Mr. Greg Davis reports

SUN PEAK METALS ANNOUNCES EXECUTION OF DEFINITIVE AGREEMENT TO ACQUIRE SAUDI DISCOVERY COMPANY SPV LIMITED

Further to Sun Peak Metals Corp.'s news releases dated Sept. 18, Oct. 15 and Oct. 16, 2025, it has entered into a definitive share exchange agreement dated Oct. 30, 2025, with Saudi Discovery Company SPV Ltd. and all of its shareholders (the SDC shareholders), pursuant to which Sun Peak will acquire 100 per cent of the issued and outstanding shares of SDC.

Under the terms of the agreement, Sun Peak will issue an aggregate of 58,065,356 common shares to the SDC shareholders in exchange for all issued and outstanding shares of SDC. Upon completion of the transaction, Sun Peak shareholders and the former shareholders of SDC will hold approximately 60 per cent and 40 per cent, respectively, of the issued and outstanding Sun Peak common shares, exclusive of any securities to be issued in connection with the company's concurrent financing.

The transaction remains subject to customary conditions, including acceptance of the TSX Venture Exchange, regulatory and shareholder approvals, and is expected to close in the first week of December. The transaction constitutes a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101) as certain directors and officers of SDC are directors and officers of Sun Peak. The company is relying on the exemptions from the 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, as the fair market value of the subject matter and of consideration for the transaction, insofar as it involves interested parties, will not exceed 25 per cent of the market capitalization of the company, as determined in accordance with MI 61-101. Notwithstanding the foregoing, the transaction will require the approval of Sun Peak shareholders at a special meeting by a simple majority of the votes cast by the Sun Peak shareholders, excluding the votes cast by certain persons, under the policies of the TSX Venture Exchange.

The meeting will be held on Dec. 1, 2025, at 9 a.m. (Vancouver, Canada), and the record date is set as of Oct. 14, 2025. Sun Peak shareholders of record as at the close of business on the record date will be entitled to receive notice of, attend and vote at the meeting. The management information circular and related materials in connection with the meeting will be filed under Sun Peak's profile on SEDAR+ in due course.

DLA Piper (Canada) LLP acts as legal counsel to Sun Peak. Cozen O'Connor LLP acts as legal counsel to Saudi Discovery.

About Saudi Discovery Company

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 (volcanogenic massive sulphide) 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.

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