Sun Peak Metals Closes Oversubscribed $6.7 Million Private Placement Offering of Subscription Receipts

Rhea-AI Summary

Sun Peak Metals (OTCQB:SUNPF) closed an oversubscribed non‑brokered private placement on November 27, 2025, raising $6,668,622.10 via 19,053,206 subscription receipts at $0.35 each.

Proceeds are intended for advancement of the Shire VMS Project, working capital, and initial exploration at Saudi Discovery Company SPV Limited (SDC) upon closing the planned acquisition. Half of a 6% finder’s commission ($131,121.46) was paid; remaining funds are escrowed pending shareholder and regulatory approvals with a Feb 25, 2026 outside date.

Positive

• $6,668,622.10 gross proceeds closed Nov 27, 2025
• Proceeds allocated to Shire VMS advancement and SDC exploration
• Offering was oversubscribed, indicating investor demand
• Insiders subscribed $780,500, showing insider participation

Negative

• Finders paid 6% commission totaling $131,121.46
• Gross proceeds held in escrow pending approvals
• Escrow outside date is Feb 25, 2026; funds returned if unmet
• Warrants exercisable at $0.50 for 36 months (dilution risk)

Key Figures

Gross proceeds: $6,668,622.10 FinCo receipts issued: 16,032,470 subscription receipts at $0.35 Sun Peak receipts issued: 3,020,736 subscription receipts at $0.35 +5 more

8 metrics

Gross proceeds $6,668,622.10 Aggregate gross proceeds from oversubscribed private placement Offering

FinCo receipts issued 16,032,470 subscription receipts at $0.35 FinCo Subscription Receipts portion of Offering

Sun Peak receipts issued 3,020,736 subscription receipts at $0.35 Sun Peak Subscription Receipts portion of Offering

Finders’ cash commission $131,121.46 6% cash finders’ fees on gross proceeds raised

Finders’ warrants 299,760 FinCo & 56,873 Sun Peak warrants Non-transferable finders’ warrants issued, exercisable at $0.50

Warrant exercise price $0.50 per share Exercise price for FinCo and Sun Peak warrants; 36-month term

Insider participation $780,500 500,000 FinCo and 1,730,000 Sun Peak receipts subscribed by insiders

Escrow deadline February 25, 2026, 11:59 p.m. Deadline for satisfying Escrow Release Conditions before funds are returned

Market Reality Check

Price: $0.2716 Vol: Volume 4,950 is 50% of th...

low vol

$0.2716 Last Close

Volume Volume 4,950 is 50% of the 9,915 share 20-day average, indicating muted trading. low

Technical Price 0.2674 is trading above the 200-day MA of 0.27 per technical context.

Peers on Argus

Peers in Other Precious Metals & Mining showed mixed moves: CASCADIA MINERALS an...

Peers in Other Precious Metals & Mining showed mixed moves: CASCADIA MINERALS and CANTER RES CORP rose 5.32% and 6.76%, while FINLAY MINERALS fell 2.85% and others were flat. This points to stock-specific factors for SUNPF.

Historical Context

4 past events · Latest: Oct 30 (Positive)

Pattern 4 events

Date	Event	Sentiment	Move	Catalyst
Oct 30	Definitive acquisition deal	Positive	-1.3%	Definitive agreement to acquire Saudi Discovery Company SPV Limited.
Oct 16	Private placement launch	Negative	-2.5%	Announcement of non-brokered private placement of subscription receipts.
Sep 18	Strategic combination	Positive	+53.8%	Strategic business combination with Saudi Discovery Company.
Aug 26	Project force majeure	Negative	+2.1%	Force majeure declared on Shire Project exploration licenses in Ethiopia.

Pattern Detected

Strategic combination news for Sun Peak saw a strong positive reaction, while financing and acquisition-related announcements around the Saudi Discovery transaction drew modest negative or mixed responses.

Recent Company History

Over the last few months, Sun Peak announced a strategic business combination with Saudi Discovery on Sep 18, 2025, which drove a 53.8% one-day gain. A force majeure update on the Shire Project on Aug 26, 2025 led to a smaller 2.06% rise. Financing tied to the Saudi Discovery deal, including the Oct 16, 2025 private placement and the Oct 30, 2025 definitive acquisition agreement, saw mild negative reactions. The current oversubscribed private placement closes that earlier announced financing and supports the same transaction.

Market Pulse Summary

This announcement closes an oversubscribed non-brokered private placement totaling $6,668,622.10 thr...

Analysis

This announcement closes an oversubscribed non-brokered private placement totaling $6,668,622.10 through subscription receipts at $0.35, with warrants exercisable at $0.50 for 36 months. Proceeds support the Saudi Discovery acquisition and advancement of the Shire VMS Project. Prior news on this combination and related financings showed mixed price reactions. Key factors to monitor include shareholder approvals on December 1, 2025, satisfaction of escrow conditions before February 25, 2026, and subsequent deployment of funds across projects.

