A2ZCryptocap - Capital/Financing Update 2022

A copy of this preliminary prospectus has been filed with the securities regulatory authorities in each of the provinces of British Columbia, Alberta and Ontario and with the TSX Venture Exchange Inc. but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the prospectus is obtained from the securities regulatory authorities in British Columbia, Alberta and Ontario.

This prospectus constitutes a public offering of the securities only in those jurisdictions where they may be lawfully offered for sale and, in such jurisdictions, only by persons permitted to sell such securities. No securities regulatory authority has expressed an opinion about these securities, and it is an offence to claim otherwise.

PRELIMINARY PROSPECTUS

INITIAL PUBLIC OFFERING

February 2, 2022

A2ZCRYPTOCAP INC.

(A Capital Pool Company)

$400,000

4,000,000 Common Shares

PRICE: $0.10 per Common Share

The purpose of this offering (the " Offering ") is to provide A2ZCryptocap Inc. (the " Corporation ") with a minimum of funds with which to identify and evaluate businesses or assets with a view to completing a Qualifying Transaction (as defined below). Any proposed Qualifying Transaction must be approved by the TSX Venture Exchange Inc. (the " Exchange ") and in the case of a Non-Arm's Length Qualifying Transaction (as defined below), must also receive Majority of the Minority Approval (as defined below), in accordance with Exchange Policy 2.4 – Capital Pool Companies (the " CPC Policy "). The Corporation is a CPC (as defined below). It has not commenced commercial operations and has no assets other than a minimum amount of cash. Except as specifically contemplated in the CPC Policy, until the Completion of the Qualifying Transaction (as defined below), the Corporation will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing a proposed Qualifying Transaction. See " Business of the Corporation " and " Use of Proceeds ".

Per Common Share Total Offering(3) Notes:	Number of Common Shares 1 4,000,000	Price to the Public $0.10 $400,000	Agent's Commission(1) $0.01 $40,000	Proceeds to the Corporation(2)
				$0.09 $360,000

(1) Pursuant to the Agency Agreement (as defined below), the Agent (as defined below) will receive a commission equal to 10% of the gross proceeds of the Offering, being $40,000 (the " Agent's Commission "). In addition, the Agent has received a corporate finance fee of $10,000 plus G.S.T. and will be reimbursed for its reasonable expenses incurred pursuant to the Offering, including legal fees. The Corporation will also grant to the Agent, or any sub-agents, the Agent's Option (as defined below). This prospectus qualifies the grant of the Agent's Options. See " Plan of Distribution ".
(2) Before deducting costs of the Offering estimated at $85,000 plus G.S.T. and disbursements (exclusive of the Agent's Commission), including: corporate finance fee of $10,000 plus G.S.T., legal fees of the Agent which are estimated at $10,000 plus disbursements and G.S.T., legal and auditor's fees of the Corporation estimated at $40,000 plus disbursements and G.S.T., Exchange listing fee of $15,000 plus G.S.T. and filing fees of approximately $10,000. See " Use of Proceeds ". As of the date hereof, the Agent has received $10,500 representing the corporate finance fee plus GST, as well as an $8,000 expense deposit.
(3) A total of 4,000,000 Common Shares (as defined below) are offered hereunder, not including the Agent's Option (as defined below) or the Incentive Stock Options (as defined below). This prospectus qualifies for distribution the Agent's Option (as defined below) and the Incentive Stock Options (as defined below). See " Plan of Distribution " and " Incentive Stock Options ".

The Corporation has entered into an agreement (the " Agency Agreement ") dated [  ], 2022 with Leede Jones Gable Inc. (the " Agent ") to act as agent for the Corporation for the sale of Common Shares (as defined below) under this prospectus on a commercially reasonable efforts basis. The Offering is of 4,000,000 common shares of the Corporation (each a " Common Share " and collectively, " Common Shares ") for total gross proceeds to the Corporation of $400,000. The offering price of the Common Shares was determined by negotiation between the Corporation and the Agent. All funds received from subscriptions for Common Shares will be held by the Agent pursuant to the terms of the Agency Agreement. If the minimum subscription is not raised within 90 days of the issuance of a receipt for the final prospectus or such other time as may be agreed to by the Agent and consented to by persons or companies who subscribed for Common Shares within that period, all subscription funds will be returned to subscribers without interest or deduction, unless the subscribers have otherwise instructed the Agent. See " Plan of Distribution ".

Pursuant to the Agency Agreement, the Corporation will grant a non-transferable option to the Agent, or any subagent, to purchase an aggregate of 400,000 Common Shares at a price of $0.10 per Common Share, exercisable for a period of 2 years from the Closing Date (the " Agent's Option "), which Agent's Option is qualified under this prospectus. Not more than 50% of the Common Shares received on the exercise of the Agent’s Option may be sold by the Agent prior to the Completion of the Qualifying Transaction (as defined below). The remaining 50% may be sold after the Completion of the Qualifying Transaction. In addition, the Corporation will grant incentive stock options (the " Incentive Stock Options ") to the directors and officers of the Corporation to purchase, in aggregate, 604,000 Common Shares at a price of $0.10 per Common Share, exercisable for a period of 10 years from the date of grant, which Incentive Stock Options are qualified under this prospectus. See " Incentive Stock Options ".

Market for Securities

There is currently no market through which the securities offered hereby may be sold and purchasers may not be able to resell securities purchased under this prospectus. This may affect the pricing of the securities in the secondary market, the transparency and availability of trading prices, the liquidity of the securities, and the extent of issuer regulation. See "Risk Factors". As at the date of the prospectus, the Corporation does not have any of its securities listed or quoted, has not applied to list or quote any of its securities, and does not intend to apply to list or quote any of its securities, on the Toronto Stock Exchange, Aequitas NEO Exchange Inc., a U.S. marketplace, or a marketplace outside Canada and the United States of America (other than the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc).

The Corporation has applied to list its Common Shares on the Exchange. Listing is subject to the Corporation fulfilling all of the listing requirements of the Exchange.

Other than the initial distribution of the Common Shares pursuant to this prospectus, the grant of the Agent's Option and the Incentive Stock Options, trading in all securities of the Corporation is prohibited during the period between the date a receipt for this prospectus is issued by the applicable securities regulatory authority and the time the Common Shares are listed for trading except, subject to prior acceptance of the Exchange, where appropriate registration and prospectus exemptions are available under securities legislation or where the applicable securities regulatory authority grants a discretionary order. See " Plan of Distribution ".

Risk Factors

Investment in the Common Shares offered by this prospectus is highly speculative due to the nature of the Corporation's business and its present stage of development. This Offering is suitable only to those investors who are prepared to risk the loss of their entire investment. See "Risk Factors".

The Corporation has not commenced commercial operations and has no assets other than cash. It has no history of earnings and will not generate earnings or pay dividends until at least after the Completion of the Qualifying Transaction. Until Completion of the Qualifying Transaction (as defined herein), the Corporation is not permitted to carry on any business other than the identification and evaluation of potential Qualifying Transactions. See " Corporate Structure ", " Business of the Corporation " and " Use of Proceeds ".

The directors and officers of the Corporation will only devote a portion of their time to the business and affairs of the Corporation and some of them are or will be engaged in other projects or businesses such that conflicts of interest may arise from time to time. See " Directors, Officers and Promoters ".

The global pandemic caused by COVID-19 may result in additional expenses and delays to the Corporation, the impact of which is uncertain on the Corporation at this time. See " Risk Factors ".

There can be no assurance that an active and liquid market for the Common Shares will develop and an investor may find it difficult to resell its Common Shares.

Investors acquiring the Common Shares offered by this prospectus will suffer an immediate dilution of approximately 16.89% or $0.01689 per Common Share, before the deduction of selling commissions and related expenses incurred by the Corporation. See " Dilution ".

Neither the Exchange, nor any securities regulatory authority, passes upon the merits of the proposed Qualifying Transaction. See " Risk Factors ".

In the event that the management of the Corporation resides outside of Canada or the Corporation identifies a foreign business as a proposed Qualifying Transaction, investors may find it difficult or impossible to effect service or notice to commence legal proceedings upon any management resident outside of Canada or upon the foreign business and may find it difficult or impossible to enforce against such persons, judgments obtained in Canadian courts.

The Qualifying Transaction may be financed in all or part by the issuance of additional securities by the Corporation and this may result in further dilution to the investor, which dilution may be significant, and which may also result in a change of control of the Corporation.

Subject to prior Exchange acceptance, the Corporation may be permitted to loan or advance up to the greater of $250,000 and 20% of its working capital to a target business without shareholder approval and there can be no assurance that the Corporation will be able to recover the loan. See " Risk Factors ".

As a result of these factors, the Offering is suitable only to investors who are willing to rely solely on the directors and management of the Corporation and who can afford to lose their entire investment. Those investors who are not prepared to do so should not invest in the Common Shares. See "Business of the Corporation", "Directors, Officers and Promoters", "Use of Proceeds" and "Risk Factors".

Maximum Investment

Pursuant to the CPC Policy, 75% or 3,000,000, of the total number of Common Shares offered under this prospectus are subject to the following limits:

(a) the maximum number of Common Shares that may be directly or indirectly purchased by any one purchaser pursuant to the Offering is 2% of the total number of Common Shares offered under this prospectus, being 80,000 Common Shares; and
(b) the maximum number of Common Shares that may be directly or indirectly purchased by any one purchaser, together with any Associates and Affiliates of that purchaser, is 4% of the total number of Common Shares offered under this prospectus, being 160,000 Common Shares.

iii

The Common Shares are conditionally offered, subject to prior sale, if, as and when issued and delivered by the Corporation, and accepted in accordance with the conditions contained in the Agency Agreement referred to under " Plan of Distribution " and subject to approval of certain legal matters by DS Burstall LLP, on behalf of the Corporation and by Harper Grey LLP, on behalf of the Agent.

Eligibility for Investment

In the opinion of DS Burstall LLP, counsel to the Corporation, based on the current provisions of the Income Tax Act (Canada) (the " Tax Act ") and the regulations thereunder in effect on the date hereof, and any specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof, provided that the Common Shares are listed on a "designated stock exchange" (as defined in the Tax Act, which currently includes the Exchange) on the date of the closing of its IPO (the " Closing ") and subject to the provisions of any particular plan, the Common Shares offered hereby will, on the date of Closing, be a "qualified investment" under the Tax Act for a trust governed by a registered retirement savings plan (" RRSP "), a registered retirement income fund (" RRIF "), a deferred profit sharing plan (" DPSP "), a registered education savings plan (" RESP "), a registered disability savings plan (" RDSP ") or a tax-free savings account (" TFSA ").

Notwithstanding that the Common Shares may be a qualified investment for a trust governed by a RRSP, RRIF, RESP, RDSP or TFSA (each a " Registered Plan "), the annuitant under the RRSP or RRIF, the subscriber of the RESP, or the holder of the TFSA or RDSP (as applicable) (each a " Controlling Individual ") may be subject to a penalty tax if the Common Shares are a "prohibited investment" in respect of such Registered Plan. The Common Shares will not be a prohibited investment in respect of a Registered Plan provided that the Controlling Individual: (i) deals at arm's length with the Corporation for the purposes of the Tax Act, and (ii) does not have a "significant interest" in the Corporation (within the meaning of the Tax Act). In addition, a Common Share will generally not be a prohibited investment for a Registered Plan if the Common Share is an "excluded property" (as defined in the Tax Act) for such Registered Plan. Controlling Individuals should consult their own advisors regarding whether Common Shares would be a prohibited investment in their particular circumstances.

Receipt of Subscriptions

Subscriptions will be received subject to rejection or allotment in whole or in part by the Corporation and the right is reserved to close the subscription books at any time without notice. It is expected that share certificates evidencing the Common Shares in definitive form will be available for delivery on the Closing unless the Agent elects for delivery in electronic book entry form through CDS Clearing and Depository Services Inc. (" CDS ") or its nominee. If delivered in book entry form, purchasers of Common Shares will receive only a customer confirmation from the registered dealer that is a CDS participant and from or through which the Common Shares were purchased.

LEEDE JONES GABLE INC.

Suite 1800, 1140 West Pender Street Vancouver, BC V6E 4G1 Tel: (604) 658-3099

GLOSSARY .................................................................................................................................................................. 1

PROSPECTUS SUMMARY ......................................................................................................................................... 6 CORPORATE STRUCTURE ....................................................................................................................................... 8 BUSINESS OF THE CORPORATION ........................................................................................................................ 8 Preliminary Expenses .................................................................................................................................................... 8 Proposed Operations until Completion of a Qualifying Transaction ............................................................................. 8 Method of Financing Participation or Acquisitions ....................................................................................................... 8 Criteria for Qualifying Transaction ............................................................................................................................... 8 REGULATORY AND SHAREHOLDER APPROVAL .............................................................................................. 9 Filings and Shareholder Approval of a Non-Arm's Length Qualifying Transaction ..................................................... 9 Initial listing Requirements............................................................................................................................................ 9 Trading Halts, Suspension and Delisting ....................................................................................................................... 9 Refusal of Qualifying Transaction ............................................................................................................................... 10 USE OF PROCEEDS .................................................................................................................................................. 10 Proceeds and Principal Purposes ................................................................................................................................. 10 Permitted Use of Proceeds ........................................................................................................................................... 11 Finder's Fees ................................................................................................................................................................ 12 Prohibited Payments to Non-Arm's Length Parties ..................................................................................................... 13 Private Placements for Cash ........................................................................................................................................ 13 PLAN OF DISTRIBUTION ........................................................................................................................................ 14 Agent and Agent's Compensation ................................................................................................................................ 14 Offering and Distribution ............................................................................................................................................ 14 Other Securities to be Distributed ................................................................................................................................ 14 Determination of Price ................................................................................................................................................. 14 Listing Application ...................................................................................................................................................... 14 Venture Issuers ............................................................................................................................................................ 15 Restrictions on Trading ............................................................................................................................................... 15 DESCRIPTION OF SECURITIES DISTRIBUTED ................................................................................................... 15 Common Shares ........................................................................................................................................................... 15 Preferred shares ........................................................................................................................................................... 15 CAPITALIZATION .................................................................................................................................................... 15 INCENTIVE STOCK OPTIONS ................................................................................................................................ 16 PRIOR SALES ............................................................................................................................................................ 16 ESCROWED SECURITIES ........................................................................................................................................ 16 Securities Escrowed Prior to the Completion of Qualifying Transaction .................................................................... 16 Escrowed Securities on Qualifying Transaction .......................................................................................................... 18 PRINCIPAL SHAREHOLDERS ................................................................................................................................ 18 DIRECTORS, OFFICERS AND PROMOTERS ........................................................................................................ 18 Management of the Corporation .................................................................................................................................. 19 Cease Trade Orders ..................................................................................................................................................... 21 Penalties or Sanctions .................................................................................................................................................. 22 Bankruptcies ................................................................................................................................................................ 22 Indebtedness of Directors and Officers ....................................................................................................................... 22 Conflicts of Interest ..................................................................................................................................................... 22 Audit Committee ......................................................................................................................................................... 22

EXECUTIVE COMPENSATION ............................................................................................................................... 24 DILUTION .................................................................................................................................................................. 25 RISK FACTORS ......................................................................................................................................................... 25 ELIGIBILITY FOR INVESTMENT........................................................................................................................... 26 LEGAL PROCEEDINGS ............................................................................................................................................ 27 RELATIONSHIP BETWEEN THE CORPORATION AND THE AGENT .............................................................. 27 RELATIONSHIP BETWEEN THE CORPORATION AND PROFESSIONAL PERSONS ..................................... 27 AUDITOR, TRANSFER AGENT AND REGISTRAR .............................................................................................. 27 INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ........................................ 27 MATERIAL CONTRACTS ........................................................................................................................................ 27 OTHER MATERIAL FACTS ..................................................................................................................................... 28 PURCHASERS' STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION ............................................... 28 SCHEDULE "A" ....................................................................................................................................................... A-1 SCHEDULE "B" ....................................................................................................................................................... B-1 CERTIFICATE OF CORPORATION ...................................................................................................................... C-1 CERTIFICATE OF THE PROMOTER .................................................................................................................... C-2 CERTIFICATE OF AGENT ..................................................................................................................................... C-3

GLOSSARY

In this prospectus, the following terms have the meanings set forth below unless otherwise indicated.

