Giant Mining Corp. — Capital/Financing Update 2026

May 13, 2026

No securities regulatory authority or regulator has assessed the merits of these securities or reviewed this document. Any representation to the contrary is an offence. This Offering may not be suitable for you and you should only invest in it if you are willing to risk the loss of your entire investment. In making this investment decision, you should seek the advice of a registered dealer.

These securities have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any of the securities laws of any state of the United States, and may not be offered or sold within the United States or for the account or benefit of U.S. persons or persons in the United States except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This Offering Document does not constitute an offer to sell, or the solicitation of an offer to buy, any of these securities within the United States or to, or for the account or benefit of, U.S. persons or persons in the United States. "United States" and "U.S. person" have the meanings ascribed to them in Regulation S under the U.S. Securities Act.

This Offering Document (the "Offering Document") constitutes an offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities and to those persons to whom they may be lawfully offered for sale. This Offering Document is not, and under no circumstances is to be construed as a prospectus or advertisement or a public offering of these securities.

OFFERING DOCUMENT UNDER THE LISTED ISSUER FINANCING EXEMPTION

May 12, 2026

COPPER ONE RESOURCES CORP.
(the "Issuer", "Copper One" or "we")

SUBSCRIPTION PRICE $0.43 PER UNIT

PART 1 – SUMMARY OF OFFERING

What are we offering?

| Offering: | Up to 5,813,953 units of the Issuer, consisting of up to 3,488,372 flow-through units (a “FT Unit”) and up to 2,325,581 non-flow-through units (a “NFT Unit” and collectively with the FT Units, the “Units”).
Each FT Unit will consist of one common share in the capital of the Issuer (a “Share”) which will be designated as a flow-through Share (a “FT Share”) pursuant to subsection 66(15) of the Income Tax Act (Canada) (the “Tax Act”) (a “FT Unit Share”) and one non-flow-through Share purchase warrant which will also be designated as a “flow-through share” (a “FT Unit Warrant”, and together with the FT Unit Shares, the “FT Securities”). Each NFT Unit will consist of one Share and one Share purchase warrant (a “NFT Unit Warrant”).
Each FT Unit Warrant and NFT Unit Warrant (collectively, the “Warrants”) will entitle the holder to purchase one non-flow-through Share (each, a “Warrant Share”) at a price of $0.70 per Share for a period of 12 months from the date of closing of the Offering, subject to the Accelerated Exercise Period (as defined below), after which time the Warrants will be void and of no value. |
| --- | --- |

LEGAL_49486001.5

---

| | For greater certainty, the proceeds from the exercise of the Warrants will not be flow-through eligible.

The Units are being offered pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 Prospectus Exemptions (“NI 45-106”) as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the “Order”). |
| --- | --- |
| Offering Price: | $0.43 per FT Unit and $0.43 per NFT Unit (the “Offering Price”). |
| Offering Amount: | Up to 3,488,372 FT Units and up to 2,325,581 NFT Units (collectively, the “Offering”). There is no minimum Offering. |
| Closing Date: | The Offering may close in one or more closings, with the initial closing expected to occur on or about May 30, 2026, or such earlier or later date that the Issuer may determine. On each such closing date (“Closing Date”), Units will be issued against receipt of funds. The outside date to close the Offering is June 26, 2026 (45 days from the announcement of the Offering). Subscription agreements for the Offering will be available on or about the date hereof and acceptance of subscriptions are subject to the Issuer’s sole and unfettered discretion.

The subscription agreements for the Offering require the Subscribers to acknowledge and agree that the Issuer may, in its absolute discretion, choose not to accept the Subscriber’s subscription, in whole or in part, notwithstanding prior receipt by the Subscriber of a notice of acceptance of such subscription. |
| Flow-Through Tax Considerations: | The Issuer agrees and covenants that it will use an amount equal to the gross proceeds received by the Issuer from the sale of the FT Securities, pursuant to the provisions in the Tax Act, to incur eligible “Canadian exploration expenses” (“CEE”) as defined in s. 66.1(6) of the Tax Act that qualify as “flow-through critical mineral mining expenditures” as defined in subsection 127(9) of the Tax Act (the “Qualifying Expenditures”) related to the Issuer’s projects, on or before December 31, 2027 (or such other period as may be permissible under applicable tax legislation), and to renounce all the Qualifying Expenditures in favour of the subscribers of the FT Securities effective December 31, 2026.

