Antera Ventures II Corp.

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.

FINAL PROSPECTUS

Initial Public Offering June 24, 2021 ANTERA VENTURES II CORP. (a capital pool company)

Minimum Offering: $300,000 or 3,000,000 Common Shares Maximum Offering: $500,000 or 5,000,000 Common Shares Price: $0.10 per Common Share

Antera Ventures II Corp. (the “ Corporation ”) offers on a commercially reasonable efforts basis through its agent, Haywood Securities Inc., (the “ Agent ”), a minimum of 3,000,000 common shares (“ Common Shares ”) in the capital of the Corporation (the “ Minimum Offering ”) and up to a maximum of 5,000,000 Common Shares (the “ Maximum Offering ”) for sale to the public at a price of $0.10 per Common Share (the “ Offering ”).

The purpose of the Offering is to provide the Corporation with funds with which to identify and evaluate businesses or assets with a view to completing the Qualifying Transaction, as hereinafter defined. Any proposed Qualifying Transaction must be approved by the TSX Venture Exchange (the “ Exchange ”) and, in the case of a Non Arm’s Length Qualifying Transaction, as hereinafter defined, must also receive Majority of the Minority Approval, as hereinafter defined, in accordance with Exchange Policy 2.4 (the “ CPC Policy ”). The Corporation is a Capital Pool Company (“ CPC ”). 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 hereinafter defined, 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 Minimum Offering Maximum Offering	Common Shares Price to Public Agent’s Commission(1) Proceeds to Corporation(2)
	1 $0.10 $0.009 $0.091 3,000,000 $300,000 $27,000 $273,000 5,000,000 $500,000 $45,000 $455,000

Notes:

(1) A cash commission of 9.0% of the gross proceeds of the Offering will be paid to the Agent for a maximum cash commission of $45,000. Additionally, the Corporation will pay a corporate finance fee of $10,000 (exclusive of applicable taxes) (the “ Corporate Finance Fee ”) to the Agent on closing of the Offering. The Agent will also be granted the Agent’s Warrants referred to below. The Agent will also be reimbursed by the Corporation for its expenses, including reasonable legal fees. See “ Plan of Distribution - Agency Agreement and Agent’s Compensation ”.

(2) Before deducting the costs of this issue estimated at $146,850, which includes legal and audit fees and other expenses of the Corporation estimated at $47,500 (exclusive of applicable taxes), the Corporate Finance Fee plus taxes payable on such fee, the Agent’s commission, the Agent’s expenses and legal fees (inclusive of applicable taxes and disbursements) estimated at $65,000, the listing fee of $11,350 payable to the Exchange (plus applicable taxes) and estimated filing fees of $13,000.

(3) Up to 5,000,000 Common Shares are qualified for distribution hereunder. This prospectus also qualifies the Agent’s Warrants for distribution. See “ Plan of Distribution ”.

The Offering is being made on a commercially reasonable efforts basis by the Agent. 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 (as hereinafter defined). The Offering is subject to an aggregate minimum subscription of 3,000,000 Common Shares for total gross proceeds to the Corporation of $300,000. If proceeds of at least $300,000 are not raised within 90 days of the issuance of a receipt for the final prospectus or such other time as may be consented to by the Agent and the

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purchasers, all subscription proceeds will be returned to purchasers without interest or deduction, unless the purchasers have otherwise instructed the Agent. See “ Plan of Distribution ”.

Pursuant to the Agency Agreement, the Agent, and any sub-agents as the Agent may direct, will be granted nontransferable warrants (the “ Agent’s Warrants ”) to purchase Common Shares of the Corporation (the “ Agent’s Shares ”) in an amount equal to 9.0% of the Common Shares sold pursuant to the Offering at a price of $0.10 per Agent’s Share, and expiring 60 months from the closing date of the Offering. The grant of the Agent’s Warrants is qualified under this prospectus. See “ Agency Agreement and Agent’s Compensation ”.

Market for Securities

As at the date of this 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 or the Alternative Investment Market of the London Stock Exchange or the markets operated by Plus Markets Group plc.

The Corporation has applied to list its Common Shares on the Exchange. The Exchange has conditionally approved the listing and final approval will be subject to the Corporation fulfilling all 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 Warrants and the grant of CPC Stock Options to certain directors and officers of the Corporation, trading in all securities of the Corporation is prohibited during the period between the date a receipt for the preliminary prospectus is issued by the securities commission that is designated the principal regulator pursuant to Multilateral Instrument 11-102 – Passport System (“ MI 11-102 ”) and National Policy 11-202 – Process for Prospectus Reviews in Multiple Jurisdictions (“ NP 11-202 ”) 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 commission grants a discretionary order.

Risk Factors

There is no market through which the Common Shares offered by this prospectus may be sold and purchasers may not be able to resell the Common Shares purchased under this prospectus. This may affect the pricing of the Common Shares in the secondary market, the transparency and availability of trading prices, the liquidity of the Common Shares, and the extent of issuer regulation. See “ 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. The Offering is suitable only to those investors who are prepared to risk the loss of their entire investment. See “ Risk Factors ”.

Upon completion of the Offering, purchasers will suffer an immediate dilution (based on the gross proceeds from this and prior issues without deduction of selling and related expenses) per Common Share of approximately $0.0333 or 33.3% in the case of the Maximum Offering ($0.0385 per Common Share or 38.5% in the case of the Minimum Offering). The Corporation does not currently own any assets other than cash.

The business objective of the Corporation is to identify and evaluate assets or businesses with a view to completing the Qualifying Transaction which receives Exchange approval and in the case of a Non Arm’s Length Qualifying Transaction, Majority of the Minority Approval of the Corporation’s shareholders; however, there can be no assurance that the Corporation will successfully complete the Qualifying Transaction. The Corporation has commenced the process of identifying potential acquisitions, but to date, the Corporation has not identified any potential acquisitions. The Corporation may determine that current markets, terms of acquisition, or pricing conditions make such potential acquisitions uneconomic. The Corporation may find that even if the terms of a potential acquisition are economic, the Corporation may not be able to finance such acquisition and additional funds may be required. The Qualifying Transaction may involve the acquisition of a business located outside of Canada and, as such, investors should be aware that it may be difficult or may not be possible to effect service or notice to commence legal proceedings upon

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any directors, officers and experts outside of Canada and that it may not be possible to enforce against such persons or the Corporation, judgments obtained in Canadian courts predicated upon the civil liability provisions of applicable securities laws in Canada. Where the investment or acquisition is financed by the issuance of shares from the Corporation’s treasury, control of the Corporation may change and shareholders may suffer further dilution of their investment. The Corporation will be in competition with other entities with greater resources. The Corporation has neither a history of earnings nor has it paid any dividends and it is unlikely to generate earnings or pay dividends in the immediate or foreseeable future.

The Corporation’s directors, officers, promoters and, as applicable, Control Persons, as hereinafter defined, and their Associates, as hereinafter defined, and Affiliates, as hereinafter defined, as a group, beneficially own or control, directly or indirectly, 5,100,000 Common Shares, which represents 51.0% of the issued and outstanding Common Shares before giving effect to the Offering, and 34.0% of the issued and outstanding Common Shares in the event the Maximum Offering is completed (39.2% in the event the Minimum Offering is completed). The directors and officers of the Corporation will only devote part of their time to the affairs of the Corporation and there are 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. See “ Business of the Corporation ”, “ Use of Proceeds ”, “ Capitalization ”, “ Officers and Directors ”, “ Dilution ” and “ Risk Factors ”.

Maximum Investment

Pursuant to the CPC policy, 75% 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% (45,000 Common Shares if the Minimum Offering is subscribed for and 75,000 if the Maximum Offering is subscribed for) of the total number of Common Shares offered under this prospectus; and
(b) the maximum number of Common Shares that may be directly or indirectly purchased by any one purchaser, together with that purchaser’s Associates (as hereinafter defined) and Affiliates (as hereinafter defined) is 4% (90,000 Common Shares if the Minimum Offering is subscribed for and 150,000 if the Maximum Offering is subscribed for) of the total number of Common Shares offered under this prospectus.

Receipt of Subscriptions

Haywood Securities Inc., as agent, hereby conditionally offers these Common Shares, on a “commercially reasonable efforts” agency basis, if, as and when subscriptions are accepted by the Corporation, subject to prior sale, in accordance with the terms and conditions of the Agency Agreement referred to under “ Plan of Distribution ” and subject to the approval of certain legal matters by McMillan LLP, on behalf of the Corporation and by Getz Prince Wells LLP, on behalf of the Agent.

