Ms. Mary Ma
reports
PEAK DISCOVERY UPDATES PROPOSED PRIVATE PLACEMENT AND DEBT SETTLEMENTS
Peak Discovery Capital Ltd. is continuing its efforts to complete the non-brokered private placement financing previously announced on Sept. 18, 2025.
The offering will now consist of up to 1,487,800 units at a price of seven cents per unit to raise gross proceeds of up to $104,500. Each unit will still consist of one common share of the company and one common share purchase warrant, with each warrant exercisable to purchase one additional common share of the company at a price of 10 cents per share. The warrants will expire one year from the date of issuance as opposed to the five years disclosed in error on the previous press release. The proceeds of the offering will be used to pursue new business opportunities for the company and for general working capital.
The securities underlying the units will be subject to a hold period legend prohibiting resale for four months and one day from the date of their issuance. The company may pay finders' fees in connection with the offering to qualifying arm's-length finders, in accordance with the policies of the TSX Venture Exchange.
The company has also arranged debt settlements with certain directors, officers, consultants and arm's-length creditors as follows:
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To settle up to $147,100 in indebtedness to non-arm's-length parties by the issuance of up to 2,100,500 shares of the company at a deemed value of seven cents per share.
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The company also has outstanding debts of up to $90,600 owing to arm's-length creditors (the third party debt), which it proposes to settle through the issuance of up to 1,293,200 units of the company on the same terms as the units in the offering.
The terms of the offering and the debt settlements are subject to the applicable securities laws and the acceptance of the TSX-V. All securities of the company issued will be subject to resale restrictions for a period of four months and one day from their date of issuance. The offering and the debt settlements were approved by the independent directors of the company.
Certain insiders of the company intend to acquire units under the offering. Such participation is considered to be related party transactions within the meaning of TSX-V Policy 5.9 and Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, adopted in Policy 5.9. The company is relying 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 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 involves the related parties, exceeded 25 per cent of the company's market capitalization (as determined under MI 61-101).
In addition, the portion of the debt settlements with insiders of the company also constitutes related party transactions for the purposes of MI 61-101. The company is relying on the exemption from the formal valuation requirement in MI 61-101 provided under Section 5.5(b) of MI 61-101 on the basis that the company's shares are not listed on any of the specified markets listed in MI 61-101. The debt settlements with insiders are also exempt from the majority of the minority approval requirement in MI 61-101 under Section 5.7(1)(e) of MI 61-101 on the basis that the debt settlements with insiders were approved by all of the independent directors of the company.
About Peak Discovery Capital Ltd.
The company's principal business is the identification and evaluation of assets or businesses for future merger and acquisition.
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