Sun Peak firms up deal to acquire Saudi Discovery

Executive Summary

• Sun Peak Metals Corp. has entered into a definitive share exchange agreement to acquire 100% of Saudi Discovery Company SPV Ltd. (SDC).
• The transaction involves the issuance of 58,065,356 common shares to SDC shareholders, resulting in a post-transaction ownership split of approximately 60% for Sun Peak shareholders and 40% for former SDC shareholders.
• The deal is expected to close in the first week of December 2025, subject to customary conditions including TSX Venture Exchange acceptance, regulatory approvals, and shareholder approval at a special meeting on December 1, 2025.

Key Details

• Transaction Structure: Definitive share exchange agreement dated October 30, 2025.
• Acquisition: Sun Peak Metals Corp. acquires 100% of issued and outstanding shares of Saudi Discovery Company SPV Ltd.
• Consideration: Aggregate of 58,065,356 common shares of Sun Peak Metals Corp. issued to SDC shareholders.
• Post-Transaction Ownership:
  • Sun Peak shareholders: ~60%
  • Former SDC shareholders: ~40%
  • Note: Percentages are exclusive of securities to be issued in connection with a concurrent financing.
• Closing Timeline: Expected to close in the first week of December 2025.
• Regulatory/Approval Conditions:
  • TSX Venture Exchange acceptance.
  • Regulatory approvals.
  • Shareholder approval via special meeting.
• Related Party Transaction Status: Constitutes a related party transaction under Multilateral Instrument 61-101 (MI 61-101) as certain directors and officers of SDC are also directors and officers of Sun Peak.
• MI 61-101 Exemptions: Relies on sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the subject matter and consideration involving interested parties will not exceed 25% of the company's market capitalization.
• Shareholder Meeting Details:
  • Date: December 1, 2025, at 9 a.m. (Vancouver, Canada).
  • Record Date: October 14, 2025.
  • Voting Requirement: Simple majority of votes cast by Sun Peak shareholders, excluding votes cast by certain interested persons.
• Legal Counsel:
  • Sun Peak: DLA Piper (Canada) LLP.
  • Saudi Discovery: Cozen O'Connor LLP.

Notable Quotes

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