Announcement • Jul 02
Sugarbowl Copper Ltd signed a letter of intent to acquire Power Group Projects Corp. (TSXV:PGP) in a reverse merger transaction for CAD 0.4 million. Sugarbowl Copper Ltd signed a letter of intent to acquire Power Group Projects Corp. (TSXV:PGP) in a reverse merger transaction for CAD 0.4 million on June 27, 2025. Following completion of the transaction, it is anticipated that the Company will continue be listed as a Tier 2 Mining issuer on the TSX Venture Exchange and will continue the existing business of Sugarbowl. The capital structure of the Company currently consists of 16,956,056 common shares. Except for 5,000,000 common share purchase warrants exercisable at a price of CAD 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 and an equivalent number of share purchase warrants. Immediately prior to completion of the Transaction, the Company will consolidate (the “Consolidation”) the outstanding PGP Shares on a ten-for-one basis. In consideration for Transaction, the Company will issue 20,000,000 Resulting Issuer Shares and 10,000,000 share purchase warrants 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 CAD0.20 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. Completion of the Transaction is subject to a number 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, including approval of the TSX-V, receipt of approval of the shareholders of the Company, completion 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. New Risk • Jun 21
New major risk - Shareholder dilution The company's shareholders have been substantially diluted in the past year. Increase in shares outstanding: 42% This is considered a major risk. Shareholder dilution occurs when there is an increase in the number of shares on issue that is not proportionally distributed between all shareholders. Often due to the company raising equity capital or some options being converted into stock. All else being equal, if there are more shares outstanding then each existing share will be entitled to a lower proportion of the company's total earnings, thus reducing earnings per share (EPS). While dilution might not always result in lower EPS (like if the company is using the capital to fund an EPS accretive acquisition) in a lot cases it does, along with lower dividends per share and less voting power at shareholder meetings. Currently, the following risks have been identified for the company: Major Risks Shares are highly illiquid. Negative equity (-CA$523k). Shareholders have been substantially diluted in the past year (42% increase in shares outstanding). Revenue is less than US$1m. Market cap is less than US$10m (CA$423.9k market cap, or US$308.5k). Announcement • Jun 20
Power Group Projects Corp. announced that it has received CAD 0.1 million in funding On June 19, 2025, Power Group Projects Corp. closed the transaction. Each warrant entitles the subscriber to purchase one additional common share of the issuer at a price of CAD 0.05 per warrant share at any time on of before June 19, 2029. No commissions or fees were paid in connection with closing. The units are subject to a 4 month and one day hold period from the date of issue. 