In the event the Issuer is unable to renounce Qualifying Expenditures effective on or prior to December 31, 2026 for each FT Securities purchased in an aggregate amount not less than the proceeds of the sale of the FT Units, the Issuer will indemnify each subscriber for the additional taxes payable by such subscriber as a result of the Issuer’s failure to renounce the Qualifying Expenditures as agreed. |
| Exchange: | The Shares of the Issuer are listed on the Canadian Securities Exchange (the “Exchange”) under the symbol “BFG”, on the Frankfurt Stock Exchange under the symbol “YW5” and quoted on the OTC Pink Sheets under the symbol “BFGFF”.

The Warrants are not listed on any stock exchange. |
| Last Closing Price: | The closing price of the Shares on the Exchange on May 11, 2026 (the last trading day prior to the date of this Offering Document) was $0.53. |
| Description of Shares: | The holders of Shares are entitled to: (i) receive dividends as and when declared by the board of directors of the Issuer, out of the moneys properly applicable to the payment of dividends, in such amount and in such form as the board of directors may from time to time determine; (ii) in the event of the dissolution, liquidation or winding-up of the Issuer, whether voluntary or involuntary, or any other distribution of the assets of the Issuer among its shareholders for the purpose of winding-up its affairs, receive the remaining property and assets of the Issuer; and (iii) in the event of the liquidation or winding-up of the Issuer’s shares, the Issuer may, in its sole discretion, receive the underlying liabilities of the Issuer’s shares and, in its sole discretion, the underlying liabilities of the Issuer’s shares’ stock, and (iv) in the event of liquidation or winding-up of the Issuer’s shares’ shares’ real estate, and (v) in the event of liquidation or winding-up of the Issuer’s shares’ shares’ real estate’s real estate’s interest, and (vi) in the event of liquidation or winding-up of the Issuer’s shares’ shares’ real estate’s real estate’s interest, and (vii) in the event of liquidation or winding-up of the Issuer’s interest, and (viii) in the event of liquidation, including any other liquidation or winding-up of the Issuer’s interest. |

LEGAL_49486001.5

---

LEGAL_49486001.5

(iii) receive notice of and to attend all meetings of the shareholders of the Issuer and to have one vote for each Share held at all meetings of the shareholders of the Issuer, except for meetings at which only holders of another specified class or series of shares of the Issuer are entitled to vote separately as a class or series.

Description of Warrants:

Each Warrant will entitle the holder to acquire, subject to adjustment in certain circumstances, one Warrant Share at an exercise price of $0.70 until 5:00 p.m. (Vancouver time) on the date that is 12 months following the Closing Date, after which time the Warrants will be void and of no value. The Warrants are subject to an acceleration clause whereby if the closing price of the Shares on the Exchange is equal to or exceeds $0.90 for 5 consecutive trading days, the Issuer may, in its sole discretion, provide written notice to the holders of the Warrants by way of a news release advising that the Warrants will expire on the 30^{th} day following the date of such news release unless exercised by the holders prior to such date (the “Accelerated Exercise Period”).

The Warrants will be governed by the terms and conditions set out in the certificate representing the Warrants (the “Warrant Certificates”) delivered to you at the closing of the Offering. The Warrant Certificates will provide for adjustment in the number of Warrant Shares issuable upon the exercise of the Warrants and/or the exercise price per Warrant Share upon the occurrence of certain customary events. Notwithstanding the foregoing, the terms and conditions governing the Warrants may, at the election of the Issuer, be provided in an indenture entered into between the Issuer and a trustee, pursuant to which subscribers will be provided Warrant Certificates.

No fractional Warrant Shares will be issuable to any holder of Warrants upon the exercise thereof, and no cash or other consideration will be paid in lieu of fractional shares. The holding of Warrants will not make the holder thereof a shareholder of the Issuer or entitle such holder to any right or interest in respect of the Warrants except as expressly provided in the Warrant Certificate. Holders of Warrants will not have any voting or pre-emptive rights or any other rights of a holder of Shares. |

No securities regulatory authority or regulator has assessed the merits of these Securities or reviewed this document. Any representation to the contrary is an offence. This Offering may not be suitable for you and you should only invest in it if you are willing to risk the loss of your entire investment. In making this investment decision, you should seek the advice of a registered dealer.

