Pecoy Copper Corp. — Capital/Financing Update 2025

Jul 11, 2025

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1
Name and Address of Company
Priyanka Capital Inc. (the “Company”)
1500 – 1055 West Georgia Street
Vancouver, British Columbia V6E 4N7

Item 2
Date of Material Change
July 8, 2025

Item 3
News Release
News release dated July 8, 2025, was disseminated via Accesswire and subsequently filed on SEDAR+.

Item 4
Summary of Material Change
The Company announced that Pecoy Copper Limited (“Pecoy SPV”) has completed the previously announced brokered “best efforts” private placement of 105,800,000 subscription receipts (the “Subscription Receipts”) for gross proceeds of $63,480,000 (the “Offering”).

Item 5
Full Description of Material Change
The Company announced that further to its news release dated June 11, 2025, Pecoy SPV, a special purpose vehicle founded by the former management team of Nomad Royalty Company Ltd., has completed the Offering of Subscription Receipts, which included 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 gross proceeds of the Offering, less certain payments to the Agents (as defined herein) 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.

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("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.

Item 5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7 Omitted Information

Not applicable.

Item 8 Executive Officer

Robert Dubeau, President, CEO and Director
Suite 1500, 1055 West Georgia Street, Vancouver, BC V6E 4N7
Telephone: 778 837 8550
Email: bobbydubeau@yahoo.ca

Item 9 Date of Report

July 11, 2025

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