" Affiliate " means a Company that is affiliated with another Company as described below:

A Company is an "Affiliate" of another Company if:

(a) one of them is the subsidiary of the other; or
(b) each of them is controlled by the same Person.

A Company is "controlled" by a Person if:

(a) Voting Shares of the Company are held, other than by way of security only, by or for the benefit of that Person; and
(b) the Voting Shares, if voted, entitle the Person to elect a majority of the directors of the Company.

A Person beneficially owns securities that are beneficially owned by:

(a) a Company controlled by that Person; or
(b) an Affiliate of that Person or an Affiliate of any Company controlled by that Person.

" Agreement in Principle " means any enforceable agreement or any other agreement or similar commitment which identifies the fundamental terms upon which the parties agree or intend to agree which:

(a) identifies assets or a business to be acquired which would reasonably appear to constitute Significant Assets and the acquisition of which would reasonably appear to constitute a Qualifying Transaction;
(b) identifies the parties to the Qualifying Transaction;
(c) identifies the consideration to be paid for the Significant Assets or otherwise identifies the means by which the consideration will be determined; and
(d) identifies the conditions to any further formal agreements to complete the transaction, and

in respect of which there are no material conditions to closing (other than receipt of shareholder approval and Exchange acceptance), the satisfaction of which is dependent upon third parties and beyond the reasonable control of the Non-Arm's Length Parties to the CPC or the Non-Arm's Length Parties to the Qualifying Transaction.

" Associate " when used to indicate a relationship with a Person, means:

(a) an issuer of which the Person beneficially owns or controls, directly or indirectly, voting securities entitling him to more than 10% of the voting rights attached to all outstanding voting securities of the issuer;
(b)
any partner of the Person;
(c) any trust or estate in which the Person has a substantial beneficial interest or in respect of which a Person serves as trustee or in a similar capacity;
(d) in the case of a Person who is an individual
(i) that Person's spouse or child, or
(ii) any relative of the Person or of his spouse who has the same residence as that Person;

but

(e) where the Exchange determines that two Persons shall, or shall not, be deemed to be Associates with respect to a Member firm, Member corporation or holding company of a Member corporation, then such determination shall be determinative of their relationships in the application of Rule D.1.00 of the TSX Venture Exchange Rule Book and Policies of the TSX Venture Exchange Rule Book with respect to that Member firm, Member corporation or holding company.

" Closing Date " means the closing date of the Offering.

" Commissions " means, collectively, the securities commissions of the provinces of British Columbia, Alberta and Ontario.

" Company " unless specifically indicated otherwise, means a corporation, incorporated association or organization, body corporate, partnership, trust, association or other entity other than an individual.

" Completion of the Qualifying Transaction " means the date of the Final QT Exchange Bulletin issued by the Exchange.

" Concurrent Financing " has the meaning ascribed to that phrase in section 9.5 of the CPC Policy.

" Conditional Acceptance Documents " has the meaning ascribed to that phrase in section 11.5 of the CPC Policy.

" Control Person " means any Person that holds or is one of a combination of Persons that holds a sufficient number of any of the securities of an issuer so as to affect materially the control of that issuer, or that holds more than 20% of the outstanding Voting Shares of an issuer except where there is evidence showing that the holder of those securities does not materially affect the control of the issuer.

" CPC " or " Capital Pool Company " means a corporation or trust:

(a) that has filed and obtained a receipt for a preliminary CPC prospectus from one or more of the securities regulatory authorities in compliance with the CPC Policy; and
(b) in regard to which the Final QT Exchange Bulletin has not yet been issued.

" CPC Filing Statement " means the Filing Statement of the CPC prepared in accordance with Form 3B2 – Information Required in a Filing Statement for a Qualifying Transaction , which provides full, true and plain disclosure of all material facts relating to the CPC and the Significant Assets.

" CPC Information Circular " means the Information Circular of the CPC prepared in accordance with applicable Securities Laws and Form 3B1 – Information Required in an Information Circular for a Qualifying Transaction , which provides full, true and plain disclosure of all material facts relating to the CPC and the Significant Assets.

" CPC Policy " means Policy 2.4 – Capital Pool Companies of the Exchange's Corporate Finance Manual.

" CSE " means the Canadian Securities Exchange.

" Disclosure Document " means the CPC Filing Statement or the CPC Information Circular, as the case may be, or the prospectus if required by section 11.1(f) of the CPC Policy.

" Escrow Agent " or " Odyssey Trust Company " means Odyssey Trust Company.

" Escrow Agreement " means the Exchange Form 2F CPC escrow agreement dated [  ], 2022 among the Corporation, the Escrow Agent and the initial shareholders of the Corporation.

" Exchange " means the TSX Venture Exchange Inc.

" Final QT Exchange Bulletin " means the bulletin issued by the Exchange following the closing of the Qualifying Transaction and the submission of all required documentation and that evidences the final Exchange acceptance of the Qualifying Transaction.

" Geological Report " has the meaning ascribed to it in Policy 1.1 of the Exchange's Corporate Finance Manual.

" Incentive Stock Options " mean options to be granted at the closing of the Offering to directors and officers of the Corporation to purchase 604,000 Common Shares in the event the Offering is completed, each at a price of $0.10 per Common Share and expiring 10 years from the date of grant.

" Initial Public Offering " or " IPO " means a transaction that involves an issuer issuing securities from its treasury pursuant to its first prospectus.

" Insider " if used in relation to an issuer, means:

(a) a director or senior officer of the issuer;
(b) a director or senior officer of the Company that is an Insider or subsidiary of the issuer;
(c) a Person that beneficially owns or controls, directly or indirectly, Voting Shares carrying more than 10% of the voting rights attached to all outstanding Voting Shares of the issuer; or
(d) the issuer itself if it holds any of its own securities.
" Listed Share " means a share or other security that is listed on the Exchange.

" Majority of the Minority Approval " means the approval by the majority of the votes cast at a meeting of shareholders of the CPC, or by the written consent of shareholders holding more than 50% of the common shares of the CPC, provided that the votes attached to the common shares of the CPC held by the following Persons and their Associates and Affiliates are excluded from the calculation of any such approval or written consent:

(a) Non-Arm's Length Parties to the CPC;
(b) Non-Arm's Length Parties to the Qualifying Transaction; and
(c) in the case of a Related Party Transaction:
(i) if the CPC holds its own shares, the CPC, and
(ii) a Person acting jointly or in concert with a Person referred to in paragraph (a) or (b) in respect of the transaction.

" Member " means a person who has executed the Members' Agreement, as amended from time to time, and is accepted as and becomes a member of the Exchange under the Exchange requirements.

" Member Agreement " means the members' agreement among the Exchange and each Person who, from time to time, is accepted as and becomes a member of the Exchange under the Exchange requirements.

" NEX " means the market on which former Exchange and TSX issuers that do not meet the minimum listing standards that must be maintained by Exchange issuers, may continue to trade.

" Non-Arm's Length Party " means:

(a) in relation to a Company:
(i) a promoter, officer, director, other Insider or Control Person of that Company (including an issuer) and any Associates or Affiliates of any of such Persons; or
(ii) another entity, or an Affiliate of that entity, if that entity or its Affiliate have the same promoter, officer, director, Insider or Control Person as the Company; and
(b) in relation to an individual, any Associate of the individual or any Company of which the individual is a promoter, officer, director, Insider or Control Person.

" Non-Arm's Length Parties to the Qualifying Transaction " means the Vendor, any Target Company and includes, in relation to Significant Assets or Target Company, the Non-Arm's Length Parties of the Vendor, the Non-Arm's Length Parties of any Target Company and all other parties to or associated with the Qualifying Transaction and Associates or Affiliates of all such other parties.

" Non-Arm's Length Qualifying Transaction " means a proposed Qualifying Transaction where the same party or parties or their respective Associates or Affiliates are Control Persons in both the CPC and in relation to the Significant Assets which are the subject of the proposed Qualifying Transaction.

" Person " means a Company or an individual.

" Principal " means:

(a) a Person who acted as a promoter of the issuer within two years or their respective Associates or Affiliates, before the IPO prospectus or Exchange Bulletin confirming final acceptance of a transaction (the " Final Exchange Bulletin ");
(b) a director or senior officer of the issuer or any of its material operating subsidiaries at the time of the IPO prospectus or Final Exchange Bulletin;
(c) a 20% holder – a Person that holds securities carrying more than 20% of the voting rights attached to the issuer's outstanding securities immediately before and immediately after the issuer's IPO or immediately after the Final Exchange Bulletin for non-IPO transactions;
(d) a 10% holder – a Person that
(i) holds securities carrying more than 10% of the voting rights attached to the issuer's outstanding securities immediately before and immediately after the issuer's IPO or immediately after the Final Exchange Bulletin for non-IPO transactions; and
(ii) has elected or appointed, or has the right to elect or appoint, one or more directors or senior officers of the issuer or any of its material operating subsidiaries.

In calculating these percentages, include securities that may be issued to the holder under outstanding convertible securities in both the holder's securities and the total securities outstanding.

A Company, trust, partnership or other entity more than 50% held by one or more Principals will be treated as a Principal. (In calculating this percentage, include securities of the entity that may be issued to the Principals under outstanding convertible securities in both the Principals' securities of the entity and the total securities of the entity outstanding.) Any securities of the issuer that this entity holds will be subject to escrow requirements.

A Principal's spouse and their relatives that live at the same address as the Principal will also be treated as Principals and any securities of the issuer, they hold will be subject to escrow requirements.

" Professional Person " means a Person whose profession gives authority to a statement made by the Person in this prospectus, in the person's professional capacity and includes a barrister and solicitor, a public accountant, an appraiser, an auditor, an engineer and a geologist.

" Qualifying Transaction " means a transaction where the CPC acquires Significant Assets, other than cash, by way of purchase, amalgamation, merger or arrangement with another Company or by other means.

" Qualifying Transaction Agreement " means any agreement or other similar commitment respecting the Qualifying Transaction which identifies the fundamental terms upon which the parties agree or intend to agree, including:

(a) the Significant Assets and/or Target Company;
(b) the parties to the Qualifying Transaction;

(c) the value of the Significant Assets and/or Target Company and the consideration to be paid or otherwise identifies the means by which the consideration will be determined; and
(d) the conditions to any further formal agreements or completion of the Qualifying Transaction.

" Resulting Issuer " means the issuer that was formerly a CPC that exists upon issuance of the Final QT Exchange Bulletin.

" SEDAR " means the filing system referred to in National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR) or its successor legislation (or its successor system).

" Significant Assets " means one or more assets or businesses which, when purchased, optioned or otherwise acquired by the CPC, together with any other concurrent transactions, would result in the CPC meeting the initial listing requirements of the Exchange.

" " Sponsor has the meaning specified in Exchange Policy 2.2 – Sponsorship and Sponsorship Requirements .

" Target Company " means a Company to be acquired by the CPC as its Significant Asset pursuant to a Qualifying Transaction.

" Vendors " means one or all of the beneficial owners of the Significant Assets and/or Target Company.

" Voting Shares " means a security of an issuer that:

(a) is not a debt security, and
(b) carries a voting right either under all circumstances or under some circumstances that have occurred and are continuing.

" Warrant " means Listed Share purchase warrants, being a right, which can be exercised to acquire Listed Shares upon payment of cash consideration.

PROSPECTUS SUMMARY

The following is a summary of the principal features of this distribution and should be read together with the more detailed information and financial data and statements contained elsewhere in this prospectus.

Corporation: A2ZCryptocap Inc. Business of the The principal business of the Corporation will be the identification and evaluation Corporation: of assets or businesses with a view to completing a Qualifying Transaction. The Corporation has not commenced commercial operations and has no assets other than a minimum amount of cash. See " Business of the Corporation ". Offering: A total of 4,000,000 Common Shares are being offered under this prospectus at a price of $0.10 per Common Share in the provinces of British Columbia, Alberta and Ontario. In addition, pursuant to the Agency Agreement, the Corporation will grant the Agent's Option to the Agent, or any sub agents, to purchase an aggregate of 400,000 Common Shares at a price of $0.10 per Common Share, exercisable for a period of 2 years from the Closing Date, which Agent's Option is qualified under this prospectus. The Incentive Stock Options to be granted to the directors and officers of the Corporation to purchase, in aggregate, 604,000 Common Shares at a price of $0.10 per Common Share, exercisable for a period of 10 years from the date of grant, are also qualified under this prospectus. See " Use of Proceeds ", " Plan of Distribution " and " Incentive Stock Options ". Use of Proceeds: The net proceeds to the Corporation following the Offering and prior sales (after payment of the Agent's Commission and all other costs and expenses related to the Offering of $128,750) are estimated to be $373,250. The net proceeds of the Offering will be used to provide the Corporation with a minimum of funds with which to identify and evaluate assets or businesses for acquisition with a view to completing a Qualifying Transaction. The Corporation may not have sufficient funds to secure such businesses or assets once identified and evaluated and additional funds may be required. See " Use of Proceeds " for details of the restrictions and prohibitions on the Corporation's use of funds. Also see " Business of the Corporation ", " Criteria for Qualifying Transaction " and " Risk Factors ". Directors and Officers: Christopher Gulka - President, Chief Executive Officer, Chief Financial Officer, Secretary and Director V.E. Dale Burstall - Director David Turk – Director Christopher Gulka can be considered to be a Promoter of the Corporation. See " Directors, Officers and Promoters ". Escrowed Securities: All of the currently issued and outstanding securities of the Corporation, being 2,040,000 Common Shares, and all of the Incentive Stock Options, being 604,000 Incentive Stock Options, will be deposited in escrow pursuant to the terms of the Escrow Agreement and will be released from escrow in stages over a period of 18 months from the date of the Final QT Exchange Bulletin. See " Escrowed Securities ".