The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, any U.S. person or any person in the United States, absent an exemption from the registration requirements of the U.S. Securities Act and any applicable U.S. state securities laws. The Warrants will not be exercisable by, or on behalf of, a person in the United States or a U.S. person unless exemptions from the registration requirements of the U.S. Securities Act and any applicable state securities laws are available at the time of exercise. Securities issued to, or for the account or benefit of, a U.S. person or a person in the United States pursuant to exemptions from the registration requirements of the U.S. Securities Act and any applicable state securities laws will be “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act subject to certain restrictions on transfer set forth therein, and may be represented by definitive certificates or other instruments bearing a legend regarding such restrictions.

All references in this Offering Document to “dollars” or “$” are to Canadian dollars, unless otherwise stated.

General Information

The Issuer is conducting a listed issuer financing under section 5A.2 of NI 45-106 Prospectus Exemptions. In connection with this Offering, the Issuer represents the following is true:

• The Issuer has active operations and its principal asset is not cash, cash equivalents or its exchange listing;

---

• The Issuer has filed all periodic and timely disclosure documents that it is required to have filed;
• The Issuer is relying on the exemptions in the Order and is qualified to distribute securities in reliance on the exemptions included in the Order;
• The total dollar amount of this Offering, in combination with the dollar amount of all other offerings made under the listed issuer financing exemption in the 12 months immediately before the date of this Offering Document, will not exceed $25,000,000;
• The Issuer will not close this Offering unless the Issuer reasonably believes it has raised sufficient funds to meet its business objectives and liquidity requirements for a period of 12 months following the distribution; and
• The Issuer will not allocate the available funds from this Offering to an acquisition that is a significant acquisition or restructuring transaction under securities law or to any other transaction for which the Issuer seeks security holder approval.

Cautionary Note Regarding Forward-Looking Statements

This Offering Document contains forward-looking statements. Often, but not always, forward-looking statements can be identified by words such as "plans", "will", "proposes", "expects", "estimates", "intends", "anticipates" or "believes", or variations (including negative and grammatical variations) of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. All statements, other than statements of historical fact, that address activities, events or developments that the Issuer believes, expects or anticipates will or may occur in the future (including, without limitation, statements regarding any objectives and strategies of the Issuer) are forward-looking statements. Examples of such forward-looking statements in this Offering Document include the Issuer's business plans focused on the exploration and development of the Issuer's mineral properties; the proposed work program on the Issuer's mineral properties; costs and timing of future exploration and development activities; timing and receipt of approvals, consents and permits under applicable legislation; use of available funds, including the proceeds of the Offering and the costs of the Offering; completion of the Offering; business objectives and milestones; and adequacy of financial resources. These forward-looking statements reflect the current expectations, assumptions or beliefs of the Issuer based on information currently available to the Issuer.

Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect. The material factors and assumptions used to develop the forward-looking statements contained in this Offering Document include, without limitation, the availability and final receipt of required approvals, licenses and permits, sufficient working capital, access to adequate services and supplies, economic conditions, commodity prices, foreign currency exchange rates, interest rates, access to equity and debt markets and associated costs of funds, availability of a qualified work force, that the Issuer is able to procure equipment and supplies in sufficient quantities and on a timely basis, that engineering and exploration timetables and capital costs for the Issuer's exploration plans are not incorrectly estimated or affected by unforeseen circumstances or adverse weather conditions, that any environmental and other proceedings or disputes are satisfactorily resolved, and that the Issuer maintains its ongoing relations with its business partners and governmental authorities.

There can be no assurance that forward-looking statements will prove to be accurate, as actual results, performance or developments could differ materially from those anticipated in such statements. Although the Issuer believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein. The factors identified above are not intended to represent a complete list of the factors that could affect the Issuer.

