Giant Mining Corp. — Capital/Financing Update 2024

May 17, 2024

FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1. Name and Address of Company

Giant Mining Corp. (the " Company ") Royal Centre, Suite 1500 P.O. Box 11117 1055 West Georgia Street Vancouver, BC V6E 4N7

Item 2. Date of Material Change

May 14, 2024

Item 3. News Release

The Company disseminated a news release on May 14, 2024.

Item 4. Summary of Material Change

The Company closed a non-brokered private placement consisting of an aggregate of 4,603,021 units (" Units ") at a price of $0.30 per Unit for gross proceeds of $1,380,906.30 (the " Private Placement "). Each Unit is comprised of one common share (each, a " Unit Share ") and one common share purchase warrant (each, a " Warrant "). Each Warrant is exercisable for one additional common share (each, a " Warrant Share ") at the price of $0.40 until May 14, 2026, subject to an accelerated expiry.

In the event that after four months and one day after the Warrants and Finders' Warrants are issued, the closing price of the common shares is at or above $1.20 per common share for five (5) or more consecutive trading days, the Company may provide notice, whether by written notice or the issuance of a news release (the " Acceleration Notice ") to the Holder that the expiry date of the Warrants and Finders' Warrants has been accelerated and that Warrants and Finders' Warrants not exercised within thirty days of the date of the Acceleration Notice will expire thirty days from the date of the Acceleration Notice.

Certain insiders of the Company purchased 1,603,334 Units in the Private Placement. The Company paid an aggregate of $14,406 in cash finders' fees and issued an aggregate of 48,020 finders' warrants (the " Finders' Warrants "). The Finders' Warrants are non-transferable and have the same terms as the Warrants forming part of the Units.

The Shares, Warrants and Finders' Warrants are subject to a hold period until September 15, 2024 pursuant to applicable securities legislation.

Item 5. Full Description of Material Change

5.1 Full Description of Material Change

See attached Schedule "A" for further details regarding the news release disseminated.

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• 5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7. Omitted Information

Not Applicable.

Item 8. Executive Officer

David Greenway President and CEO Telephone: (855) 475-0745

Item 9. Date of Report

May 17, 2024

SCHEDULE "A"

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*Press Release

May 14, 2024

Giant Mining Corp. Announces Closing of Non-Brokered Private Placement of $1,380,906.30

VANCOUVER, BC — May 14, 2024 — 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 April 29, 2024, it has closed an over subscribed non-brokered private placement financing of 4,603,021 units at $0.30 per unit (" Units ") raising gross proceeds of $1,380,906.30 (the " Private Placement ").

Each Unit is comprised of one common share (each, a " Share ") and one share purchase warrant (each, a " Warrant "). Each Warrant entitles the holder thereof to purchase one additional Share of the Company at an exercise price of $0.40 per Share for a period of 24 months from closing, subject to an accelerated expiry.

In the event that after four months and one day after the Warrants and Finders' Warrants are issued, the closing price of the common shares is at or above $1.20 per common share for five (5) or more consecutive trading days, the Company may provide notice, whether by written notice or the issuance of a news release (the " Acceleration Notice ") to the Holder that the expiry date of the Warrants and Finders' Warrants has been accelerated and that Warrants and Finders' Warrants not exercised within thirty days of the date of the Acceleration Notice will expire thirty days from the date of the Acceleration Notice.

Certain insiders of the Company purchased 1,603,334 Units in the Private Placement.

In connection with the Private Placement, the Company paid an aggregate of $14,406 in cash finders' fees and issued an aggregate of 48,020 finders' warrants (the " Finders' Warrants "). The Finders' Warrants are non-transferable and have the same terms as the Warrants forming part of the Units.

The Shares, Warrants and Finders' Warrants are subject to a hold period until September 15, 2024 pursuant to applicable securities legislation.

The net proceeds from the Private Placement will be allocated towards further exploration activities on the Company's Nevada Project and for general corporate purposes.

The securities referred to herein will not be or have not been 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.

About Giant Mining Corp.

Giant Mining Corp. is engaged in the identification, review and acquisition of latter stage copper and copper/silver/gold assets. This is in direct response to the growing worldwide demand and lack of supply

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for precious metals fueled by the Green New Deal in the US and most other developed nations with similar programs aimed at addressing climate change. Such programs are heavily reliant on silver, gold and especially copper to produce Electric Vehicles and other renewable power sources, as well as building infrastructure to provide clean and affordable electricity.

The flagship project is the Majuba Hill copper, silver and gold District located 156 miles (251 km) outside Reno, Nevada, USA. Management has been mandated to focus on safe, mining friendly jurisdictions where government regulations are supportive of mining operations.

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

For further information, please contact:

Joel Warawa VP of Corporate Communications E: info@giantminingcorp.com P: 1 (855) 475-0745

Forward-Looking Statements

This news release contains certain statements that may be deemed "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. Although Giant Mining Corp. 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 forward looking statements. Forward looking statements are based on the beliefs, estimates and opinions of Giant Mining Corp. management on the date the statements are made. Except as required by law, Giant Mining Corp. undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.