Key Terms

private placement, subscription receipts, finder's warrants, warrant, +4 more

8 terms

private placement financial

"it has closed its oversubscribed non-brokered private placement, previously announced"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

subscription receipts financial

"16,032,470 subscription receipts (the "FinCo Subscription Receipts") of a wholly owned"

Subscription receipts are temporary securities sold to investors that act like a receipt for future shares or cash once certain conditions in a financing or acquisition are met; until those conditions are satisfied, the funds are held in trust. Think of them as a ticket you buy today that will convert into the actual product later or get you a refund if the event doesn’t happen. They matter to investors because they provide a way to participate in a deal now while limiting immediate ownership changes and risk until the outcome is confirmed.

finder's warrants financial

"issued to Finders 299,760 non-transferable finder's warrants of FinCo"

Finder's warrants are options given to an intermediary as payment for introducing a buyer, investor, or deal — they work like a coupon that lets the holder buy company shares at a fixed price for a set period. They matter to investors because exercising those warrants increases the number of shares outstanding, which can dilute existing owners, while also bringing potential cash into the company and signaling the cost of making the deal happen.

warrant financial

"one-half (1/2) of one warrant of FinCo (each whole warrant, a "FinCo Warrant")"

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

escrow financial

"have been placed in escrow (the "Escrowed Funds") pending satisfaction"

A neutral third party holds money, documents, or assets until both sides in a transaction meet agreed conditions, like a safety deposit box that only opens when everyone fulfills the rules. For investors, escrow reduces risk and increases certainty by ensuring payments or shares are released only when contractual steps are completed, which affects deal timing, legal protection, and the likelihood that a transaction will close as planned.

related party transaction regulatory

"constitutes a "related party transaction", within the meaning of TSXV Policy 5.9"

A related party transaction is any deal or transfer of value between a company and people or entities with close ties to it — such as executives, major owners, family members, or affiliated businesses. Investors watch these transactions because they can favor insiders over outside shareholders, skirt fair market pricing, or hide risks; like selling your car to a relative at a friendly price, they require clear disclosure and scrutiny to judge impact on value.

Multilateral Instrument 61-101 regulatory

"Multilateral Instrument 61-101 - Protection of Minority Security Holders"

Multilateral Instrument 61-101 is a securities regulation that sets rules for certain corporate deals—like mergers, asset sales, or related-party transactions—to protect minority shareholders by requiring extra disclosure, independent valuation and, in many cases, formal shareholder approval. Think of it as an impartial referee and checklist that forces companies to show the full playbook and get a vote or an independent price opinion, so investors can judge whether a proposed deal is fair and avoid being overridden by insiders.

TSX Venture Exchange regulatory

"subject to the final approval of the TSX Venture Exchange (the "TSXV")"

A junior stock exchange in Canada where smaller, early-stage companies list shares to raise capital and gain public visibility. Think of it as a farmers’ market for young businesses: it offers investors a chance to buy into fast-growing but higher-risk ventures, with looser listing rules and typically lower liquidity than major exchanges. It matters because performance and financing on this exchange can signal growth prospects or risk for investors.

AI-generated analysis. Not financial advice.

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

VANCOUVER, BC / ACCESS Newswire / November 28, 2025 / Sun Peak Metals Corp. (TSXV:PEAK)(OTCQB:SUNPF) ("Sun Peak" or the "Company") is pleased to announce it has closed its oversubscribed non-brokered private placement, previously announced on October 16, 2025, for aggregate gross proceeds of $6,668,622.10 (the "Offering") on November 27, 2025, comprised of:

• 16,032,470 subscription receipts (the "FinCo Subscription Receipts") of a wholly owned subsidiary of the Company ("FinCo") at a price of $0.35 per FinCo Subscription Receipt for gross proceeds of $5,611,364.50; and

• 3,020,736 subscription receipts of Sun Peak (the "Sun Peak Subscription Receipts", and together with the FinCo Subscription Receipts, the "Subscription Receipts") at a price of $0.35 per Sun Peak Subscription Receipt for gross proceeds of $1,057,257.60.

The Offering was completed in connection with the proposed acquisition (the "Transaction") by the Company of all issued and outstanding shares of Saudi Discovery Company SPV Limited ("SDC") with the net proceeds of the Offering are expected to be used for advancement of the Company's Shire VMS Project, for working capital and general corporate purposes and initial exploration work at SDC's properties on completion of the Transaction. For additional information on the Transaction, please refer to the Company's news releases dated September 18, October 15 and October 30, 2025.

