Sun Peak Metals Closes Oversubscribed $6.7 Million Private Placement Offering of Subscription Receipts

Executive Summary

• Sun Peak Metals closed an oversubscribed non‑brokered private placement raising $6,668,622.10 in gross proceeds.
• Proceeds are earmarked for the pending acquisition of Saudi Discovery Company SPV Ltd., advancement of the Shire VMS Project, working capital and initial exploration on SDC’s properties.
• The offering includes finder's fees of $131,121.46, issuance of non‑transferable finder’s warrants, and escrow arrangements contingent on completion of the transaction and shareholder approval.

Key Details

• Offering Structure – 16,032,470 FinCo Subscription Receipts @ $0.35 each ($5,611,364.50) and 3,020,736 Sun Peak Subscription Receipts @ $0.35 each ($1,057,257.60).
• Total Gross Proceeds: $6,668,622.10.
• Use of Proceeds:
• Fund the acquisition of all issued and outstanding shares of Saudi Discovery Company SPV Ltd. (SDC).
• Advance the Shire VMS Project in Ethiopia.
• Provide working capital and general corporate purposes, including initial exploration on SDC’s properties.
• Finder’s Compensation: 6 % of gross proceeds per finder = $131,121.46; half paid at closing, balance payable upon conversion of subscription receipts.
• Finder’s Warrants Issued: 299,760 FinCo Finder Warrants and 56,873 Sun Peak Finder Warrants (exercisable at $0.50 per share for 36 months).
• Insider Participation: Insiders subscribed to 500,000 FinCo receipts and 1,730,000 Sun Peak receipts ($780,500 total); treated as a related‑party transaction under TSXV Policy 5.9/MI 61‑101.
• Subscription Receipt Conversion Terms:
• Each FinCo receipt converts automatically to one FinCo Unit (1 FinCo share + ½ FinCo warrant).
• Upon completion of the SDC acquisition, each FinCo share exchanges for one Sun Peak share; each FinCo warrant exchanges for one Sun Peak warrant (exercise price $0.50, 36‑month term).
• Each Sun Peak receipt converts to one Sun Peak Unit (1 Sun Peak share + ½ Sun Peak warrant).
• Escrow Arrangement: Net proceeds (after half of finder’s commission) placed in escrow; release upon:
  1. Satisfaction/waiver of all conditions precedent to the SDC transaction, and
  2. Receipt of shareholder approval at a special meeting on December 1 2025 and any required regulatory approvals.
• Failure Conditions: If escrow release conditions are not met by 23:59 Vancouver time on February 25 2026, or the transaction is abandoned, subscription receipts will be cancelled and escrowed funds (plus interest) returned to investors; Sun Peak and FinCo liable for any shortfall.
• Hold Period: All securities issued in the offering subject to a four‑month‑and‑one‑day statutory hold period, except Sun Peak shares/warrants received via the post‑acquisition amalgamation.

Notable Quotes

(No direct quotes were provided in the release.)