Wedoany.com Report-Nov. 3, Sun Peak Metals, a Canadian exploration and development company focused on copper and gold projects, has entered into a definitive share exchange agreement to acquire Saudi Discovery Company (SDC) and all of its shareholders. Under the terms of the agreement, Sun Peak will obtain 100% ownership of SDC through the issuance of 58,065,356 common shares to SDC shareholders in exchange for all outstanding shares of the company.

Sun Peak Metals is a Canadian company focused on exploring and developing copper and gold projects.

Following completion of the transaction, Sun Peak shareholders will own approximately 60% of the issued and outstanding shares of the combined company, while former SDC shareholders will hold around 40%. These figures exclude any securities that may be issued as part of Sun Peak’s concurrent financing initiative.

The closing of the transaction is subject to customary conditions, including approval from the TSX Venture Exchange, regulatory clearances, and shareholder approval. Sun Peak shareholders are scheduled to vote on the transaction at a meeting to be held on December 1, 2025, in Vancouver, Canada. The companies expect the closing to take place during the first week of December, following the shareholder meeting and completion of all required approvals.

The acquisition is classified as 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 in similar roles at Sun Peak. However, Sun Peak intends to rely on exemptions from the formal valuation and minority shareholder approval requirements under MI 61-101. These exemptions apply because the fair market value of the transaction involving related parties, as well as the total consideration to be paid, will not exceed 25% of Sun Peak’s market capitalization.

Even with these exemptions, the transaction will still require approval by a simple majority of votes cast by Sun Peak shareholders, excluding certain individuals as required under TSX Venture Exchange policies. Shareholders listed as of the record date’s close of business will be entitled to receive notice of the meeting, attend, and vote on the proposed acquisition.

DLA Piper (Canada) is serving as legal counsel to Sun Peak, while Cozen O’Connor is acting as legal advisor to Saudi Discovery. The companies have emphasized that the agreement represents a strategic step toward expanding Sun Peak’s presence in the Middle East and strengthening its portfolio of mineral assets.

Saudi Discovery Company is an exploration firm focused on developing high-potential mineral projects across Saudi Arabia. Its activities align with Saudi Arabia’s Vision 2030 initiative, which seeks to diversify the national economy and advance the mining sector as a key driver of sustainable growth. Through this acquisition, Sun Peak aims to combine its exploration expertise with SDC’s regional experience to pursue new opportunities in one of the world’s emerging mineral frontiers.