Sun PEAK Metals and Saudi Discovery Company Announce Strategic Business Combination, Creating a Leading Arabian Nubian Shield Exploration and Development Company
SUN PEAK METALS AND SAUDI DISCOVERY COMPANY ANNOUNCE STRATEGIC BUSINESS
COMBINATION, CREATING A LEADING ARABIAN NUBIAN SHIELD EXPLORATION AND DEVELOPMENT
COMPANY
September 18, 2025 – Sun Peak Metals Corp. (“ Sun Peak ”) (TSXV: PEAK; OTCQB: SUNPF) and Saudi
Discovery Company SPV Limited (“Saudi Discovery Company” or “SDC”) today announced that they have
entered into a non -binding Letter of I ntent dated September 1 7, 2025, to combine their respective
businesses ( the “ Transaction”). The Transaction will create a leading exploration and development
company focused on the highly prospective Arabian-Nubian Shield.
SDC is a private ly held mineral exploration company with a portfolio of six existing exploration licenses
covering 340 km2 over four projects and other pending licenses covering an additional ~700 km2 in the
Kingdom of Saudi Arabia. The licenses are located within highly prospective Volcanogenic Massive Sulfide
(“VMS”) trends of the Arabian-Nubian Shield and future exploration will focus on both gold -copper VMS
and orogenic gold targets.
Sun Peak is a Canadian exploration company listed on the TSX Venture Exchange (the “TSXV”) focused on
gold and copper within Ethiopia’s Arabian -Nubian Shield, anchored by its 1,450 km2 Shire Project
consisting of six exploration licenses. The Sun Peak Team has over two decades of experience of
exploration and development in the region.
This strategic combination of SDC and Sun Peak will leverage technical and capital markets expertise,
Arabian-Nubian Shield experience, and complementary asset bases of both companies to unlock
significant value across one of the world’s most underexplored and promising mineral belts. Sun Peak will
immediately be able to begin aggressive exploration work on the projects in Saudi Arabia.
Greg Davis, President & CEO of Sun Peak, commented: “We are very pleased to announce this strategic
agreement with Saudi Discovery Company, which positions Sun Peak to move quickly into on-the-ground
exploration and development. The project area hosts highly prospective gold and VMS targets in one of
the most geologically promising and underexplored regions globally. With our proven expertise within the
Arabian-Nubian Shield, we are well equipped to execute efficiently and create long-term value. This marks
a significant step in our strategy to scale the business, strengthen our asset base, and deliver sustained
growth for our shareholders.”
Jim Paterson, Director of Saudi Discovery Company, added: “This combination represents a
transformative opportunity to deploy exceptional talent and resources across the Arabian-Nubian Shield.
The combined company will benefit from a strong board, increased scale, greater access to capital, a track
record of significant discovery successes, and second to none regional connections and experience. We
are honoured to work together with the Sun Peak team to take this company forward to the benefit of all
shareholders.”
PRESS RELEASE
NR 2025-04
For Immediate Release
September 18, 2025
Vancouver, British Columbia
SDC - Key Highlights:
• First-mover advantage in Saudi Arabia
o First foreign owned junior explorer awarded 100% owned exploration licenses in Saudi
Arabia.
o Operating in a newly opened, underexplored region with exceptional geological potential
in the Arabian-Nubian Shield.
o Well-established network within Saudi Arabia’s mining and finance industry.
• Strategic, high-impact exploration portfolio
o 340 km2 of high -potential ground secured in 6 licenses granted, with additional
applications accepted covering approximately 700 km2 in VMS trends within Saudi
Arabia.
o Focus on VMS and gold mineralization (copper, zinc, gold, silver).
o Early sampling results show high -grade mineralization with highlight results up to 17g/t
Au, 7% Cu, 19% Zn, and 240g/t Ag.
o Further details of the exploration licenses will be forthcoming.
• Geological and economic opportunity
o As stated by Saudi Arabia’s Ministry of Industry & Mineral Resources, there is potential
for USD$2.5 trillion in untapped mineral wealth and significant exploration opportunities1
o 650,000 km2 of Arabian-Nubian Shield in Saudi Arabia that remains largely underexplored
with modern exploration techniques.
• Supportive jurisdiction
o Strong government and Ministry support with incentives for mining and junior explorers.
o Ability to begin aggressive exploration work immediately, with s table regulatory
framework, permitting processes, and infrastructure, all aligned with Saudi Arabia’s
Vision 2030 economic diversification plan.
• Strategic location and market access
o Located in a G20 country with high GDP growth and global trade relevance.
o Access by world leading infrastructure.
Key Highlights and Synergies of the Transaction
• Geographic synergy across the Arabian-Nubian Shield
o Unlocks exploration, cost, technical and regulatory advantages across multiple
jurisdictions by combining complementary regional expertise and assets.
• Clear vision for growth
o Focused on accelerating the discovery and development of significant precious and base
metal deposits through advanced geological knowledge, skills and ESG-aligned strategies.
• Strong leadership and governance
o Headquartered in Vancouver, the combined company will benefit from experienced
leadership teams with a proven track record of success from both organizations.
• Strategic advantages of scale
o Improved access to capital markets and investor networks.
o Expanded exploration pipeline and resource potential in underexplored regions.
o Enhanced operations strength with nearly 25 years of exploration expertise in VMS-rich
terranes.
