Sun PEAK Metals Announces $5.0 Million Private Placement Offering of Subscription Receipts
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
SUN PEAK METALS ANNOUNCES $5.0 MILLION PRIVATE PLACEMENT OFFERING OF SUBSCRIPTION
RECEIPTS
October 16, 2025 – Vancouver, BC – Sun Peak Metals Corp. (TSXV: PEAK | OTCQB: SUNPF) (“Sun Peak” or
the “ Company”) is pleased to announce a non -brokered private placement of up to 14,285,714
subscription receipts (the “ Subscription Receipts ”) of a wholly owned subsidiary of the Company
(“FinCo”) at a price of $0. 35 per Subscription Receipt for aggregate gross proceeds of up to $ 5,000,000
(the “Offering”) in connection with the previously announced business combination with Saudi Discovery
Company SPV Limited (the “Transaction”).
The net proceeds of the Offering are expected to be used for advancement of its properties and for
working capital and general corporate purposes.
Subscription Receipt Terms
The Subscription Receipts will be governed by the terms of a subscription receipt agreement (the
“Subscription Receipt Agreement”) to be entered into between FinCo and a subscription receipt agent.
Each Subscription Receipt will be automatically exchanged upon the satisfaction of Escrow Release
Conditions (as defined below), without any further action by the holder of such Subscription Receipt and
for no additional consideration, for one unit of FinCo (a “Unit”). Each Unit shall consist of one (1) common
share of FinCo (“FinCo Share”) and one-half (1/2) of one warrant of FinCo (each whole warrant, a “FinCo
Warrant”).
Following closing of the Offering, FinCo is expected to amalgamate with another wholly owned subsidiary
of the Company, with FinCo surviving as a wholly owned subsidiary of Sun Peak. Upon completion of the
Transaction, FinCo and the resulting issuer of the Transaction are expected to amalgamate under the
name “Sun Peak Metals Corp.”, and each FinCo Share will be exchanged for one common share of Sun
Peak (“Sun Peak Share”) and each FinCo Warrant will be exchanged for one warrant of Sun Peak (“ Sun
Peak Warrant”), exercisable to acquire one Sun Peak Share at an exercise price of $0.50 per Sun Peak
Share for a period of 36 months from the date of issuance. The Sun Peak Warrants will be subject to an
accelerated expiry provision such that, if the volume -weighted average price of the Sun Peak Shares on
the TSX Venture Exchange (“TSXV”) equals or exceeds $1.00 for 20 consecutive trading days, then the Sun
Peak Warrants will expire 30 days following the date on which the Company either provides notice of
acceleration to the holders of the Sun Peak Warrants or issues a news release announcing the
acceleration, in each c ase at the Company’s election. The Company re serves the right to increase the
private placement by 50% in the context of the market.
PRESS RELEASE
NR 2025-06
For Immediate Release
October 16, 2025
Vancouver, British Columbia
Escrow and Escrow Release Conditions
The gross proceeds of the Offering, net of certain expenses as set out in the Subscription Receipt
Agreement, will be placed in escrow and held by the subscription receipt agent pending satisfaction of
the Escrow Release Conditions, which are expected to i nclude, among other things: (i) completion,
satisfaction or waiver of all conditions precedent to the Transaction in accordance with its terms; and (ii)
receipt of all required shareholder and regulatory approvals, as applicable. Upon satisfaction of the
Escrow Release Conditions, the escrowed funds (less any applicable costs as provided in the Subscription
Receipt Agreement) will be released to FinCo and the Subscription Receipts will be automatically
converted into Units.
If (i) the Escrow Release Conditions are not satisfied by 5:00 p.m. (Toronto time) on the date that is 9 0
days following the closing of the Offering, or (ii) the Company announces that the Transaction will not
proceed, then the Subscription Receipts will be cancelled and the escrowed funds, together with any
interest earned thereon, will be returned to the ho lders of the Subscription Receipts. To the extent that
the escrowed funds are insufficient to return to holders an amount equal to the original purchase price of
the Subscription Receipts, the Company will be responsible for any shortfall.
The Offering is subject to customary closing conditions. The Company may pay finder’s fees in connection
with the Offering, in accordance with applicable securities laws and the policies of the TSXV, if applicable.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in
any jurisdiction.
ABOUT SAUDI DISCOVERY COMPANY
Saudi Discovery Company is a pioneering exploration company advancing high-potential mineral projects
in Saudi Arabia, aligned with Vision 2030.
ABOUT SUN PEAK METALS CORP.
Sun Peak is advancing the district-scale Shire VMS Project in the Tigray Region of northern Ethiopia. The
project covers six exploration licenses totaling approximately 1,450 square kilometers within the highly
prospective Arabian-Nubian Shield, the same geological environment as the Bisha Mine and the Asmara
Projects in Eritrea.
ON BEHALF OF THE BOARD OF DIRECTORS OF SUN PEAK METALS CORP.
Greg Davis,
President, CEO & Director
FOR FURTHER INFORMATION, PLEASE CONTACT:
Greg Davis
(T): +1 (604) 999 1099
(E): [email protected]
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Caution to US Investors
The securities referred to in this news release have not been and will not be registered under the United
States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may
not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent
registration under the U.S. Securities Act and applicable state securities laws, unless an exemption from
such registration is available. This news release does not constitute an offer for sale of securities for sale,
nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must
be made by means of a prospectus containing detailed information about the company and management,
as well as financial statements. “United States” and “U.S. person” have the respective meanings assigned
in Regulation S under the U.S Securities Act.
Disclaimer for Forward-Looking Information
Certain information and statements in this news release may be considered forward -looking information or forward -looking
statements for purposes of applicable securities laws (collectively, “forward-looking statements”), which reflect the expectations
of m anagement regarding its disclosure and amendments thereto. Forward -looking statements consist of information or
statements that are not purely historical, including any information or statements regarding beliefs, plans, expectations or
intentions regardin g the future. Such information or statements may include, but are not limited to, the terms, timing and
completion of the Offering and the Transaction; the anticipated use of proceeds; the satisfaction of the Escrow Release
Conditions; the timing and mechanics of converting the Subscription Receipts into Units and the subsequent exchang e of FinCo
securities for Sun Peak securities; the payment of any finder’s fees; and the receipt of all necessary approvals. Such statements
are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those
contained in the statements. No assurance can be given that any of the events anticipated by the forward- looking statements
will occur or, if they do occur, wh at benefits Sun Peak will obtain from them. These forward -looking statements reflect
management's current views and are based on certain expectations, estimates and assumptions, which may prove to be incorrect.
A number of risks and uncertainties could cause actual results to differ materially from those expressed or implied by the forward-
looking statements, including without limitation: including the risk that the Offering or the Transaction is delayed or not
completed on the terms described herein or at all; the risk that required approvals are not obtained; and market conditions.
These forward-looking statements are made as of the date of this news release and, except as required by applicable securities
laws, Sun Peak assumes no obligation to update these forward -looking statements, or to update the reasons why actual results
differed from those projected in the forward -looking statements. Additional information about these and other assumptions,
risks and uncertainties are set out in the "Risks and Uncertainties" section in the Prospectus filed with Canadian security
regulators.