Subscriptions will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. It is expected that one or more global certificates that represent the aggregate number of Common Shares subscribed for under the Offering will be issued in registered form as directed by the Agent and will be available for delivery at the closing of the Offering. The Common Shares subscribed for under the Offering may also be issued on an uncertificated basis. In either case, purchasers of Common Shares will only receive a client confirmation from the Agent as to the number of Common Shares subscribed for. Certificates representing the Common Shares in registered and definitive form will be issued to the purchasers in certain limited circumstances only.

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No Person is authorized to provide any information or to make any representation in connection with the Offering other than as contained in this prospectus.

HAYWOOD SECURITIES INC.

200 Burrard Street, Suite 700, Waterfront Centre Vancouver, BC V6C 3L6 Tel: (604) 697-7100 Fax: (604) 697-7199

GLOSSARY .................................................................................................................................................................. 4 PROSPECTUS SUMMARY ....................................................................................................................................... 10 THE CORPORATION ................................................................................................................................................ 12 BUSINESS OF THE CORPORATION ...................................................................................................................... 12 Preliminary Expenses .............................................................................................................................................. 12 Proposed Operations until Completion of the Qualifying Transaction ................................................................... 12 Method of Financing ............................................................................................................................................... 12 Criteria for the Qualifying Transaction ................................................................................................................... 13 Filings and Shareholder Approval of a Non Arm’s Length Qualifying Transaction ............................................... 13 Initial Listing Requirements .................................................................................................................................... 14 Trading Halts, Suspensions and Delisting ............................................................................................................... 14 Refusal of Qualifying Transaction .......................................................................................................................... 14 USE OF PROCEEDS .................................................................................................................................................. 15 Proceeds and Principal Purposes ............................................................................................................................. 15 Permitted Use of Funds ........................................................................................................................................... 16 Prohibited Payments to Non Arm’s Length Parties ................................................................................................. 17 Private Placements for Cash .................................................................................................................................... 17 Finders’ Fees ........................................................................................................................................................... 18 PLAN OF DISTRIBUTION ........................................................................................................................................ 18 Agency Agreement and Agent’s Compensation ..................................................................................................... 18 Commercially Reasonable Efforts Offering and Minimum Distribution ................................................................ 19 Other Securities to be Distributed ........................................................................................................................... 19 Determination of Price ............................................................................................................................................ 19 Listing Application .................................................................................................................................................. 19 Subscriptions by and Restrictions on the Agent ...................................................................................................... 20 Venture Issuers ........................................................................................................................................................ 20 Restrictions on Trading ........................................................................................................................................... 20 DESCRIPTION OF THE SECURITIES DISTRIBUTED .......................................................................................... 20 CAPITALIZATION .................................................................................................................................................... 21 CPC STOCK OPTIONS .............................................................................................................................................. 21 PRIOR SALES ............................................................................................................................................................ 22 ESCROWED SECURITIES ........................................................................................................................................ 23 Escrowed Securities on Qualifying Transaction ..................................................................................................... 26 PRINCIPAL SHAREHOLDERS ................................................................................................................................ 27 OFFICERS, DIRECTORS AND PROMOTERS ........................................................................................................ 27 Other Reporting Issuer Experience ......................................................................................................................... 30 Corporate Cease Trade Orders or Bankruptcies ...................................................................................................... 31 Penalties or Sanctions .............................................................................................................................................. 31

Bankruptcies ............................................................................................................................................................ 31 Conflicts of Interest ................................................................................................................................................. 32 AUDIT COMMITTEE ................................................................................................................................................ 32 Audit Committee Charter ........................................................................................................................................ 32 Composition of Audit Committee ........................................................................................................................... 32 Relevant Education and Experience of Audit Committee Members ....................................................................... 32 Audit Committee Oversight .................................................................................................................................... 33 Reliance on Certain Exemptions ............................................................................................................................. 33 Pre-Approval Policies and Procedures .................................................................................................................... 33 External Auditor Service Fees (By Category) ......................................................................................................... 33 EXECUTIVE COMPENSATION ............................................................................................................................... 33 DILUTION .................................................................................................................................................................. 34 RISK FACTORS ......................................................................................................................................................... 34 INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ........................................ 36 MATERIAL CONTRACTS ........................................................................................................................................ 36 LEGAL PROCEEDINGS ............................................................................................................................................ 36 RELATIONSHIP BETWEEN THE CORPORATION AND THE AGENT .............................................................. 36 RELATIONSHIP BETWEEN THE CORPORATION AND PROFESSIONAL PERSONS ..................................... 36 AUDITOR, TRANSFER AGENT AND REGISTRAR .............................................................................................. 37 DIVIDEND POLICY .................................................................................................................................................. 37 ELIGIBILITY FOR INVESTMENT ........................................................................................................................... 37 PURCHASERS’ STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION .............................................. 37 OTHER MATERIAL FACTS ..................................................................................................................................... 37 FINANCIAL STATEMENTS ..................................................................................................................................... 37

GLOSSARY

“ 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 securities of the company are held, other than by way of security only, by or for the benefit of that Person; and
(b) the voting securities, 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.

“ Agency Agreement ” means the agency agreement dated June 24, 2021 between the Corporation and the Agent.

“ Agent ” means Haywood Securities Inc. at its office in the City of Vancouver, in the Province of British Columbia.

“ Agent’s Commission ” means the cash commission of 9.0% of the gross proceeds of the Offering payable to the Agent.

“ Agent’s Shares ” means Common Shares acquired upon exercise of the Agent’s Warrants.

“ Agent’s Warrants ” means the non-transferable warrants to be granted by the Corporation to the Agent entitling the Agent to purchase Agent’s Shares in an amount equal to 9.0% of the number of Common Shares sold pursuant to the Offering at an exercise price of $0.10 per Agent’s Share, expiring 60 months from the closing date of the Offering.

“ Aggregate Pro Group ” means all Persons who are members of any Pro Group whether or not the Member is involved in a contractual relationship with the Corporation to provide financing sponsorship and other advisory services.

“ 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 or 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 the Person serves as trustee or in a similar capacity; and
(d) in the case of a Person who is an individual
(i) that Person’s spouse or child, or
(ii) any relative of that 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 with respect to that Member firm, Member corporation or holding company.

“ Audit Committee ” has the meaning ascribed to such term under the heading “ Audit Committee – Audit Committee Charter ”.

“ Commissions ” means, collectively, the British Columbia Securities Commission, the Alberta Securities Commission and the Ontario Securities Commission.

“ Common Shares ” means the common shares in the share capital of the Corporation.

“ 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.

“ 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.

“ Corporate Finance Fee ” means a corporate finance fee of $10,000 payable to the Agent, excluding taxes.

“ Corporation ” means Antera Ventures II Corp., a corporation incorporated under the Business Corporations Act (British Columbia) having its registered office in the City of Vancouver, in the Province of British Columbia.

“ CPC ” means a corporation:

(a) that has filed and obtained a receipt for a preliminary CPC Prospectus from one or more of the Commissions in compliance with the CPC Policy; and
(b) in regard to which the Final QT Exchange Bulletin has not yet been issued.
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“ CPC Policy ” means Policy 2.4 – Capital Pool Companies of the Exchange.

“ CPC Stock Option(s) ” means incentive stock options to be granted after completion of the Offering pursuant to the Option Plan.

“ Eligible Charitable Organization ” means: (a) any Charitable Organization or Public Foundation which is a Registered Charity, but is not a Private Foundation, or (b) a Registered National Arts Service Organization, as such terms are defined in the Income Tax Act (Canada), as amended from time to time.

“ Escrow Agreement ” means the escrow agreement to be entered into on or prior to closing of the Offering among the Corporation, Odyssey and certain shareholders of the Corporation.

“ Exchange ” or “ TSXV ” 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.

“ Initial Listing Requirements ” means the minimum financial, distribution and other standards that must be met by applicants seeking a listing on a particular tier of the Exchange.

“ 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.

“ Issuer ” means a company and its subsidiaries which have any of its securities listed for trading on the Exchange and, as the context requires, any applicant company seeking a listing of its securities 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 issued Listed Shares of the CPC, provided that the votes attached to Listed 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;

“ Maximum Offering ” means the maximum offering of 5,000,000 Common Shares.

“ 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.

“ Members’ 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.

“ MI 11-102 ” means Multilateral Instrument 11-102 – Passport System .

“ Minimum Offering ” means the minimum offering of 3,000,000 Common Shares.

“ NI 41-101 ” means National Instrument 41-101 – General Prospectus Requirements .