Risk Factors: Investment in the Common Shares must be regarded as highly speculative due to the proposed nature of the Corporation's business and its present stage of development.

The Corporation was only recently incorporated and has no active business or assets other than a minimum amount of cash. It does not have a history of earnings, nor has it paid any dividends and will not generate earnings or pay dividends until at least after the Completion of the Qualifying Transaction. The Offering is only suitable to investors who are prepared to rely entirely on the

directors and management of the Corporation and can afford to risk the loss of their entire investment. The directors and officers of the Corporation will only devote part of their time and attention to the affairs of the Corporation and there may be potential conflicts of interest to which some of the directors and officers of the Corporation will be subject in connection with the operations of the Corporation. Assuming completion of the Offering, investors acquiring Common Shares offered under this prospectus will suffer an immediate dilution of approximately 16.89% or $0.01689 per Common Share, before the deduction of selling commissions and related expenses incurred by the Corporation. There can be no assurance that an active and liquid market for the Common Shares will develop and investors may find it difficult to resell the Common Shares. Until Completion of the Qualifying Transaction, the Corporation will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction. The Corporation has only limited funds with which to identify and evaluate possible Qualifying Transactions and there can be no assurance that the Corporation will be able to identify or complete a suitable Qualifying Transaction.

The Qualifying Transaction may involve the acquisition of a business or assets located outside of Canada. It may, therefore, be difficult or impossible to effect service or notice to commence legal proceedings upon any directors, officers or experts outside of Canada and it may not be possible to enforce against such persons or companies judgments obtained in Canadian courts predicated upon the civil liability provisions applicable to securities laws in Canada. The global pandemic caused by COVID-19 may result in additional expenses and delays to the Corporation, the impact of which is uncertain on the Corporation at this time. The Qualifying Transaction may be financed in all or part by the issuance of additional securities by the Corporation and this may result in further dilution to the investor, which dilution may be significant, and which may also result in a change of control of the Corporation. Subject to prior Exchange acceptance, the Corporation may be permitted to loan or advance up to the greater of $250,000 and 20% of its working capital to a target business without shareholder approval and there can be no assurance that the Corporation will be able to recover the loan. See " Corporate Structure ", " Business of the Corporation ", " Directors, Officers and Promoters ", " Use of Proceeds ", " Dilution ", " Capitalization ", " Risk Factors " and " Conflicts of Interest ".

CORPORATE STRUCTURE

The Corporation was incorporated on October 15, 2021 by Certificate and Articles of Incorporation issued pursuant to the provisions of the Business Corporations Act (Alberta) under the name A2ZCryptocap Inc. On November 10, 2021, the Articles of Incorporation were amended and restated to remove the private company restrictions set forth therein.

The head office and registered office of the Corporation is located at Suite 800, 333 – 7[th] Avenue S.W., Calgary, Alberta, T2P 1Z1.

BUSINESS OF THE CORPORATION

Preliminary Expenses

Other than payment of $18,000 to the Agent (corporate finance fee and retainer deposit), the listing fee to the Exchange of approximately $5,000 and filing fees of approximately $10,000 to the Commissions (in each case, exclusive of G.S.T.) payable upon filing of this prospectus, and legal fees in connection with the seed financing and this Offering, the Corporation has not incurred any additional expenses since the date of incorporation. However, certain of the proceeds of the Offering will be used to satisfy the obligations of the Corporation related to the Offering, including the expenses of its auditor, legal counsel and the Agent's legal counsel. See " Use of Proceeds ".

Proposed Operations until Completion of a Qualifying Transaction

The Corporation proposes to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction. Any proposed Qualifying Transaction must be accepted by the Exchange and in the case of a NonArm's Length Qualifying Transaction will also be subject to Majority of the Minority Approval in accordance with the CPC Policy. The Corporation has not conducted commercial operations. The Corporation is not currently targeting any specific industry sector with respect to a Qualifying Transaction.

Until Completion of the Qualifying Transaction, the Corporation will not carry on any business other than the identification and evaluation of businesses or assets with a view to completing a Qualifying Transaction. With the consent of the Exchange, this may include the raising of additional funds in order to finance an acquisition. Except as described under " Use of Proceeds ", the funds raised pursuant to the Offering and any subsequent financing will be used only for the identification and evaluation of potential Qualifying Transactions and not for any deposit, loan or direct investment in a potential acquisition.

The Corporation has not yet entered into an Agreement in Principle.

Method of Financing Participation or Acquisitions

The Corporation may use either cash, secured or unsecured debt, issuance of treasury shares, public financing of debt or equity, or a combination of these, for the purpose of financing its proposed Qualifying Transaction. A Qualifying Transaction financed by the issue of treasury shares could result in a change in the control of the Corporation and may cause the shareholders' interest in the Corporation to be further diluted.

Criteria for Qualifying Transaction

The board of directors of the Corporation must approve any proposed Qualifying Transaction. In exercising their powers and discharging their duties in relation to a proposed Qualifying Transaction, the directors will act honestly and in good faith with a view to the best interests of the Corporation and will exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

The Corporation will consider acquisitions of assets or businesses operated or located both inside and outside of Canada as permitted by the CPC Policy.

The acquisition of, or participation in, companies, assets or businesses may arise in numerous ways. The Corporation has not established pre-determined criteria for such acquisitions or participations other than sound business fundamentals. Such fundamentals include but are not limited to: (a) the ratio of risk to reward; (b) the cost effectiveness of the participation or acquisition; (c) the length of the payout period; and (d) the rate of return.

REGULATORY AND SHAREHOLDER APPROVAL

Filings and Shareholder Approval of a Non-Arm's Length Qualifying Transaction

Upon the Corporation reaching a Qualifying Transaction Agreement, the Corporation must issue a comprehensive news release, at which time the Exchange generally will halt trading of the Common Shares until the filing requirements of the Exchange have been satisfied as set forth under "Trading Halts, Suspension and Delisting". Within 75 days after issuance of such news release, the Corporation shall be required to submit for review to the Exchange a Disclosure Document that complies with Exchange requirements containing prospectus level disclosure of the Significant Assets and the Corporation, assuming Completion of the Qualifying Transaction. If the Qualifying Transaction is a Non-Arm's Length Qualifying Transaction, the Corporation must obtain Majority of the Minority Approval of the Qualifying Transaction. If the Qualifying Transaction is not a Non-Arm's Length Qualifying Transaction, the Corporation is not required to obtain shareholder approval of the Qualifying Transaction provided that it files a CPC Filing Statement or a prospectus.

Once the Conditional Acceptance Documents have been accepted for filing by the Exchange, the Corporation will be cleared to file the final Disclosure Document on SEDAR and:

(a) where shareholder approval of the Qualifying Transaction is not required, the Corporation will file the final CPC Filing Statement or Prospectus on SEDAR at least seven business days prior to:
(i) the resumption of trading in the securities of the Resulting Issuer following the Completion of the Qualifying Transaction, if the securities of the Corporation are halted from trading; or
(ii) the Completion of the Qualifying Transaction, if the securities of the Corporation are not halted from trading;
(b) where shareholder approval is required and is to be obtained at a meeting of shareholders, the Corporation will file on SEDAR and mail to its shareholders the notice of meeting, CPC Information Circular and form of proxy, together with any other required documents; and
(c) where shareholder approval is required and is to be obtained by written consent, the Corporation will file on SEDAR the final Disclosure Document.

If required by the Exchange, the Corporation will retain a Sponsor, who must be a Member, and who will be required to submit to the Exchange a Sponsor Report prepared in accordance with the policies of the Exchange. The Corporation will no longer be considered to be a CPC upon the Exchange having issued the Final QT Exchange Bulletin. The Exchange will generally not issue the Final QT Exchange Bulletin until the Exchange has received:

(a) confirmation of shareholder approval of the Qualifying Transaction, if required;
(b) confirmation of closing of the Qualifying Transaction; and
(c) all post-meeting or final documentation, as applicable, otherwise required to be filed with the Exchange pursuant to the CPC Policy.

Upon issuance of the Final QT Exchange Bulletin, the CPC Policy will generally cease to apply, with the exception of the escrow provisions of the CPC Policy.

Initial listing Requirements

Upon completion of the Qualifying Transaction, the Resulting Issuer must satisfy the Exchange's initial listing requirements for the particular industry sector in either Tier 1 or Tier 2 as prescribed under the applicable policies of the Exchange.

Trading Halts, Suspension and Delisting

The Exchange will generally halt trading of the Common Shares from the date of the public announcement of a Qualifying Transaction Agreement until all initial filing requirements of the Exchange have been satisfied, which

includes the submission of a Sponsorship Acknowledgment Form, where the Qualifying Transaction is subject to sponsorship. In addition, Personal Information Forms or, if applicable, Declarations, for all individuals who may be directors, senior officers, promoters, or Insiders of the Resulting Issuer must be filed with the Exchange and any preliminary background searches that the Exchange considers necessary or advisable must also be completed before the trading halt will be lifted by the Exchange.

Even if all initial filing requirements have been satisfied and preliminary background checks completed, the Exchange may continue or reinstate a halt in trading of the Common Shares for public policy reasons including:

(a) the unacceptable nature of the business of the Resulting Issuer, or
(b) the number of conditions precedent to, or the nature and number of deficiencies required to be resolved prior to, the Completion of the Qualifying Transaction, are so significant or numerous as to make it appear to the Exchange that the halt should be reinstated or continued.

A trading halt may also be imposed by the Exchange where the Corporation fails to file the supporting documents relating to the Qualifying Transaction within a period of 75 days after public announcement of the Qualifying Transaction Agreement or if the Corporation fails to file post-meeting or final documents, as applicable, within the time required. A trading halt may also be imposed if a Sponsor terminates its sponsorship.

In the event that the Common Shares of the Corporation are delisted by the Exchange, within 90 days from the date of such delisting, the Corporation shall wind-up and shall make a pro rata distribution of its remaining assets to its shareholders, unless shareholders, pursuant to a majority vote exclusive of the votes of Non-Arm's Length Parties to the Corporation, determine to deal with the remaining assets in some other manner. See " Shareholder Approval of a Non-Arm's Length Qualifying Transaction " and " Refusal of Qualifying Transaction ".

Refusal of Qualifying Transaction

The Exchange, in its sole discretion, may not accept a Qualifying Transaction where:

(a) the Resulting Issuer fails to satisfy the applicable initial listing requirements of the Exchange;
(b) the Resulting Issuer will be a mutual fund, as defined in the securities legislation; or
(c) notwithstanding the definition of a Qualifying Transaction, there is any other reason for denying acceptance of the Qualifying Transaction.

USE OF PROCEEDS

Proceeds and Principal Purposes

The gross proceeds to be received by the Corporation from the sale of all the Common Shares offered by this prospectus (not including Common Shares issued upon exercise of the Agent's Option or Incentive Stock Options) will be $400,000. The gross proceeds received by the Corporation from the sale of Common Shares prior to the date of this prospectus was $102,000. Minimal expenses were accrued for issuance of the Common Shares prior to the date of this prospectus. From these aggregate gross proceeds of $400,000, the expenses and costs of the Offering will be deducted, including legal, accounting, printing, regulatory fees and the Agent's Commission, estimated in the aggregate to be $128,750.

The following table indicates the principal uses to which the Corporation proposes to use the total funds available to it upon the completion of the Offering:

Cash proceeds raised prior to the Offering[(1) ] $102,000

Expenses and costs incurred by the Corporation relating to prior Nil issuances of Common Shares, which costs will be paid out of the proceeds of the Offering.

Cash proceeds to be raised pursuant to the Offering[(2) ] $400,000

Expenses and costs relating to the Offering (including listing fees, ($128,750) Agent's Commission, legal fees and audit fees and expenses)[(3)]

Estimated funds available (on completion of Offering) $373,250 Funds available for identifying and evaluating assets or business $313,250 prospects[(4)] Estimated general and administrative expenses until Completion of a $60,000 Qualifying Transaction Total net proceeds $373,250

Notes:

(1) See " Prior Sales ".
(2) In the event the Agent exercises the Agent's Option in full, there will be available to the Corporation an additional $40,000, which will be added to the working capital of the Corporation. In the event that all 604,000 Incentive Stock Options are exercised, there will be available to the Corporation an additional $60,400, which will be added to the working capital of the Corporation. There is no assurance that all, or part of, the Agent's Option or Incentive Stock Options will be exercised.
(3) The expenses and costs of the Offering are estimated in the aggregate to be $128,750, which includes the Agent's Commission of $40,000, corporate finance fee of $10,000 plus G.S.T., legal fees of the Agent which are estimated at $10,000 plus disbursements and G.S.T., legal and auditor's fees of the Corporation estimated at $40,000 plus disbursements and G.S.T., Exchange listing fee of $15,000 plus G.S.T. and filing fees of approximately $10,000.
(4) In the event that the Corporation enters into a Qualifying Transaction Agreement prior to spending the entire $313,250 on identifying and evaluating assets or businesses, the remaining funds may be used to finance or partly finance the acquisition of, or participation in, the Significant Assets or for working capital after Completion of the Qualifying Transaction.

Until required for the Corporation's purposes, the proceeds will only be invested in securities of, or those guaranteed by, the Government of Canada or any Province or territory of Canada or the Government of the United States of America, in certificates of deposit or interest-bearing accounts of Canadian chartered banks, trust companies or credit unions.

The proceeds from the Offering and the prior sale of Common Shares, after deducting the expenses associated with the Offering, will only be sufficient to identify and evaluate a finite number of assets and businesses, and additional funds may be required to finance any acquisition to which the Corporation may commit.

