX".
Offering
In connection with the Transaction, Sleeping Giant is conducting
a non-brokered private placement of a minimum of 126,000 Sleeping
Giant Shares and up to a maximum of 1,666,667 Sleeping Giant Shares
at the price of $0.15 per Sleeping
Giant Share for gross proceeds of a minimum of $18,900 and up to a maximum of $250,000 (the "Offering").
The purpose of the Offering is for Sleeping Giant to add the
requisite number of Public Shareholders (as defined in TSXV
policies) to meet the TSXV listing requirements for a tier 2 oil
and gas issuer. It is a TSXV condition for completion of the
Transaction that a minimum of 26 Public Shareholders of Sleeping
Giant are added pursuant to the Offering, each holding a Board Lot
(as defined in TSXV policies) of 1,000 Sleeping Giant Shares. All
Sleeping Giant Shares issued pursuant to the Offering will be
subject to a hold period of four months and one day after the
closing of the Offering.
The net proceeds of the Offering will be used to fund the
business of Sleeping Giant following closing, which is the
production and management of its oil and gas properties (including
general and administrative expenses of Sleeping Giant), and for
general corporate purposes.
No fees or commissions are being paid in connection with the
Offering. The Offering will close concurrently with closing of the
Transaction.
It is anticipated that Jonah
Nguyen, Chief Financial Officer and a director of Sleeping
Giant, will participate in the Offering, which will be considered a
"related party transaction" for the purposes of Multilateral
Instrument 61-101 – Protection of Minority Security Holders in
Special Transactions ("MI 61-101"). It is anticipated
that Sleeping Giant will be exempt from the formal valuation and
minority shareholder approval requirements of MI 61-101 in reliance
on sections 5.5(a) and 5.7(1)(a) of MI 61-101.
About Sleeping Giant
Sleeping Giant is a Capital Pool Company within the meaning of
TSXV Policy 2.4, has not commenced commercial operations and has no
assets other than cash.
Following closing of the Transaction, Sleeping Giant will be a
Tier 2 Oil and Gas Issuer listed on the TSXV with non-operated oil
and gas assets in Alberta.
Further Information
Completion of the Transaction is subject to a number of
conditions, including but not limited to, final acceptance of TSXV.
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 Filing
Statement, 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.
The TSXV has in no way passed upon the merits of the Transaction
and has neither approved nor disapproved the contents of this press
release. Trading in the Sleeping Giant Shares will remain halted
pursuant to TSXV policies until following closing of the
Transaction.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
For more information regarding Sleeping Giant, please contact
Terence S. Meek, the Chief Executive
Officer of Sleeping Giant at 402-813-3244.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION:
This news release includes certain 'forward-looking information"
under applicable Canadian securities legislation. Forward-looking
information includes, but is not limited to, statements with
respect to: the Transaction and certain terms and conditions
thereof; the business of Sleeping Giant; the completion of the
Transaction; the number of Sleeping Giant Shares issued pursuant to
the Offering; the closing of the Offering; and final approval of
the Transaction by the TSXV. Forward-looking statements are
necessarily based upon a number of estimates and assumptions that,
while considered reasonable, are subject to known and unknown
risks, uncertainties, and other factors which may cause the actual
results and future events to differ materially from those expressed
or implied by such forward-looking statements. Such factors
include, but are not limited to: future prices and the supply of
hydrocarbons; future demand for hydrocarbons; inability to raise
the money necessary to incur the expenditures required to retain
and advance the property; environmental liabilities (known and
unknown); general business, economic, competitive, political and
social uncertainties; results of exploration programs; risks of the
oil and gas industry; delays in obtaining governmental approvals;
and failure to obtain regulatory or shareholder approvals. There
can be no assurance that such statements will prove to be accurate,
as actual results and future events could differ materially from
those anticipated in such statements. Accordingly, readers should
not place undue reliance on forward-looking statements. Sleeping
Giant disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
This news release shall not constitute an offer to sell or
the solicitation of an offer to buy any securities in any
jurisdiction, nor shall there be any sale of securities in any
state in the United States in
which such offer, solicitation or sale would be unlawful. The
securities referred to herein have not been and will not be
registered under the United States Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements.
SOURCE Sleeping Giant Capital Corp.