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Pecoy Copper Corp. Interim / Quarterly Report 2025

Sep 30, 2025

47267_rns_2025-09-29_823754f4-988a-4f4d-89b0-b2d4392f2722.pdf

Interim / Quarterly Report

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PECOY COPPER CORP. (FORMERLY PRIYANKA CAPITAL INC.)

Condensed Consolidated Interim Financial Statements
Three and Nine Months Ended July 31, 2025
(Unaudited - Expressed in Canadian Dollars)

NOTICE OF NO AUDITOR REVIEW OF CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Under National Instrument 51-102, Part 4, subsection 4.3(3) (a), if an auditor has not performed a review of the consolidated interim financial statements, they must be accompanied by a notice indicating that the consolidated interim financial statements have not been reviewed by an auditor. The accompanying consolidated interim financial statements of the Company have been prepared by and are the responsibility of the Company's management. The Company's independent auditor has not performed a review of these consolidated interim financial statements in accordance with standards established by the Canadian Institute of Chartered Accountants for a review of consolidated interim financial statements by an entity's auditor.


1

PECOY COPPER CORP. (formerly PRIYANKA CAPITAL INC.)

Consolidated Statements of Financial Position

(unaudited)

(Expressed in Canadian Dollars)

July 31, 2025 October 31, 2024
$ $
Assets
Current
Cash 144,856 -
Total Current Assets 144,856 -
Loans Receivable - 2
Total Assets 144,856 2
Liability and Shareholders’ Deficiency
Liability
Current
Accounts payable and accrued liabilities 350,104 271,135
Loans 990 -
Total current liabilities 351,094 271,135
Shareholders’ Deficiency
Share Capital (Note 3) 364,514 65,833
Accumulated Deficit (570,752) (336,966)
Total Shareholders’ Deficiency (206,238) (271,133)
Total Liabilities and Shareholders’ Deficiency 144,856 2

Nature of operations and going concern (note 1)

Approved on behalf of the Board on September 26, 2025:

(signed) Vincent Metcalfe

(signed) Paul Matysek


2

PECOY COPPER CORP. (formerly PRIYANKA CAPITAL INC.)

Consolidated Statements of Loss and Comprehensive Loss

(unaudited)

(Expressed in Canadian Dollars)

For the Three Months Ended July 31, 2025 For the Three Months Ended July 31, 2024 For the Nine Months Ended July 31, 2025 For the Nine Months Ended July 31, 2024
$ $ $ $
Office and Administrative fees 201 - 201 -
Professional fees 353,337 1,000 358,173 3,000
Transfer agent and regulatory 15,644 - 22,995 1,000
LOSS FROM OPERATION (369,182) (1,000) (381,369) (4,000)
Gain on Debt Forgiveness 147,583 - 147,583 -
LOSS AND COMPREHENSIVE LOSS FOR THE PERIOD (221,599) (1,000) (233,786) (4,000)
Loss per share - basic and diluted (0.23) (0.08) (0.71) (0.30)
Weighted average number of common shares outstanding 954,682 13,187 330,468 13,187

3

PECOY COPPER CORP. (formerly PRIYANKA CAPITAL INC.)

Consolidated Statements of Changes in Shareholders' Deficiency

(unaudited)

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

Number of Outstanding Shares Share Capital Accumulated Deficit Total Shareholders' Deficiency
$ $ $ $
Balance, October 31, 2023 13,187 65,833 (319,916) (254,083)
Net loss for the period - - (4,000) (4,000)
Balance, July 31, 2024 13,187 65,833 (323,916) (258,083)
Net loss for the period - - (13,050) (13,050)
Balance, October 31, 2024 13,187 65,833 (336,966) (271,133)
Share Issuance 2,986,813 298,681 - 298,681
Net loss for the period - - (233,786) (233,786)
Balance, July 31, 2025 3,000,000 364,514 (570,752) (206,238)

4

PECOY COPPER CORP. (formerly PRIYANKA CAPITAL INC.)