Permitted Use of Proceeds

Until the Completion of the Qualifying Transaction and except as otherwise specifically provided by the CPC Policy and described in " Private Placements for Cash ", " Finder's Fees " and " Prohibited Payments to Non-Arm's Length Parties ", the gross proceeds realized from the sale of all securities issued by the Corporation will be used by the Corporation only to identify and evaluate businesses or assets and obtain shareholder approval, if applicable, for a proposed Qualifying Transaction, including expenses such as:

(a) reasonable expenses relating to the Corporation's IPO, including:
(i) fees for legal services and audit services relating to the preparation and filing of this prospectus;
(ii) Agent's fees, costs and commissions; and
(iii) printing costs, including printing of this prospectus and share certificates;
(b) reasonable general and administrative expenses of the Corporation (not exceeding in aggregate $3,000 per month), including:
(i) office supplies, office rent and related utilities;
(ii) equipment leases;

(iii) fees for legal services; and
(iv) fees for accounting and advisory services;
(c) reasonable expenses relating to a proposed Qualifying Transaction, including:
(i) valuations or appraisals;
(ii) business plans;
(iii) feasibility studies and technical assessments;
(iv) sponsorship reports;
(v) Geological Reports;
(vi) financial statements;
(vii) fees for legal services; and
(viii) fees for accounting, assurance and audit services;
(d) agents' and finders' fees, costs and commissions;
(e) assurance and audit fees of the Corporation;
(f) escrow agent and transfer agent fees of the Corporation; and
(g) regulatory filing fees of the Corporation.

In addition, a maximum aggregate amount of $25,000 may be advanced as a non-refundable deposit or unsecured loan to a Target Company or Vendor(s), as the case may be, without the prior acceptance of the Exchange. Any proposed deposit, advance or loan of funds from the Corporation to the Target Company or a Vendor(s) in excess of such $25,000 maximum aggregate may only be made as a secured loan with the prior acceptance of the Exchange where all of the following conditions are satisfied:

(a) the Qualifying Transaction is not a Non-Arm's Length Qualifying Transaction;
(b) the Qualifying Transaction has been announced in a comprehensive news release;
(c) due diligence with respect to the Qualifying Transaction is well underway;
(d) if applicable, a Sponsor has been engaged or the sponsorship requirement has been waived;
(e) the loan has been announced in a new release at least 15 days prior to the date of any such loan; and
(f) the total amount of all deposits, advances and loans from the Corporation does not exceed a maximum of $250,000 in aggregate unless the aggregate amount advanced from the Corporation to the Target Company or the Vendor(s) does not represent more than 20% of the working capital of the Corporation.

Finder's Fees

Upon Completion of the Qualifying Transaction, the Corporation and Target Company may pay finder's fees in aggregate pursuant to Exchange Policy 5.1 – Loans, Loan Bonuses, Finder's Fees and Commissions :

(a) to a Person that is not a Non-Arm's Length Party to the Corporation; and

(b) to a Non-Arm's Length Party to the Corporation, provided that:
(i) the Qualifying Transaction is not a Non-Arm's Length Qualifying Transaction;
(ii) the Qualifying Transaction is not a transaction between the Corporation and an existing public company;
(iii) the finder's fee is payable in the form of cash, Listed Shares and/or Warrants only;
(iv) the amount of any Concurrent Financing is not included in the value of the measurable benefit used to calculate the finder's fee; and
(v) approval of the finder's fee is obtained by ordinary resolution at a meeting of shareholders of the Corporation or by the written consent of shareholders of the Corporation holding more than 50% of the issued Listed Shares of the Corporation, provided that the votes attached to the Listed Shares of the Corporation held by the recipient of the finder's fee and its Associates and Affiliates are excluded from the calculation of any such approval or written consent.

Prohibited Payments to Non-Arm's Length Parties

Except as described under " Incentive Stock Options " and " Permitted Use of Proceeds ", the Corporation has not made, and until the Completion of the Qualifying Transaction will not make, any payment of any kind, directly or indirectly, to a Non-Arm's Length Party to the Corporation or a Non-Arm's Length Party to the Qualifying Transaction, or to a person engaged in investor relations activities, promotional or market-making services in respect of the Corporation or the securities of the Corporation or any Resulting Issuer, by any means, including:

(a) remuneration, which includes but is not limited to salaries, consulting fees, management contract fees or directors' fees, finders' fees (except as permitted under the CPC Policy), loans, advances and bonuses, and
(b) deposits and similar payments.

Further, no such payment will be made by the Corporation or any other Person after the Completion of the Qualifying Transaction if such payment relates to services rendered or obligations incurred prior to or in connection with the Qualifying Transaction.

Notwithstanding the above, the Corporation may pay or reimburse a Non Arm's Length Party to the Corporation for reasonable general and administrative expenses of the Corporation (including office supplies, office rent and related utilities, equipment leases, fees for legal services and fees for accounting and advisory services) not exceeding in aggregate $3,000 per month, and for fees for legal services relating to a proposed Qualifying Transaction, and the Corporation may also reimburse a Non-Arm's Length Party to the Corporation for reasonable out-of-pocket expenses incurred in pursuing the business of the Corporation described in " Permitted Use of Proceeds ".

The foregoing restrictions on the use of proceeds and prohibitions on payments to Non-Arm's Length Parties and persons engaged in investor relations activities continue to apply until the Completion of the Qualifying Transaction.

Private Placements for Cash

After the closing of the Offering and until the Completion of the Qualifying Transaction, the Corporation will not issue any securities unless written acceptance of the Exchange is obtained before issuance. Prior to the Completion of the Qualifying Transaction, the Exchange generally will not accept a private placement by the Corporation where the gross proceeds raised from the issuance of securities both prior to and pursuant to the Offering, together with any proceeds anticipated to be raised upon closing of the private placement, will exceed $10,000,000. Generally, the only securities issuable pursuant to such a private placement will be Common Shares and Agent's Options. Subject to certain limited exceptions, any Common Shares issued pursuant to a private placement to Non-Arm's Length Parties to the Corporation and to Principals of the Resulting Issuer will be subject to escrow.

PLAN OF DISTRIBUTION

Agent and Agent's Compensation

Pursuant to the Agency Agreement, the Corporation will appoint Leede Jones Gable Inc. as its agent to offer for sale to the public in British Columbia, Alberta and Ontario, on a commercially reasonable efforts basis, a total of 4,000,000 Common Shares at a price of $0.10 per Common Share for total gross proceeds to the Corporation of $400,000, subject to the terms and conditions in the Agency Agreement. The Agent will receive a commission equal to 10% of the gross proceeds of the Offering, being an amount equal to $40,000. In addition, the Corporation will pay to the Agent a corporate finance fee of $10,000 plus G.S.T. and the Agent's reasonable expenses incurred pursuant to the Offering, including legal fees, estimated to be $10,000 plus disbursements and G.S.T.

The Corporation has also agreed to grant to the Agent, or any sub-agents, the Agent's Option to purchase an aggregate of 400,000 Common Shares at a price of $0.10 per Common Share, which may be exercised for a period of 2 years from the Closing Date. The Agent's Option is qualified under this prospectus. Not more than 50% of the Common Shares received on the exercise of the Agent's Option may be sold by the Agent prior to the Completion of the Qualifying Transaction. The remaining 50% may be sold after the Completion of the Qualifying Transaction. The Agent has agreed to use commercially reasonable efforts to secure subscriptions for the Common Shares offered hereunder on behalf of the Corporation and may make co-brokerage arrangements with other investment dealers at no additional cost to the Corporation. The obligations of the Agent under the Agency Agreement may be terminated at its discretion on the basis of its assessment of the state of financial markets and may also be terminated on the occurrence of certain events as stated in the Agency Agreement.

Offering and Distribution

The Offering is subject to a subscription of 4,000,000 Common Shares for total gross proceeds to the Corporation of $400,000. Under the CPC Policy, 75% or 3,000,000 of the total number of Common Shares offered under this prospectus are subject to the following limits:

(a) the maximum number of Common Shares that may be directly or indirectly purchased by any one purchaser pursuant to the Offering is 2% of the total number of Common Shares offered under this prospectus, being 80,000 Common Shares; and
(b) the maximum number of Common Shares that may be directly or indirectly purchased by any one purchaser, together with any Associates and Affiliates of that purchaser, is 4% of the total number of Common Shares offered under this prospectus, being 160,000 Common Shares.

The funds received from the Offering will be deposited with the Agent and will not be released until $400,000 has been deposited. The total subscription must be raised within 90 days of the date that a receipt for the prospectus is issued, or such other time as may be agreed to by the Agent and consented to by persons or companies who subscribed within that period , failing which the Agent will remit the funds collected to the original subscribers without interest or deduction, unless subscribers have otherwise instructed the Agent.

Other Securities to be Distributed

The Corporation also proposes to grant the Incentive Stock Options to purchase, in aggregate, 604,000 Common Shares to directors and officers of the Corporation in accordance with the policies of the Exchange, which Incentive Stock Options are qualified for distribution under this prospectus. See " Incentive Stock Options ".

Determination of Price

The price of the Common Shares offered pursuant to the Offering was determined by negotiation between the Corporation and the Agent and in accordance with the CPC Policy.

Listing Application

The Corporation has applied to list its Common Shares on the Exchange. Listing is subject to the Corporation fulfilling all of the requirements of the Exchange.

Venture Issuers

As at the date of the prospectus, the Corporation does not have any of its securities listed or quoted, has not applied to list or quote any of its securities, and does not intend to apply to list or quote any of its securities, on the Toronto Stock Exchange, Aequitas NEO Exchange Inc., a U.S. marketplace, or a marketplace outside of Canada and the United States of America (other than the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc).

Restrictions on Trading

Other than the initial distribution of the Common Shares pursuant to this prospectus and the grant of the Agent's Option and Incentive Stock Options, no securities of the Corporation will be permitted to be issued during the period between the date a receipt for this prospectus is issued by the applicable securities regulatory authority and the time the Common Shares are listed for trading on the Exchange, except subject to prior acceptance of the Exchange, where appropriate registration and prospectus exemptions are available under securities legislation or where the applicable securities regulatory authorities grant a discretionary order.

DESCRIPTION OF SECURITIES DISTRIBUTED

The Corporation is authorized to issue an unlimited number of Common Shares and an unlimited number of preferred shares (" Preferred shares "), issuable in series, of which, as of the date hereof, 2,040,000 Common Shares and no Preferred shares are issued and outstanding as fully-paid and non-assessable.

Common Shares

The holders of Common Shares are entitled to receive notice of and attend all meetings of the shareholders of the Corporation and are entitled to one vote in respect of each Common Share held at such meetings. In the event of liquidation, dissolution or winding-up of the Corporation, the holders of Common Shares are entitled to share ratably the remaining property or assets of the Corporation.

In addition, 400,000 Common Shares are reserved for issuance upon the exercise of the Agent's Option and 604,000 Common Shares are reserved for issuance upon the exercise of the Incentive Stock Options. See " Plan of Distribution " and " Incentive Stock Options ".

Preferred shares

The Preferred shares may be issued from time to time in one or more series, each series consisting of the number of shares and having the designation, rights, privileges, restrictions and conditions which the board of directors of the Corporation determines in accordance with the articles of the Corporation prior to the issue thereof.

CAPITALIZATION

The following table sets forth the information respecting the capitalization of the Corporation as at December 31, 2021 and the date hereof before and after giving effect to the Offering.

Capital Common Shares Preferred Shares	Authorized Unlimited Unlimited	Amount outstanding as of December 31, 2022 (date of balance sheet)(1)(2)(3) $102,000 (2,040,000 Common Shares) Nil	Amount outstanding as of date of preliminary prospectus(1)(2) $102,000 (2,040,000 Common Shares) Nil	Amount to be outstanding following the completion of the Offering(1)(2)(4)
				$502,000 (6,040,000 Common Shares) Nil

Notes:

(1) The Corporation has reserved 400,000 Common Shares for issuance upon the exercise of the Agent's Option. See " Plan of Distribution ".

(2) The Corporation has reserved 604,000 Common Shares for issuance upon exercise of the Incentive Stock Options. See " Incentive Stock Options ".

(3) As of the date hereof the Corporation had not yet commenced commercial operations.

(4) Before deducting the costs and expenses of the Offering and in connection with the previous issuance of Common Shares which in the aggregate are estimated to be $128,750. See " Use of Proceeds ".

INCENTIVE STOCK OPTIONS

The Corporation has adopted a stock option plan (the " Option Plan ") pursuant to Exchange policies which provides that the board of directors of the Corporation may from time to time, in its discretion, and in accordance with Exchange requirements, grant to directors, senior officers and technical consultants, non-transferable and nonassignable options to purchase Common Shares, exercisable for a period of up to ten years from the date of grant, provided that the number of Common Shares reserved for issuance does not exceed ten percent (10%) of the then issued and outstanding Common Shares as at the date of grant. The number of Common Shares reserved for issuance to any individual director or officer will not exceed five percent (5%) of the issued and outstanding Common Shares as at the date of grant and the number of Common Shares reserved for issuance to all technical consultants will not exceed two percent (2%) of the issued and outstanding Common Shares as at the date of grant.

The term of an Incentive Stock Option will expire not later than 12 months after the optionee ceases to be a director, officer or technical consultant of the Corporation, or of the Resulting Issuer, as the case may be, subject to any earlier expiry date of such stock option.

All Incentive Stock Options and Common Shares issued prior to the date of the Final QT Exchange Bulletin pursuant to the exercise of Incentive Stock Options are subject to escrow under the Escrow Agreement. In addition, all Common Shares issued on or after the date of the Final QT Exchange Bulletin pursuant to the exercise of Incentive Stock Options granted prior to the Offering with an exercise price that is less than the issue price of this Offering are also subject to escrow under the Escrow Agreement. For further details of the escrow requirements and release provisions, see " Escrow Securities ".

Subject to regulatory approval and pursuant to the Option Plan, Incentive Stock Options to purchase 604,000 Common Shares are to be granted on closing of the Offering to directors and officers and such options are qualified for distribution pursuant to this prospectus. The table below outlines the options to be granted to directors and officers of the Corporation as well as the Common Shares to be issued upon exercise of the Incentive Stock Options:

Name and Position Christopher Gulka V.E. Dale Burstall David Turk Total	Number of Common Shares Under Option 302,000 151,000 151,000 604,000	Exercise Price $0.10 $0.10 $0.10	Expiry Date
			Ten (10) years from date of grant Ten (10) years from date of grant Ten (10) years from date of grant

The Incentive Stock Options to purchase, in aggregate, 604,000 Common Shares issued to directors and officers of the Corporation are qualified for distribution under this prospectus.

PRIOR SALES

Since the date of incorporation of the Corporation, 2,040,000 Common Shares have been issued and are outstanding as follows:

Date October 15, 2021 October 28, 2021 Note:	Number of Shares 1(1) 2,039,999(1)	Issue Price per Share $0.05 $0.05	Aggregate Issue Price $0.05 $101,999.95	Consideration Received
				Cash Cash

(1) All of the 2,040,000 Common Shares issued at a price of $0.05 will be held in escrow. See " Escrowed Securities ".

