Sun Summit Announces Closing of $10 Million Non-Brokered Private Placement

Sun Summit Minerals Corp. (TSXV: SMN) (OTCQB: SMREF) ("Sun Summit" or the "Company") is pleased to announce that it has closed its non-brokered private placement (the "Private Placement") previously announced in the Company's press releases on April 24, 2025 and April 28, 2025, through the issuance of (i) 40,868,432 charity flow-through units of the Company (each, a "Charity FT Unit") at a price of $0.105 per Charity FT Unit; (ii) 33,832,770 flow-through units of the Company (each, a "FT Unit") at a price of $0.075 per FT Unit; and (iii) 47,338,602 non-flow-through units (each, an "NFT Unit") at a price of $0.07 per NFT Unit, for aggregate gross proceeds to the Company of $10,142,345, representing a partial exercise of the Company's over-allotment option.

"We are thrilled with the strong interest from investors and the resulting upsizing of the financing from $3.5 million to $10 million," said Niel Marotta, CEO of Sun Summit. "These funds will support a 5,000-metre drill program at JD this summer, which is double what we completed during our inaugural season in 2024. The program will focus on the highly-prospective Creek-to-Finn corridor, where we aim to expand the footprint of known mineralization along strike at the Creek and Finn targets as well as testing new targets within and outside the corridor. Corporate activity across the Toodoggone has accelerated in 2025, reinforcing the district's strong potential. It's an exciting time for Sun Summit: We are well funded and ready to build on last season's momentum with an aggressive exploration program in one of Canada's most active and promising regions."

Each Charity FT Unit consisted of one charity-flow-through common share in the capital of the Company (each, a "Charity FT Share") and one common share purchase warrant (each, a "Charity FT Warrant") that each qualify as a flow-through share within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act").

Each FT Unit consisted of one common share in the capital of the Company (each, an "FT Share") and one-half of one common share purchase warrant (each whole warrant, an "FT Warrant") that each qualify as a flow-through share within the meaning of the Tax Act.

Each NFT Unit consisted of one non-flow-through common share in the capital of the Company (each, a "Common Share") and one Common Share purchase warrant (each, an "NFT Warrant").

Each Charity FT Warrant, FT Warrant and each NFT Warrant entitles the holder thereof to acquire one Common Share at a price of $0.11 per share until May 30, 2027.

The Company intends to use the gross proceeds of the Private Placement for exploration of the Company's JD, Theory and Buck properties and any other Canadian properties that the Company may acquire, and for general working capital purposes, provided that the Company will use an amount equal to the gross proceeds received by the Company from the sale of the FT Units to incur eligible "Canadian exploration expenses" that will qualify as "flow-through mining expenditures" as such terms are defined in the Tax Act.

In connection with the Private Placement, the Company paid aggregate cash finder's fees of $304,749, of which $112,456 was settle by way of issuing 1,606,515 NFT Units, and granted an aggregate of 4,040,736 non-transferable finder warrants of the Company (each, a "Finder Warrant") to arm's length finders of the Company in connection with the Private Placement. Each Finder Warrant entitles the holder thereof to purchase one Common Share of the Company, at an exercise price of $0.11 per share until May 30, 2027.

The Private Placement is subject to the final approval of the TSX Venture Exchange (the "TSXV"). The securities issued in the Private Placement are subject to a hold period expiring on October 1, 2025, in accordance with applicable securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements thereunder.

Restricted Share Units Issuance

The Company also announces that it has, subject to approval of the TSXV, granted an aggregate of 6,000,000 restricted share units of the Company (the "RSUs") to certain directors, officers, advisors and consultants of the Company, in accordance with the rules of the TSXV and the Company's restricted share unit plan. The RSUs have a vesting period of 24 months with 50% vested after 12 months. Once vested, each RSU entities the holder to acquire one Common Share.

Investor Relations Agreements

The Company also announces that it has entered into investor relations agreements (collectively, the "IR Agreements") with the following companies for investor relations and communication services:

1. Dig Media Inc. dba. Investing News Network ("INN");
2. Amvest Capital Securities LLC ("Amvest");
3. Market One Media Group Inc. ("Market One");
4. StreetWise IR ("StreetWise");
5. Departures Capital Inc. ("Departures"); and
6. Investor Events Inc. ("Investor Events").