LEGAL_49486001.5

---

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Issuer's actual results, performance or developments to be materially different from any future results, performance or developments expressed or implied by the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, the Issuer. Prospective investors should carefully consider all information contained in this Offering Document including information contained in this section entitled "Cautionary Note Regarding Forward-Looking Statements", before deciding to purchase the Securities. Additionally, purchasers should consider the risk factors set forth below, as well as risks described in the Issuer's filings that are available on the Issuer's SEDAR+ profile at www.sedarplus.ca. Risks which may impact the forward-looking information contained in this Offering Document include but are not limited to: fluctuations in mineral and commodity prices; risks and hazards associated with the business of mineral exploration and development (including environmental hazards, potential unintended releases of contaminants, accidents, unusual or unexpected geological or structural formations); the speculative nature of mineral exploration and development; the Issuer's ability to obtain additional funding; the absence of known resources; environmental risks and remediation measures, including evolving environmental regulations and legislation; changes in laws and regulations impacting exploration and mining activities; the Issuer's mineral properties being subject to prior unregistered agreements, transfers or claims and other defects in title; legal and litigation risks; statutory and regulatory compliance; insurance and uninsurable risks; the Issuer's history of losses and negative cashflow, which will continue into the foreseeable future; the Issuer's inability to pay dividends; volatility in the Issuer's Share price; the Issuer's dependence on its management team and its ability to attract and retain specialized skills and knowledge; relations with and claims by local communities and non-governmental organizations; actual and perceived political risks in local jurisdictions; the effectiveness of the Issuer's internal control over financial reporting; cybersecurity risks; general business, economic, competitive, political and social uncertainties; and public health crises and other uninsurable risks.

These forward-looking statements are made as of the date of this Offering Document and not as of any subsequent Closing Date, and, other than as required by applicable securities laws, the Issuer disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise.

PART 2– SUMMARY DESCRIPTION OF BUSINESS

What Is Our Business?

Copper One is engaged in the identification, review and acquisition of latter stage copper and copper, silver or gold assets. This is in direct response to the growing worldwide demand and lack of supply for precious metals fueled by the Green New Deal in the United States 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 Issuer currently holds interests in three mineral properties, as described below.

The Issuer's flagship project is the Majuba Hill Copper, Silver and Gold District located 156 miles outside Reno, Nevada, United States (the "Majuba Hill Project").

In addition to the Majuba Hill Project, the Issuer has entered into the Property Purchase Agreement to acquire a 100% legal and beneficial interest in the Redonda Copper Property, consisting of nine mineral claims located northeast of Campbell River in the Vancouver Mining Division of British Columbia. The Redonda Copper Property is an early-stage exploration property and the Issuer intends to conduct initial exploration activities on the property, subject to and conditional upon the completion of the acquisition pursuant to the Property Purchase Agreement. See "Recent Developments" below. The Issuer has also acquired the right to earn up to a 100% interest in the Redhill Property, an early-stage exploration property located in the Ashcroft area of British Columbia within the Kamloops Mining District. The Issuer intends to conduct initial exploration activities on the Redhill Property. See "Recent Developments" below.

Recent Developments

The most material recent developments in our business are:

LEGAL_49486001.5

---

• On May 1, 2026, the Issuer entered into a property purchase agreement (the “Property Purchase Agreement”) with Uranium One Mining Corp. (formerly “Vanguard Mining Corp.”) pursuant to which the Issuer will acquire a 100% legal and beneficial interest in nine mineral claims known as the Redonda Copper property (the “Redonda Copper Property”) located northeast of Campbell River in the Vancouver Mining Division of British Columbia for cash consideration of $1,100,000. Upon completion of the acquisition of the Redonda Copper Property, the Redonda Copper Property will be subject to a 3% net smelter return royalty in favour of Homegold Resources Ltd. and other permitted encumbrances as set out in the Property Purchase Agreement.

• On April 29, 2026, the Issuer changed its name from “Giant Mining Corp.” to “Copper One Resources Corp.” and consolidated its Shares on a ten-for-one basis.

• On April 21, 2026, the Issuer entered into an option agreement with Homegold, Johan Thom Shearer Ltd., and Bessor Minerals Inc., pursuant to which the Issuer acquired the right to earn up to a 100% interest in the Redhill property (the “Redhill Property”) located in the Ashcroft area of British Columbia within the Kamloops Mining District.