“ NI 52-110 ” has the meaning ascribed to such term under the heading “ Audit Committee ”.
“ NP 11-202 ” means National Policy 11-202 – Process for Prospectus Reviews in Multiple Jurisdictions

“ 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 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(s), any Target Company(ies) and includes, in relation to Significant Assets or Target Company(ies), the Non-Arm’s Length Parties of the Vendor(s), the Non-Arm’s Length Parties of any Target Company(ies) 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 to be the subject of the proposed Qualifying Transaction.

“ Odyssey ” means Odyssey Trust Company.

“ Offering ” means the offering of Common Shares in accordance with the terms of this prospectus.

“ Option Plan ” means the Corporation’s incentive stock option plan.

“Person” means a Company or 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 the Final QT 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 QT Exchange Bulletin;
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(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 QT Exchange Bulletin for non IPO transactions; and
(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 QT 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.

“ Pro Group ” means:

(a) Subject to subparagraphs (b), (c) and (d), “Pro Group” shall include, either individually or as a group:
(i) the Member;
(ii) employees of the Member;
(iii) partners, officers and directors of the Member;
(iv) Affiliates of the Member; and
(v) Associates of any parties referred to in subparagraphs (i) through (iv).
(b) The Exchange may, in its discretion, include a Person or party in the Pro Group for the purposes of a particular calculation where the Exchange determines that the Person is not acting at arm’s length to the Member.
(c) The Exchange may, in its discretion, exclude a Person from the Pro Group for the purposes of a particular calculation where the Exchange determines that the Person is acting at arm’s length to the Member.
(d) The Exchange may deem a Person who would otherwise be included in the Pro Group pursuant to subparagraph (a) to be excluded from the Pro Group where the Exchange determines that:
(i) the Person is an Affiliate or Associate of the Member is acting at arm’s length of the Member;
(ii) the Associate or Affiliate has a separate corporate and reporting structure;
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(iii) there are sufficient controls on information flowing between the Member and the Associate or Affiliate; and
(iv) the Member maintains a list of such excluded Persons.

“ Promoter ” has the meaning ascribed to it in section 1(1) of the Securities Act (British Columbia).

“ Qualifying Transaction ” means a transaction where a 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.

“ Related Party Transaction ” has the meaning ascribed to that term under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions , together with the Companion Policy 61- 101CP, and includes a related party transaction that is determined by the Exchange to be a Related Party Transaction. The Exchange may deem a transaction to be a Related Party Transaction where the transaction involves Non Arm’s Length Parties, or other circumstances exist which may compromise the independence of the Corporation with respect to the transaction.

“ Resulting Issuer ” means the Issuer that was formerly a CPC, which exists upon issuance of the Final QT Exchange Bulletin.

“ Seed Capital ” or “ Seed Shares ” means securities issued before an Issuer’s IPO.

“ SEDAR ” means System for Electronic Document Analysis and Retrieval.

“ 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 1.1 – Interpretation .

“ Target Company ” means a Company to be acquired by the CPC as its Significant Assets pursuant to a Qualifying Transaction.

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

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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.

Business of the Corporation:	The principal business of the Corporation will be the identification and
	evaluation of assets or businesses with a view to completing the
	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 minimum of 3,000,000 and a maximum of 5,000,000 Common Shares
	are being offered under this prospectus at a price of $0.10 per Common
	Share. In addition, pursuant to the Agency Agreement, the Corporation
	will grant to the Agent and its designated sub-agents, if any, the Agent’s
	Warrants to purchase up to such number of Common Shares as is equal to
	9.0% of the aggregate number of Common Shares sold pursuant to the
	Offering, at an exercise price of $0.10 per Agent’s Share which will be
	exercisable for a period of 60 months from the closing date of the
	Offering. The grant of the Agent’s Warrants is qualified under this
	prospectus. See “Plan of Distribution”.
Use of Proceeds:	The net proceeds of the Offering to the Corporation (prior to deducting
	expenses incurred in connection with the Offering) will be approximately
	$273,000 in the case of the Minimum Offering and $455,000 in the event
	of the Maximum Offering. The net proceeds of the Offering plus the
	proceeds from prior sales of Common Shares will be used to provide the
	Corporation with funds with which to identify and evaluate assets or
	businesses for acquisition with a view to completing the 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”, “Business of the Corporation”
	and “Risk Factors”.
Management and Directors:	Arinder Mahal – Chief Executive Officer, Director and Promoter
	Dushan Batrovic –Chief Financial Officer and Director
	Rajeev Dewan –Corporate Secretary and Director
	Pardeep Sangha – Director
	Thomas Astle – Director
	See “Directors and Officers”.
Escrowed Securities:	All of the currently issued and outstanding Common Shares, being
	10,000,000 Common Shares, 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 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

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time and attention to the affairs of the Corporation and there are 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, an investor will suffer an immediate dilution on investment of approximately 38.5% or $0.0385 per Common Share in the case of the Maximum Offering (26.7% or $0.0333 in the case of the Minimum Offering). 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 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 the 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 and 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. See “ Business of the Corporation ”, “ Officers and Directors ”, “ Capitalization ”, “ Dilution ”, “ Risk Factors ” and “ Conflicts of Interest ”.

THE CORPORATION

The Corporation was incorporated on January 5, 2021 by Certificate of Incorporation issued pursuant to the provisions of the Business Corporations Act (British Columbia) under the name “1282500 B.C. Ltd.” The Corporation changed its name to “Antera Ventures II Corp.” on January 26, 2021.

The head and registered office of the Corporation is at 1500 Royal Centre, 1055 West Georgia Street, P.O. Box 11117, Vancouver, British Columbia, V6E 4N7.

BUSINESS OF THE CORPORATION

Preliminary Expenses

As of the date hereof, the Corporation has incurred preliminary expenses totalling approximately $50,848 (inclusive of applicable taxes) and the Corporation has advanced a retainer to the Agent for expenses, including legal fees, in the aggregate amount of $10,000. On closing of the Offering, the Corporation will pay the Corporate Finance Fee of $10,000 (exclusive of applicable taxes), to the Agent.

Upon completion of the Offering, the deposit which has been paid to the Agent will be applied towards the payment of the expenses of the Agent and its legal counsel.

Certain of the Offering proceeds will be utilized to satisfy the obligations of the Corporation related to the Offering, including legal expenses of the Corporation and the Agent. See “ Use of Proceeds ”.

Proposed Operations until Completion of the Qualifying Transaction

The Corporation proposes to identify and evaluate businesses and assets with a view to completing the Qualifying Transaction. Any proposed Qualifying Transaction must be accepted by the Exchange and in the case of a Non Arm’s Length Qualifying Transaction is also subject to Majority of the Minority Approval in accordance with the CPC Policy. The Corporation has not conducted commercial operations. In light of the background and experience of the Corporation’s board of directors and management, the Corporation is considering pursuing a company, asset or business in the technology sector in Canada but is open to reviewing companies, assets and businesses in other industry sectors and geographical areas.

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 potential 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 “ Permitted Use of Proceeds ” and “ Private Placements for Cash ”, the funds raised pursuant to the Offering and any subsequent financing will be utilized only for the identification and evaluation of potential Qualifying Transactions and not for any deposit, loan or direct investment in a potential acquisition.

Although the Corporation has commenced the process of identifying potential acquisitions with a view to completing the Qualifying Transaction, the Corporation has not yet entered into an Agreement in Principle.

Method of Financing

The Corporation may use cash, bank financing, the issuance of treasury shares, public debt or equity financing or a combination of these for the purpose of financing its proposed Qualifying Transaction. The 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.

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Criteria for the Qualifying Transaction

The Corporation will consider acquisitions of assets or businesses operated or located both inside and outside of Canada, as permitted by the CPC Policy. All potential acquisitions will be screened initially by management of the Corporation to determine their economic viability.

The board of directors will examine proposed acquisitions having regard to sound business fundamentals and to the expertise and experience of the directors. 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.

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 in the Corporation’s Common Shares until the filing requirements of the Exchange have been satisfied as set forth under “ Trading Halts, Suspensions 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. Where the proposed Qualifying Transaction is a Non-Arm’s Length Qualifying Transaction, the Corporation must obtain Majority of the Minority Approval of the Qualifying Transaction. Where the proposed Qualifying Transaction is not a Non-Arm’s Length Qualifying Transaction, the Exchange will not require the Corporation to obtain Shareholder approval of the Qualifying Transaction provided that it files the CPC Filing Statement or a Prospectus.

