Sun Summit Announces Closing of $10 Million Non-Brokered Private Placement
Sun Summit Announces Closing of $10 Million
Non-Brokered Private Placement
Vancouver, British Columbia--(Newsfile Corp. - June 2, 2025) - Sun Summit Minerals Corp. (TSXV:
SMN) (OTCQB: SMREF) (
"Sun Summit"
or the
"Company"
) is pleased to announce that it has
closed its non-brokered private placement (the "
Private Placement
") previously announced in the
Company's press releases on
April 24, 2025
and
April 28, 2025
, through the issuance of (i) 40,868,432
charity flow-through units of the Company (each, a "
Charity
FT Unit
") at a price of $0.105 per Charity
FT Unit; (ii) 33,832,770 flow-through units of the Company (each, a "
FT Unit
") at a price of $0.075 per
FT Unit; and (iii) 47,338,602 non-flow-through units (each, an "
NFT
Unit
") at a price of $0.07 per NFT
Unit, for aggregate gross proceeds to the Company of $10,142,345, representing a partial exercise of
the Company's over-allotment option.
"We are thrilled with the strong interest from investors and the resulting upsizing of the financing from
$3.5 million to $10 million," said Niel Marotta, CEO of Sun Summit. "These funds will support a 5,000-
metre drill program at JD this summer, which is double what we completed during our inaugural season
in 2024. The program will focus on the highly-prospective Creek-to-Finn corridor, where we aim to
expand the footprint of known mineralization along strike at the Creek and Finn targets as well as testing
new targets within and outside the corridor. Corporate activity across the Toodoggone has accelerated
in 2025, reinforcing the district's strong potential. It's an exciting time for Sun Summit: We are well funded
and ready to build on last season's momentum with an aggressive exploration program in one of
Canada's most active and promising regions."
Each Charity FT Unit consisted of one charity-flow-through common share in the capital of the Company
(each, a "
Charity FT Share
") and one common share purchase warrant (each, a "
Charity FT
Warrant
") that each qualify as a flow-through share within the meaning of subsection 66(15) of the
Income Tax
Act (Canada) (the "
Tax Act
").
Each FT Unit consisted of one common share in the capital of the Company (each, an "
FT Share
") and
one-half of one common share purchase warrant (each whole warrant, an "
FT Warrant
") that each
qualify as a flow-through share within the meaning of the Tax Act.
Each NFT Unit consisted of one non-flow-through common share in the capital of the Company (each, a
"
Common Share
") and one Common Share purchase warrant (each, an "
NFT
Warrant
").
Each Charity FT Warrant, FT Warrant and each NFT Warrant entitles the holder thereof to acquire one
Common Share at a price of $0.11 per share until May 30, 2027.
The Company intends to use the gross proceeds of the Private Placement for exploration of the
Company's JD, Theory and Buck properties and any other Canadian properties that the Company may
acquire, and for general working capital purposes, provided that the Company will use an amount equal
to the gross proceeds received by the Company from the sale of the FT Units to incur eligible "Canadian
exploration expenses" that will qualify as "flow-through mining expenditures" as such terms are defined in
the Tax Act.
In connection with the Private Placement, the Company paid aggregate cash finder's fees of $304,749,
of which $112,456 was settle by way of issuing 1,606,515 NFT Units, and granted an aggregate of
4,040,736 non-transferable finder warrants of the Company (each, a "
Finder Warrant
") to arm's length
finders of the Company in connection with the Private Placement. Each Finder Warrant entitles the
holder thereof to purchase one Common Share of the Company, at an exercise price of $0.11 per share
until May 30, 2027.
The Private Placement is subject to the final approval of the TSX Venture Exchange (the "
TSXV
"). The
securities issued in the Private Placement are subject to a hold period expiring on October 1, 2025, in
accordance with applicable securities laws.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there
be any sale of the securities in the United States or in any other jurisdiction in which such offer,
solicitation or sale would be unlawful. The securities have not been registered under the
United States
Securities Act of 1933
, as amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements thereunder.
Restricted Share Units Issuance
The Company also announces that it has, subject to approval of the TSXV, granted an aggregate of
6,000,000 restricted share units of the Company (the "
RSUs
") to certain directors, officers, advisors and
consultants of the Company, in accordance with the rules of the TSXV and the Company's restricted
share unit plan
.
The RSUs have a vesting period of 24 months with 50% vested after 12 months. Once
vested, each RSU entities the holder to acquire one Common Share.
Investor Relations Agreements
The Company also announces that it has entered into investor relations agreements (collectively, the "
IR
Agreements
") with the following companies for investor relations and communication services:
1
.
Dig Media Inc. dba. Investing News Network ("
INN
");
2
.
Amvest Capital Securities LLC ("
Amvest
");
3
.
Market One Media Group Inc. ("
Market One
");
4
.
StreetWise IR ("
StreetWise
");
5
.
