Mr. Greg Davis reports

SUN PEAK METALS CLOSES OVERSUBSCRIBED $6.7 MILLION PRIVATE PLACEMENT OFFERING OF SUBSCRIPTION RECEIPTS

Sun Peak Metals Corp. has closed its oversubscribed non-brokered private placement, previously announced on Oct. 16, 2025, for aggregate gross proceeds of $6,668,622.10 on Nov. 27, 2025, comprising:

• 16,032,470 subscription receipts of a wholly owned subsidiary of the company (FinCo) at a price of 35 cents per FinCo subscription receipt for gross proceeds of $5,611,364.50;
• 3,020,736 subscription receipts of Sun Peak at a price of 35 cents per Sun Peak subscription receipt for gross proceeds of $1,057,257.60.

The offering was completed in connection with the proposed acquisition by the company of all issued and outstanding shares of Saudi Discovery Company SPV Ltd. (SDC), with the net proceeds of the offering expected to be used for advancement of the company's Shire VMS (volcanogenic massive sulphide) 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 Sept. 18, Oct. 15 and Oct. 30, 2025.

In connection with the offering, the company and FinCo have agreed to pay cash finders' fees to certain finders equal to 6 per cent of the gross proceeds raised by each finder for an aggregate of $131,121.46 and issued to finders 299,760 non-transferable finder warrants of FinCo and 56,873 non-transferable finder's warrants of Sun Peak, representing 6 per cent 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 50 cents per share, for a period of 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.

Insider participation

Insiders of the company subscribed for a total of 500,000 FinCo subscription receipts and 1.73 million 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 TSX-V Policy 5.9 and Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. 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 per cent 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. Each FinCo unit shall consist of one common share of FinCo and one-half of one warrant of FinCo.

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 and each FinCo warrant will be exchanged for one warrant of Sun Peak, exercisable to acquire one Sun Peak share at an exercise price of 50 cents per Sun Peak share for a period of 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). Each Sun Peak unit shall consist of one Sun Peak share and one-half 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 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 Dec. 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 Feb. 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 SPV Ltd.

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 licences totalling approximately 1,450 square kilometres within the highly prospective Arabian-Nubian Shield, the same geological environment as the Bisha mine and the Asmara projects in Eritrea.

We seek Safe Harbor.