ESCROWED SECURITIES

Securities Escrowed Prior to the Completion of Qualifying Transaction

All of the 2,040,000 Common Shares issued prior to the Offering at a price below $0.10 per Common Share and all Common Shares that may be acquired from treasury by Non-Arm's Length Parties of the Corporation either under

the Offering or otherwise prior to the date of the Final QT Exchange Bulletin will be deposited with the Escrow Agent under the Escrow Agreement.

All Incentive Stock Options and all Common Shares issued prior to the date of the Final QT Exchange Bulletin pursuant to the exercise of Incentive Stock Options are subject to escrow under the Escrow Agreement. In addition, all Common Shares issued on or after the date of the Final QT Exchange Bulletin pursuant to the exercise of Incentive Stock Options granted prior to the Offering with an exercise price that is less than the issue price of this Offering are also subject to escrow under the Escrow Agreement.

The following table sets out, as at the date hereof, the number of securities of the Corporation, which are currently held in escrow.

Name and	Number of	Number of	Percentage of	Percentage of	Number of
Municipality of	Common Shares	Common Shares	Common Shares	Common Shares	Incentive Stock
Residence of	Held in Escrow	Held(1)	Prior to	Following	Options Held in
Shareholder			Completion of the	Completion of the	Escrow
			Offering	Offering(1)
Christopher Gulka	680,000	680,000	33.33%	11.26%	302,000
Coleman, AB
V.E. Dale Burstall	0	0	0%	0%	151,000
Calgary, AB
Lost In Space, Inc.	680,000(2)	680,000(2)	33.33%	11.26%	0
Calgary, AB
David Turk	680,000	680,000	33.33%	11.26%	151,000
Toronto, ON
TOTAL	2,040,000	2,040,000	100%	33.78%	604,000

Notes:

(1) Assuming no Common Shares are purchased by these persons under the Offering.

(2) Lost In Space, Inc. is a private company wholly-owned and controlled by Mr. Burstall.

Where the securities of the Corporation which are required to be held in escrow are held by a non-individual (a " holding company "), each holding company pursuant to the Escrow Agreement, has agreed, or will agree, not to carry out any transactions during the currency of the Escrow Agreement which would result in a change of control of the holding company, without the consent of the Exchange. Any holding company must sign an undertaking to the Exchange that, to the extent reasonably possible, it will not permit or authorize securities to be issued or transferred if it could reasonably result in a change of control of the holding company. In addition, the Exchange may require an undertaking from any control person of the holding company not to transfer the shares of that company.

Under the Escrow Agreement:

(b) all Incentive Stock Options granted prior to the date of the Final Exchange Bulletin and all Common Shares that were issued pursuant to the exercise of such Incentive Stock Options prior to the date of the Final Exchange Bulletin will be released from escrow on the date of the Final Exchange Bulletin, other than Incentive Stock Options that were granted prior to the Corporation's IPO with an exercise price that is less than the issue price of the Common Shares under this prospectus and any Common Shares that were issued pursuant to the exercise of such Incentive Stock Options which will be released from escrow in accordance with (b);
(c) except for the Incentive Stock Options and Common Shares issued pursuant to the exercise of such Incentive Stock Options that are released from escrow on the date of the Final Exchange Bulletin as provided for in (a), all of the securities held in escrow will be released from escrow in accordance with the following schedule:

Release Dates Date of Final QT Exchange Bulletin Date 6 months following Final QT Exchange Bulletin Date 12 months following Final QT Exchange Bulletin Date 18 months following Final QT Exchange Bulletin TOTAL	Percentage to be Released
	25% 25% 25% 25% 100%

The Exchange's prior consent must be obtained before a transfer within escrow of escrowed Common Shares. Generally, the Exchange will only permit a transfer within escrow to be made to existing Principals of the Corporation and/or to incoming Principals in connection with a proposed Qualifying Transaction.

If a Final Exchange Bulletin is not issued, the escrowed Common Shares will not be released. Under the Escrow Agreement, upon the issuance by the Exchange of a bulletin delisting the Common Shares of the Corporation, the Escrow Agent is irrevocably authorized to: (a) immediately cancel all of the escrowed Common Shares held by each Non-Arm's Length Party to the Corporation that were issued at a price below the Offering price under this prospectus and all Incentive Stock Options and Option Shares held by such persons; and (b) cancel all of the escrowed securities on a date that is 10 years from the date of such Exchange bulletin.

Escrowed Securities on Qualifying Transaction

Generally, in connection with the Qualifying Transaction, subject to certain exemptions, all securities of the Resulting Issuer held by Principals of the Resulting Issuer will be required to be escrowed in accordance with the policies of the Exchange.

PRINCIPAL SHAREHOLDERS

The following table lists those persons who own 10% or more of the issued and outstanding Common Shares of the Corporation as at the date hereof:

Name and Municipality of Residence Christopher Gulka Coleman, AB Lost In Space, Inc.(3) Calgary, AB David Turk Thornhill, ON	Type of Ownership Direct Direct Direct	Number of Common Shares 680,000 680,000 680,000	Percentage Owned Prior to Completion of Offering 33.33% 33.33% 33.33%	Percentage to be Owned Following Completion of Offering(1)
				11.26%(2) 11.26%(4) 11.26%(5)

Notes:

(1) Following the completion of the Offering, the issued and outstanding share capital of the Corporation will be 6,040,000 Common Shares. Pursuant to the Agent's Option, 400,000 Common Shares are reserved for issuance. In addition, 604,000 Common Shares are reserved for issuance upon the exercise of the Incentive Stock Options. Following the completion of the Offering, the fully-diluted share capital of the Corporation will be 7,044,000 Common Shares.
(2) The holdings of Christopher Gulka, on a fully-diluted basis, will be 982,000 Common Shares (or approximately 13.94%), assuming that Mr. Gulka purchases no Common Shares under the Offering.
(3) Lost In Space, Inc. is a private company wholly-owned and controlled by V.E. Dale Burstall.
(4) The holdings of V.E. Dale Burstall, including those Common Shares held by Lost In Space, Inc., on a fully-diluted basis, will be 831,000 Common Shares (or approximately 11.80%), assuming that Mr. Burstall purchases no Common Shares under the Offering.
(5) The holdings of David Turk, on a fully-diluted basis, will be 831,000 Common Shares (or approximately 11.80%), assuming that Mr. Turk purchases no Common Shares under the Offering.

DIRECTORS, OFFICERS AND PROMOTERS

The following table sets out, for each of the Corporation's directors and officers, the person's name, municipality of residence, positions with the Corporation, principal occupation and, if a director, the month and year in which the person became a director.

						Percentage of	Percentage of
						Common	Common
Name and		Position(s) with				Shares held	Shares held
Municipality	of	the			Common	prior to	following the
Residence		Corporation	Principal Occupation		Shares Held	Offering	Offering(1)
Christopher		President, Chief	Mr. Gulka is the President of	Working	680,000	33.33%	11.26%
Gulka(2)(3)		Executive	Capital Corporation, a	company
Coleman, AB		Officer, Chief	specializing in corporate	finance,
		Financial	valuations, due diligence, mergers and
		Officer,	acquisitions, investor relations, and
		Secretary,	management consulting,	since
		Director and	September 1999. From August 2017
		Promoter	until July 2021, Mr. Gulka	was the
			Chief Financial Officer and a director
			of Inner Spirit Holdings	Ltd., a
			recreational cannabis retailer.
V.E. Dale		Director	Partner of the law firm DS	Burstall	680,000(6)	33.33%	11.26%
Burstall(3)(4)(5)			LLP since 1994.
Calgary, AB
David		Director	Founder, President and	Chief	680,000	33.33%	11.26%
Turk(2)(3)(5)			Executive Officer of Gallery	Specialty
Thornhill, ON			Hardware Ltd. since 1989.
Note:
(1)	Assuming no Common Shares are purchased by these persons under				the Offering.
(2)	Became a director on		October 28, 2021.
(3)	Member of the Audit		Committee of the Corporation.
(4)	Became a director on		October 15, 2021, the date of incorporation.
(5)	Independent Director.
(6)	These Common Shares are held by Lost In Space,			Inc., a private company wholly-owned and controlled by Mr.
	Burstall.

Prior to the completion of the Offering, the directors and officers of the Corporation directly or indirectly collectively hold 2,040,000 Common Shares or approximately 100% of the issued and outstanding Common Shares of the Corporation. Following the completion of the Offering, the directors and officers of the Corporation will collectively hold 2,040,000 Common Shares or approximately 33.77% of the issued and outstanding Common Shares of the Corporation (approximately 37.54% on a fully diluted basis including the exercise of the Incentive Stock Options and the Agent's Options), assuming the directors and officers purchase no Common Shares under the Offering. In addition, following completion of the Offering, the directors and officers will collectively hold 604,000 Incentive Stock Options.

In addition to any other requirements of the Exchange, the Exchange expects management of the Corporation to meet a high management standard. The directors and officers of the Corporation believe that, on a collective basis, management possesses the appropriate experience, qualifications and history to be capable of identifying, investigating and acquiring a Significant Asset.

All of the directors currently have employment outside the Corporation. Each of the directors of the Corporation has agreed to devote as much of his time to the business and affairs of the Corporation as necessary to complete the Corporation's Qualifying Transaction. See " Management of the Corporation " below.

Management of the Corporation

Set forth below is a description of the background of the directors and officers of the Corporation, including a description of each individual's principal occupation(s) within the past five years. For further information, see " Reporting Issuer Experience of the Directors and Officers of the Corporation ".

Christopher Gulka, President, Chief Executive Officer, Chief Financial Officer, Secretary, Director and Promoter (Age 53)

Mr. Gulka is a Chartered Professional Accountant and a Chartered Financial Analyst with over 27 years of business experience. He is the President of Working Capital Corporation, a company specializing in corporate finance,

valuations, due diligence, mergers and acquisitions, investor relations, and management consulting. Mr. Gulka has served as an officer and director of several issuers, both listed and private, including as the Chief Financial Officer and a director of Inner Spirit Holdings Ltd., a recreational cannabis retailer that was listed on the Canadian Securities Exchange until its acquisition in July 2021 by Sundial (NASDAQ: SNDL).

Mr. Gulka will devote the time necessary to perform the work required in connection with serving as President, Chief Executive Officer, Chief Financial Officer, Secretary and a director of the Corporation. Mr. Gulka is not an employee nor an independent contractor of the Corporation and has not entered into any non-competition or nondisclosure agreement with the Corporation.

V.E. Dale Burstall, Director (Age 61)

Mr. Burstall practices in the area of commercial law with an emphasis on securities law. Mr. Burstall's practice includes all aspects of securities law from both the perspective of an issuer or an underwriter, including initial public offerings, secondary financing, mergers and acquisitions, all dealings with regulators including stock exchanges and securities commissions, and corporate governance. He also practices in business and corporate commercial law, including shareholder agreements, and managing shareholder disputes. Mr. Burstall is a director or secretary of several issuers, both listed and private. Mr. Burstall is also a director or trustee of charitable organizations. In addition, Mr. Burstall sits on an advisory committee of the Exchange.

Mr. Burstall will devote the time necessary to perform the work required in connection with the direction of the Corporation and completion of a Qualifying Transaction. Mr. Burstall is not an employee nor an independent contractor of the Corporation and has not entered into any non-competition or non-disclosure agreement with the Corporation.

David Turk, Director (Age 63)

David Turk founded Gallery Specialty Hardware Ltd. in 1989 and has been the company's President and Chief Executive Officer since its inception. Gallery Specialty Hardware is a manufacturer of specialty door hardware and accessories. For more than 30 years, Mr. Turk has acquired a breadth of knowledge and experience in the fields of manufacturing, production, sales, international relations, marketing, and finance. Mr. Turk has acquired and established other companies including Lawrence Hardware Inc. and Alfred International Inc. Lawrence Hardware is a United States based hardware conglomerate while Alfred International specializes in smart home technology including smart home locks.

Mr. Turk will devote the time necessary to perform the work required in connection with the direction of the Corporation and completion of a Qualifying Transaction. Mr. Turk is not an employee nor an independent contractor of the Corporation and has not entered into any non-competition or non-disclosure agreement with the Corporation.

Reporting Issuer Experience of the Directors and Officers of Corporation

The following table sets out the directors and officers of the Corporation that are, or have been within the last five years, directors and officers of other issuers that are or were reporting issuers in any Canadian jurisdiction:

Name Christopher Gulka	Name of Reporting Issuer Chackmore Unit Trust Akeley Unit Trust Parent Capital Corporation Inner Spirit Holdings Ltd. EXMceuticals Inc.	Name of Exchange or Market(1) N/A N/A NEX CSE CSE	Position Director, Chief Financial Officer Chief Financial Officer Director, Chief Financial Officer Director, Chief Financial Officer Director, Chief Financial Officer	From April 2021 April 2021 November 2014 July 2018 June 2018	To
					Present Present September 2021 July 2021 June 2019

Name V.E. Dale Burstall	Name of Reporting Issuer Aldershot Resources Ltd. (a predecessor to Nova Cannabis Inc.) UrbanGold Minerals Inc. High Mountain Capital Corporation Standard Exploration Ltd. Newton Energy Corporation (predecessor to Field Trip Health Ltd.) Marksmen Energy Inc. Composite Alliance Group Inc. Stuve Gold Corp. High Mountain 2 Capital Corporation	Name of Exchange or Market(1) TSXV TSXV TSXV (CPC) TSXV TSXV-NEX TSXV TSXV TSXV TSXV	Position Director Director Director and Secretary Director Director and Secretary Director and Secretary Director Director Director and Corporate Secretary	From June 2017 February 2019 May 2018 July 2013 February 2013 October 2011 March 2015 January 2018 June 2020	To
					June 2018 May 2021 September 2019 December 2018 October 2020 Present Present Present Present

Cease Trade Orders

Other than as disclosed below, no director, officer, insider or promoter of the issuer or a shareholder holding a sufficient number of securities of the Corporation to affect materially the control of the Corporation is, as at the date of this prospectus, or was within 10 years before the date of this prospectus, a director, officer, insider or promoter of any other issuer that, while that person was acting in that capacity:

(a) was subject to a cease trade or similar order or an order that denied the other issuer access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days, that was issued while the director, officer, insider, promoter or shareholder was acting in the capacity as director, officer, insider or promoter; or
(b) was subject to a cease trade or similar order or an order that denied the other issuer access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days, that was issued after the director, officer, Insider, promoter or shareholder ceased to be a director, officer, Insider or promoter and which resulted from an event that occurred while that person was acting in the capacity as director, officer, Insider or promoter.