Departures Capital Inc. ("
Departures
"); and
6
.
Investor Events Inc. ("
Investor Events
").
The agreement with INN (the "
INN Agreement
") has a term of 12 months, commencing April 30, 2025,
under which the Company will pay INN CAD$50,000. The services to be provided under the INN
Agreement include creating analyst-crafted company profile, investor kit lead generation, focused
content channels, outlook report sponsorship and lead generation, press release syndication, news
marketing, display advertising, CEO INNsights, newsletter advertising, metrics reporting and other
related investor relations services.
The agreement with Amvest (the "
Amvest Agreement
") has a term of 6 months, commencing May 12,
2025, under which the Company will pay Amvest USD$42,000. The services to be provided under the
Amvest Agreement include non-deal roadshows days, conducting non-deal virtual one on one meetings,
hosting non-deal informational webinars and other related investor relations services.
The agreement with Market One (the "
Market One Agreement
") has a term of 12 months, commencing
May 21, 2025, under which the Company will pay Market One CAD$104,000. The services to be
provided under the Market One Agreement include conducting an online market one minute interview,
conducting an interview with the Company's CEO, providing BNN Bloomberg investor updates,
distribution within BarChart article, BNN Bloomberg article and Kitco article, email lead generation and
other related investor relations services.
The agreement with StreetWise (the "
StreetWise Agreement
") has a term of 6 months, commencing
May 21, 2025, under which the Company will pay StreetWise USD$90,000. The services to be provided
under the StreetWise Agreement include market research, market insight, and analysis services,
creating image ads for use on various StreetWise digital platforms and other related investor relations
services.
The agreement with Departures (the "
Departures Agreement
") has a term of 6 to 12 months,
commencing May 2, 2025, under which the Company will pay Departures CAD$21,000. The services to
be provided under the Departures Agreement include dedicated landing page design, email, video and
written content, ad spend and other related investor relations services.
The agreement with Investor Events Inc. (the "
Investor Events Agreement
") has a term of 12 months,
commencing May 30, 2025, under which the Company will pay Investor Events $7,500 on a monthly
basis. The services to be provided under the Investor Events Agreement include company-branded
event coordination, capital markets advisory, and investor community engagement under their new
Engage360 Program.
Each of INN, Amvest, Market One, StreetWise, Departures and Investor Events are at arm's length to the
Company, and currently have no direct or indirect interest in the securities of the Company, or any right
or intent to acquire such an interest, except for INN and Amvest, currently holding. The IR Agreements
are subject to approval by the TSXV.
About Sun Summit
Sun Summit Minerals (TSXV: SMN) (OTCQB: SMREF) is a mineral exploration company focused on the
discovery and advancement of district scale gold and copper assets in British Columbia. The
Company's diverse portfolio includes the JD and Theory Projects in the Toodoggone region of north-
central B.C., and the Buck Project in central B.C.
Further details are available at
www.sunsummitminerals.com
.
On behalf of the board of directors
Niel Marotta
Chief Executive Officer & Director
For further information, contact:
Matthew Benedetto, Simone Capital
Tel. 416-817-1226
Forward-Looking Information
Statements contained in this news release that are not historical facts may be forward-looking
statements, which involve risks, uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements. In addition, the forward-
looking statements require management to make assumptions and are subject to inherent risks and
uncertainties. There is significant risk that the forward-looking statements will not prove to be accurate,
that the management's assumptions may not be correct and that actual results may differ materially from
such forward-looking statements. Accordingly, readers should not place undue reliance on the forward-
looking statements. Generally forward-looking statements can be identified by the use of terminology
such as "anticipate", "will", "expect", "may", "continue", "could", "estimate", "forecast", "plan", "potential"
and similar expressions. Forward-looking statements contained in this press release may include, but
are not limited to, use of proceeds of the Private Placement; the size and scope of the drill program at
the JD property; the Company's exploration plans and forecasts; and obtaining regulatory approval for
the Private Placement and exploration plans of the Company. These forward-looking statements are
based on a number of assumptions which may prove to be incorrect which, without limiting the generality
of the following, include: the state of the equity financing markets in Canada and other jurisdictions; the
receipt of regulatory approval; the Company's ability to complete the drill program as currently
contemplated; risks inherent in exploration activities; volatility and sensitivity to market prices; volatility
and sensitivity to capital market fluctuations; and fluctuations in metal prices. The forward-looking
statements contained in this press release are made as of the date hereof or the dates specifically
referenced in this press release, where applicable. Except as required by applicable securities laws and
regulation, Sun Summit disclaims any intention or obligation to update or revise any forward-looking
statement, whether as a result of new information, future events or otherwise, except as required by
applicable securities laws. All forward-looking statements contained in this press release are expressly
qualified by this cautionary statement.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the
TSXV) accepts responsibility for the adequacy or accuracy of this release.
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/254100