The agreement with INN (the "INN Agreement") has a term of 12 months, commencing April 30, 2025, under which the Company will pay INN CAD$50,000. The services to be provided under the INN Agreement include creating analyst-crafted company profile, investor kit lead generation, focused content channels, outlook report sponsorship and lead generation, press release syndication, news marketing, display advertising, CEO INNsights, newsletter advertising, metrics reporting and other related investor relations services.

The agreement with Amvest (the "Amvest Agreement") has a term of 6 months, commencing May 12, 2025, under which the Company will pay Amvest USD$42,000. The services to be provided under the Amvest Agreement include non-deal roadshows days, conducting non-deal virtual one on one meetings, hosting non-deal informational webinars and other related investor relations services.

The agreement with Market One (the "Market One Agreement") has a term of 12 months, commencing May 21, 2025, under which the Company will pay Market One CAD$104,000. The services to be provided under the Market One Agreement include conducting an online market one minute interview, conducting an interview with the Company's CEO, providing BNN Bloomberg investor updates, distribution within BarChart article, BNN Bloomberg article and Kitco article, email lead generation and other related investor relations services.

The agreement with StreetWise (the "StreetWise Agreement") has a term of 6 months, commencing May 21, 2025, under which the Company will pay StreetWise USD$90,000. The services to be provided under the StreetWise Agreement include market research, market insight, and analysis services, creating image ads for use on various StreetWise digital platforms and other related investor relations services.

The agreement with Departures (the "Departures Agreement") has a term of 6 to 12 months, commencing May 2, 2025, under which the Company will pay Departures CAD$21,000. The services to be provided under the Departures Agreement include dedicated landing page design, email, video and written content, ad spend and other related investor relations services.

The agreement with Investor Events Inc. (the "Investor Events Agreement") has a term of 12 months, commencing May 30, 2025, under which the Company will pay Investor Events $7,500 on a monthly basis. The services to be provided under the Investor Events Agreement include company-branded event coordination, capital markets advisory, and investor community engagement under their new Engage360 Program.

Each of INN, Amvest, Market One, StreetWise, Departures and Investor Events are at arm's length to the Company, and currently have no direct or indirect interest in the securities of the Company, or any right or intent to acquire such an interest, except for INN and Amvest, currently holding. The IR Agreements are subject to approval by the TSXV.

About Sun Summit

Sun Summit Minerals (TSXV: SMN) (OTCQB: SMREF) is a mineral exploration company focused on the discovery and advancement of district scale gold and copper assets in British Columbia. The Company's diverse portfolio includes the JD and Theory Projects in the Toodoggone region of north-central B.C., and the Buck Project in central B.C.

Further details are available at www.sunsummitminerals.com.

On behalf of the board of directors

Niel Marotta
Chief Executive Officer & Director
info@sunsummitminerals.com 

Forward-Looking Information

Statements contained in this news release that are not historical facts may be forward-looking statements, which involve risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. In addition, the forward-looking statements require management to make assumptions and are subject to inherent risks and uncertainties. There is significant risk that the forward-looking statements will not prove to be accurate, that the management's assumptions may not be correct and that actual results may differ materially from such forward-looking statements. Accordingly, readers should not place undue reliance on the forward-looking statements. Generally forward-looking statements can be identified by the use of terminology such as "anticipate", "will", "expect", "may", "continue", "could", "estimate", "forecast", "plan", "potential" and similar expressions. Forward-looking statements contained in this press release may include, but are not limited to, use of proceeds of the Private Placement; the size and scope of the drill program at the JD property; the Company's exploration plans and forecasts; and obtaining regulatory approval for the Private Placement and exploration plans of the Company. These forward-looking statements are based on a number of assumptions which may prove to be incorrect which, without limiting the generality of the following, include: the state of the equity financing markets in Canada and other jurisdictions; the receipt of regulatory approval; the Company's ability to complete the drill program as currently contemplated; risks inherent in exploration activities; volatility and sensitivity to market prices; volatility and sensitivity to capital market fluctuations; and fluctuations in metal prices. The forward-looking statements contained in this press release are made as of the date hereof or the dates specifically referenced in this press release, where applicable. Except as required by applicable securities laws and regulation, Sun Summit disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. All forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/254100