BULLETIN V2024-0382
SUN SUMMIT MINERALS CORP. ("SMN")
BULLETIN TYPE: Consolidation, Property-Asset or Share Purchase Agreement
BULLETIN DATE: February 6, 2024
TSX Venture Tier 2 Company
Consolidation
Pursuant to a resolution passed by the directors of the Company on January 25, 2024, the Company has consolidated its capital on a three (3) old for one (1) new basis. The name of the Company has not been changed.
Effective at the opening February 8, 2024, the shares of Sun Summit Minerals Corp. will commence trading on TSX Venture Exchange on a consolidated basis. The Company is classified as a 'Mining' company.
Post - Consolidation
Capitalization: Unlimited shares with no par value of which
35,200,562 shares are issued and outstanding
Escrow Nil shares are subject to escrow
Transfer Agent: Computershare Trust Company of Canada
Trading Symbol: SMN (UNCHANGED)
CUSIP Number: 86687V704 (NEW)
Property-Asset or Share Purchase Agreement
TSX Venture Exchange has accepted for filing an option agreement (the "Option Agreement") dated as of December 31, 2023 (the "Effective Date") between Sun Summit Minerals Corp. (the "Company") and two arm's length's optionors (collectively, the "Optionors"), whereby the Company was granted an exclusive option (the "Option") to acquire from the Optionors 100% interest in certain mineral claims identified as JD Claims and Belle Claims located in British Columbia known as the JD Property (the "JD Property").
Pursuant to the Option Agreement, to exercise the Option for the acquisition of a 100% interest in the JD Property, the Company will:
1. Pay a total of $1,175,000 in cash ($25,000 paid on signing the letter of intent).
2. Issue 8,000,000 post-consolidation shares of the Company to the Optionors.
3. Incur an aggregate of $22,500,000 in exploration expenditures on the JD Property.
These option payments will be distributed over several stages over a six-year period. The Consolidation must be effective prior to the first share issuance due under the Option Agreement. In the event of a change of control, the Optionors may accelerate the issuance of any remaining shares under the Option Agreement.
Upon exercising the Option for the JD Property, the Company will grant the Optionors various Net Smelter Return ("NSR") royalties:
? A 2.0% NSR royalties on the JD Claims, of which 1.0% can be re-purchased with a payment of $7,500,000 on or before securing production financing or $10,000,000 on or before reaching commercial production on the JD Property.
? A 1.0% NSR royalties on the Belle claims.
? A 1.0% NSR royalties on any additional interests acquired within a specified area of interest.
The Belle Claims carry an existing 2.0% NSR royalty to a third party, which can be reduced to 1% with a $2,000,000 payment.
If the Option is exercised, the Company will pay $250,000 annually in advance royalties until the earlier of the commencement of commercial production, or the Company's decision to abandon development of the JD Property. These advanced payments will be credited against future royalty obligations.
Additionally, a one-time payment of $1,000,000 will be made upon commencement of commercial production.
The above cash, shares considerations and the NSR royalties granted to the Optionors will be divided as to 50% to each Optionor.
This transaction is arm's length in nature, and no finder's fee is payable.
Please refer to the Company's news releases dated November 9, 2023, January 9, 2024, January 29, 2024 and February 5, 2024 for further details.
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