Sun Peak, Saudi Discovery plan Arabian-Nubian merger

Executive Summary

• Sun Peak Metals Corp. and Saudi Discovery Company SPV Ltd. have entered a non‑binding LOI to combine their businesses, creating a leading exploration & development company focused on the Arabian‑Nubian Shield.
• The proposed share exchange will give current Sun Peak shareholders ~60 % of the combined entity and SDC shareholders ~40 %; board composition will be 7 directors (4 Sun Peak, 3 SDC).
• The transaction adds ~340 km² of Saudi licences (with an additional ~700 km² pending) to Sun Peak’s existing 1,450 km² Shire project in Ethiopia, unlocking immediate exploration upside and broader access to capital markets.

Key Details

• Transaction Structure: Share‑for‑share exchange; exact exchange ratio to be set in definitive agreement.
• Ownership Post‑Close: Approx. 60 % Sun Peak shareholders / 40 % SDC shareholders.
• Board Composition: 7 directors – 4 current Sun Peak directors + 3 nominated by SDC (including Jim Paterson).
• Regulatory Conditions: Subject to definitive agreement, shareholder approvals (Sun Peak special meeting), TSX‑V acceptance, and applicable Saudi & Canadian regulatory clearances.
• Licences Acquired:
• Six existing Saudi licences covering ~340 km² in VMS‑rich trends.
• Pending applications for an additional ~700 km².
• Exploration Focus: Gold‑copper VMS and orogenic gold targets; early sampling shows up to 17 g/t Au, 7 % Cu, 19 % Zn, 240 g/t Ag.
• Synergies Highlighted: Geographic coverage across the Arabian‑Nubian Shield, combined technical expertise, improved capital market access, and accelerated exploration schedule.
• Shire Project Status: Remains a core asset; Sun Peak will resume drilling on copper‑gold VMS and gold targets in Tigray, Ethiopia.
• No Debt Assumption / No Finder’s Fees: Sun Peak will not assume long‑term debt and no finders’ fees are payable.
• Key Personnel Quotes:
• Greg Davis (President & CEO, Sun Peak) – emphasized rapid entry into Saudi exploration and strategic scaling.
• Jim Paterson (Director, SDC) – highlighted transformative opportunity and strong governance.

Notable Quotes

“We are very pleased to announce this strategic agreement… positions Sun Peak to move quickly into on‑the‑ground exploration and development.” – Greg Davis, President & CEO, Sun Peak

“This combination represents a transformative opportunity to deploy exceptional talent and resources across the Arabian‑Nubian Shield.” – Jim Paterson, Director, Saudi Discovery Company