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

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VANCOUVER, BC / ACCESS Newswire / October 16, 2025 / 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 case at the Company's election. The Company reserves the right to increase the private placement by 50% in the context of the market.