• On March 19, 2026, the Issuer entered into an amended and restated equity distribution agreement (the “Amended ATM Agreement”) with Haywood Securities Inc. (“Haywood”), amending and restating the equity distribution agreement (the “ATM Agreement”) dated September 29, 2025. The ATM Agreement provided for an at-the-market offering of up to $5 million Shares, while the Amended ATM Agreement provides for an at-the-market offering of up to $15 million. The Issuer filed an amended and restated prospectus supplement to qualify the distribution of Shares issuable pursuant to the Amended ATM Agreement.

• On March 6, 2026, the Issuer entered into a share purchase agreement with Sovereon Gold Corp. (“Sovereon”) to sell one hundred and sixty (160) Shares (the “Subject Shares”) of Premium Exploration (USA) Inc. (“Premium”) for a total purchase price of US$1,000,000 (the “Purchase Price”). The Subject Shares represent 16% of the issued and outstanding shares of Premium. Sovereon satisfied the Purchase Price through the issuance of a secured promissory note to the Issuer, dated March 6, 2026, in the principal amount of US$1,000,000 (the “Promissory Note”). The Promissory Note will mature eighteen (18) months from the date of issuance (the “Maturity Date”) and will bear interest at a rate of 6% per annum, payable on the Maturity Date. As security for the Promissory Note, Sovereon has granted the Issuer a security interest in the Subject Shares pursuant to a share pledge agreement dated March 6, 2026.

• On December 5, 2025, John Percival was appointed as director and non-executive chairman of the board of directors of the Issuer.

• On September 29, 2025, the Issuer entered into the ATM Agreement with Haywood. The Issuer filed a prospectus supplement to qualify the distribution of the Shares issuable pursuant to the ATM Agreement.

• On June 16, 2025, in-depth review of core, core logs & photos, and recent surface mapping and sampling was undertaken by the Issuer. Along with the in-depth review, additional work was undertaken at the Majuba Hill Project including:

• Field and underground geologic reviews and reconnaissance-style surface mapping for the Southern, Northern, and Ball Park Breccia Zones;

• 96 soil samples were added to the existing grid coverage; extending sampling to cover soil covered areas along the eastern slopes of the Ball Park Breccia Zone;
• Reinterpreted key cross-sections utilized internally by Copper One for 3D modeling and used by RESPEC for the block model and a possible maiden mineral resource; and

• RESPEC was engaged to review and incorporate all the new work into the geologic block model plus silver assays and recalculate pit.

• On July 22, 2025, the special warrants from the Issuer’s private placement of 15,187,293 special warrants (the “Special Warrants”) issued at a price of $0.20 per Special Warrant for gross proceeds of $3,037,459 which closed June 27, 2025 (the “Special Warrant Offering”) converted to units upon the filing of a prospectus supplement by the Issuer.

LEGAL_49486001.5

---

• On June 27, 2025, the Issuer closed the Special Warrant Offering. Each Special Warrant automatically converts, for no additional consideration, into one unit of the Issuer on the date that is the earlier of: (i) the date that is three business days following the date on which the Issuer files a prospectus supplement to a short form base shelf prospectus with the securities commissions qualifying distribution of the units underlying the Special Warrants, and (ii) the date that is four months and one day after the closing of the Offering. Each unit consists of one Share and one Share purchase warrant of the Issuer, 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 Exchange, 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 Issuer's election, be given 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.

• From March 17 to May 30, 2025, the Issuer undertook drilling at the Majuba Hill Project.

Flow-Through Share Considerations

The following discussion is relevant only to the initial purchaser(s) of the FT Units who, for the purposes of the Tax Act, is resident or deemed to be resident in Canada at all relevant times (the "FT Subscribers"). This summary reflects that the Issuer is agreeing to incur Qualifying Expenditures in an amount not less than the gross proceeds from the sale of the FT Units to be renounced to FT Subscribers with an effective date of no later than December 31, 2026. While the Issuer will furnish each FT Subscriber hereunder with information with respect to renounced Qualifying Expenditures for purposes of filing income tax returns, the preparation and filing of returns will remain the responsibility of each FT Subscriber.

The Canadian federal and provincial income tax consequences to a particular FT Subscriber will vary according to a number of factors, including the particular province in which the FT Subscriber resides, carries on business or has a permanent establishment, the legal characterization of the FT Subscriber as an individual or a corporation, and the amount that would be the FT Subscriber's taxable income but for the investment in the FT Securities. This summary does not describe the special tax considerations applicable to a purchaser of FT Units who chooses to donate their FT Securities to a registered charity. Such potential purchasers should consult their own tax advisors.