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

(a) where Shareholder approval of the Qualifying Transaction is not required, the Corporation must file the final CPC Filing Statement or Prospectus on SEDAR at least seven business days prior to; or
(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;
(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 of the Exchange or a Participating Organization of the Toronto Stock Exchange, 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) in the case of a Non Arm’s Length Qualifying Transaction, confirmation of Majority of the Minority Approval of the Qualifying Transaction;
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(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 and the restrictions in the CPC Policy precluding the Corporation from completing a reverse takeover for a period of one year from the Completion of the Qualifying Transaction.

Initial Listing Requirements

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, Suspensions and Delisting

The Exchange will generally halt trading in the Common Shares from the date of the public announcement of a Qualifying Transaction Agreement until all 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 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, 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 Corporation or its remaining assets in some other manner. See “ Filings and Shareholder Approval of a Non Arm’s Length Qualifying Transaction ”.

Refusal of Qualifying Transaction

The Exchange, in its sole discretion, may not accept the 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 the Qualifying Transaction, there is any other reason for denying acceptance of the Qualifying Transaction.
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USE OF PROCEEDS

Proceeds and Principal Purposes

The aggregate gross proceeds to be received by the Corporation from the sale of all the Common Shares offered by this prospectus will be $500,000 if the Maximum Offering is completed ($300,000 if the Minimum Offering is completed). The gross proceeds received by the Corporation from the sale of 10,000,000 Common Shares prior to the date of this prospectus was $500,000. Assuming the Offering is completed, from the aggregate gross proceeds will be deducted the expenses and costs of this issue estimated in the aggregate, including legal, accounting, printing, regulatory fees, the Corporate Finance Fee, and the Agent’s commission, to be approximately $144,000 if the Maximum Offering is completed ($126,000 if the Minimum Offering is completed).

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:

Principal Uses	Minimum Offering	Maximum Offering
Gross cash proceeds received by the Corporation from the sale of Common Shares prior to this Offering(1)	$500,000	$500,000
Less: Expenses and costs relating to raising the cash proceeds referred to in (a) above	$15,000	$15,000
Plus: Gross cash proceeds to be raised by the Corporation from the sale of the Common Shares distributed pursuant to this Offering(2)	$300,000	$500,000
Less: Expenses and costs relating to the Offering (including listing fees, Agent’s commission, Corporate Finance Fee, legal fees, audit fees and expenses), incurred to date and expected to be incurred	$126,000	$144,000
Estimated funds available on completion of the Offering(3)(4)	$659,000	$841,000
Funds available for identifying and evaluating assets or business prospects	$609,000	$791,000
Estimated general and administrative expenses until Completion of the QualifyingTransaction	$50,000	$50,000

Notes:

(1) See “ Prior Sales ”.
(2) Includes listing and filing fees, the Corporation’s legal and audit fees, Agent’s commission, Corporate Finance Fee plus taxes payable on the Corporate Finance Fee, Agent’s legal fees and printing expenses.
(3) In the event, and to the extent, the Agent exercises the Agent’s Warrants, there will be available to the Corporation up to an additional $45,000 in the event the Maximum Offering is completed ($27,000 in the event the Minimum Offering is completed). There is no assurance that the foregoing warrants will be exercised.
(4) In the event that the Corporation enters into an Agreement in Principle prior to spending all of the funds available to it on identifying and evaluating assets or businesses, the remaining funds may be used to finance or partially finance the acquisition of 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 any 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.

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Permitted Use of Funds

Until the Completion of the Qualifying Transaction and except as otherwise specifically provided by the CPC Policy and described in “ Prohibited Payments to Non-Arm’s Length Parties ”, “ Private Placements for Cash ,” and “ Finder’s Fees ”, 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 assets or businesses 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

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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.

Prohibited Payments to Non Arm’s Length Parties

Except as described under “ Options to Purchase Securities ”, “ Permitted Use of Funds ” and “ Finder’s Fees ”, 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 to 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 by any other Person after the Completion of the Qualifying Transaction if such payment relates to services rendered or obligations incurred before 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 Funds ”.

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 Warrants. Subject to

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certain limited exceptions, any Common Shares issued pursuant to the private placement to Non-Arm’s Length Parties to the Corporation and to Principals of the Resulting Issuer will be subject to escrow.

Finders’ 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.

PLAN OF DISTRIBUTION

Agency Agreement and Agent’s Compensation

Pursuant to the Agency Agreement between the Corporation and the Agent, the Corporation has appointed the Agent as its agent to offer for sale, on a “commercially reasonable efforts” agency basis to the public, of a minimum of 3,000,000 Common Shares and a maximum of 5,000,000 Common Shares as provided for in this prospectus, at a price of $0.10 per Common Share, for gross proceeds of up to $500,000 in the event of the Maximum Offering ($300,000 in the event of the Minimum Offering), subject to the terms and conditions in the Agency Agreement. The Agent will receive a cash commission of 9.0% of the aggregate gross proceeds from the sale of Common Shares. In addition, the Corporation will pay to the Agent the Corporate Finance Fee in the amount of $10,000 (exclusive of applicable taxes). The Corporation will also pay the Agent’s expenses, including reasonable legal fees up to a maximum of $12,500, plus applicable taxes and disbursements.

The Corporation has also agreed to grant to the Agent the Agent’s Warrants to purchase up to 450,000 Common Shares in the event of the Maximum Offering (270,000 in the event of the Minimum Offering), representing 9.0% of the total number of Common Shares sold to the public pursuant to the Offering at an exercise price of $0.10 per Agent’s Warrant, which may be exercised for a period of 60 months from the closing of the Offering. The Agent’s Warrants are qualified under this prospectus. Not more than 50% of the Common Shares received on the exercise of the Agent’s Warrants may be sold by the holders thereof 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 its 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.

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Pursuant to the Agency Agreement, the Corporation will grant the Agent a five (5) day right to participate as an agent or underwriter, with a minimum 20% syndicate position, in any financing transaction requiring an agent or underwriter, whether debt or equity, the Corporation may undertake for a period commencing on the closing date of the Offering until the date that is the later of: (i) twenty four months from the closing date of the Offering; and (ii) the date of the closing of the Corporation’s Qualifying Transaction.

Commercially Reasonable Efforts Offering and Minimum Distribution

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 but is not obligated to do so. 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 or upon the occurrence of certain events stated in the Agency Agreement.

The Offering consists of a minimum of 3,000,000 Common Shares and a maximum of 5,000,000 Common shares for total gross proceeds of a minimum of $300,000 and a maximum of $500,000. Under the CPC Policy, 75%, or 2,250,000 Common Shares if the Minimum Offering is subscribed for and 3,750,000 Common Shares if the Maximum Offering is subscribed for, 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 2.0% of the total number of Common Shares offered under this prospectus, being 45,000 Common Shares ($4,500) if the Minimum Offering is subscribed for and 75,000 Common Shares ($7,500) if the Maximum Offering is subscribed for; and
(b) the maximum number of Common Shares that may be directly or indirectly purchased by any one purchaser, together with that purchaser’s Associates and Affiliates is 4.0% of the total number of Common Shares offered under this prospectus, being 90,000 Common Shares ($9,000) if the Minimum Offering is subscribed for and 150,000 Common Shares ($15,000) if the Maximum Offering is subscribed for.

The funds received from the Offering will be deposited with the Agent, and will not be released until minimum proceeds of $300,000 have been deposited. The total subscription must be raised within 90 days of the date a receipt for this prospectus is issued, or such other time as may be consented to by persons or companies who subscribed during 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 CPC Stock Options to purchase 1,300,000 Common Shares in the event the Minimum Offering is completed and 1,500,000 Common shares in the event the Maximum Offering is completed, to directors and officers in accordance with the policies of the Exchange, which CPC Stock Options are qualified for distribution under this prospectus.

Determination of Price

The offering price of the Common Shares offered hereunder was determined by negotiation between the Corporation and the Agent.

Listing Application

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Subscriptions by and Restrictions on the Agent

All subscriptions by any member of the Aggregate Pro Group are subject to the applicable client priority rules and the general rule of the CPC Policy that no purchaser can: (i) directly or indirectly purchase more than 2% of 75% of the total Common Shares offered under this prospectus; and (ii) together with any Associates or Affiliates purchase more than 4% of 75% of the total Common Shares offered under this prospectus. Any Common Shares issued to any member of the Aggregate Pro Group prior to the date of this prospectus are being held in escrow pursuant to the CPC Policy.

Until Completion of the Qualifying Transaction, the aggregate number of Common Shares permitted to be owned directly or indirectly by the Aggregate Pro Group, including participants referred to above, is 20% of the issued and outstanding Common Shares exclusive of Common Shares reserved for issuance at a future date. The Exchange will require that any securities issued to the Pro Group in connection with or in contemplation of the Qualifying Transaction will be required to be subject to a four month Exchange hold period and the securities certificate(s) legended accordingly, as prescribed by Exchange Policy 3.2 “Filing Requirements and Continuous Disclosure”. Such participants are permitted to subscribe for Common Shares pursuant to the Offering, subject to (i) compliance with any applicable client priority rules, and (ii) the restrictions applicable to all purchasers under the Offering described under “ Plan of Distribution ”.