Mr. Burstall is a current director of Composite Alliance Group Inc., and has been a director of its predecessor CanAsia Financial Inc. (" CanAsia ") since March 25, 2015. On or about May 5, 2016, the Alberta Securities Commission and other jurisdictions cease traded CanAsia for failing to file annual audited financial statements, annual management's discussion and analysis and certification of annual filings for the year ended December 31, 2015 and subsequent periods. On or about September 27, 2017, the Alberta Securities Commission and other jurisdictions revoked CanAsia's cease trade order.

On or about April 2, 2014, the Alberta Securities Commission cease traded QSolar Limited (" QSolar ") based on the fact that the entire board of directors and all of the executive officers resigned and QSolar discontinued operations. Pursuant to a court order dated on or about April 17, 2015, Mr. Burstall, along with three other individuals, was appointed a director of QSolar in order to try to preserve the assets of QSolar. Mr. Burstall resigned as a director of QSolar effective June 18, 2015.

Penalties or Sanctions

No director, officer, insider or promoter of the Corporation, or a shareholder holding sufficient number of securities of the Corporation to affect materially the control of the Corporation, has been subject to:

(a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
(b) any other penalties or sanctions imposed by a court or regulatory body or self-regulatory authority that would likely be considered important to a reasonable investor in making an investment decision.

Bankruptcies

No director, officer, insider or promoter of the Corporation, or a shareholder holding sufficient securities of the Corporation to affect materially the control of the Corporation, or a personal holding company of any such persons:

(a) is, as at the date of the prospectus, or has been within the 10 years before the date of the prospectus, a director, officer, insider or promoter of any company (including the Corporation) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
(b) has, within the 10 years before the date of the prospectus, as applicable, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold their assets.

Indebtedness of Directors and Officers

None of the directors or officers of the Corporation or any of their respective Associates or Affiliates has been indebted to the Corporation since the date of the Corporation's incorporation.

Conflicts of Interest

V. E. Dale Burstall, a director of the Corporation, is a partner with DS Burstall LLP, which provides legal services to the Corporation on a fee for services basis.

There may be potential conflicts of interest to which the directors, officers and Insiders of the Corporation may be subject in connection with the operations of the Corporation. The directors, officers and insiders may be engaged in corporations or businesses which may be in competition with the search by the Corporation for businesses or assets in order to close a Qualifying Transaction. Accordingly, situations may arise where a director, officer or Insider will be in direct competition with the Corporation. Conflicts, if any, will be subject to the procedures and remedies as provided under the Business Corporations Act (Alberta).

Audit Committee

The following information of the Corporation is disclosed in accordance with National Instrument 52-110 Audit Committees (" NI 52-110 " or the " Instrument "):

Item 1: Audit Committee Charter

The complete text of the charter of the Corporation's audit committee (the " Audit Committee ") is attached to this prospectus as Schedule "B".

Item 2: Composition of the Audit Committee

NI 52-110 provides that a member of an audit committee is "independent" if the member has no direct or indirect material relationship with the Corporation, which could, in the view of the Corporation's board, reasonably interfere with the exercise of the member's independent judgment.

NI 52-110 provides that an individual is "financially literate" if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation's financial statements. The following sets out the members of the audit committee and their education and experience that is relevant to the performance of his responsibilities as an audit committee member.

The current members of the Audit Committee are Christopher Gulka, V.E. Dale Burstall and David Turk, all of whom are financially literate in accordance with NI 52-110, with Messrs. Burstall and Turk acting as independent directors. See " Directors, Officers, and Promoters ".

Item 3: Relevant Education and Experience of Audit Committee Members

All current members of the Audit Committee have received relevant education in financial literacy and have been involved in enterprises which publicly report financial results, each of which requires a working understanding of, and ability to analyze and assess, financial information (including financial statements).

Further, each member has the requisite education and experience that has provided the member with:

(a) an understanding of the accounting principles used by the Corporation to prepare the Corporation's financial statements;
(b) the ability to assess the general application of the above-noted principles in connection with estimates, accruals and reserves;
(c) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Corporation's financial statements, or experience actively supervising individuals engaged in such activities; and
(d) an understanding of internal controls and procedures for financial reporting.

See " Directors, Officers, and Promoters ".

Item 4: Audit Committee Oversight

At no time since incorporation was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the board.

Item 5: Reliance on Certain Exemptions

Since incorporation, the Corporation has not relied on:

(a) the exemption in section 2.4 ( De Minimus Non-audit Services ) of NI 52-110 (which exempts all non-audit services provided by the Company's auditor from the requirement to be pre-approved by

the Audit Committee if such services are less than 5% of the auditor's annual fees charged to the Company, are not recognized as non-audit services at the time of the engagement of the auditor to perform them and are subsequently approved by the Audit Committee prior to the completion of that year's audit);

(b) the exemption in subsection 6.1.1(4) ( Circumstance Affecting the Business or Operations of the Venture Issuer ) of NI 52-110 (an exemption from the requirement that a majority of the members of the Audit Committee must not be executive officers, employees or control persons of the Corporation or of an affiliate of the Corporation if a circumstance arises that affects the business or operations of the Corporation and a reasonable person would conclude that the circumstance can be best addressed by a member of the Audit Committee becoming an executive officer or employee of the Corporation);
(c) the exemption in subsection 6.1.1(5) ( Events Outside Control of Member ) of 52-110 (an exemption from the requirement that a majority of the members of the Audit Committee must not be executive officers, employees or control persons of the Corporation or of an affiliate of the Corporation if an Audit Committee member becomes a control person of the Corporation or of an affiliate of the Corporation for reasons outside the member's reasonable control);
(d) the exemption in subsection 6.1.1(6) ( Death, Incapacity or Resignation ) of 52-110 (an exemption from the requirement that a majority of the members of the Audit Committee must not be executive officers, employees or control persons of the Company or of an affiliate of the Corporation if a vacancy on the Audit Committee arises as a result of the death, incapacity or resignation of an Audit Committee member and the board was required to fill the vacancy); and
(e) an exemption from the requirements of NI 52-110, in whole or in part, granted by a securities regulator under Part 8 ( Exemptions ) of NI 52-110.

The Corporation is a "venture issuer" for the purposes of NI 52-110. Accordingly, the Corporation is relying upon the exemption in section 6.1 of NI 52-110 providing that the Corporation is exempt from the application of Part 3 ( Composition of the Audit Committee ) and Part 5 ( Reporting Obligations ) of NI 52-110.

Item 6: Pre-Approval Policies and Procedures

The Audit Committee's charter provides that that Audit Committee must approve all non-audit services to be provided by the Corporation's external auditor to the Corporation or a subsidiary of the Corporation.

Item 7: External Auditor Service Fees (By Category)

The following table provides details in respect of audit, audit related, tax and other fees billed by the external auditor of the Corporation for professional services rendered to the Company since incorporation:

Since incorporation on October 15, 2021 to the date of this prospectus	Audit Fees(1) $10,000	Audit-Related Fees(2) Nil	Tax Fees(3) Nil	All Other Fees(4)
				Nil

Notes:

(1) The aggregate fees billed for audit services since incorporation.

(2) The aggregate fees billed since incorporation of the Corporation for assurance and related services by the Corporation's external auditor that are reasonably related to the performance of the audit or review of the Corporation's financial statements and are not disclosed in the "Audit Fees" column.
(3) The aggregate fees billed for tax compliance, tax advice, and tax planning services.
(4) The aggregate fees billed for professional services other than those listed in the other three columns.

EXECUTIVE COMPENSATION

Except as set out below or otherwise disclosed in this prospectus, prior to Completion of the Qualifying Transaction, no payment of any kind has been made, or will be made, directly or indirectly, by the Corporation to a Non-Arm's Length Party to the Corporation or a Non-Arm's Length Party to the Qualifying Transaction, or to any person engaged in investor relations activities in respect of the securities of the Corporation or any Resulting Issuer by any means, other than:

(a) grants of stock option as described in " Incentive Stock Options ";
(b) payment for and reimbursement of certain expenses as described in " Use of Proceeds – Permitted Use of Funds " and " Use of Proceeds – Prohibited Payments to Non-Arm's Length Parties "; and
(c) finder's fees as described in " Use of Proceeds – Finder's Fees ".

Further, no payment will be made by the Corporation, or by any party on behalf of the Corporation, after Completion of the Qualifying Transaction if the payment relates to services rendered or obligations incurred or in connection with the Qualifying Transaction. Following Completion of the Qualifying Transaction, the Corporation may pay compensation to its directors and officers.

PROMOTERS

Christopher Gulka may be considered to be a promoter of the Corporation in that he took the initiative in founding and organizing the Corporation. Mr. Gulka owns 680,000 Common Shares (33.33%) as of the date hereof, and will be granted 302,000 Incentive Stock Options at Closing. Mr. Gulka is also the President, Chief Executive Officer, Chief Financial Officer, Secretary and a director of the Corporation.

See " Directors, Officers and Promoters ", " Prior Sales ", " Principal Shareholders ", and " Incentive Stock Options ".

DILUTION

Purchasers of Common Shares under this prospectus will suffer an immediate dilution of at least 16.89% or $0.01689 per Common Share on the basis of there being 6,040,000 Common Shares of the Corporation issued and outstanding following completion of this Offering (not including Common Shares issuable upon exercise of the Agent's Option or Incentive Stock Options). Dilution has been computed on the basis of total gross proceeds to be raised by this prospectus and from sales of securities prior to filing of this prospectus, without deduction of commissions or related expenses incurred by the Corporation.

RISK FACTORS

The Corporation has not commenced commercial operations and has no assets other than a minimum amount of cash. It has no history of earnings and will not generate earnings or pay dividends until at least after the Completion of the Qualifying Transaction. The Corporation has not identified a potential asset or business for acquisition or participation and has not entered into an Agreement in Principle as defined in the CPC Policy. Until Completion of the Qualifying Transaction, the Corporation is not permitted to carry on any business other than the identification and evaluation of potential Qualifying Transactions. There can be no assurance that an active and liquid market for the Common Shares will develop and an investor may find it difficult to resell its Common Shares. See " Business of the Corporation ".

The Corporation may incur additional expenses and delays due to the impact of the global pandemic caused by COVID-19 on the capital markets and general market conditions. Such expenses and delays may result in a material adverse impact in connection with the Corporation's ability to complete its Offering, and its ability to obtain additional necessary capital in the future. In particular, while the precise impact of the COVID-19 outbreak on the Corporation remains unknown, rapid spread of COVID-19 and its declaration as a global pandemic may have a negative impact on the Corporation's business in general.

Assuming completion of the Offering, investors acquiring Common Shares under this prospectus will suffer an immediate dilution of approximately 16.89% or $0.01689 per Common Share, before the deduction of selling commissions and related expenses incurred by the Corporation . See " Dilution ".

The Corporation has only limited funds with which to identify and evaluate potential Qualifying Transactions and there can be no assurance that the Corporation will be able to identify a suitable Qualifying Transaction. Further, even if a proposed Qualifying Transaction is identified, there can be no assurance that the Corporation will be able to complete the transaction. The Qualifying Transaction may be financed in whole, or in part, by the issuance of additional securities by the Corporation and this may result in further dilution to investors, which dilution may be significant, and which may also result in a change of control of the Corporation. Subject to prior Exchange approval, the Corporation may be permitted to loan or advance up to an aggregate of $25,000 of its proceeds to a target business without requiring shareholder approval and there can be no assurance that the Corporation will be able to recover that loan. See " Business of the Corporation " and " Use of Proceeds ".

Completion of the Qualifying Transaction is subject to a number of conditions, including acceptance by the Exchange and in the case of a Non-Arm's Length Qualifying Transaction, Majority of Minority Approval. Unless the shareholder has the right to dissent and be paid fair value in accordance with applicable corporate or other applicable law, a shareholder who votes against a proposed Non-Arm's Length Qualifying Transaction for which Majority of the Minority Approval by shareholders has been given, will have no rights of dissent and no other entitlement to payment by the Corporation of fair value for the Common Shares.

Upon public announcement of a proposed Qualifying Transaction, trading in Common Shares of the Corporation will remain halted for an indefinite period of time, typically until a Sponsor has been retained and certain preliminary reviews have been conducted. The Common Shares of the Corporation will be reinstated to trading before the Exchange has reviewed the transaction and before the Sponsor has completed its full review. Reinstatement to trading provides no assurance with respect to the merits of the transaction or the likelihood of the Corporation completing the proposed Qualifying Transaction. Trading of the Common Shares of the Corporation may be halted at other times for other reasons, including for failure by the Corporation to submit documents to the Exchange in the time periods required. Neither the Exchange, nor any securities regulatory authority, passes upon the merits of the proposed Qualifying Transaction. See " Business of the Corporation ".

As a result of these factors, this Offering is suitable only to investors who are willing to rely solely on the management of the Corporation and who can afford to lose their entire investment. Those investors who are not prepared to do so should not invest in the Common Shares.

ELIGIBILITY FOR INVESTMENT

In the opinion of DS Burstall LLP, counsel to the Corporation, based on the current provisions of the Tax Act and the regulations thereunder in effect on the date hereof, and any specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof, provided that the Common Shares are listed on a "designated stock exchange" (as defined in the Tax Act, which currently includes the Exchange) on the date of Closing of its IPO and subject to the provisions of any particular plan, the Common Shares offered hereby will, on the date of Closing, be a "qualified investment" under the Tax Act for a trust governed by a RRSP, a RRIF, a DPSP, a RESP, a RDSP or a TFSA.

Notwithstanding that the Common Shares may be a qualified investment for a trust governed by a RRSP, RRIF, RESP, RDSP or TFSA (each a " Registered Plan "), the annuitant under the RRSP or RRIF, the subscriber of the RESP, or the holder of the TFSA or RDSP (as applicable) (each a " Controlling Individual ") may be subject to a penalty tax if the Common Shares are a "prohibited investment" in respect of such Registered. The Common Shares will not be a prohibited investment in respect of a Registered Plan provided that the Controlling Individual: (i) deals at arm's length with the Corporation for the purposes of the Tax Act, and (ii) does not have a "significant interest" in the Corporation (within the meaning of the Tax Act). In addition, a Common Share will generally not be a prohibited investment for a Registered Plan if the Common Share is an "excluded property" (as defined in the Tax

Act) for such Registered Plan. Controlling Individuals should consult their own advisors regarding whether Common Shares would be a prohibited investment in their particular circumstances.

