Pecoy Copper Corp. — Interim / Quarterly Report 2021

Sep 30, 2021

PRIYANKA CAPITAL INC.

Financial Statements Nine Months Ended July 31, 2021 (Unaudited - Expressed in Canadian Dollars)

These unaudited condensed interim financial statements of Priyanka Capital Inc. for the nine months ended July 31, 2021 have been prepared by management and approved by the Board of Directors. These unaudited condensed consolidated interim financial statements have not been reviewed by the Company’s external auditors.

PRIYANKA CAPITAL INC.

Statements of Financial Position

(Unaudited - Expressed in Canadian Dollars)

		July 31, 2021	October 31, 2020	October 31, 2020
Assets
Current
Cash	$	-	$	-
Loans receivable (note 7)		632		632
		632		632
Loans Receivable(note 8)		17,669		17,669
Total Assets	$	18,301	$	18,301
Liabilities and Shareholders’ Deficiency
Liabilities
Current
Accounts payable and accrued liabilities	$	237,134	$	234,289
		237,134		234,289
Shareholders’ Deficiency
Share capital (note 5)		65,833		65,833
Deficit		(284,666)		(281,821)
		(218,833)		(215,988)
Total Liabilities and Shareholders’ Deficiency	$	18,301	$	18,301

Nature of operations and going concern (note 1)

Approved on behalf of the Board on September 29, 2021:

“Glen Macdonald” (signed)

Glen Macdonald, Director

“Ken Ralfs” (signed) Ken Ralfs, Director

The accompanying notes are an integral part of these financial statements.

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PRIYANKA CAPITAL INC. Statements of Loss and Comprehensive Loss Nine Months Ended July 31 (Unaudited - Expressed in Canadian Dollars)

		Three Months	Three Months		Nine Months	Nine Months	Nine Months
		Ended July	Ended July		Ended July		Ended July
		31, 2021	31, 2020		31, 2021		31, 2020
Expenses
Bank charges	$	- $	18	$	-	$	36
Professional fees		500	500		1,500		1,000
Filing fees		450	300		1,345		600
Net Loss and Comprehensive
Loss for the Period	$	(950) $	(818)	$	(2,845)	$	(1,636)
Basic and Diluted Loss Per
Common Share	$	0.00$	(0.00)	$	(0.00)	$	(0.00)
Weighted Average Number of
Common Shares Outstanding		1,316,670	1,316,670		1,316,670		1,316,670

The accompanying notes are an integral part of these financial statements.

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PRIYANKA CAPITAL INC. Statements of Changes in Shareholders’ Deficiency

(Unaudited - Expressed in Canadian Dollars, except for the number of shares)

	Number of			Total
	Outstanding			Shareholders’
	Shares	Share Capital	Deficit	Deficiency
		$	$	$
Balance, October 31, 2019	1,316,670	65,833	(278,036)	(212,203)
Net loss for the period	-	-	(1,636)	(1,636)
Balance, July 31, 2020	1,316,670	65,833	(279,672)	(213,839)
Balance, October 31, 2020	1,316,670	65,833	(281,821)	(215,988)
Net loss for the period	-	-	(2,845)	(2,845)
Balance, July 31, 2021	1,316,670	65,833	(284,666)	(218,833)

The accompanying notes are an integral part of these financial statements.

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PRIYANKA CAPITAL INC. Statements of Cash Flows Nine Months Ended July 31 (Unaudited - Expressed in Canadian Dollars)

		2021			2020
Cash Provided by (Used in)
Operating Activities
Net loss for the period	$		(2,845)	$		(1,636)
Change in non-cash working capital components
Accounts payable and accrued liabilities			2,845			1,600
Cash (Used in) Provided by Operating Activities			-			(36)
Financing Activities
Loan receivable			-			-
Advance from third party			-			-
Cash Provided by (Used in) Financing Activities			-			-
Change in Cash			-			(36)
Cash, Beginning of Period			-			638
Cash, End of Period	$		-	$		602

The accompanying notes are an integral part of these financial statements.

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PRIYANKA CAPITAL INC. Notes to the Financial Statements Nine Months Ended July 31, 2021 (Unaudited - Expressed in Canadian Dollars)

1. NATURE OF OPERATIONS AND GOING CONCERN

Priyanka Capital Inc. (the “Company”) was incorporated under the Business Corporations Act (British Columbia) on October 16, 2014, and was a wholly owned subsidiary of Leucadia Finance Partners Inc. (“Leucadia”) until February 12, 2015. The principal business of the Company is to identify, evaluate and then acquire an interest in a business or assets. The address of its head office is 701 - 595 Howe Street, Vancouver, British Columbia, Canada V6C 2T5.