Venture Issuers

Restrictions on Trading

Other than the initial public offering of the Common Shares pursuant to this prospectus and the grant of the Agent’s Warrants and CPC Stock Options, no securities of the Corporation will be permitted to be issued during the period between the date a receipt for the preliminary prospectus is issued by the securities commission that is designated the principal regulator pursuant to MI 11-102 and NP 11-202 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 THE SECURITIES DISTRIBUTED

The Corporation is authorized to issue an unlimited number of Common Shares without nominal or par value of which, as at the date hereof, 10,000,000 Common Shares are issued and outstanding as fully paid and non-assessable. A maximum of 450,000 Common Shares underlying the Agent’s Warrants will be issuable upon exercise of the Agent’s Warrants. See “ Plan of Distribution ”.

The holders of Common Shares are entitled to dividends, if, as and when declared by the board of directors, to notice of, attend and one vote per share at, meetings of the shareholders of the Corporation and, upon liquidation, subject to the rights, privileges, restrictions and conditions attaching to any other class of shares of the Corporation, to share on a pro-rata basis according to the number of Common Shares held in the remaining property of the Corporation. All Common Shares outstanding after completion of the Offering will be fully paid and non-assessable.

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CAPITALIZATION

Designation of Security	Amount Authorized	Amount outstanding as of as of the date of the most recent balance sheet contained in the Prospectus(1)(6)	Amount Outstanding as of the date hereof, before giving effect to the Offering	Amount outstanding after giving effect to the Offering	Amount outstanding after giving effect to the Offering
				Minimum Offering(2)(3)	Maximum Offering(4)(5)
Common Shares	Unlimited	$500,000 (10,000,000 Common Shares)	$500,000 (10,000,000 Common Shares)	$800,000 (13,000,000 Common Shares)	$1,000,000 (15,000,000 Common Shares)

Notes:

(1) As of the date of the most recent balance sheet contained in the prospectus, the Corporation had not commenced commercial operations or actively searching for a business of merit.
(2) Assuming completion of the Minimum Offering, the Corporation will grant to the Agent 270,000 Agent’s Warrants, exercisable to acquire 270,000 Agent’s Shares at a price of $0.10 per Agent’s Share for 60 months following the closing of the Offering.
(3) Assuming completion of the Minimum Offering, $800,000 represents the gross proceeds of the Offering and prior sales of Common Shares without the deduction of related expenses of the Offering or the Agent’s Commission. See “ Use of Proceeds ” and “ Plan of Distribution ”.
(4) Assuming completion of the Maximum Offering, the Corporation will grant to the Agent 450,000 Agent’s Warrants, exercisable to acquire 450,000 Agent’s Shares at a price of $0.10 per Agent’s Share for 60 months following the closing of the Offering.
(5) Assuming completion of the Maximum Offering, $1,000,000 represents the gross proceeds of the Offering and prior sales of Common Shares without the deduction of related expenses of the Offering or the Agent’s Commission. See “ Use of Proceeds ” and “ Plan of Distribution ”.
(6) Excludes 1,300,000 CPC Stock Options assuming completion of the Minimum Offering and 1,500,000 CPC Stock Options assuming completed of the Maximum Offering with an expiry date of ten (10) years from the date the Common Shares are listed on the Exchange. See “ CPC Stock Options ”.

CPC STOCK OPTIONS

The Corporation has adopted an incentive stock option plan (the “ Option Plan ”). On closing of the Offering, the Corporation will grant up to 1,500,000 CPC Stock Options at an exercise price of $0.10 per Common Share (each an “ Option Share ”) pursuant to the terms of the Option Plan and will have outstanding the following CPC Stock Options to purchase Common Shares:

Name of Optionee	Minimum Offering	Maximum Offering	Exercise Price	Expiry Date
Arinder Mahal(1) Dushan Batrovic Pardeep Sangha(2) Raj Dewan Thomas Astle TOTAL	455,000 325,000 260,000 130,000 130,000 1,300,000	525,000 375,000 300,000 150,000 150,000 1,500,000	$0.10 $0.10 $0.10 $0.10 $0.10	10 years from date of grant 10 years from date of grant 10 years from date of grant 10 years from date of grant 10 years from date of grant

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Notes:

(1) The registered owner of the CPC Stock Options is Antera Inc., a company owned by Arinder Mahal, the chief executive officer and a director of the Corporation.
(2) The registered owner of the CPC Stock Options is Angad Capital Inc. a company owned by Pardeep Sangha, a director of the Corporation.

The CPC Stock Options to purchase up to 1,500,000 Common Shares to be granted after the closing of this Offering to directors and officers are qualified for distribution pursuant to this prospectus.

The Board of Directors of the Corporation may from time to time, in its discretion, and in accordance with the Exchange requirements, grant to directors, officers and technical consultants to the Corporation and Eligible Charitable Organizations non-transferable CPC Stock Options to purchase Common Shares, provided that the number of Common Shares reserved for issuance will not exceed 10% of the Common Shares of the Corporation issued and outstanding as at the date of grant of any CPC Stock Option, and that the exercise period does not exceed 10 years from the date of grant.

The number of Common Shares issuable to any individual director or officer will not exceed five percent (5%) of the issued and outstanding Common Shares of the Corporation as at the date of grant of the CPC Stock Option.

The number of Common Shares issuable at any given time to all technical consultants in aggregate will not exceed two percent (2%) of the issued and outstanding Common Shares of the Corporation as at the date of grant of any CPC Stock Option.

The number of Common Shares issuable at any given time to Eligible Charitable Organizations in aggregate will not exceed one percent (1%) of the issued and outstanding Common Shares of the Corporation as at the date of grant of any CPC Stock Option.

The term of a CPC Stock Option must 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 CPC Stock Option.

All CPC Stock Options and Common Shares issued prior to the date of the Final QT Exchange Bulletin pursuant to the exercise of CPC Stock Options are subject to escrow under the CPC Escrow Agreement. In addition, all Common Shares issued on or after the date of the Final QT Exchange Bulletin pursuant to the exercise of CPC 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 CPC Escrow Agreement. For further details of the escrow requirements and release provisions, see Escrow Securities .

PRIOR SALES

Since the date of incorporation of the Corporation, 10,000,001 Common Shares have been issued and 10,000,000 Common Shares are currently outstanding as follows.

Date January5,2021 February3,2021	Number of Common Shares 1(1) 10,000,000	Issue Price per Share $1.00 $0.05	Aggregate Issue Price $1.00 $500,000	Consideration Received
				Cash
				Cash

Notes:

(1) Initial incorporator’s share, which was subsequently repurchased by the Corporation.

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ESCROWED SECURITIES

All of the 10,000,000 outstanding Common Shares issued prior to the Offering at a price below $0.10 per Common Share and all Common Shares that may be acquired 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, all Common Shares issued to members of the Aggregate Pro Group below $0.10 per Common Share, and all CPC Stock Options will be deposited with Odyssey, as escrow agent, under the Escrow Agreement.

All CPC Stock Options and all Common Shares issued prior to the date of the Final QT Exchange Bulletin pursuant to the exercise of CPC Stock Options are subject to escrow under the CPC Escrow Agreement. In addition, all Common Shares issued on or after the date of the Final QT Exchange Bulletin pursuant to the exercise of CPC 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 CPC Escrow Agreement

Subject to certain exemptions permitted by the Exchange, all securities of the Corporation held by Principals of the Resulting Issuer will also be escrowed.

Notwithstanding the foregoing, Common Shares acquired by Principals of the Corporation or Principals of the Resulting Issuer pursuant to a private placement will not be subject to escrow provided that various conditions, as set forth in the CPC Policy, are met.

The following table sets out, as at the date hereof, the number of Common Shares of the Corporation and CPC Stock Options, which are held in escrow.

