Sun Peak Metals closes $6.66-million private placement

Executive Summary

• Sun Peak Metals Corp. closed an oversubscribed, non-brokered private placement for aggregate gross proceeds of $6,668,622.10 on November 27, 2025.
• The financing is directly tied to the proposed acquisition of Saudi Discovery Company SPV Ltd. (SDC), with net proceeds allocated to advancing the Shire VMS project, working capital, and initial exploration of SDC properties.
• The transaction involves complex subscription receipt structures for both Sun Peak and its subsidiary FinCo, with funds held in escrow pending shareholder approval at a special meeting on December 1, 2025, and regulatory approvals.

Key Details

• Gross Proceeds: $6,668,622.10 total.
• Instrument Structure:
  • FinCo Subscription Receipts: 16,032,470 units issued at $0.35 per unit, generating $5,611,364.50.
  • Sun Peak Subscription Receipts: 3,020,736 units issued at $0.35 per unit, generating $1,057,257.60.
• Use of Proceeds: Advancement of the Shire VMS project, working capital, general corporate purposes, and initial exploration work at SDC’s properties upon completion of the acquisition.
• Finder’s Fees:
  • Cash fees of 6% of gross proceeds per finder, totaling $131,121.46.
  • Finder warrants issued: 299,760 FinCo warrants and 56,873 Sun Peak warrants (non-transferable).
  • Warrants are exercisable at $0.50 per share for 36 months from closing.
  • Half of the cash commission paid; balance payable upon conversion of subscription receipts.
• Insider Participation:
  • Insiders subscribed for 500,000 FinCo receipts and 1.73 million Sun Peak receipts.
  • Total insider gross proceeds: $780,500.
  • Classified as a related party transaction under TSX-V Policy 5.9 and MI 61-101; exemptions from formal valuation and minority shareholder approval relied upon.
• Subscription Receipt Conversion Terms:
  • FinCo Receipts: Automatically exchange for one FinCo unit (one FinCo common share + 0.5 FinCo warrant) upon escrow release.
  • Sun Peak Receipts: Automatically exchange for one Sun Peak unit (one Sun Peak share + 0.5 Sun Peak warrant) upon escrow release.
  • Amalgamation: FinCo is expected to amalgamate with another subsidiary, surviving as a wholly owned subsidiary of Sun Peak. Post-amalgamation, FinCo shares/warrants exchange for Sun Peak shares/warrants (exercise price $0.50, 36-month term).
• Hold Periods:
  • Standard 4-month-and-1-day hold period applies to all securities issued, except for Sun Peak shares/warrants issued in exchange for FinCo securities via amalgamation, which have no statutory hold period.
• Escrow Conditions:
  • Gross proceeds (net of half commission) held in escrow.
  • Release Conditions: Completion/waiver of conditions precedent to the SDC acquisition AND receipt of shareholder approval at a special meeting on Dec. 1, 2025, plus regulatory approvals.
  • Failure Conditions: If conditions are not met by 11:59 p.m. Vancouver time on Feb. 25, 2026, or if the company announces the transaction will not proceed, subscription receipts are cancelled, and funds (plus interest) are returned to holders. Company/FinCo responsible for any shortfall.
• Regulatory Status: Subject to final approval of the TSX Venture Exchange.

Notable Quotes

• No direct quotes from executives were included in the provided text.