The Company entered into an arrangement agreement dated December 8, 2014 (the “Arrangement Agreement”) with Leucadia, Glenmac Capital Inc., Nishal Capital Inc., Ravensden Capital Inc. and Real Difference Capital Inc. Final court approval of the plan of arrangement (the “Arrangement”) was obtained on January 15, 2015 and the Company completed its arrangement on February 12, 2015 (the “Effective Date”) and became a reporting issuer in British Columbia and Alberta. Shareholders of record of Leucadia on the Effective Date (the “Shareholders”) received, among other things, one new common share of Leucadia and one-half of one Class 1 Reorganization Share of Leucadia (each whole share, a “Reorganization Share”) for each Leucadia share held. The Reorganization Shares were then, pursuant to the Arrangement and requisite corporate approvals, automatically transferred by Shareholders to the Company in exchange for an aggregate 1,316,670 common shares of the Company (each, a “Priyanka Share”), after accounting for rounding, which shares were issued to the Shareholders on a pro rata basis, such that the 1,316,667 Reorganization Shares were exchanged for 1,316,670 Glenmac Shares. Fractional shares of the Company were not issued, and any fractional shares resulting from the Arrangement were rounded up or down to the nearest whole number. Immediately following this, Leucadia redeemed all of the Reorganization Shares for a total of $65,833 by the transfer to the Company of $30,000 cash and a promissory note in the principal amount of $35,833.

These f inancial statements have been prepared on a going concern basis in accordance with International Financial Reporting Standards (“IFRS”) with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The Company has not yet achieved profitable operations with a working capital deficit of $218,833 (2020 - $213,839) and a deficit of $284,666 (2020 - $279,672) and expects to incur further losses in the development of its business, all of which casts significant doubt about the Company’s ability to continue as a going concern.

The Company’s continuing operations, as intended, are dependent upon its ability to identify, evaluate and negotiate an acquisition of or participation in an interest in properties, assets or businesses. In addition, the Company will require additional financing in order to carry out its business objectives.

2. BASIS OF PRESENTATION

• (a) Statement of compliance

These financial statements have been prepared in accordance with IFRS, as issued by the International Accounting Standards Board and interpretations issued by the International Financial Reporting Interpretations Committee.

These financial statements are presented in Canadian dollars, which is the Company’s functional currency. All values are rounded to the nearest dollar unless otherwise indicated.

The significant accounting policies set out in note 3 have been applied consistently to all years presented.

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PRIYANKA CAPITAL INC. Notes to the Financial Statements Nine Months Ended July 31, 2021 (Unaudited - Expressed in Canadian Dollars)

2. BASIS OF PRESENTATION (Continued)

• (b) Approval of the financial statements

The financial statements of the Company were approved by the directors and authorized for issue on September 29, 2021.

• (c) New accounting pronouncements

• (i) IFRS 9 Financial Instruments (2014)

The finalized version of IFRS 9 contains accounting requirements for financial instruments, replacing IAS 39 Financial Instruments: Recognition and Measurement . The standard contains requirements in the following areas:

• Classification and measurement – Financial assets are classified by reference to the business model within which they are held and their contractual cash flow characteristics. The 2014 version of IFRS 9 introduces a “fair value through other comprehensive income” category for certain debt instruments. Financial liabilities are classified in a similar manner to under IAS 39; however, there are differences in the requirements applying to the measurement of an entity's own credit risk.

• Impairment – The 2014 version of IFRS 9 introduces an “expected credit loss” model for the measurement of the impairment of financial assets, so it is no longer necessary for a credit event to have occurred before a credit loss is recognized.

• Hedge accounting – Introduces a new hedge accounting model that is designed to be more closely aligned with how entities undertake risk management activities when hedging financial and non-financial risk exposures.

• Derecognition – The requirements for the derecognition of financial assets and liabilities are carried forward from IAS 39.

The Company has adopted this new standard since November 1, 2018 and the adoption of this new standard has no material effect on the Company’s financial statements.

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PRIYANKA CAPITAL INC. Notes to the Financial Statements Nine Months Ended July 31, 2021 (Unaudited - Expressed in Canadian Dollars)

2. BASIS OF PRESENTATION (Continued)

• (c) New accounting pronouncements (Continued)

• (ii) IFRS 16 Leases

Earlier application permitted for entities that also apply IFRS 15 Revenue from Contracts with Customers .

This new standard sets out the principles for the recognition, measurement, presentation and disclosure of leases for both the lessee and the lessor. The new standard introduces a single lessee accounting model that requires the recognition of all assets and liabilities arising from a lease.

