Power Group Signs Letter of Intent to Acquire Sugarbowl Copper

NEWS RELEASE

POWER GROUP SIGNS LETTER OF INTENT TO ACQUIRE SUGARBOWL COPPER

June 30, 2025 – Power Group Projects Corp ( TSX-V: PGP ) (the “Company ”) has entered into a

letter of intent (the “ Letter ”), dated June 27, 2025, pursuant to which it propo ses to acquire (the

“Transaction ”) all of the outstanding share capital of Sugarbow l Copper Ltd. (“ Sugarbowl ”).

Sugarbowl is an arms’-length privately held company established under the Business

Corporations Act (British Columbia). Following completion of the transaction, it is anticipated that

the Company will continue be listed as a Tier 2 Min ing issuer on the TSX Venture Exchange

(“ TSX-V”) and will continue the existing business of Sugarbowl. The Transaction will constitute a

reverse-takeover of the Company, in accordance with TSX-V Policy 5.2 – Changes of Business

and Reverse Takeovers .

About Sugarbowl Copper

Sugarbowl is a privately-held company involved in t he exploration and development of mineral

resource projects in the Province of British Columb ia. Its principal focus is on the exploration of

a series of three mineral claims, totaling 3,130.22 hectares, and commonly referred to as the “Pet

Silica Project”. Sugarbowl holds the right to acquire the Pet Silica Project, subject to a two percent

net smelter returns royalty, in consideration for a series of cash payments and exploration

expenditures. In addition to the Pet Silica Projec t, Sugarbowl also holds the right to acquire a

further two mineral claims, totaling 1,174.76 hecta res, and commonly referred to as the “Goat

Project”.

In connection with the Transaction, the Company has commissioned a geological report on the

Pet Silica Project which is expected to be the principal focus of the Company following completion

of the Transaction. Prior to completion of the Transaction, a copy of the geological report will be

filed and posted the issuer profile for the Company on SEDAR+ ( www.sedarplus.ca ).

Information concerning the shareholder base of Suga rbowl, as well as significant financial

information regarding Sugarbowl, will be provided b y the Company as soon as it becomes

available.

About the Transaction

The capital structure of the Company currently cons ists of 16,956,056 common shares (each, a

“PGP Share ”). Except for 5,000,000 common share purchase warrants exercisable at a price of

$0.05 until June 19, 2029, there are no outstanding securities or rights of the Company which are

convertible or have the right to acquire PGP Shares. The capital structure of Sugarbowl currently

consists of 78,800,000 common shares (each, an “ SBC Share ”) and an equivalent number of

share purchase warrants. Immediately prior to comp letion of the Transaction, the Company will

consolidate (the “ Consolidation ”) the outstanding PGP Shares on a ten-for-one basis (each post-

Consolidation PGP Share, a “ Resulting Issuer Share ”).

2

In consideration for Transaction, the Company will issue 20,000,000 Resulting Issuer Shares and

10,000,000 share purchase warrants (each, a “ Resulting Issuer Warrant ”) to the existing share

and warrant holders of Sugarbowl. Each Resulting Issuer Warrant will entitle the holder to acquire

an additional Resulting Issuer Share at a price of $0.20 for a period of sixty months following

issuance.

Upon completion of the Transaction, it is expected that the Company will change its name and

reconstitute its board of directors and management of the Company. The Company will provide

further information concerning the proposed new name and directors and officers of the Company

as soon as it becomes available.

Concurrent Financing

Pursuant to the Letter, and in connection with the Transaction, the Company will complete a non-

brokered private placement (the “ Concurrent Financing ”) of subscription receipts (each, a

“Receipt ”) at a price of $0.15 per Receipt to raise a minim um of $650,000. Proceeds from the

Concurrent Financing will be held in escrow pending completion of the Transaction. Immediately

prior to completion of the Transaction, each Receipt will automatically be converted into one unit

(each, a “ Resulting Issuer Unit ”). Each Resulting Issuer Unit will consist of one Resulting Issuer

Share and one share purchase warrant entitling the holder to acquire one additional Resulting

Issuer Share at a price of $0.20 for a period of sixty months following closing of the Transaction.