Qualifying Expenditures

Subject to certain limitations and restrictions contained in the Tax Act, the Issuer will be entitled to renounce to the initial purchaser of FT Units hereunder certain Qualifying Expenditures incurred by the Issuer during the period to December 31, 2027 (the "Expenditure Period") in an amount equal to $0.43 per FT Unit. The Qualifying Expenditures will be renounced to the FT Subscriber with an effective date on or before December 31, 2026. Such Qualifying Expenditures that are properly renounced to an FT Subscriber will be deemed to have been incurred by that FT Subscriber on the effective date of the renunciation and will be added to such FT Subscriber's "cumulative Canadian exploration expense" (as defined in the Tax Act) ("CCEE") account.

The Tax Act contains a one year "look-back" rule which, if certain conditions are satisfied, entitles the Issuer to renounce certain Qualifying Expenditures incurred by it in 2027 to FT Subscribers effective on December 31, 2026. In other words, the FT Subscribers are deemed to have incurred the Qualifying Expenditures on December 31, 2026 even though the Issuer may not incur the Qualifying Expenditures until calendar 2027. For this rule to apply the Issuer must renounce the Qualifying Expenditures to the FT Subscriber in either January, February or March of 2027 and actually incur the amounts so renounced by the end of calendar 2027. In the event that the Issuer does not incur the amounts renounced under the one year "look-back" rule by the end of calendar 2027, the Issuer will be required to reduce the amount of Qualifying Expenditures renounced to the FT Subscribers and the FT Subscribers' income tax returns for the years in which the Qualifying Expenditures were claimed will be reassessed accordingly. The Issuer has agreed to indemnify each FT Subscriber for the additional taxes payable by such FT Subscriber in the event of the Issuer's failure to renounce the Qualifying Expenditures (as outlined below) as agreed.

LEGAL_49486001.5

---

An FT Subscriber may deduct in computing such FT Subscriber's income from all sources for a taxation year an amount not exceeding 100% of the balance of such FT Subscriber's CCEE account at the end of that taxation year. Deductions claimed by an FT Subscriber reduce the FT Subscriber's CCEE account. To the extent that an FT Subscriber does not deduct the balance of such FT Subscriber's CCEE account at the end of the taxation year, the balance may be carried forward and deducted in subsequent taxation years in accordance with the provisions of the Tax Act. The right to deduct CCEE accrues to the initial FT Subscriber of Offered FT Securities and is not transferable.

An FT Subscriber who is an individual (other than a trust) will be entitled to a non-refundable investment tax credit equal to 30 percent of the "flow-through critical mineral mining expenditures" renounced to the Subscriber (the "Federal Critical Mineral Credit"). A "flow-through critical mineral mining expenditure" is defined in subsection 127(9) of the Tax Act to include certain Canadian exploration expense incurred in conducting certain mining exploration activity from or above the surface of the earth primarily targeting "critical minerals" as defined in the Tax Act (which definition includes copper and uranium). The Federal Critical Mineral Credit may be deducted in accordance with detailed rules in the Tax Act against tax payable under the Tax Act in the taxation year in which the flow-through critical mineral mining expenditure is incurred or carried back three years and forward twenty years. The Issuer has agreed to incur and renounce Qualifying Expenditures that will qualify for the Federal Critical Mineral Credit. FT Subscribers that claim the Federal Critical Mineral Credit in respect of Qualifying Expenditures will not be entitled to claim the 15% investment tax credit with respect to "flow-through mining expenditures" in respect of such Qualifying Expenditures.

Material Facts

There are no material facts about the Issuer and the Securities being distributed hereunder that have not been disclosed either in this Offering Document or in another document filed by the Issuer over the 12 months preceding the date of this Offering Document on the Issuer's profile at www.sedarplus.ca. You should read these documents prior to investing.

What are the business objectives that we expect to accomplish using the available funds?

The following table sets out: (i) the business objectives the Issuer expects to accomplish using its available funds following the Offering; (ii) the significant event(s) that must occur for each business objective to be accomplished; and (iii) the anticipated time period for completion and estimated cost for each such event.