The main features of the new standard are as follows:

• An entity identifies as a lease a contract that conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

• A lessee recognizes an asset representing the right to use the leased asset, and a liability for its obligation to make lease payments. Exceptions are permitted for short-term leases and leases of low-value assets.

• A lease asset is initially measured at cost, and is then depreciated similarly to property, plant and equipment. A lease liability is initially measured at the present value of the unpaid lease payments.

• A lessee presents interest expense on a lease liability separately from depreciation of a lease asset in the statement of profit or loss and other comprehensive income.

• A lessor continues to classify its leases as operating leases or finance leases, and to account for them accordingly.

• A lessor provides enhanced disclosures about its risk exposure, particularly exposure to residual-value risk.

The new standard supersedes the requirements in IAS 17 Leases , IFRIC 4 Determining whether an Arrangement contains a Lease , SIC-15 Operating Leases – Incentives and SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease .

Effective to the Company’s annual period beginning November 1, 2019 and the adoption of this new standard has no material effect on the Company’s financial statements.

3. SIGNIFICANT ACCOUNTING POLICIES

(a) Financial instruments

Classification

The Company classifies its financial assets in the following measurement categories:

• those to be measured subsequently at fair value (either through OCI or through profit or loss), and

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PRIYANKA CAPITAL INC. Notes to the Financial Statements Nine Months Ended July 31, 2021 (Unaudited - Expressed in Canadian Dollars)

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

• (a) Financial instruments (Continued)

• those to be measured at amortized cost.

The classification depends on the Company’s business model for managing the financial assets and the contractual terms of the cash flows.

For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments that are not held for trading, this will depend on whether the group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI).

The Company reclassifies debt instruments when and only when its business model for managing those assets changes.

Recognition and derecognition

Regular way purchases and sales of financial assets are recognized on trade-date, the date on which the Company commits to purchase or sell the asset. Financial assets are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the Company has transferred substantially all the risks and rewards of ownership.

Measurement

At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transactions costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss.

Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.

Debt instruments

Subsequent measurement of debt instrument depends on the Company’s business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the Company classifies its debt instruments:

• Amortized cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognized directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as separate line item in the statement of profit or loss.

• FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses which are recognized in profit or loss. When the financial asset is derecognized, the cumulative gain or loss previously recognized in OCI is reclassified from equity to profit or loss and recognized in other gains/(losses). Interest income from these financial assets is included in

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PRIYANKA CAPITAL INC. Notes to the Financial Statements Nine Months Ended July 31, 2021 (Unaudited - Expressed in Canadian Dollars)

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

(a) Financial instruments (Continued)

finance income using the effective interest rate method. Foreign exchange gains and losses are presented in other gains/(losses) and impairment expenses are presented as separate line item in the statement of profit or loss.

• FVPL: Assets that do not meet the criteria for amortized cost or FVOCI are measured at FVPL. A gain or loss on a debt investment that is subsequently measured at FVPL is recognized in profit or loss and presented net within other gains/(losses) in the period in which it arises.

Equity instruments

The Company subsequently measures all equity investments at fair value. Where the Company’s management has elected to present fair value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. Dividends from such investments continue to be recognized in profit or loss as other income when the Company’s right to receive payments is established.

Changes in the fair value of financial assets at FVPL are recognized in other gains/(losses) in the statement of profit or loss as applicable. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value.

Impairment

The Company assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at amortized cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

For trade receivables, the Company applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognized from initial recognition of the receivables.

Fair value hierarchy

Fair value measurements of financial instruments are required to be classified using a fair value hierarchy that reflects the significance of inputs used in making the measurements. The levels of the fair value hierarchy are defined as follows:

Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 – Inputs for assets or liabilities that are not based on observable market data.

Cash is measured at Level 1 and the carrying value of all financial assets and liabilities approximate their fair value due to their short-term nature.

• (b) Share capital

Instruments issued by the Company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The Company's common shares are classified as equity instruments.

Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.

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PRIYANKA CAPITAL INC. Notes to the Financial Statements Nine Months Ended July 31, 2021 (Unaudited - Expressed in Canadian Dollars)

3. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(c) Income taxes

Income tax expense consisting of current and deferred tax expense is recognized in the statements of loss and comprehensive loss. Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at period-end, adjusted for amendments to tax payable with regard to previous years.

Deferred income tax assets and liabilities are recognized for temporary differences between the carrying amounts for financial statement purposes and the tax basis for certain assets and liabilities. Deferred income tax assets and liabilities are measured using enacted or substantively enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that substantive enactment occurs.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. To the extent that the Company does not consider it probable that a deferred tax asset will be recovered, the deferred tax asset will be reduced.