Net proceeds of the Concurrent Financing will be used to advance development of the Pet Silica

Project, and for working capital and general corporate purposes. The Company may pay finders’

fees to eligible parties who assist introducing sub scribers to the Concurrent Financing. All

securities issued in connection with the Concurrent Financing will be subject to a four-month-and-

one-day statutory hold period in accordance with applicable securities laws.

Further Information

Completion of the Transaction is subject to a numbe r of conditions including the satisfactory

completion of due diligence, the negotiation and entering into of a definitive agreement, receipt of

all required regulatory and third-party consents, i ncluding approval of the TSX-V, receipt of

approval of the shareholders of the Company, comple tion of the Concurrent Financing and

satisfaction of other customary closing conditions. The Transaction requires approval of the

shareholders of the Company in accordance with the policies of the TSX Venture Exchange. The

Company intends to obtain shareholder approval through the written consent of the majority of its

outstanding share capital.

The Company and Sugarbowl have agreed to structure the Transaction in the manner most tax

efficient for the shareholders of Sugarbowl and as such the Transaction structure is subject to

change based upon advice from the parties respectiv e legal and tax advisors. The Transaction

cannot close until the required approvals are obtai ned. There can be no assurance that the

Transaction will be completed as proposed or at all. No finders’ fees or commissions are payable

in connection with completion of the Transaction, e xcept in connection with the Concurrent

Financing, and no advances or loans to Sugarbowl are contemplated.

3

Sponsorship

The Transaction is subject to the sponsorship requi rements of the TSX-V unless an exemption

from those requirements is granted. The Company in tends to apply for an exemption from the

sponsorship requirements; however, there can be no assurance that an exemption will be

obtained. If an exemption from the sponsorship req uirements is not obtained, a sponsor will be

identified at a later date. An agreement to act as sponsor in respect of the Transaction should

not be construed as any assurance with respect to the merits of the Transaction or the likelihood

of its completion.

Filing Statement

In connection with the Transaction and pursuant to the requirements of the TSX-V, the Company

will prepare and file a Filing Statement on its issuer profile on SEDAR+ ( www.sedarplus.ca ), which

will contain details regarding the Transaction, the Concurrent Financing, the Company, Sugarbowl

and the Resulting Issuer following completion of the Transaction.

Trading Halt

Trading in the common shares of the Company is currently halted in accordance with the policies

of the TSX-V and is expected to remain halted pending completion of the Transaction.

For further information please contact:

Scott Hayduk

Director

Email: [email protected]

Tel: 403.819.9756

Completion of the Transaction is subject to a numbe r of conditions, including but not limited to,

TSX Venture Exchange acceptance. The Transaction ca nnot close until the required approvals

are obtained, and the outstanding conditions satisf ied. There can be no assurance that the

Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed i n the filing statement to be prepared in

connection with the Transaction, any information re leased or received with respect to the

Transaction may not be accurate or complete and sho uld not be relied upon. Trading in the

securities of the Company should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed Transaction

and has neither approved nor disapproved the conten ts of this press release. Neither the TSX

Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the

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

This news release may contain certain “Forward-Looking Statements” within the meaning of the

United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities

laws. When or if used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”,

“target, “plan”, “forecast”, “may”, “schedule” and similar words or expressions identify forward-

looking statements or information. These forward-looking statements or information may relate

to proposed financing activity, regulatory or government requirements or approvals, the reliability

4

of third-party information and other factors or inf ormation. Such statements represent the

Company’s current views with respect to future events and are necessarily based upon a number

of assumptions and estimates that, while considered reasonable by the Company, are inherently

subject to significant business, economic, competit ive, political and social risks, contingencies

and uncertainties. Many factors, both known and unknown, could cause results, performance or

achievements to be materially different from the results, performance or achievements that are or

may be expressed or implied by such forward-looking statements. The Company does not intend,

and does not assume any obligation, to update these forward-looking statements or information

to reflect changes in assumptions or changes in circumstances or any other events affecting such

statements and information other than as required by applicable laws, rules and regulations.