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NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, BC / ACCESS Newswire / November 28, 2025 / Solar Peak Metals Corp. (TSXV:PEAK,OTC:SUNPF)(OTCQB:SUNPF) (“Solar Peak” or the “Firm“) is happy to announce it has closed its oversubscribed non-brokered personal placement, beforehand introduced on October 16, 2025, for combination gross proceeds of $6,668,622.10 (the “Providing“) on November 27, 2025, comprised of:
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16,032,470 subscription receipts (the “FinCo Subscription Receipts“) of an entirely owned subsidiary of the Firm (“FinCo“) at a value of $0.35 per FinCo Subscription Receipt for gross proceeds of $5,611,364.50; and
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3,020,736 subscription receipts of Solar Peak (the “Solar Peak Subscription Receipts“, and along with the FinCo Subscription Receipts, the “Subscription Receipts“) at a value of $0.35 per Solar Peak Subscription Receipt for gross proceeds of $1,057,257.60.
The Providing was accomplished in reference to the proposed acquisition (the “Transaction“) by the Firm of all issued and excellent shares of Saudi Discovery Firm SPV Restricted (“SDC“) with the online proceeds of the Providing are anticipated for use for development of the Firm’s Shire VMS Challenge, for working capital and basic company functions and preliminary exploration work at SDC’s properties on completion of the Transaction. For added info on the Transaction, please check with the Firm’s information releases dated September 18, October 15 and October 30, 2025.
In reference to the Providing, the Firm and FinCo have agreed to pay money finder’s charges to sure finders (the “Finders“) equal to six% of the gross proceeds raised by every Finder for an combination of $131,121.46 (“the “Fee“), 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 Solar Peak (the “Solar Peak Finder Warrants“), representing 6% of the combination variety of Subscription Receipts offered to purchasers launched to the Firm by such Finders, which shall be exercisable upon conversion of the Subscription Receipts. Half of the Fee has been paid, with the stability to be paid upon conversion of the Subscription Receipts. Every FinCo Finder Warrant and Solar Peak Finder Warrant are exercisable to amass, respectively, one widespread share of FinCo and one widespread share of Solar Peak, at a value of $0.50 per share, for a interval of thirty-six (36) months from the date of closing the Providing, topic to acceleration in sure conditions.
The Providing is topic to the ultimate approval of the TSX Enterprise Trade (the “TSXV“).
Insider Participation
Insiders of the Firm subscribed for a complete of 500,000 FinCo Subscription Receipts and 1,730,000 Solar Peak Subscription Receipts of the Providing, for combination gross proceeds of $780,500. The participation of insiders within the Providing constitutes a “associated celebration transaction”, inside the that means of TSXV Coverage 5.9 and Multilateral Instrument 61-101 – Safety of Minority Safety Holders in Particular Transactions (“MI 61‑101“). The Firm has relied on the exemptions from the formal valuation and minority shareholder approval necessities of MI 61‑101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61‑101, in respect of the associated celebration participation within the Providing, as neither the honest market worth (as decided below MI 61‑101) of the subject material of, nor the honest market worth of the consideration for, the transaction, insofar because it concerned the insiders, exceeded 25% of the Firm’s market capitalization (as decided below MI 61‑101).
Subscription Receipt Phrases
Every FinCo Subscription Receipt shall be mechanically exchanged upon the satisfaction of Escrow Launch Situations (as outlined beneath), with none additional motion by the holder of such Subscription Receipt and for no further consideration, for one unit of FinCo (a “FinCo Unit“). Every FinCo Unit shall consist of 1 widespread share of FinCo (“FinCo Share“) and one-half (1/2) of 1 warrant of FinCo (every entire warrant, a “FinCo Warrant“).
Following closing of the Providing, FinCo is predicted to amalgamate with one other wholly owned subsidiary of the Firm, with FinCo surviving as an entirely owned subsidiary of Solar Peak. Upon completion of the Transaction, every FinCo Share shall be exchanged for one widespread share of Solar Peak (“Solar Peak Share“) and every FinCo Warrant shall be exchanged for one warrant of Solar Peak (“Solar Peak Warrant“), exercisable to amass one Solar Peak Share at an train value of $0.50 per Solar Peak Share for a interval of thirty-six (36) months from the date of issuance, topic to acceleration in sure conditions. As well as, every FinCo Dealer Warrant shall be exchanged for one Solar Peak Dealer Warrant.
Every Solar Peak Subscription Receipt shall be mechanically exchanged upon the satisfaction of Escrow Launch Situations (as outlined beneath), with none additional motion by the holder of such Subscription Receipt and for no further consideration, for one unit of FinCo (a “Solar Peak Unit“, and along with the FinCo Models, the “Models“). Every Solar Peak Unit shall consist of 1 Solar Peak Share and one-half (1/2) of 1 Solar Peak Warrant.
All securities issued pursuant to the Providing are topic to a four-month and one-day maintain interval from the date of closing the Providing, aside from the Solar Peak Shares, Solar Peak Warrants and Solar Peak Dealer Warrants issued pursuant to the Amalgamation in change for the FinCo Shares, FinCo Warrants and FinCo Dealer Warrants, which won’t be topic to a statutory maintain interval.