Business Objectives	Preceding Significant Event(s) (each, an “Event”)	Expected Time Period for Event	Cost of Event
Exploration of the Redonda Project^{(1)}	Completion of the acquisition of the Redonda Copper Property pursuant to the Property Purchase Agreement, receipt of all necessary permits and engagement of contractors.	6 months	$1,000,000
Exploration of the Redhill Project	Receipt of all necessary permits and engagement of contractors for exploration of the Redhill Property.	6 months	$500,000
TOTAL:			$1,500,000

Notes:

(1) Exploration of the Redonda Project is subject to and conditional upon the completion of the acquisition of the Redonda Copper Property pursuant to the Property Purchase Agreement. In the event that the acquisition does not complete, the Issuer intends to reallocate the funds designated for exploration of the Redonda Project to its other mineral properties or for general working capital purposes.

LEGAL_49486001.5

---

PART 3 – USE OF AVAILABLE FUNDS

What will our available funds be upon the closing of the Offering?

The following table ("Table 1") sets out information regarding the Issuer's available funds after completion of the Offering.

		Assuming 100% of the Offering
A	Amounts to be raised by the Offering	$2,500,000
B	Selling commissions and fees(1)	$175,000
C	Estimated Offering costs (e.g., legal, filing fees)	$15,000
D	Net proceeds of Offering: D = A –(B+C)	$2,310,000
E	Working capital as at most recent months end (deficiency)	$13,981,097(2)
F	Additional sources of funding(3)	$Nil
G	Total available funds: G = D+E+F	$16,291,097

Notes:
(1) Assumes payment of approximately 7% cash commissions to eligible finders.
(2) Working capital as at April 30, 2026 is an unaudited estimate based on preliminary information and subject to customary financial reporting procedures and adjustments.
(3) The Issuer has entered into an amended and restated equity distribution agreement with Haywood Securities Inc. dated March 19, 2026 providing for an at-the-market offering of up to $15,000,000 in Shares (the "Amended ATM Agreement"). The available funds set out in this table do not include any proceeds that may be received by the Issuer pursuant to the Amended ATM Agreement or any proceeds that may be received upon the exercise of the Warrants or any other outstanding convertible securities of the Issuer.

How will we use the available funds?

The following table sets out how the Issuer intends to use the available funds described in Table 1 above.

Description of intended use of available funds listed in order of priority	Assuming 100% of the Offering
Exploration – Redonda Project + Redhill Project	$1,500,000
Addition to working capital	$810,000(1)
Plus estimated working capital as at April 30, 2026, being Item E from Table 1 above	$13,981,097
Total: [Item G from Table 1 above]	$16,291,097

Notes:
(1) This amount is calculated as Item D plus Item F from Table 1, minus the "Cost of the Event" ($1,500,000 from Table 1 (being the costs associated with Exploration on the Redonda Project and the Redhill Project in the line immediately above).

The above-noted allocation of capital and anticipated timing represents the Issuer's current intentions based upon its present plans and business condition, which could change in the future as its plans and business conditions evolve. Although the Issuer intends to expend the proceeds from the Offering as set forth above, there may be circumstances where, for sound business reasons, a reallocation of funds may be deemed prudent or necessary and may vary materially from that set forth above, as the amounts actually allocated and spent will depend on a number of factors, including the Issuer's ability to execute on its business plan.

The Issuer has generated negative cash flows from operating activities since inception and anticipates that it will continue to have negative operating cash flow beyond the 12 months after the final Closing Date. As a result, certain of the net proceeds from this Offering may be used to fund such negative cash flow from operating activities in future periods. See the "Cautionary Note Regarding Forward-Looking Statements" section above.

The most recent unaudited interim financial statements of the Issuer for the three and six months ended December 31, 2025 included a going-concern note. The Issuer is still in the exploration stage and the Issuer has not yet generated positive cash flows from its operating activities, which may cast doubt on the Issuer's ability to continue as a going concern. The

LEGAL_49486001.5

---

Offering is intended to permit the Issuer to continue to explore its properties and is not expected to affect the decision to include a going concern note in the next financial statements of the Issuer.

How have we used the other funds we have raised in the past 12 months?