Consolidated Statements of Cash Flows
(unaudited)
(Expressed in Canadian Dollars)

Nine months ended 2025 2024
$ $
Cash used in operating activities
Net loss for the period (233,786) (4,000)
Items not involving cash:
Gain on Debt Forgiveness (147,583) -
Changes in non-cash working capital items:
Accounts payable and accrued liabilities 226,552 4,000
Net cash used in operating activities (154,817) -
Cash from financing activities
Share Issuance 298,681
Loans 992 -
Net cash provided by financing activities 299,673 -
Change in cash 144,856 -
Cash, beginning of period - -
Cash, end of period 144,856 -

PECOY COPPER CORP. (formerly PRIYANKA CAPITAL INC.)
Note to the Condensed Consolidated Interim Financial Statements (unaudited)
Three and Nine Months Ended July 31, 2025
(Expressed in Canadian Dollars)

1. NATURE OF OPERATIONS AND GOING CONCERN

PECOY COPPER CORP. (formerly 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 13,187 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 13,187 Reorganization Shares were exchanged for 13,187 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 consolidated interim financial 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 $206,238 (October 31, 2024 - $271,133) and a deficit of $570,752 (October 31, 2024 - $336,966) 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 unaudited consolidated interim financial statements have been prepared in accordance with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and as applicable to the preparation of interim financial statements, including IAS 34 Interim Financial Reporting. Accordingly, certain disclosures included in the annual consolidated financial statements prepared in accordance with IFRS have been condensed or omitted and these unaudited consolidated interim financial statements should be read in conjunction with the Corporation's audited financial statements. The accounting policies, methods of computation and presentation applied in the preparation of these consolidated interim financial statements have been consistent throughout the period. These consolidated interim 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.


PECOY COPPER CORP. (formerly PRIYANKA CAPITAL INC.)

Notes to the Consolidated Interim Financial Statements (unaudited)

Three and Nine Months Ended July 31, 2025

(Expressed in Canadian Dollars)

2. BASIS OF PRESENTATION (Continued)

(b) Basis of consolidation

The consolidated interim financial statements include the accounts of the Company and its one wholly owned subsidiary.

(c) Approval of the consolidated interim financial statements

The consolidated interim financial statements of the Company were approved by the directors and authorized for issue on September 26, 2025.

(d) New accounting pronouncements

There is no new material accounting policy that is expected to affect the Company's consolidated interim financial statements.

3. SHARE CAPITAL

(a) Authorized

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

(b) Issued and outstanding

On July 2, 2025, the Company issued 2,986,813 common shares for net proceeds of $298,681.

4. SUBSEQUENT EVENTS

Reverse takeover, acquisition and concurrent private placement

On July 3, 2025, the Company, its subsidiary ("Pecoy Copper Subco") and Pecoy Copper Limited entered into a business combination agreement in respect of a proposed three-cornered amalgamation under the Business Corporation Act (Ontario) whereby Pecoy Copper Subco and the Company would amalgamate with Pecoy Copper Limited and continue as one corporation, resulting in the reverse takeover of the Company by Pecoy Copper Limited (the "RTO"). As per the business combination agreement, the Company will acquire all the issued and outstanding common shares of Pecoy Copper Limited by issuing 85,461,020 common shares at a deemed price of $0.60 per share.

Prior to the RTO, Pecoy Copper Limited completed a concurrent private placement of 105,800,000 subscription receipts at a price of $0.60 per subscription receipt, for aggregate gross proceeds of $63,480,000. The subscription receipts will be exchanged on a one-for-one basis for common shares of the Company at the time of the RTO. The net proceeds from the subscription receipts is $59,624,755 after deducting agents' fees and other expenses totalling $3,855,245.

On September 3, 2025, the Company completed the RTO transaction.

Additionally, through this RTO, the Company now owns, or holds options to acquire, 100% of the mineral concessions comprising the Pecoy Project, including interests acquired by Pecoy Copper Limited concurrently with the RTO (the "Acquisition"). In connection the Acquisition, the Company also issued 8,333,333 common shares and 4,166,667 warrants.