Name and Municipality of Residence of Shareholder Angad Capital Inc. (2) Surrey, British Columbia Chopra Family Trust Georgetown, Ontario Roger Dent Toronto, Ontario David Doritty Toronto, Ontario Priya Anand Toronto, Ontario	Common Shares 900,000 300,000 500,000 500,000 400,000	Number of Common Shares Escrowed (1) 900,000 300,000 500,000 500,000 400,000	Percentage of Common Shares Prior to Giving Effect to the Offering 9.0% 3.0% 5.0% 5.0% 4.0%	Percentage of Common Shares after Giving Effect to the Minimum Offering(1) 6.9% 2.3% 3.8% 3.8% 3.1%	Percentage of Common Shares after Giving Effect to the Maximum Offering(1) 6.0% 2.0% 3.3% 3.3% 2.7%	Number of CPC Stock Options held in escrow(4)
						260,000 (Minimum Offering) 300,000 (Maximum Offering) - - - -

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Name and Municipality of Residence of Shareholder Thomas Astle Aurora, Ontario K. Jessa Medicine Prof Corp. Thornhill, Ontario Pathfinder Asset Management Ltd. Port Moody, British Columbia Dushan Batrovic Georgestown, Ontario Liam Farrell Toronto, Ontario Atmacorp Ltd. Toronto, Ontario Antera Inc.(3) Toronto, Ontario Nicholas Mersch Toronto, Ontario Pankaj Varma North York, Ontario	Common Shares 400,000 400,000 500,000 200,000 300,000 400,000 2,500,000 400,000 200,000	Number of Common Shares Escrowed (1) 400,000 400,000 500,000 200,000 300,000 400,000 2,500,000 400,000 200,000	Percentage of Common Shares Prior to Giving Effect to the Offering 4.0% 4.0% 5.0% 2.0% 3.0% 4.0% 25.0% 4.0% 2.0%	Percentage of Common Shares after Giving Effect to the Minimum Offering(1) 3.1% 3.1% 3.8% 1.5% 2.3% 3.1% 19.2% 3.1% 1.5%	Percentage of Common Shares after Giving Effect to the Maximum Offering(1) 2.7% 2.7% 3.3% 1.3% 2.0% 2.7% 16.7% 2.7% 1.3%	Number of CPC Stock Options held in escrow(4)
						130,000 (Minimum Offering) 150,000 (Maximum Offering) - - 325,000 (Minimum Offering) 375,000 (Maximum Offering) - - 455,000 (Minimum Offering) 525,000 (Maximum Offering) - -

25 -

Name and Municipality of Residence of Shareholder Synoptim Advisory Corp.(3) Mississauga, Ontario Lora Tso Vancouver, British Columbia Rajeev Dewan Toronto, Ontario Information Solutions Group Inc. Richmond Hill, Ontario Impactreneur Capital Corp. Vancouver, British Columbia	Common Shares 700,000 200,000 400,000 200,000 600,000	Number of Common Shares Escrowed (1) 700,000 200,000 400,000 200,000 600,000	Percentage of Common Shares Prior to Giving Effect to the Offering 7.0% 2.0% 4.0% 2.0% 6.0%	Percentage of Common Shares after Giving Effect to the Minimum Offering(1) 5.4% 1.5% 3.1% 1.5% 4.6%	Percentage of Common Shares after Giving Effect to the Maximum Offering(1) 4.7% 1.3% 2.7% 1.3% 4.0%	Number of CPC Stock Options held in escrow(4) - - 130,000 (Minimum Offering) 150,000 (Maximum Offering) - -
Total	10,000,000	10,000,000	100.0%	100.0%	100.0%	1,300,000 (Minimum Offering) 1,500,000 (Maximum Offering)

Notes:

(1) Before giving effect to the exercise of the Agent’s Warrants and CPC Stock Options and assuming that no Common Shares are purchased by these persons under the Offering.

(2) Pardeep Sangha, a Director of the Corporation, holds all of the issued and outstanding shares of Angad Capital Inc.

(3) Antera Inc. is wholly owned by Arinder Mahal, Chief Executive Officer and a Director of the Corporation and Synoptim Advisory Corp.’s ownership is as follows: Arinder Mahal: 41%; Mahal Family Trust: 39%; and Baljeet Takhar: 20%.

(4) Assuming that a total of 1,300,000 CPC Stock Options will be held in escrow in the event of the Minimum Offering being completed and 1,500,000 CPC Stock Options will be held in escrow in the event of the Maximum Offering being completed. See CPC Stock Options.

Where the Common Shares 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 CPC Escrow Agreement, has agreed, or will agree, not to carry out any transactions during the currency of the CPC 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

26 -

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 CPC Escrow Agreement:

(a) all CPC Stock Options granted prior to the date of the Final QT Exchange Bulletin and all Common Shares that were issued pursuant to the exercise of such CPC Stock Options prior to the date of the Final QT Exchange Bulletin will be released from escrow on the date of the Final QT Exchange Bulletin, other than CPC 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 CPC Stock Options which will be released from escrow in accordance with (b);
(b) except for the CPC Stock Options and Common Shares issued pursuant to the exercise of such CPC Stock Options that are released from escrow on the date of the Final QT 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	Percentage to be Released
Date of Final QT Exchange Bulletin	25%
Date 6 months following Final QT Exchange Bulletin	25%
Date 12 months following Final QT Exchange Bulletin	25%
Date 18 months following Final QT Exchange Bulletin	25%
Total	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 QT Exchange Bulletin is not issued, the escrowed Common Shares will not be released. Under the CPC Escrow Agreement, upon the issuance by the Exchange of a Bulletin delisting the Corporation, Odyssey 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 CPC 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.

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PRINCIPAL SHAREHOLDERS

The following table lists those persons who own of record or who are known to the Corporation as at the date hereof to own beneficially, directly or indirectly, more than 10% of the issued and outstanding Common Shares of the Corporation, or exercises control or direction over, more than 10% of the issued and outstanding Common Shares of the Corporation:

Name and Municipality of Residence of Shareholder Arinder Mahal (2) Toronto, Ontario	Type of Ownership Beneficial	Number of Common Shares 3,200,000	Percentage of Common Shares Owned Prior to the Offering 32.0%	Percentage of Common Shares Owned after the Minimum Offering(1)(3) 24.6%	Percentage of Common Shares Owned after the Maximum Offering(1)(3) 21.3%
Total		3,200,000	32.0%	24.6%	21.3%

Notes:

(1) Before giving effect to the exercise of the Agent’s Warrants and CPC Stock Options and assuming that no Common Shares are purchased by these persons under the Offering.

(2) Arinder Mahal holds 2,500,000 shares of the Corporation through Antera Inc. and 700,000 shares of the Corporation through Synoptim Advisory Corp., each of which is beneficially owned by Mr. Mahal.

(3) Assuming the exercise of all the Agent’s Warrants and all of the CPC Stock Options to be granted to the directors and officers of the Corporation pursuant to the Option Plan, Mr. Mahal would beneficially own 25.1% of the Common Shares after giving effect to the Minimum Offering and 22.0% of the Common Shares after giving effect to the Maximum Offering.

OFFICERS, DIRECTORS AND PROMOTERS

The following is a list of the current directors, officers and promoters of the Corporation, their municipalities of residence, their current positions with the Corporation, and the number of shares of the Corporation beneficially owned, directly or indirectly, or over which control or direction is exercised:

				Percentage	Percentage	Percentage
				of	of	of
				Common	Common	Common
				Shares	Shares	Shares
	Positions			Owned	Owned	Owned
Name and	and	Principal	Number of	Prior to	After the	After the
Municipality of	Offices	Occupation in the	Common	the	Minimum	Maximum
Residence	Held	last five years (4)	Shares	Offering	Offering(1)	Offering(1)
Arinder S.	Chief	CEO, Antera Inc.	3,200,000(3)	32.0%	24.6%	21.3%
Mahal(2)	Executive	(January 2018 to
Mississauga, Ontario	Officer, Director and	present), CEO, Synoptim Advisory Corp.
	Promoter	(December 2013 to
		present), Managing
		Director, Echelon
		Wealth Partners Inc.
		(May 2017 to April
		2018)

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Raj Dewan	Corporate	Partner, McMillan	400,000	4.0%	3.1%	2.7%
Richmond Hill,	Secretary	LLP (July 2016 to
Ontario	and	present), Senior
	Director	Associate/Partner,
		WeirFoulds LLP
		(April 2010 to July
		2016)
Dushan Batrovic	Chief	Managing Director,	200,000	2.0%	1.5%	1.3%
Georgetown, Ontario	Financial Officer and	Antera Inc. (2019 to present), CFO,
	Director	Baanto International
		Limited (June 2015 to
		June 2019), VP,
		Business
		Development,
		Bluedrop
		Performance
		Learning (June 2015
		toMay2016)
Pardeep Sangha	Director	President, Angad	900,000	9.0%	6.9%	6.0%
(2)		Capital Inc., (April
Surrey, British Columbia		2019 to present) VP Strategy &
		Investor Relations,
		WELL Health
		Technologies Corp.
		(April 2019 to
		present)
		Senior Technology
		Analyst, Haywood
		Securities Inc.
		(September 2015 to
		April 2019)
Thomas Astle	Director	Director, Longevity	400,000(5)	4.0%	3.1%	2.7%
Aurora, Ontario		Funds International
		Inc. (February 2020
		to present)
		Partner, Longevity
		Funds International
		Inc. (April 2019 to
		present)
		Chief Investment
		Officer, Difference
		Capital Financial Inc.
		(April 2013 to
		April 2019)

Notes:

(1) Before giving effect to the exercise of the Agent’s Warrants and CPC Stock Options and assuming that no Common Shares are purchased by these persons under the Offering.

