Vancouver, British Columbia--(Newsfile Corp. - June 18, 2026) - Peak Discovery Capital Ltd. (TSXV: PEC.H) (the "Company" or "Peak Discovery") announces an update on its non-binding letter of intent ("LOI") regarding a proposed reverse take-over transaction (the "RTO"), and on its non-brokered private placement (the "Offering") of up to 1,666,667 common shares in the capital of the Company (the "Shares") at a price of $0.12 per Share, for gross proceeds of up to $200,000.
The Company previously announced that the LOI was extended to July 29, 2026. Pursuant to the LOI, which was initially executed on February 9, 2026, the Company, All Acacia Resources Inc. ("AA") and Enhance Group Pty Ltd. ("Enhance") agreed to diligently and in good faith negotiate a series of definitive agreements (the "Definitive Agreements") regarding the development of the Mabuhay Copper-Gold Project in Surigao del Norte province in the Caraga region of Mindanao, Philippines (the "Project").
The Project area hosts a vertically continuous epithermal-porphyry system prospective for both gold and copper-gold mineralization, and features a history of historical underground gold production. Exploration targets focus on two distinct, superimposed opportunities: a near-term epithermal gold target within the historical mine areas, and an underlying, deeper porphyry copper-gold system demonstrating regional continuity.
AA is a Philippine company which holds the exploration permit and related assets for the Project. Enhance is an Australian corporation that has been providing technical, financial and management expertise to AA and the Project.
Pursuant to the LOI, the Company, AA and Enhance agree to work towards a Financial or Technical Assistance Agreement ("FTAA") between Philippine government and a Philippine subsidiary of the Company that would permit the Company to conduct large-scale exploration, development, and utilization of mineral resources. It is expected that that the Definitive Agreements will provide for AA to continue to hold the exploration permit for the Project in accordance with Philippine laws, but that the Company will fund and direct the development of the Project. In connection therewith, the parties are expected to negotiate and settle the following Definitive Agreements:
- RTO and Project Acquisition Agreement;
- FTAA Cooperation and Transfer Agreement;
- Mine Services and Development Agreement; and
- Net Smelter Return Royalty Agreement.
Pursuant to the RTO and Project Acquisition Agreement, AA and Enhance will receive Shares from the Company, with 30% of the Shares to be issued to AA and 70% of the Shares to be issued to Enhance. In exchange, the Company will acquire development rights as set out in the FTAA Cooperation and Transfer Agreement and in the Mine Services and Development Agreement. Pursuant to the Net Smelter Return Royalty Agreement, AA will also reserve a 1% net smelter royalty for itself, capped at ten million Canadian dollars (C$10,000,000).
As Enhance and AA continue to develop the Project pending the settlement of the Definitive Agreements and the completion of the RTO, the LOI also provides that Enhance and AA may raise up to two million five hundred thousand Canadian dollars (C$2,500,000) to continue to develop the Project (the "Seed Capital"), which Seed Capital will be converted to Shares following the completion of the RTO.
The parties also expect to complete a concurrent financing of approximately eight million Canadian dollars (C$8,000,000) at a price to be determined.
The LOI also provides that the parties will establish a board of directors for the resulting issuer comprised of five (5) directors, including two (2) independent directors. The proposed board of directors will consist of experienced corporate executives, finance professionals, and technical mining experts. Detailed biographies for each incoming director will be included in the formal disclosure document prepared in connection with the RTO.
The Company has been conducting due diligence and negotiations, but no Definitive Agreements have yet been settled. The proposed RTO remains subject to due diligence, execution of Definitive Agreements, regulatory and TSXV approvals, approval by the shareholders of the Company, and other customary conditions. The RTO constitutes an arm's length transaction under the policies of the Exchange, and no non-arm's length parties of Peak Discovery hold any direct or indirect beneficial interest in AA, Enhance or the target assets. There is no assurance that the proposed RTO will be completed as contemplated, or at all.
The Company needs the proceeds of the Offering to complete the RTO. Following discussions with the TSXV, the Offering is now considered Bridge Financing for the RTO pursuant to Section 5 of TSXV Policy 5.2. However, the Company expects to complete the Offering independent of the completion of the RTO, and completion of the Offering does not mean the RTO will be completed. It is expected that the proceeds of the Offering will be applied as follows:
| 1 | Gross Proceeds from the Offering |
| $200,000 |
| 2 | Costs to complete the Offering |
| -$11,500 |
| 2.1 | Finder's fees and regulatory filing fees | 8,000 |
|
| 2.2 | Legal costs | 3,000 |
|
| 2.3 | Transfer agent fees | 500 |
|
| 3 | Net proceeds after financing costs | $188,500 |
| 4 | Expenses related to the RTO |
| -$188,500 |
| 4.1 | RTO due diligence expenses | 11,000 |
|
| 4.2 | RTO Canadian and Philippine legal costs | 110,000 |
|
| 4.3 | TSX V charges for the RTO | 42,000 |
|
| 4.4 | TSXV NI 43-101 Technical Review Fee | 2,500 |
|
| 4.5 | SEDAR+ / Securities Commissions charges for the RTO filings | 10,000 |
|
| 4.6 | Newsfile NR dissemination fees | 2,000 |
|
| 4.7 | Special shareholders meeting expenses | 11,000 |
|
| 5 |
|
| $ 0 |
If the RTO is not completed, any remaining proceeds from the Offering will be used to explore new business opportunities and for working capital.
The Company will provide additional details in future announcements regarding the RTO and the Offering.
About Peak Discovery Capital Ltd.
The company's principal business is the identification and evaluation of assets or businesses for future merger and acquisition.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Peak Discovery Capital Ltd. should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/302126
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