(d) Loss per share

Basic loss per share is computed by dividing the loss available to common shareholders by the weighted average number of shares outstanding during the period. The computation of diluted earnings per share assumes the conversion, exercise or contingent issuance of securities only when such conversion, exercise or issuance would have a dilutive effect on the earnings per share. The dilutive effect of convertible securities is reflected in diluted earnings per share by application of the “if converted” method. The dilutive effect of outstanding options and warrants and their equivalents is reflected in diluted earnings per share by application of the treasury stock method.

(e) Use of judgments and estimates

The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Areas requiring significant estimates in the current period include accrued liabilities. Significant areas requiring the use of management judgments in the application of IFRS during the preparation of the financial statements with the risk of material adjustment are as follows.

Income taxes

In assessing the probability of realizing deferred income tax assets, management makes estimates related to expectations of future taxable income, applicable tax opportunities, expected timing reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by tax authorities. The Company has not recognized any deferred income tax assets.

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PRIYANKA CAPITAL INC. Notes to the Financial Statements Nine Months Ended July 31, 2021 (Unaudited - Expressed in Canadian Dollars)

3. SIGNIFICANT ACCOUNTING POLICIES (Continued)

• (e) Use of judgments and estimates (continued)

Collectability of loans receivable

The Company records an allowance for doubtful accounts related to due from related parties that are considered to be uncollectible. The allowance is based on the Company’s knowledge of the financial condition of its related parties, the aging of the receivables and historical experience. A change to these factors could impact the estimated allowance and the provision for bad debts. As at July 31, 2021 and 2020, the Company has not recorded an allowance against its loans receivable.

Going concern

The assessment of the Company’s ability to continue as a going concern and to raise sufficient funds to pay for its ongoing operating expenditures and meet its liabilities for the ensuing year involves significant judgment based on historical experience and other factors, including expectation of future events that are believed to be reasonable under the circumstances.

4. RISK MANAGEMENT AND FINANCIAL INSTRUMENTS

The Company’s risk exposure and the impact on the Company’s financial instruments is summarized below:

Credit risk

The Company’s cash is largely held in large Canadian financial institutions. The Company maintains cash deposits with these financial institutions, which from time to time may exceed federally insured limits. The Company is exposed to credit risk to the extent of its loans receivable. These loans are unsecured and are mostly due from related parties.

Liquidity risk

The Company’s ability to continue as a going concern is dependent on management’s ability to raise required funding through future equity issuances and through short-term borrowing. The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investing and financing activities. All of the Company’s financial liabilities are current and expected to fall due within 30 days, except for the loan payable, which is due on demand.

Foreign exchange risk

The Company’s functional and reporting currency is the Canadian dollar and major purchases are transacted in Canadian dollars. As a result, the Company is not exposed to foreign exchange risk.

Interest rate risk

Interest rate risk is the risk the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. Financial assets and liabilities with variable interest rates expose the Company to cash flow interest rate risk. The Company does not hold any financial liabilities with variable interest rates. The Company maintains bank accounts that earn interest at variable rates, but it does not believe it is currently subject to any significant interest rate risk.

Other price risk

Other price risk is the risk that the fair values or future cash flows of a financial instrument will fluctuate due to changes in market prices other than from interest rates and foreign currency risk. The Company is not exposed to other price risk.

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PRIYANKA CAPITAL INC. Notes to the Financial Statements Nine Months Ended July 31, 2021 (Unaudited - Expressed in Canadian Dollars)

5. SHARE CAPITAL

• (a) Authorized

Unlimited number of common shares and preferred shares without par value.

• (b) Issued and outstanding

No shares were issued during the periods ended July 31, 2021 and 2020.

6.

CAPITAL MANAGEMENT

The Company does not use sources of financing that require fixed payments of interest and principal due to lack of cash flow from current operations, and is not subject to any externally imposed capital requirements.

The Company’s objective when managing capital is to safeguard the Company’s ability to continue as a going concern.

The Company considers its capital to be its share capital. Capital requirements are driven by the Company’s general operations. To effectively manage the Company’s capital requirements, the Company monitors expenses and overhead to ensure costs and commitments are being paid. There have been no changes in the Company’s approach to capital management during the periods ended July 31, 2021 and 2020.

7. RELATED PARTY TRANSACTIONS

Due from a related party as at July 31, 2021 is $632 (2020 - $Nil) owing by the CEO as loans receivable. The balances are unsecured, non-interest-bearing and have no fixed terms of repayment.

The above transactions are in the normal course of operations.

8. LOANS RECEIVABLE

The Company has a loan receivable from a third party amounting to $17,669 (2020 - $17,669). This loan is non-interest-bearing and has no fixed terms of repayment.

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