Power Group Announces Acquisition of 1315843 B.c. Ltd.

POWER GROUP ANNOUNCES ACQUISITION OF 1315843 B.C. LTD.

NOT FOR DISSEMINATION OR DISTRIBUTION IN THE UNITED STATES OF AMERICA

December 23, 2021 – Toronto, Ontario - Power Group Projects Corp. (TSXV: PGP) (the “Company”)

is pleased to announce that, further to its press release s of October 18, 2021 and December 9, 2021 , the

Company has acquired (the “Transaction”) all of the issued and outstanding common shares of 1315843

B.C. Ltd. (“ BCCo”) pursuant to an arm’s length share purchase agr eement (the “ Share Purchase

Agreement”) dated December 8, 2021 among the Company, BCCo and the shareholders of BCCo

(collectively, the “Vendors”). BCCo is a private company incorporated under the laws of the Province of

British Columbia, whose sole asset is an option agreement dated August 9, 2021 (the “Option Agreement”)

with Cloudbreak Discovery PLC (“Cloudbreak”) and Cloudbreak Discovery (Canada) Ltd. (together with

Cloudbreak, the “ Optionor”), whereby BCCo has the option (the “ Option”) to e arn a 75% interest in

certain mineral claims in the Province of British Columbia (the “Property” or the “Atlin West Project”).

As consideration for the Transaction, the Company (i) issued an aggregate of 24,000,000 common shares

in the capital of the Com pany (the “Common Shares”), at a price of $0. 05 per Common Share to the

Vendors; (ii) make a refundable cash payment in the amount of $50,000 to BCCo upon signing of the LOI,

to be released upon signing of a definitive agreement (which the Company has completed), and (iii) made

cash payment in the amount of $50,000 to BCCo, or as BCCo may direct, upon closing of the Transaction.

The Common Shares issu ed pursuant to the Transaction will be subject to a regulatory four month hold

period.

The Option Agreement

Under the terms of the Option Agreement, BCCo may exercise the Option to acquire a 75% interest in the

Property upon payment of an aggregate of $ 325,000 in cash payments (the “ Option Payments ”) and

incurring an aggregate of $700,000 in expenditures (the “Expenditures”) on the Property as follows:

• a $50,000 Option Payment on October 8, 2021 (the “Effective Date”);

• a $50,000 Option Payment o n the ea rlier of: (i) the date on which BCCo enters into a go public

agreement; and (ii) the date that is two months following the Effective Date;

• incurring $150,000 in Expenditures on or before the first anniversary of the Effective Date;

• a $75,000 Option Payment on or before the second anniversary of the Effective Date and incurring

an additional $200,000 in Expenditures or before the second anniversary of the Effective Date; and

• a $150,000 Option Payment on or before the third anniversary of the Effective Date and incurring

an additional $350,000 in Expenditures or before the third anniversary of the Effective Date.

Upon the exercise of the Opt ion, BCCo grant a 2% net smelter returns royalty (“ NSR”) in favour of

Cloudbreak, subject to the ability of BCCo to purchase 1% of the NSR (resulting in the remaining NSR

being 1%) for a purchase price of $1,500,000 at any time.

BCCo confirms that first two Option Payments have been made in accordance with the Option Agreement.

The securities issued in connection with the Transaction will not be registered under the U.S. Securities Act

of 1933, as amended (the “U.S. Securities Act”), or any U.S. state securities laws, and may not be offered

or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined under the U.S.

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Securities Act) absent registration or any applicable exemption from the registration requirements of the

U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer

to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of

these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

For further information, please contact:

Aleem Nathwani

Chief Executive Officer and Chairman

Tel: (604) 290-7073

Email: [email protected]

Cautionary Statement on Forward-Looking Information

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the

policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release contains certain “forward-looking information” within the meaning of applicable

securities laws. Forward looking information is frequently characterized by words such as “plan”,

“expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “would”, “potential”,

“proposed” and other similar words, or statements that certain events or conditions “may” or “will”

occur. These statements are only predictions. Forward-looking information is based on the opinions and

estimates of management at the date the information is provided, and is subject to a variety of risks and

uncertainties and other factors that could cause actual events or results to differ materially from those

projected in the forward-looking information. For a description of the risks and uncertainties facing the

Company and its business and affairs, readers should refer to the Company’s Management’s Discussion

and Analysis. The Company undertakes no obligation to update forward-looking information if

circumstances or management’s estimates or opinions should change, unless required by law. The reader

is cautioned not to place undue reliance on forward-looking information.