Sun Peak Metals Announces $5.0 Million Private Placement Offering of Subscription Receipts

Executive Summary

• Sun Peak Metals Corp. announced a non‑brokered private placement for up to 14,285,714 subscription receipts at $0.35 each, targeting gross proceeds of up to $5 million.
• Proceeds will be placed in escrow and released upon satisfaction of defined Escrow Release Conditions tied to the completion of Sun Peak’s pending business combination with Saudi Discovery Company SPV Limited.
• The subscription receipts automatically convert into units (FinCo common share + ½ warrant) and, after the transaction, into Sun Peak shares and warrants with a $0.50 exercise price, subject to an accelerated expiry provision if TSXV price exceeds $1.00 for 20 consecutive days.

Key Details

• Offering Size: Up to 14,285,714 subscription receipts @ $0.35 each → $5 M gross proceeds (subject to expenses).
• Structure of Units: Each unit = 1 FinCo common share + ½ FinCo warrant.
• Warrant Terms (post‑transaction): One Sun Peak warrant per full warrant, exercisable at $0.50 per share for 36 months from issuance.
• Accelerated Expiry Provision: If TSXV VWAP of Sun Peak shares ≥ $1.00 for 20 consecutive trading days, warrants expire 30 days after company notice or news release (company election).
• Escrow Arrangement: Proceeds held in escrow pending: 1. Completion, satisfaction, or waiver of all conditions precedent to the Transaction; and
  2. Receipt of required shareholder and regulatory approvals.
• Release Timeline: If escrow conditions not met by 90 days after closing, subscription receipts cancel and funds (plus interest) returned to holders; company covers any shortfall.
• Amalgamation Plan: After closing, FinCo will amalgamate with another Sun Peak wholly‑owned subsidiary; subsequently, FinCo (as the surviving entity) will merge into the post‑combination issuer named “Sun Peak Metals Corp.”
• Potential Upside: Company may increase placement size by up to 50% at its discretion.
• Use of Proceeds: Advancement of Sun Peak’s properties, working capital, and general corporate purposes.
• Finder’s Fees: May be paid in accordance with TSXV policies and applicable securities laws.

Notable Quotes

(No direct quotes were provided in the release.)