• Commitment to sustainability and community
o Unified approach to responsible exploration, environmental stewardship, and meaningful
community engagement, all in accordance with Sun Peak’s Human Rights Policy.
Transaction Overview
Pursuant to the Transaction, Sun Peak will acquire all of the issued and outstanding shares of SDC (a
private company), in exchange for common shares of Sun Peak. The Transaction is expected to be
structured as a share exchange, with the final structure and exchange ratio to be set forth in the Definitive
Agreement (as defined below). The parties anticipate that current Sun Peak shareholders will own
approximately 60% of the combined company, and current SDC shareholders will own approximately 40%
of the combined company on completion of the Transaction.
Conditions to Completion
The completion of the Transaction is subject to the negotiation of a definitive agreement (the “Definitive
Agreement”) which will include representations, warranties, covenants, indemnities, termination rights ,
and other provisions customary for a transaction of this nature. The Definitive Agreement will include
several terms and completion conditions, including approval of both companies’ shareholders (if
required), TSXV acceptance, other applicable regulatory approvals, and the satisfaction of certain closing
conditions customary for a transaction of this nature.
The Transaction is expected to be treated as a “Reviewable Transaction” , but not a “Fundamental
Acquisition”, as such terms are defined in the TSXV Policy 5.3. The Transaction is expected to require the
approval of Sun Peak shareholders at a special meeting by a simple majority of the votes cast by the Sun
Peak shareholders, excluding the votes cast by certain persons.
The Transaction involves arm’s length corporate parties.
No finder's fees will be payable in connection with the Transactions and Sun Peak will not be assuming
any long term debt upon completion of the Transaction.
Board of Directors
Upon closing of the Transaction and in accordance with corporate law , the board of directors of the
resulting issuer will be comprised of seven (7) members, including four (4) current directors of Sun Peak,
and three (3) directors to be nominated by SDC, one of whom will be Jim Paterson.
As a director of Saudi Discovery Company, Mr. Paterson has led SDC’s entrance into the Kingdom of Saudi
Arabia, building a strong in-country network with key stakeholders and business leaders associated with
the mining industry, which led to SDC’s early su ccess. Mr. Paterson is a co -founder and principal of
Discovery Group , with over 27 years of corporate development experience in the mining industry,
including capital raises, acquisitions, joint -ventures, spin-outs, RTOs, and IPOs. He was a driving force
behind $80 million in equity financing for ValOre Metals Corp, which led to multiple discoveries at the
Angilak uranium project in Nunavut and the Pedra Branca PGE project in Brazil. He was a long- standing
and active director of Kaminak Gold Corp. (acquired by Goldcorp.), a founding director of Northern Empire
Resources Corp. (acquired by Coeur Mining) and a direc tor of Great Bear Royalties Corp. (acquired by
Royal Gold). He founded Corsa Capital in 2007, whereby a 2010 transaction created an industry -leading
metallurgical coal producer with a C$250M market capitalization. Mr. Paterson has been an officer or
director of companies which have raised $200+ million in equity financings and participated in $1+ billion
in M&A transactions. This experience will be very important to Sun Peak as the company advances its
projects in the Arabian-Nubian Shield.
The Shire Project
The Shire Project will remain the material property of the combined company following the Transaction.
The Company anticipates resuming exploration activities on the Shire Project in Tigray, Ethiopia, including
drilling to test the high priority copper-gold VMS and gold targets developed over the past several years.
Qualified Person
The Sun Peak scientific and technical information contained in this news release was approved by Charles
Greig, MSc, P.Geo. Mr Greig is a “Qualified Person” under National Instrument 43 -101 and independent
of Sun Peak.
Quality assurance and quality control protocols for rock samples disclosed herein follow industry standard
practices. The rock samples were delivered directly to ALS Global Lab in Jeddah, KSA for analysis.
Note 1: From Saudi Arabia’s Ministry of Industry & Mineral Resources ’ presentation dated September
2024. Please also see: https://www.reuters.com/world/middle-east/saudi-arabia-ups-mineral-resource-
estimates-25-trillion-minister-2024-01-09/
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. Two licenses ( Meli and Terer) held in j oint-venture with Ezana Mining, a private
Ethiopian Company, while the remaining four are 100% owned by Sun Peak.
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.
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 regarding the future. Such information or statements in this news release include, but are not limited to, statements
with respect to the anticipated benefits of the Transaction; the strategic rationale for the Transaction; the holdings of Sun Peak
and SDC shareholders upon closing of the Transaction; the entry into the Definitive Agreement; the receipt of all required
approvals for closing of the Transaction, including approval of the shareholders of both companies; the composition of the board
of directors follo wing closing of the Transaction; the ability of the parties to satisfy the conditions to closing; potential for
exploration potential in Saudia Arabia; the untapped mineral wealth of Australia; SDC being successful in acquiring additional
licenses; the goal of making a significant discovery and the development of a large-scale project in Ethiopia and identifying other
potential properties and opportunities both in Ethiopia , Saudi Arabia and globally. Such statements are subject to risks and
uncertainties that may cause actual results, performance or developments to differ materially from those containe d 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, what 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: These assumptions and risks include, but are not limited to, assumptions and risks associated with
the state of the political stability of Ethiopia, equity financing markets and results of future exploration activities by Sun Peak .
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 resu lts
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.