Star Metro - Priyanka Capital Announces Completion of Upsized $63.5 Million Brokered Offering in Pecoy SPV

VANCOUVER, BC / ACCESS Newswire / July 8, 2025 / Priyanka Capital Inc. ("Priyanka" or the "Company") is pleased to announce that, further to its news release dated June 11, 2025, Pecoy Copper Limited, a special purpose vehicle ("Pecoy SPV") founded by the former management team of Nomad Royalty Company Ltd., has completed a brokered "best efforts" private placement upsized to 105,800,000 subscription receipts (the "Subscription Receipts"), which includes the exercise of the over-allotment option in full, at a price of $0.60 per Subscription Receipt for gross proceeds of $63,480,000 (the "Offering").

The gross proceeds of the Offering, less certain payments to the Agents on account of their expenses and partial commission, will be held in escrow until certain conditions are met, including, but not limited to, the receipt of the conditional approval from the TSX Venture Exchange for the Company's reverse take-over transaction (the "RTO") with Pecoy SPV pursuant to the terms and conditions of the Business Combination Agreement entered into on July 3, 2025. Each Subscription Receipt shall be automatically exchanged for, without payment of any additional consideration and without further action on the part of the holder thereof, one common share of Pecoy SPV upon satisfaction of the escrow release conditions (the "Escrow Release Conditions") prior to the date that is 90 days following the closing date of the Offering. Upon closing of the RTO, all Pecoy SPV shares, including the shares issuable under the Subscription Receipts, will be exchanged for shares of the Resulting Issuer following completion of the RTO.

Following the satisfaction of the Escrow Release Conditions and closing of the RTO, the net proceeds of the Offering will be used to fund the cash consideration in connection with a series of binding acquisition and option agreements entered into by Pecoy SPV, to advance exploration and development of the Pecoy Copper Project, as well as for working capital and general corporate purposes.

The Offering was completed pursuant to an Agency Agreement entered into among the Company, Pecoy SPV, Canaccord Genuity Corp. (the "Lead Agent"), BMO Nesbitt Burns Inc. ("BMO"), Cormark Securities Inc. ("Cormark"), Desjardins Securities Inc. ("Desjardins"), Haywood Securities Inc. ("Haywood"), National Bank Financial Inc. ("NBF"), Scotia Capital Inc. ("Scotia"), Ventum Capital Corp. ("Ventum") and 3L Capital Inc. ("3L", and together with the Lead Agent and BMO, Cormark, Desjardins, Haywood, NBF, Scotia and Ventum, the "Agents"). In consideration for the services rendered in connection with the Offering, Pecoy SPV paid the Agents a cash commission of $3,546,270, 50% of which will be held in escrow pending satisfaction of the Escrow Release Conditions, and reimbursed the Agents for certain expenses incurred in connection with the Offering.

This news release does not constitute an offer to sell or a solicitation of an offer to buy 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.

About the Company

The Company is a reporting issuer in the Provinces of British Columbia and Alberta. The Company's shares are not currently listed on any stock exchange and it is presently engaged in identifying and evaluating potential business opportunities.

ON BEHALF OF THE BOARD OF DIRECTORS

Robert Dubeau, President, CEO and Director
Suite 1500, 1055 West Georgia Street, Vancouver, BC V6E 4N7
Telephone: 778 837 8550
Email: [email protected]

Cautionary Note Regarding Forward-Looking Statements

This news release includes certain statements that may be deemed "forward-looking statements". All statements in this new release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur and specifically include statements regarding the RTO; the proposed use of proceeds from the Offering; and the Company's business and strategic plans. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

SOURCE: Priyanka Capital Inc.

View the original press release on ACCESS Newswire

A.Jackson--SMC