LEGAL PROCEEDINGS

The Corporation is not party to any legal proceedings, nor to the best of its knowledge are there any legal proceedings threatened or pending.

RELATIONSHIP BETWEEN THE CORPORATION AND THE AGENT

The Corporation is not a "related issuer" or "connected issuer" of the Agent for the purposes of National Instrument 33-105 - Underwriting Conflicts. The Agent was not involved in the decision by the Corporation to distribute Common Shares pursuant to the Offering, nor was the Offering requested or suggested to the Corporation by the Agent. The Agent, through its corporate finance department was involved in the determination of the terms of the Offering in its capacity as agent for the sale of the Common Shares on a "commercially reasonable efforts" basis. The Agent does not, prior to completion of the Offering, own directly or indirectly, any securities of the Corporation and the only proceeds of the Offering to be received by it is the remuneration to be paid to it in connection with the sale of the Common Shares, which includes the Agent's commission, the corporate finance fee payable to it and the Agent's Option. See " Plan of Distribution ".

RELATIONSHIP BETWEEN THE CORPORATION AND PROFESSIONAL PERSONS

Certain legal matters relating to this Offering will be passed upon by DS Burstall LLP, on behalf of the Corporation, and by Harper Grey LLP, on behalf of the Agent.

Other than V. E. Dale Burstall, who indirectly owns 680,000 Common Shares and is anticipated to be granted 151,000 Incentive Stock Options, the partners and associates of DS Burstall LLP do not own any Common Shares, but may subscribe for Common Shares pursuant to the Offering.

The partners and associates of Harper Grey LLP collectively do not own any of the Common Shares as at the date hereof. Additionally, the partners and associates of Harper Grey LLP may subscribe for Common Shares pursuant to the Offering.

In addition, no "professional person" is or is expected to be elected, appointed or employed as a director, senior officer or employee of the Corporation or of an Associate or Affiliate of the Corporation, or a promoter of the Corporation or of an Associate or Affiliate of the Corporation.

AUDITOR, TRANSFER AGENT AND REGISTRAR

The auditor of the Corporation is Crowe MacKay LLP.

Odyssey Trust Company, 350 – 300 5th Avenue S.W., Calgary, AB, is the transfer agent and registrar for the Common Shares.

INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Certain directors and officers of the Corporation have acquired Common Shares of the Corporation in the seed capital phase of the Corporation. In addition, each of the directors and officers of the Corporation will be granted options to purchase Common Shares pursuant to the Corporation's option plan. See " Incentive Stock Options ", " Escrowed Securities " and " Principal Shareholders ".

Except as disclosed elsewhere herein, none of the directors, officers or principal shareholders of the Corporation, and no Associate or Affiliate of any of them, has or has had any material interest in any transaction that materially affects the Corporation.

MATERIAL CONTRACTS

The Corporation has not entered into any contracts material to investors in the Common Shares since incorporation, other than contracts in the ordinary course of business, except:

the Escrow Agreement dated [  ], 2022 among the Corporation, Odyssey Trust Company and certain shareholders of the Corporation. See " Escrowed Securities "; and
the Agency Agreement dated [  ], 2022 between the Corporation and the Agent. See " Plan of Distribution ".

Copies of these agreements will be available for inspection at the offices of the Corporation, at any time during ordinary business hours while the securities offered by this prospectus are in the course of distribution and for a period of 30 days thereafter. Copies of these agreements will also be available on the Corporation's SEDAR profile at www.sedar.com.

OTHER MATERIAL FACTS

To management's knowledge, there are no other material facts about the Common Shares being distributed that are not otherwise disclosed in this prospectus or are necessary in order for the prospectus to contain full, true and plain disclosure of all material facts relating to the Common Shares being distributed.

PURCHASERS' STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in the provinces of British Columbia, Alberta and Ontario provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. The securities legislation further provides a purchaser with remedies for rescission, revisions of the price or damages, if this prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revisions of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province for the particulars of these rights or consult with a legal adviser.

SCHEDULE "A"

FINANCIAL STATEMENTS

( Attached )

A-1

A2ZCRYPTOCAP INC.

(A CAPITAL POOL COMPANY)

Financial Statements

For the Period from Date of Incorporation on October 15, 2021 to December 31, 2021 (Expressed in Canadian Dollars)

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Crowe MacKay LLP

Elveden House 1700, 717 - 7 Ave SW Calgary, AB T2P 0Z3 Main +1(403) 294-9292 Fax +1(403) 294-9262 www.crowemackay.ca

Independent Auditors' Report

To the Shareholders of A2ZCryptocap Inc.

Opinion

We have audited the financial statements of A2ZCryptocap Inc. ("the Company"), which comprise the statement of financial position as at December 31, 2021 and the statements of comprehensive loss, changes in shareholders' equity and cash flows for the period then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2021, and its financial performance and its cash flows for the period then ended in accordance with International Financial Reporting Standards.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 to the financial statements which describes the material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditors' Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditors' report is Garry Cook.

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Chartered Professional Accountants

Calgary, Canada January 31, 2022

A2ZCRYPTOCAP INC. (A CAPITAL POOL COMPANY)

Statement of Financial Position As at December 31, 2021 (Expressed in Canadian Dollars)

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Approved on behalf of the Board

"Christopher Gulka" Director

"Dale Burstall" Director

See accompanying notes to the financial statements

A2ZCRYPTOCAP INC.

(A CAPITAL POOL COMPANY)

Statement of Loss and Comprehensive Loss

For the Period from Date of Incorporation on October 15, 2021 to December 3, 2021 (Expressed in Canadian Dollars)

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See accompanying notes to the financial statements

A2ZCRYPTOCAP INC.

(A CAPITAL POOL COMPANY)

Statement of Changes in Equity

For the Period from Date of Incorporation on October 15, 2021 to December 31, 2021 (Expressed in Canadian Dollars)

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See accompanying notes to the financial statements

A2ZCRYPTOCAP INC. (A CAPITAL POOL COMPANY)

Statement of Cash Flows

For the Period from Date of Incorporation on October 15, 2021 to December 31, 2021 (Expressed in Canadian Dollars)

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See accompanying notes to the financial statements

A2ZCRYPTOCAP INC. (A CAPITAL POOL COMPANY) Notes to the Financial Statements For the Period from Date of Incorporation on October 15, 2021 to December 31, 2021 (Expressed in Canadian Dollars)

1. Nature of Operations and Going Concern

A2ZCryptoCap Inc. (the "Company") was incorporated under the Business Corporations Act (Alberta) on October 15, 2021 and is in the process of applying for status as a Capital Pool Company ("CPC") as defined in Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange Inc. (the "Exchange") Corporate Finance Manual. The Company has no significant assets other than cash and proposes to identify and evaluate potential acquisitions or businesses with a view to completing a Qualifying Transaction (as defined in Exchange Policy 2.4).

There is no assurance that the Company will identify a Qualifying Transaction within the time limitations permissible under the policies of the Exchange, at which time the Exchange may suspend or delist the Company's shares from trading.

The head office and the registered office of the Company is located at Suite 800 Dome Tower, 333 - 7th Avenue SW, Calgary (Alberta) T2P 2Z1.

The outbreak of the novel strain of coronavirus, specifically identified as "COVID-19", has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. Government and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID-19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company.

Going Concern

These financial statements have been prepared in accordance with International Financial Reporting Standards applied on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business. There are material uncertainties that cast significant doubt on the validity of this assumption. As at December 31, 2021, the Company has not completed their initial public offering which is required to become a Capital Pool Company. The Company incurred a net loss of $10,800 for the period ended December 31, 2021, and as of that date, deficit was $10,800. The Company's ability to continue as a going concern is dependent upon its ability to fund its future operations and the ability of the Company to complete their initial public offering.

These financial statements do not reflect adjustments in the carrying value of the assets and liabilities, the reported revenues and expenses and the statement of financial position classifications that would be necessary if the going concern assumption were not appropriate. Such adjustments could be material.

2. Basis of Presentation

a) Statement of Compliance

These financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS").

The Board of Directors approved the issuance of these financial statements on January 28, 2022.

b) Basis of Measurement

The financial statements have been prepared on the historical cost basis.

A2ZCRYPTOCAP INC. (A CAPITAL POOL COMPANY) Notes to the Financial Statements For the Period from Date of Incorporation on October 15, 2021 to December 31, 2021 (Expressed in Canadian Dollars)

2. Basis of Presentation (Continued)

c) Functional Currency

The financial statements are presented in Canadian dollars, which is the Company's functional currency.

d) Use of Estimates and Significant Assumptions

The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities and the reported amounts of revenues and expenses. Actual results could differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

Judgments are made by management to determine the likelihood of whether deferred tax assets will be realized from future taxable earnings. To the extent that assumptions regarding future profitability change, there can be an adjustment in the deferred tax assets as well as an income impact in the period in which the change occurs.

nterpretation of complex laws and regulations. All tax filings are subject to audit and potential reassessment after the lapse of considerable time. Accordingly, the actual income tax liability may differ significantly from that estimated and recorded by management.

3. Summary of Significant Accounting Policies

The following is a summary of significant accounting policies used in the preparation of these financial statements:

Cash and cash equivalents

Cash and cash equivalents include cash held in deposits with financial institutions and balances held in lawyers trust accounts.

Income Taxes

Income tax expense comprises current and deferred income taxes. Income tax expense is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognized for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized on the initial recognition of assets or liabilities in a transaction that is not a business combination. In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

A2ZCRYPTOCAP INC. (A CAPITAL POOL COMPANY) Notes to the Financial Statements

For the Period from Date of Incorporation on October 15, 2021 to December 31, 2021 (Expressed in Canadian Dollars)

3. Summary of Significant Accounting Policies (Continued)

A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

Net Income (Loss) Per Common Share

Net income (loss) per share has been calculated using the weighted average number of common shares outstanding during the year.

Financial Instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Financial assets and liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument. Financial assets are derecognized when the rights to receive cash flows from the assets have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership. Financial assets and liabilities are offset and the net amount is reported in the balance sheet when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis, or realize the asset and settle the liability simultaneously.

i) Financial assets

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

those to be measured subsequently at fair value (either through other comprehensive income
those to be measured at amortized cost.

and the contractual terms of the cash flows. For assets measured at fair value, gains and losses are either recorded in profit or loss or OCI.

The Company classifies all financial assets as held at amortized cost.

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 (FVTPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVTPL are expensed in profit or loss. Financial assets are considered in their entirety when determining whether their cash flows are solely payment or principal and interest.

Subsequent measurement of financial assets depends on their classification. There are three measurement categories under which the Company classifies its financial assets:

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. A gain or loss on a debt investment that is subsequently measured at amortized cost is recognized in profit or loss when the asset is derecognized or impaired. Interest income from these financial assets is included as finance income using the effective interest rate method.
Fair value through OCI (FVOCI): Debt instruments that are held for collection of contractual 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 and losses, interest revenue, and foreign exchange gains and losses which are recognized in profit or loss.

A2ZCRYPTOCAP INC. (A CAPITAL POOL COMPANY)

Notes to the Financial Statements

For the Period from Date of Incorporation on October 15, 2021 to December 31, 2021 (Expressed in Canadian Dollars)

3. Summary of Significant Accounting Policies (Continued)

When the debt instrument 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 debt instruments is included as finance income using the effective interest rate method.
Fair value through profit or loss: Assets that do not meet the criteria for amortized cost or FVOCI are measured at FVTPL. A gain or loss on an investment that is subsequently measured at FVTPL is recognized in profit or loss and presented net as revenue in the statement of loss and comprehensive loss in the period in which it arises.

ii) Financial liabilities

A financial liability is classified as a FVTPL if it is classified as held-for-trading or is designated as such on initial recognition. Directly attributable transaction costs are recognized in profit or loss as incurred. The fair value changes to financial liabilities at FVTPL are presented as follows: where the Company optionally designates financial liabilities at FVTPL the amount of change in the fair value that is attributable to changes in the credit risk of the liability is presented in OCI; and the remaining amount of the change in the fair value is presented in profit or loss. The Company does not designate any financial liabilities at FVTPL.

Other non-derivative financial liabilities are initially measured at fair value less any directly attributable transaction costs. Subsequently to initial recognition, the liabilities are measured at amortized cost using the effective interest method.

The Company classifies all financial liabilities as held at amortized cost.

Deferred Share Issuance Costs

Professional, consulting, regulatory and other costs directly attributable to financing transactions are recorded as deferred issuance costs until the financing transaction is completed, if the completion of the transaction is considered likely, otherwise they are expensed. Should the financing not be successful, all amounts deferred are expensed in the period such information becomes known.

Share-based Compensation

The Corporation uses the Black-Scholes option-pricing model to fair value options granted to directors, officers and employees. The estimated fair value of options on the date of grant is recognized as compensation expense over the vesting period. The number of expected forfeitures is estimated at the grant date and adjustments for actual forfeitures are made as they occur.

4. Cash Restriction

The proceeds raised from the issuance of common shares in the capital of the Company (the "common shares") may only be used to identify and evaluate businesses or assets and to obtain shareholder approval for a proposed Qualifying Transaction, with the exception that $3,000 per month may be used for reasonable general and administrative expenses of the Company. These restrictions apply until completion of a Qualifying Transaction by the Company as defined under the Exchange Policy 2.4.

A2ZCRYPTOCAP INC. (A CAPITAL POOL COMPANY)

Notes to the Financial Statements

For the Period from Date of Incorporation on October 15, 2021 to December 31, 2021 (Expressed in Canadian Dollars)

5. Share Capital

Authorized:

Unlimited common voting shares

Unlimited preferred shares

Issued and outstanding:

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The issued and outstanding founders' common shares of 2,040,000 are subject to a CPC Escrow Agreement. Under the CPC Escrow Agreement, 25% of the escrowed common shares will be released from escrow on the issuance of the Final Exchange Bulletin (as defined in Exchange Policy 1.1 - Interpretation ) (the "Initial Release") and an additional 25% will be released on the dates 6, 12, and 18 months following the Initial Release. All common shares acquired on the exercise of stock options granted to directors, officers, and non-employees prior to the completion of a Qualifying Transaction must also be deposited in escrow until the Final Exchange Bulletin is issued. In addition, all common shares of the Company acquired in the secondary market prior to the completion of a Qualifying Transaction by any person or company who becomes a control person are required to be deposited in escrow. Subject to certain exemptions permitted by the Exchange, all securities of the Company held by principals of the resulting issuer will also be escrowed.

6. Net Loss Per Common Share

Basic and diluted loss per share has been calculated using the weighted average number of common shares of 2,040,000. Once the common shares are placed in escrow, they will be considered contingently issuable until the Corporation completes a QT and excluded for the purpose of the loss per share calculation.