In connection with the Offering, the Company and FinCo have agreed to pay cash finder's fees to certain finders (the "Finders") equal to 6% of the gross proceeds raised by each Finder for an aggregate of $131,121.46 ("the "Commission"), and issued to Finders 299,760 non-transferable finder's warrants of FinCo (the "FinCo Finder Warrants") and 56,873 non-transferable finder's warrants of Sun Peak (the "Sun Peak Finder Warrants"), representing ‎‎6% of the aggregate number of Subscription Receipts sold to purchasers introduced to the Company by such ‎Finders, which will be exercisable upon conversion of the Subscription Receipts. Half of the Commission has been paid, with the balance to be paid upon conversion of the Subscription Receipts. Each FinCo Finder Warrant and Sun Peak Finder Warrant are exercisable to acquire, respectively, one common share of FinCo and one common share of Sun Peak, at a price of $0.50 per share, for a period of thirty-six (36) months from the date of closing the Offering, subject to acceleration in certain situations.

The Offering is subject to the final approval of the TSX Venture Exchange (the "TSXV").

Insider Participation

Insiders of the Company subscribed for a total of 500,000 FinCo Subscription Receipts and 1,730,000 Sun Peak Subscription Receipts of the Offering, for aggregate gross proceeds of $780,500. The participation of insiders in the Offering constitutes a "related party transaction", within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61‑101"). The Company has relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61‑101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61‑101, in respect of the related party participation in the Offering, as neither the fair market value (as determined under MI 61‑101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the insiders, exceeded 25% of the Company's market capitalization (as determined under MI 61‑101).

Subscription Receipt Terms

Each FinCo 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 "FinCo Unit"). Each FinCo Unit shall consist of one 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, 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 thirty-six (36) months from the date of issuance, subject to acceleration in certain situations. In addition, each FinCo Broker Warrant will be exchanged for one Sun Peak Broker Warrant.

Each Sun Peak 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 "Sun Peak Unit", and together with the FinCo Units, the "Units"). Each Sun Peak Unit shall consist of one Sun Peak Share and one-half (1/2) of one Sun Peak Warrant.

All securities issued pursuant to the Offering are subject to a four-month and one-day hold period from the date of closing the Offering, other than the Sun Peak Shares, Sun Peak Warrants and Sun Peak Broker Warrants issued pursuant to the Amalgamation in exchange for the FinCo Shares, FinCo Warrants and FinCo Broker Warrants, which will not be subject to a statutory hold period.

Escrow and Escrow Release Conditions

The gross proceeds of the Offering, net of half of the Commission, have been placed in escrow (the "Escrowed Funds") pending satisfaction of the Escrow Release Conditions, which include: (i) the completion, satisfaction or waiver of all conditions precedent to the Transaction in accordance with its terms; and (ii) receipt of all required shareholder approval at a special meeting of shareholders to be held on December 1, 2025, and regulatory approvals, as applicable. Upon satisfaction of the Escrow Release Conditions, the Escrowed Funds will be released to FinCo and to the Company and the Subscription Receipts will be automatically converted into Units.

If (i) the Escrow Release Conditions are not satisfied by 11:59 p.m. (Vancouver time) on February 25, 2026, 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 holders 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 and FinCo will be responsible for any shortfall.

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): info@sunpeakmetals.com

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 management 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 may include, but are not limited to, the terms, the anticipated use of proceeds; the satisfaction of the Escrow Release Conditions; the completion of the Transaction; the timing and mechanics of converting the Subscription Receipts into Units and the subsequent exchange of FinCo securities for Sun Peak securities; the payment of the balance of the 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, 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: 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.

SOURCE: Sun Peak Metals Corp.

View the original press release on ACCESS Newswire

FAQ

How much did Sun Peak (SUNPF) raise in the November 27, 2025 private placement?

Sun Peak raised $6,668,622.10 through 19,053,206 subscription receipts at $0.35 each.

What will SUNPF use the $6.67M financing for?

Proceeds are earmarked for advancing the Shire VMS Project, working capital, and initial exploration at SDC after the acquisition.

When will the subscription receipt funds be released to Sun Peak (SUNPF)?

Funds remain in escrow until shareholder and regulatory approvals are satisfied, or until 11:59 p.m. Vancouver time on Feb 25, 2026.

What insider participation occurred in the SUNPF offering?

Insiders subscribed for $780,500 of subscription receipts across FinCo and Sun Peak.

What are the warrant and exercise terms in Sun Peak's financing?

Finder and investor warrants exercise at $0.50 per share and expire 36 months from issuance.

How much were finder fees in the SUNPF private placement and how were they paid?

Aggregate finder fees equaled $131,121.46 (6%); half was paid at closing and the balance upon conversion of receipts.