On June 27, 2025, the Issuer completed the Special Warrant Offering for gross proceeds of approximately $3,037,459. The following table sets outs the particulars of how the Issuer used proceeds from the Special Warrant Offering, as well as an explanation of the variances, if any, from the Issuer's anticipated use of proceeds as disclosed in documents previously filed with securities commissions or similar authorities in Canada, and the impact of any variances on the Issuer's ability to achieve its business objectives and milestones:

Proposed Use of Funds of Special Warrant Offering		Actual Use of Funds from Special Warrant Offering	(Over)/Under Expenditure	Explanation of Variance on Business Objectives
Exploration of Majuba Hill Project	$358,717	$358,717	$Nil	N/A
General and Administrative Expenses	$2,678,741	$1,226,007	$(1,452,734)	The variance of $1,452,734 from the intended use was reallocated to market awareness costs. This reallocation did not materially impact the Issuer's ability to achieve its business objectives and milestones.
TOTAL:	$3,037,458	$1,584,724	$(1,452,734)	N/A

PART 4 - FEES AND COMMISSIONS

Who are the dealers or finders that we have engaged in connection with this Offering, if any, and what are their fees?

The Issuer may pay a cash fee of up to 7% of the gross proceeds of the Offering to certain eligible finders who introduce investors to the Issuer. The Issuer may also issue to eligible finders that number of finder's warrants equal to 7% of the number of Units sold under the Offering. Each finder's warrant will be exercisable for one Share at an exercise price of $0.70 for a period of 12 months from the Closing Date (subject to the Accelerated Exercise Period). At this time, the names of such finders and the amount of compensation to be paid are unknown.

U.S. OFFERING RESTRICTIONS

The Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state in the United States and, subject to certain exemptions from registration under the U.S. Securities Act and applicable state securities laws, may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons or persons in the United States.

This Offering Document does not constitute an offer to sell or a solicitation of an offer to buy any Shares in the United States to, or for the account or benefit of, U.S. persons or persons in the United States. In addition, until 40 days after

LEGAL_49486001.5

---

the commencement of the Offering, an offer or sale of Shares within the United States or, to or for the account or benefit of, U.S. persons or persons in the United States by any dealer (whether or not participating in the Offering) may violate the registration provisions of the U.S. Securities Act unless made otherwise than in accordance with an exemption from the registration requirements under the U.S. Securities Act and similar exemptions under applicable state securities laws.

The Warrants will not be exercisable by, or on behalf of, a person in the United States or a U.S. person, nor will certificates or other instruments representing the Warrant Shares issuable upon exercise of the Warrants be registered or delivered to an address in the United States, unless an exemption from the registration requirements of the U.S. Securities Act and any applicable state securities laws is available and provided that, subject to certain exceptions, the Issuer has received an opinion of counsel of recognized standing to such effect in form and substance satisfactory to the Issuer.

PART 5 – PURCHASERS’ RIGHTS

Rights of action in the Event of a Misrepresentation.

If there is a misrepresentation in this Offering Document, you have a right

(a) to rescind your purchase of these securities with the Issuer, or
(b) to damages against the Issuer and may, in certain jurisdictions, have a statutory right to damages from other persons.

These rights are available to you whether or not you relied on the misrepresentation. However, there are various circumstances that limit your rights. In particular, your rights might be limited if you knew of the misrepresentation when you purchased the securities.

If you intend to rely on the rights described in paragraph (a) or (b) above, you must do so within strict time limitations.

You should refer to any applicable provisions of the securities legislation of your province or territory for the particulars of these rights or consult with a legal adviser.

PART 6 – ADDITIONAL INFORMATION ABOUT THE ISSUER

Where can you find more information about us?

You can access the Issuer’s continuous disclosure under its profile at www.sedarplus.ca and at www.giantminingcorp.com.

LEGAL_49486001.5

---

LEGAL_49486001.5

PART 7 – DATE AND CERTIFICATE

Dated: May 12, 2026

This Offering Document, together with any document filed under Canadian securities legislation on or after May 12, 2025, contains disclosure of all material facts about the Securities being distributed and does not contain a misrepresentation.

(signed) David Greenway
David Greenway
Chief Executive Officer

(signed) Natasha Doe
Natasha Doe
Chief Financial Officer

12