Power Group Announces Private Placement

POWER GROUP ANNOUNCES PRIVATE PLACEMENT

NOT FOR DISSEMINATION OR DISTRIBUTION IN THE UNITED STATES OF AMERICA

May 17 , 2021 – Toronto, Ontario - Power Group Projects Corp. (TSXV: PGP) (the

“Company”) is pleased to announce a non-brokered private placement through the issuance of up to

20,000,000 units (“Unit”) at a price of $0.06 per Unit for aggregate gross proceeds of up to $1,200,000 (the

“Offering”).

Each Unit shall be comprised of one common share (“Common Share”) in the capital of the Company and

one Common Share purchase warrant (“Warrant”) of the Company. Each Warrant shall entitle the holder

thereof to acquire one Common Share at a price of $0.12 per Common Share for a period of three (3) years

from the closing date (the “Closing Date”) of the Offering.

All securities issued pursuant to the Offering will be subject to a hold period of four months plus a day from

the date of issuance and the resale rules of applicable securities legislation . The net proceeds from the

Offering will be used for general working capital purposes.

The closing of the Offering is subject to certain conditions including, but not limited to, the receipt of all

necessary regulatory and other approvals, including the approval of the TSX Venture Exchange.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities

in the United States. The securities have not been and will not be registered under the United States

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

offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act

and applicable state securities laws or an exemption from such registration is available.

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

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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.