Sun Peak Metals, a Canadian exploration and development company focused on copper and gold projects, has signed a definitive share exchange agreement to acquire Saudi Discovery Company (SDC) and all of its shareholders.
The agreement will see Sun Peak Metals acquire 100% of the issued and outstanding shares of SDC.
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Under the terms of the agreement, Sun Peak will issue a total of 58,065,356 common shares to SDC shareholders in exchange for all outstanding SDC shares.
Following the transaction, Sun Peak shareholders will own approximately 60% of the issued and outstanding Sun Peak common shares, while former SDC shareholders will hold around 40%.
These percentages exclude any securities that may be issued as part of the company’s concurrent financing.
The transaction is still subject to customary closing conditions, including approval from the TSX Venture Exchange, as well as regulatory and shareholder approvals.
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By GlobalDataSun Peak shareholders will vote on the transaction at a meeting scheduled for 1 December 2025 in Vancouver, Canada. The closing is expected to take place during the first week of the month.
The transaction is considered to be a related party transaction under multilateral instrument 61-101 – protection of minority security holders in special transactions (MI 61-101), as certain directors and officers of SDC also serve as directors and officers of Sun Peak.
Sun Peak is relying on exemptions from the valuation and minority shareholder approval requirements under MI 61-101, as the fair market value of the transaction involving interested parties, as well as consideration to be paid, will not exceed 25% of Sun Peak’s market capitalisation.
Despite these exemptions, the transaction still requires approval from Sun Peak shareholders by a simple majority of votes cast, excluding certain individuals, in accordance with TSX Venture Exchange policies.
Shareholders who are listed as of the close of business on the record date will be eligible to receive notice of, attend and vote at the meeting.
DLA Piper (Canada) is serving as the legal counsel to Sun Peak, while Cozen O’Connor is acting as legal counsel to Saudi Discovery.
SDC is an exploration company driving the development of high-potential mineral projects in Saudi Arabia, in alignment with the country’s Vision 2030 initiative.