7. Income Taxes

The income tax provision reported differs from the amount computed by applying the combined Canadian federal and provincial rate to income before income taxes. The reasons for the difference and the related tax effects are as follows:

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A2ZCRYPTOCAP INC. (A CAPITAL POOL COMPANY)

Notes to the Financial Statements

For the Period from Date of Incorporation on October 15, 2021 to December 31, 2021 (Expressed in Canadian Dollars)

7. Income Taxes (Continued)

The financial statements do not reflect potential tax reductions available through the application of losses carried forward against future years' earnings otherwise subject to income taxes. These losses amounting to $10,800 may be carried forward and expire as follows:

The Company has a deferred tax asset of approximately, $2,484, which consists of temporary difference of $2,484 related to share issuance costs. A deferred tax asset has not been recognized as the Company does not consider it probable that it will be recovered.

8. Financial Instruments

The Company's financial instruments consist of cash and accounts payable.

Financial risk management

The Company's activities are exposed to a variety of financial risks: credit risk and liquidity risk. The Company's overall risk management program focuses on the unpredictability of financial and economic markets and seeks to minimize potential adverse effects on the Company's financial results. Risk management is carried out by financial management in conjunction with overall corporate governance.

Credit risk

Credit risk is the risk of loss associated with the counterparty's ability to fulfil its payment obligations. The Company is not susceptible to any credit risk since the cash is held at a major financial institution.

Liquidity risk

The Company's exposure to liquidity risk is dependent on purchasing commitments and obligations or raising of funds to meet commitments and sustain operations. As at December 31, 2021, the Company has cash of $83,500 to settle financial liabilities of $17,800.

Fair value

The fair value of cash and accounts payable approximates its carrying amount due to their short-term nature.

The following provides an analysis of financial instruments that are measured at fair value, grouped into levels 1 to 3 based on the degree to which the fair value is observable:

Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 fair value measurements are those derived from inputs other than quoted prices included within level 1 that are not observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data.

As at December 31, 2021, the Company had no amounts, classified as "fair value through profit or loss".

A2ZCRYPTOCAP INC. (A CAPITAL POOL COMPANY)

Notes to the Financial Statements For the Period from Date of Incorporation on October 15, 2021 to December 31, 2021 (Expressed in Canadian Dollars)

9. Capital Management

The Company's objective when managing capital is to maintain adequate cash resources to support planned activities which include identifying and evaluating potential acquisitions. The Company includes shareholders' equity of $91,200 in the definition of capital.

In managing capital, the Company estimates its future cash requirements by preparing a budget. The budget establishes the activities for the upcoming year and estimates the costs associated with these activities.

The Company's plan is to raise capital through the issuance of additional common shares. There are no assurances that funds will be made available to the Company when required.

The Company is not subject to externally imposed capital requirements other than the cash restriction disclosed in Note 4.

10. Related Party Transactions

For the period ending December 31, 2021, $7,500 in legal fees were recorded as deferred issuance costs and included in accounts payable and accrued liabilities as at December 31, 2021, to a law firm of which one of the directors of the Company is a partner.

11. Subsequent Events

The Company proposes to enter into an agency agreement with Leede Jones Gable Inc., (the "Agent"), and the Company proposes to file a preliminary prospectus, offering a maximum of 4,000,000 Common Shares pursuant to the policies of the TSX Venture Exchange governing CPCs.

The Company has agreed to pay the Agent a commission of 10% of the gross proceeds of the Offering -transferable common shares that is equal to 10% of the total number of common shares sold under the Offering at a price of $0.10 per common share, exercisable for a period of 24 months from the date of closing of the Offering.

The Company has adopted an incentive stock option plan in accordance with the policies of the Exchange (the "Stock Option Plan") for the benefit of directors and officers, and where permitted pursuant to Exchange policies, employees, and consultants of the Company. A maximum of ten percent (10%) of the issued and outstanding common shares of the Company upon completion of the initial public offering may be reserved for issuance pursuant to the exercise of stock options to be granted to directors and officers, and where permitted pursuant to Exchange policies employees and consultants, of the Company. In addition, subject to the policies of the Exchange, the number of common shares reserved for issuance to any one person shall not exceed five percent (5%) and for consultants and employees conducting investor relations activities shall not exceed two percent (2%) of the issued and outstanding common shares. The Stock Option Plan provides that the terms of the options and the option price shall be fixed by the directors, subject to the price restrictions and other requirements imposed by TSX Venture.

Stock options granted under the Stock Option Plan may not be exercisable for a period longer than ten (10) years and the exercise price must be paid in full upon exercise of the option.

The Company also proposes to grant options to purchase an aggregate of 604,000 common shares once the Offering is completed, at a price of $0.10 per common share for a period of 5 years from the date of the grant.

SCHEDULE "B"

AUDIT COMMITTEE CHARTER

A2ZCRYPTOCAP INC. (the "Corporation")

AUDIT COMMITTEE CHARTER

OVERALL ROLE AND RESPONSIBILITY

The Audit Committee shall:

1.1 Assist the board of directors of the Corporation (the "Board of Directors") in its oversight role with respect to:
(a) the quality and integrity of financial information;
(b) the independent auditor’s performance, qualifications and independence;
(c) the performance of the Corporation’s internal audit function, if applicable;
(d) the Corporation’s compliance with legal and regulatory requirements; and
1.2 Prepare such reports of the Audit Committee required to be included in the information/proxy circular of the Corporation in accordance with applicable laws or the rules of applicable securities regulatory authorities.

MEMBERSHIP AND MEETINGS

The Audit Committee shall consist of three (3) or more Directors appointed by the Board of Directors, the majority of whom shall not be officers or employees of the Corporation or any of the Corporation’s affiliates. Each of the members of the Audit Committee shall satisfy the applicable independence and experience requirements of the laws governing the Corporation, and applicable securities regulatory authorities.

The Board of Directors shall designate one (1) member of the Audit Committee as the Audit Committee Chair. Each member of the Audit Committee shall be financially literate as such qualification is interpreted by the Board of Directors in its business judgment. The Board of Directors shall determine whether and how many members of the Audit Committee qualify as a financial expert as defined by applicable law.

STRUCTURE AND OPERATIONS

The affirmative vote of a majority of the members of the Audit Committee participating in any meeting of the Audit Committee is necessary for the adoption of any resolution.

The Audit Committee shall meet as often as it determines, but not less frequently than quarterly. The Committee shall report to the Board of Directors on its activities after each of its meetings at which time minutes of the prior Committee meeting shall be tabled for the Board of Directors.

The Audit Committee shall review and assess the adequacy of this Charter periodically and, where necessary, will recommend changes to the Board of Directors for its approval.

The Audit Committee is expected to establish and maintain free and open communication with management and the independent auditor and shall periodically meet separately with each of them.

B-1

SPECIFIC DUTIES

Oversight of the Independent Auditor

Make recommendations to the Board of Directors for the appointment and replacement of the independent auditor.
Responsibility for the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. The independent auditor shall report directly to the Audit Committee.
Authority to pre-approve all audit services and permitted non-audit services (including the fees, terms and conditions for the performance of such services) to be performed by the independent auditor.
Evaluate the qualifications, performance and independence of the independent auditor, including: (i) reviewing and evaluating the lead partner on the independent auditor’s engagement with the Corporation, and (ii) considering whether the auditor’s quality controls are adequate and the provision of permitted nonaudit services is compatible with maintaining the auditor’s independence.
Obtain from the independent auditor and review the independent auditor’s report regarding the management internal control report of the Corporation to be included in the Corporation’s annual information/proxy circular, as required by applicable law.
Ensure the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law (currently at least every five years).

Financial Reporting

Review and discuss with management and the independent auditor:
prior to the annual audit the scope, planning and staffing of the annual audit;
the annual audited financial statements;
the Corporation’s annual and quarterly disclosures made in management’s discussion and analysis;
approve any reports for inclusion in the Corporation’s Annual Report, if any, as required by applicable legislation;
the Corporation’s quarterly financial statements, including the results of the independent auditor’s review of the quarterly financial statements and any matters required to be communicated by the independent auditor under applicable review standards;
significant financial reporting issues and judgments made in connection with the preparation of the Corporation’s financial statements;
any significant changes in the Corporation’s selection or application of accounting principles;
any major issues as to the adequacy of the Corporation’s internal controls and any special steps adopted in light of material control deficiencies; and
other material written communications between the independent auditor and management, such as any management letter or schedule of unadjusted differences.
Discuss with the independent auditor matters relating to the conduct of the audit, including any difficulties encountered in the course of the audit work, any restrictions on the scope of activities or access to requested information and any significant disagreements with management.

B-2

AUDIT COMMITTEE’S ROLE

The Audit Committee has the oversight role set out in this Charter. Management, the Board of Directors, the independent auditor and the internal auditor all play important roles in respect of compliance and the preparation and presentation of financial information. Management is responsible for compliance and the preparation of financial statements and periodic reports. Management is responsible for ensuring the Corporation’s financial statements and disclosures are complete, accurate, in accordance with generally accepted accounting principles and applicable laws. The Board of Directors in its oversight role is responsible for ensuring that management fulfills its responsibilities. The independent auditor, following the completion of its annual audit, opines on the presentation, in all material respects, of the financial position and results of operations of the Corporation in accordance with Canadian generally accepted accounting principles.

FUNDING FOR THE INDEPENDENT AUDITOR AND RETENTION OF OTHER INDEPENDENT ADVISORS

The Corporation shall provide for appropriate funding, as determined by the Audit Committee, for payment of compensation to the independent auditor for the purpose of issuing an audit report and to any advisors retained by the Audit Committee. The Audit Committee shall also have the authority to retain such other independent advisors as it may from time to time deem necessary or advisable for its purposes and the payment of compensation therefor shall also be funded by the Corporation.

APPROVAL OF AUDIT AND REMITTED NON-AUDIT SERVICES PROVIDED BY EXTERNAL AUDITORS

Over the course of any year there will be two levels of approvals that will be provided. The first is the existing annual Audit Committee approval of the audit engagement and identifiable permitted non-audit services for the coming year. The second is in-year Audit Committee pre-approvals of proposed audit and permitted non-audit services as they arise.

Any proposed audit and permitted non-audit services to be provided by the External Auditor to the Corporation or its subsidiaries must receive prior approval from the Audit Committee, in accordance with this protocol. The Chief Financial Officer shall act as the primary contact to receive and assess any proposed engagements from the External Auditor.

Following receipt and initial review for eligibility by the primary contacts, a proposal would then be forwarded to the Audit Committee for review and confirmation that a proposed engagement is permitted.

In the majority of such instances, proposals may be received and considered by the Chair of the Audit Committee (or such other member of the Audit Committee who may be delegated authority to approve audit and permitted nonaudit services), for approval of the proposal on behalf of the Audit Committee. The Audit Committee Chair will then inform the Audit Committee of any approvals granted at the next scheduled meeting.

B-3

CERTIFICATE OF CORPORATION

Dated: February 2, 2022

This prospectus constitutes full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by the securities legislation of British Columbia, Alberta and Ontario.

(s) "Christopher Gulka" Christopher Gulka Chief Executive Officer and Chief Financial Officer

ON BEHALF OF THE BOARD

(s) "V.E. Dale Burstall" V.E. Dale Burstall Director

(s) "David Turk" David Turk Director

C-1

CERTIFICATE OF THE PROMOTER

Dated: February 2, 2022

(s) "Christopher Gulka" Christopher Gulka Promoter

C-2

CERTIFICATE OF THE AGENT

Dated: February 2, 2022

To the best of our knowledge, information and belief, this prospectus constitutes full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by the securities legislation of British Columbia, Alberta and Ontario.

LEEDE JONES GABLE INC.

(s) "Richard H. Carter"

By: Richard H. Carter Executive Vice President, General Counsel and Corporate Secretary

C-3

AI assistant

A2ZCryptocap — Capital/Financing Update 2022

48323_rns_2022-02-02_c7cd6850-0b50-4955-8acb-ebfd1bde0207.pdf

PRELIMINARY PROSPECTUS

INITIAL PUBLIC OFFERING

A2ZCRYPTOCAP INC.

$400,000

4,000,000 Common Shares

PRICE: $0.10 per Common Share

Market for Securities

Risk Factors

Maximum Investment

Eligibility for Investment

Receipt of Subscriptions

LEEDE JONES GABLE INC.

TABLE OF CONTENTS

GLOSSARY

PROSPECTUS SUMMARY

CORPORATE STRUCTURE

BUSINESS OF THE CORPORATION

Preliminary Expenses

Proposed Operations until Completion of a Qualifying Transaction

Method of Financing Participation or Acquisitions

Criteria for Qualifying Transaction

REGULATORY AND SHAREHOLDER APPROVAL

Filings and Shareholder Approval of a Non-Arm's Length Qualifying Transaction

Initial listing Requirements

Trading Halts, Suspension and Delisting

Refusal of Qualifying Transaction

USE OF PROCEEDS

Proceeds and Principal Purposes

Notes:

Permitted Use of Proceeds

Finder's Fees

Prohibited Payments to Non-Arm's Length Parties

Private Placements for Cash

PLAN OF DISTRIBUTION

Agent and Agent's Compensation

Offering and Distribution

Other Securities to be Distributed

Determination of Price

Listing Application

Venture Issuers

Restrictions on Trading

DESCRIPTION OF SECURITIES DISTRIBUTED

Common Shares

Preferred shares

CAPITALIZATION

Notes:

INCENTIVE STOCK OPTIONS

PRIOR SALES

ESCROWED SECURITIES

Securities Escrowed Prior to the Completion of Qualifying Transaction

Notes:

Escrowed Securities on Qualifying Transaction

PRINCIPAL SHAREHOLDERS

DIRECTORS, OFFICERS AND PROMOTERS

Management of the Corporation

V.E. Dale Burstall, Director (Age 61)

David Turk, Director (Age 63)

Reporting Issuer Experience of the Directors and Officers of Corporation

Cease Trade Orders

Penalties or Sanctions

Bankruptcies

Indebtedness of Directors and Officers

Conflicts of Interest

Audit Committee

Item 1: Audit Committee Charter

Item 2: Composition of the Audit Committee

Item 3: Relevant Education and Experience of Audit Committee Members

See " Directors, Officers, and Promoters ".

Item 4: Audit Committee Oversight

Item 5: Reliance on Certain Exemptions

Item 6: Pre-Approval Policies and Procedures

Item 7: External Auditor Service Fees (By Category)

Notes:

EXECUTIVE COMPENSATION

PROMOTERS

DILUTION

RISK FACTORS

A2ZCryptocap Capital/Financing Update 2022