(2) Member of the audit committee .

(3) Arinder Mahal holds 2,500,000 shares of the Corporation through Antera Inc. and 700,000 shares of the Corporation through Synoptim Advisory Corp., each of which is beneficially owned by Mr. Mahal.

(4) Pardeep Sangha holds all of his shares of the Corporation through Angad Capital Inc., a company owned by Mr. Sangha .

(5) See “ Officers, Directors and Promoters ” for additional information regarding the principal occupations of the Corporation’s directors and officers.

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As of the date of this prospectus, the directors and officers of the Corporation, as a group, beneficially owned, directly or indirectly, or exercised control or direction over 5,100,000 Common Shares representing approximately 51.0% of the issued and outstanding Common Shares prior to completion of the Offering. The promoter of the Corporation beneficially owned, directly or indirectly, or exercised control or direction over 3,200,000 Common Shares representing approximately 32.0% of the issued and outstanding Common Shares prior to completion of the Offering.

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.

Each of the officers and directors will devote the time considered necessary to perform the work required in connection with the management and direction of the Corporation and Completion of the Qualifying Transaction.

Pursuant to the provisions of the Business Corporations Act (British Columbia), the Corporation is required to have an audit committee. The general function of the audit committee is to review the overall audit plan and the Corporation’s system of internal controls, to review the results of the external audit and to resolve any potential dispute with the Corporation’s auditor. The audit committee of the Corporation currently consists of Arinder Mahal, Thomas Astle and Pardeep Sangha. Pardeep Sangha is chair of the audit committee.

Arinder Mahal , Age 52 , Chief Executive Officer and Director

Arinder is currently the CEO of Antera Inc., a technology focused merchant bank based in Toronto. He is also a current board member of NanoXplore Inc. (GRA-TSXV) and Wishpond Technologies Ltd. (WISH TSXV). Arinder has a range of experience in the tech industry spanning a wide range of roles, including leading the technology investment banking teams at Echelon Wealth Partners Inc. and Dundee Securities Inc. where he executed both financings and M&A projects. Before entering capital markets, he founded and led Synoptim Technologies Corp., a software company. Prior to that, he was a Senior Manager with Deloitte Consulting. Arinder has a Bachelor of Engineering, MBA, and a CFA.

Dushan Batrovic , Age 44 , Chief Financial Officer and Director

Dushan has experience in the financial services and technology industries, having worked in research, merchant banking and venture capital. Dushan is currently Managing Director of Antera Inc., a technology-focused venture capital and merchant banking company. Previously, Dushan was CFO of Antera Ventures I Corp, a capital pool company. Previously, Dushan was CFO of Baanto International, a privately held technology company. Prior to joining Baanto, Dushan was a VP at Difference Capital where he evaluated investments in technology companies. Additionally, Dushan has worked with 4Front Capital Partners, Dundee Securities and Canaccord Capital. Dushan holds a Bachelor of Applied Science and an MBA with the University of Toronto.

Raj Dewan , Age 48 , Corporate Secretary and Director

Rajeev (Raj) Dewan is a partner in the Capital Markets and M&A group at McMillan LLP, a business law firm. Raj advises on all facets of corporate and securities law, with a particular emphasis on structuring financings and acquisitions. Mr. Dewan holds a Bachelor of Arts degree from the University of Toronto, a Bachelor of Law degree from York University and a Certificate in Islamic Finance from the Rotman School of Management at the University of Toronto.

Pardeep Sangha , Age 51 , Director

Pardeep Sangha is currently the President of Angad Capital, a capital markets advisory firm which he founded in 2019 after his career as a technology sector analyst focussed on small cap technology companies. Pardeep previously spent over three years as the Senior Technology Analyst at Haywood Securities and eight years as a technology analyst at PI Financial Corp. in Vancouver. Prior to his analyst career, Pardeep gained seven years of Venture Capital investing

30 -

experience at Ventures West. Pardeep completed both his bachelor’s degree in Electrical Engineering and MBA at the University of British Columbia.

Thomas Astle, Age 60 , Director

Thomas Astle is currently a Director with Longevity Funds International Inc. a developer of investment products. Prior to this he was the Chief Investment Officer of Difference Capital Financial Inc., a Toronto Stock Exchange listed strategic investment company. He brings years of experience in equity research and has been an analyst for most of his career. Prior to working for Difference Capital Financial Inc., Tom ran research departments for 6 years at Byron Capital Markets Inc. and Dundee Securities Inc. He holds CFA, P.Eng. and ICD.D designations.

Other Reporting Issuer Experience

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

Name of Director or Officer Raj Dewan Arinder Mahal Dushan Batrovic	Name of Reporting Issuer Betteru Education Corp. Victory Capital Corp. Wishpond Technologies Ltd. (formerly Antera Ventures I Corp.) ESE Entertainment Inc. BYT Holdings Ltd. (formerly, SLE Synergy Ltd.) NanoXplore Inc. Wishpond Technologies Ltd. (formerly Antera Ventures I Corp.) Wishpond Technologies Ltd. (formerly Antera	Name of Exchange TSX Venture Exchange TSX Venture Exchange TSX Venture Exchange TSX Venture Exchange Canadian Securities Exchange TSX Venture Exchange TSX Venture Exchange TSX Venture Exchange	Position Director Director and Corporate Secretary Director and Corporate Secretary Director Corporate Secretary Director Director CFO	Term
				July 2017 to May 2020 September 2016 to present December 2018 to December 2020 August 2020 to present May 2020 to present November 2018 to present December 2018 to present December 2018 to December 2020

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		Ventures I
		Corp.)
Pardeep	Sangha	Alpha Cognition Inc.	TSX Venture	Director	July 2019 to March 2021
			Exchange
Thomas	Astle	PESA	Unlisted	Director	December 2012 to
		Corporation			present
		BPLI Holdings	TSX	Director	May 2015 to
		Inc.	Venture		present
			Exchange
			(de-listed)
		Mogo Inc.	Toronto	Chief	April 2013 to
		(formerly	Stock	Investment	April 2019
		Difference	Exchange	Officer
		Capital
		Financial Inc.)

Corporate Cease Trade Orders or Bankruptcies

Except as disclosed herein, no director, officer, promoter or Insider of the Corporation, or any shareholder holding a sufficient number of securities of the Corporation to affect materially the control of the Corporation is or has within the 10 years before the date of the Prospectus been a director, officer, Insider or Promoter of any other Issuer that, while such person was acting in that capacity, was the subject of a cease trade or similar order or an order that denied the Issuer access to any exemptions under applicable securities legislation for a period of more than 30 consecutive days or 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.

While Raj Dewan was a director of betterUEducation Corp. (“ betterU ”), on October 3, 2019, betterU was issued a cease trade order by the Ontario Securities Commission for betterU’s failure to file its audited annual financial statements for the period ended March 31, 2019 (the “ March Financial Statements ”). On October 23, 2019, the cease trade order was revoked as betterU completed the filing of its March Financial Statements.

Penalties or Sanctions

No director, officer, promoter or Insider of the Corporation, or any shareholder holding a sufficient number of securities of the Corporation to affect materially the control of the Corporation has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by any securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or has been subject to any other penalties or sanctions imposed by a court or regulatory body or self-regulatory authority that would be likely to be considered important to a reasonable investor making an investment decision.

Bankruptcies

No director, officer, promoter or Insider of the Corporation, or any shareholder holding a sufficient number of securities of the Corporation to affect materially the control of the Corporation, or a personal holding company of any such persons, has, within the 10 years preceding the date of this 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.

32 -

Conflicts of Interest

There are potential conflicts of interest to which some of the directors, officers, promoters and Insiders of the Corporation may be subject in connection with the operations of the Corporation. Some of the directors, officers, insiders and promoters are engaged in and will continue to 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 some or all of the directors, officers, insiders and promoters will be in direct competition with the Corporation. Conflicts, if any, will be subject to the procedures and remedies as provided under Business Corporations Act (British Columbia).