Escrow and Escrow Launch Situations
The gross proceeds of the Providing, internet of half of the Fee, have been positioned in escrow (the “Escrowed Funds“) pending satisfaction of the Escrow Launch Situations, which embrace: (i) the completion, satisfaction or waiver of all circumstances precedent to the Transaction in accordance with its phrases; and (ii) receipt of all required shareholder approval at a particular assembly of shareholders to be held on December 1, 2025, and regulatory approvals, as relevant. Upon satisfaction of the Escrow Launch Situations, the Escrowed Funds shall be launched to FinCo and to the Firm and the Subscription Receipts shall be mechanically transformed into Models.
If (i) the Escrow Launch Situations aren’t happy by 11:59 p.m. (Vancouver time) on February 25, 2026, or (ii) the Firm proclaims that the Transaction won’t proceed, then the Subscription Receipts shall be cancelled and the Escrowed Funds, along with any curiosity earned thereon, shall be returned to the holders of the Subscription Receipts. To the extent that the Escrowed Funds are inadequate to return to holders an quantity equal to the unique buy value of the Subscription Receipts, the Firm and FinCo shall be liable for any shortfall.
ABOUT SAUDI DISCOVERY COMPANY
Saudi Discovery Firm is a pioneering exploration firm advancing high-potential mineral tasks in Saudi Arabia, aligned with Imaginative and prescient 2030.
ABOUT Solar Peak Metals Corp.
Solar Peak is advancing the district-scale Shire VMS Challenge within the Tigray Area of northern Ethiopia. The challenge covers six exploration licenses totaling roughly 1,450 sq. kilometers inside the extremely potential Arabian-Nubian Protect, the identical geological setting because the Bisha Mine and the Asmara Tasks in Eritrea.
ON BEHALF OF THE BOARD OF DIRECTORS OF Solar Peak Metals Corp.
Greg Davis,
President, CEO & Director
FOR FURTHER INFORMATION, PLEASE CONTACT:
Greg Davis
(T): +1 (604) 999 1099
(E): data@sunpeakmetals.com
Neither TSX Enterprise Trade nor its Regulation Providers Supplier (as that time period is outlined in insurance policies of the TSX Enterprise Trade) accepts accountability for the adequacy or accuracy of this launch.
Warning to US Buyers
The securities referred to on this information launch haven’t been and won’t be registered below the USA Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities legal guidelines and might not be provided or offered inside the USA or to, or for the account or advantage of, U.S. individuals absent registration below the U.S. Securities Act and relevant state securities legal guidelines, until an exemption from such registration is obtainable. This information launch doesn’t represent a proposal on the market of securities on the market, nor a solicitation for gives to purchase any securities. Any public providing of securities in the USA have to be made by way of a prospectus containing detailed details about the corporate and administration, in addition to monetary statements. “United States” and “U.S. particular person” have the respective meanings assigned in Regulation S below the united statesSecurities Act.
Disclaimer for Ahead-Wanting Info
Sure info and statements on this information launch could also be thought of forward-looking info or forward-looking statements for functions of relevant securities legal guidelines (collectively, “forward-looking statements”), which mirror the expectations of administration concerning its disclosure and amendments thereto. Ahead-looking statements consist of data or statements that aren’t purely historic, together with any info or statements concerning beliefs, plans, expectations or intentions concerning the longer term. Such info or statements might embrace, however aren’t restricted to, the phrases, the anticipated use of proceeds; the satisfaction of the Escrow Launch Situations; the completion of the Transaction; the timing and mechanics of changing the Subscription Receipts into Models and the next change of FinCo securities for Solar Peak securities; the fee of the stability of the finder’s charges; and the receipt of all obligatory approvals. Such statements are topic to dangers and uncertainties which will trigger precise outcomes, efficiency or developments to vary materially from these contained within the statements. No assurance could be provided that any of the occasions anticipated by the forward-looking statements will happen or, in the event that they do happen, what advantages Solar Peak will receive from them. These forward-looking statements mirror administration’s present views and are based mostly on sure expectations, estimates and assumptions, which can show to be incorrect. Quite a few dangers and uncertainties might trigger precise outcomes to vary materially from these expressed or implied by the forward-looking statements, together with with out limitation: together with the danger that the Providing or the Transaction is delayed or not accomplished on the phrases described herein or in any respect; the danger that required approvals aren’t obtained; and market circumstances. These forward-looking statements are made as of the date of this information launch and, besides as required by relevant securities legal guidelines, Solar Peak assumes no obligation to replace these forward-looking statements, or to replace the the explanation why precise outcomes differed from these projected within the forward-looking statements. Further details about these and different assumptions, dangers and uncertainties are set out within the “Dangers and Uncertainties” part within the Prospectus filed with Canadian safety regulators.
SOURCE: Solar Peak Metals Corp.
View the unique press launch on ACCESS Newswire
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