Giant Mining Corp. — Capital/Financing Update 2025

Jul 8, 2025

Form 51-102F3
MATERIAL CHANGE REPORT

Item 1. Name and Address of Company
Giant Mining Corp. (the “Company”)
1500 – 1055 West Georgia Street
Vancouver, BC V6E 4N7

Item 2. Date of Material Change
June 27, 2025

Item 3. News Release
The news release announcing the material change described herein was disseminated on June 27, 2025 and subsequently filed on SEDAR+.

Item 4. Summary of Material Change
The Company announced that further to its news release dated June 2, 2025, it had closed a non-brokered private placement of special warrants of the Company.

Item 5. Full Description of Material Change

5.1 Full Description of Material Change
The Company announced that further to its news release dated June 2, 2025, it had closed a non-brokered private placement of 15,187,293 special warrants of the Company (each, a “Special Warrant”) at a price of $0.20 per Special Warrant, for aggregate gross proceeds of $3,037,458.60 (the “Offering”).

Each Special Warrant will automatically convert, for no additional consideration, into one unit of the Company (each a “Unit”) 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 (the “Prospectus Supplement”), and (ii) the date that is four months and one day after the closing of the Offering.

Each Unit will be comprised of one common share of the Company (each, a “Share”) and one share purchase warrant (each, a “Warrant”) of the Company, with each Warrant exercisable into one additional Share at an exercise price of $0.32 for four (4) 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 (the “CSE”), or such other market as the Shares may trade from time to time, is or exceeds $0.80 for any five (5) consecutive trading days, in which event the Warrant holder may, at the Company’s election, be given

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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 Warrant holder 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 ten percent or more of the issued and outstanding Shares at such time.

In connection with the Offering, the Company has paid finder’s fees totaling $102,080 and issued an aggregate of 510,400 non-transferable broker warrants (the “Broker Warrants”) to arm’s-length parties. Each Broker Warrant entitles the holder to purchase one Share at an exercise price of $0.32 per Share for a period of four (4) years from the date of closing.

The Company intends to use the proceeds raised from the Offering for ongoing 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 ("MI 61-101"). 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 to 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% of the Company's market capitalization.

Related Party Disclosure

The following supplementary information is provided in accordance with Section 5.2.

(a) a description of the transaction and its material terms:

See item 5 above.

(b) the purpose and business reasons for the transaction:

See item 5 above.

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(c) the anticipated effect of the transaction on the issuer’s business and affairs:

See item 5 above.

(d) a description of:

(i) the interest in the transaction of every interested party and of the related parties and associated entities of the interested parties:

David Greenway

Prior to the completion of the Offering, David Greenway, an officer of the Company, beneficially owned or controlled 4,316,667 common shares representing approximately 5.60% of the issued and outstanding shares. Mr. Greenway also holds 4,157,607 common share purchase warrants, which, together with the 4,316,667 common shares, represents 10.43% of the Company’s securities on a partially diluted basis.

Pursuant to the Offering, Mr. Greenway acquired 1,225,000 Special Warrants. After completion of the Offering, the number of common shares beneficially owned or controlled by Mr. Greenway, upon conversion of the Special Warrants is 5,541,667 common shares, representing 7.07% of the Company’s securities on an undiluted basis. Mr. Greenway will also hold 5,382,607 common share purchase warrants, which together with the 5,541,667 common shares, represent 13.05% of the Company’s securities on a partially diluted basis.

The Warrants issuable to Mr. Greenway pursuant to the Offering will be subject to ten percent blocker provision that restrict the exercise of any Warrants, in the event that such exercise would result in Mr. Greenway holding ten percent or more of the issued and outstanding common shares of the company at such time.

(ii) the anticipated effect of the transaction on the percentage of securities of the issuer, or of an affiliated entity of the issuer, beneficially owned or controlled by each person or company referred to in subparagraph (i) for which there would be a material change in that percentage:

See item (d)(i) above.

(e) unless this information will be included in another disclosure document for the transaction, a discussion of the review and approval process adopted by the board of directors and the special committee, if any, of the issuer for the transaction, including a discussion of any materially contrary view or abstention by a director and any material disagreement between the board and the special committee:

Resolution passed by the board of directors of the Company on June 25, 2025. No special committee was established in connection with the transaction.

(f) a summary in accordance with section 6.5 of MI 61-101, of the formal valuation, if any, obtained for the transaction, unless the formal valuation is included in its entirety in the material change report or will be included in its

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entirety in another disclosure document for the transaction:

Not applicable.

(g) disclosure, in accordance with section 6.8 of MI 61-101, of every prior valuation in respect of the issuer that relates to the subject matter of or is otherwise relevant to the transaction:

i. that has been made in the 24 months before the date of the material change report:

Not applicable.

ii. the existence of which is known, after reasonable enquiry, to the issuer or to any director or senior officer of the issuer:

Not applicable.

(h) the general nature and material terms of any agreement entered into by the issuer, or a related party of the issuer, with an interested party or a joint actor with an interested party, in connection with the transaction:

The Company did not enter into any agreement with an interested party or a joint actor with an interested party in connection with the financing. To the Company's knowledge, no related party to the Company entered into any agreement with an interested party or a joint actor with an interested party, in connection with the financing.

(i) disclosure of the formal valuation and minority approval exemptions, if any, on which the issuer is relying under sections 5.5 and 5.7 of MI 61-101, respectively, and the facts supporting reliance on the exemptions:

The participation of David Greenway in the Offering constitutes a related party transaction under MI 61-101. The Company is relying on the exemptions from the valuation requirement and the minority approval requirement set out in subsections 5.5(a) Fair Market Value Not More than 25% of Market Capitalization and 5.7(1)(a) Fair Market Value Not More than 25% of Market Capitalization, of MI 61-101, respectively.

The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the financing, which the Company deems reasonable in the circumstances so as to be able to avail itself of the proceeds of the financing and complete the financing in an expeditious manner.

The Company will send a copy of this material change report to any security holder of the Company upon request and without charge.

5.2 Disclosure for Restructuring Transactions

Not applicable.

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Item 6. Reliance on subsection 7.1(2) of National Instrument 51–102
Not applicable.

Item 7. Omitted Information
None.

Item 8. Executive Officers
David Greenway
President and CEO
Telephone: (855) 475-0745

Item 9. Date of Report
DATED at Vancouver, BC, this 8th day of July, 2025.

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