AUDIT COMMITTEE

The following information of the Corporation is disclosed in accordance with National Instrument 52-110 – Audit Committees (“ NI 52-110 ”).

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 “A”. See Schedule “A” – Audit Committee Charter .

Composition of 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 further 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 Audit Committee currently consists of Arinder Mahal, Thomas Astle and Pardeep Sangha. Pardeep Sangha acts as chairman of the Audit Committee. Each member of the Audit Committee is financially literate, with Thomas Astle and Pardeep Sangha comprising its independent members.

The Issuer is a “venture issuer” for the purposes of NI 52-110. The Issuer is therefore relying on the exemption set out in Section 6.1 of NI 52-110 in respect of Part 3 ( Composition of the Audit Committee ) thereof, that would otherwise require, subject to certain exceptions, that all members of the audit committee be independent.

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). See “ Directors, Officers and Promoters ” and “ Other Reporting Issuer Experience ”.

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
33 -

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.

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.

Reliance on Certain Exemptions

Since incorporation, the Corporation has not relied on certain exemptions set out in NI 52-110, namely section 2.4 (De Minimus Non-audit Services), subsection 6.1.1(4) (Circumstance Affecting the Business or Operations of the Venture Issuer), subsection 6.1.1(5) (Events Outside Control of Member), subsection 6.1.1(6) (Death, Incapacity or Resignation), and any exemption, in whole or in part, in Part 8 (Exemptions).

Pre-Approval Policies and Procedures

The Audit Committee has not adopted formal policies and procedures for the engagement of non-audit services. Subject to the requirements of the NI 52-110, the engagement of non-audit services is considered by, as applicable, the board of directors of the Corporation and the Audit Committee, on a case by case basis.

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 January 5, 2021 (date of incorporation) to the date of this Prospectus	Audit Fees(1)	Audit-Related Fees (2)	Audit-Related Fees (3)	All Other Fees(4)
	$12,500	Nil.	Nil.	Nil.

Notes:

(1) “Audit fees” include aggregate fees billed by the Corporation’s external auditor since incorporation of the Corporation.

(2) “Audited related fees” include 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 reported under “Audit fees” above. The services provided include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

(3) “Tax fees” include the aggregate fees billed since incorporation of the Corporation for professional services rendered by the Corporation's external auditor for tax compliance, tax advice and tax planning. The services provided include tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.

(4) “All other fees” include the aggregate fees billed since incorporation of the Corporation for products and services provided by the Corporation's external auditor, other than “Audit fees”, “Audit related fees” and “Tax fees” above.

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 to 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 CPC Stock Options as described in “ Options to Purchase Securities ”;
(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
34 -
(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.

DILUTION

Purchasers of Common Shares under this prospectus will suffer an immediate dilution of approximately $0.0333 per Common Share or 33.3% in the event the Maximum Offering is completed on the basis of there being 15,000,000 Common Shares issued and outstanding following the completion of the Maximum Offering ($0.0385 per Common Share or 38.5% in the event the Minimum Offering on the basis of there being 13,000,000 Common Shares issued and outstanding following completion of the Minimum Offering). 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, as set forth below:

Gross proceeds of prior share issues Gross proceeds of the Offering Total gross proceeds after the Offering Offering price per share Gross proceeds per share after the Offering Dilution per share to subscriber Percentage of dilution in relation to offering price	Minimum Offering Maximum Offering $500,000 $500,000 $300,000 $500,000
	$800,000 $1,000,000
	$0.10 $0.10 $0.0615 $0.0667
	$0.0385 $0.0333
	38.5% 33.3%

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 following are risk factors associated with the Corporation:

(a) the Corporation was only recently incorporated, has not commenced commercial operations and has no assets other than cash. It has no history of earnings, and shall not generate earnings or pay dividends until at least after Completion of the Qualifying Transaction;
(b) investment in the Common Shares offered by the prospectus is highly speculative given the proposed nature of the Corporation’s business and present stage of development;
(c) 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;
(d) assuming completion of the Offering, an investor will suffer an immediate dilution to its investment of up to approximately $0.0385 or 38.5% per Common Share;
(e) there can be no assurance that an active and liquid market for the Corporation’s Common Shares will develop and an investor may find it difficult to resell its Common Shares;
(f) 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;
35 -
(g) 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;
(h) even if a proposed Qualifying Transaction is identified, there can be no assurance that the Corporation will be able to successfully complete the transaction;
(i) 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 the Minority Approval;
(j) unless the shareholder has the right to dissent and be paid fair value in accordance with applicable corporate or other 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 entitlement to payment by the Corporation of fair value for the Common Shares;
(k) upon public announcement of a proposed Qualifying Transaction, trading in the Common Shares (if listed on the Exchange) will be halted and will remain halted for an indefinite period of time, typically until a Sponsor has been retained and certain preliminary reviews have been conducted. If listed on the Exchange, the Common Shares 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;
(l) trading in the Common Shares 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;
(m) neither the Exchange nor any securities regulatory authority passes upon the merits of the proposed Qualifying Transaction;
(n) in the event that 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;
(o) 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 the investor, which dilution may be significant and which may also result in a change of control of the Corporation;
(p) subject to prior acceptance by the Exchange, the Corporation may be permitted to loan or advance up to an aggregate of $250,000 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; and
(q) the Corporation is relying solely on its past business success of its directors and officers to identify a Qualifying Transaction of merit. The success of the Corporation is dependent upon the efforts and abilities of its management team. The loss of any member of the management team could have a material adverse effect upon the business and prospects of the Corporation. In such event, the Corporation will seek satisfactory replacements but there can be no guarantee that appropriate personnel may be found.

As a result of these factors, the Offering is only suitable to investors who are willing to rely solely on 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 ” and “ Use of Proceeds ”.

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INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Certain directors and officers of the Corporation have acquired Common Shares in the seed capital phase of the Corporation. See “ Principal Shareholders ”.

MATERIAL CONTRACTS

The Corporation has not entered into any contracts material to investors in the Common Shares since the date of incorporation to the date hereof, other than the following:

(a) Agency Agreement dated as of June 24, 2021 between the Corporation and the Agent. See “ Plan of Distribution ”.
(b) Service Agreement dated June 17, 2021 between the Corporation and Odyssey Trust Company for provision of transfer agent and registrar services.

The Escrow Agreement will also be a material contract of the Corporation.

Copies of these agreements will be available for inspection at the registered office of the Corporation located at 1500 – 1055 West Georgia Street, Vancouver, British Columbia, V6E 4N7, 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.

LEGAL PROCEEDINGS

The Corporation is not currently a party to any legal proceedings, nor is the Corporation currently contemplating any legal proceedings. Management of the Corporation is currently not aware of any legal proceedings contemplated against the Corporation.

RELATIONSHIP BETWEEN THE CORPORATION AND THE AGENT

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 agency basis. The only proceeds of the Offering to be received by the Agent 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 Warrants. See “ Plan of Distribution ”.

RELATIONSHIP BETWEEN THE CORPORATION AND PROFESSIONAL PERSONS

Certain legal matters relating to the Offering will be passed upon by McMillan LLP, on behalf of the Corporation, and by Getz Prince Wells LLP, on behalf of the Agent. The partners and associates of McMillan LLP may subscribe pursuant to the Offering. Raj Dewan, corporate secretary and a director of the Corporation, is a partner at McMillan LLP to which legal fees of $40,340 was accrued.

Other than as set forth herein: (a) no Person whose profession or business gives authority to a statement made by such Person and who is named in this prospectus has received or shall receive a direct or indirect interest in the property of the Corporation or any Associate or Affiliate of the Corporation; and (b) as at the date hereof, the aforementioned Persons beneficially own, directly or indirectly, no securities of the Corporation or its Associates and Affiliates. In addition, other than as set forth above, none of the aforementioned Persons nor any director, officer or employee of any of the aforementioned Persons, 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.

37 -

AUDITOR, TRANSFER AGENT AND REGISTRAR

The auditor of the Corporation is MNP LLP. The transfer agent and registrar of the Corporation is Odyssey Trust Company, United Kingdom Building, 323-409 Granville Street, Vancouver, British Columbia V6C 1T2.

DIVIDEND POLICY

To date, the Corporation has not paid any dividends on its outstanding Common Shares. The future payment of dividends will be dependent upon the financial requirements of the Corporation to fund further growth, financial condition of the Corporation and other factors which the board of directors of the Corporation may consider in the circumstances. It is not contemplated that any dividends will be paid in the immediate or foreseeable future.

ELIGIBILITY FOR INVESTMENT

In the opinion of McMillan LLP, counsel to the Corporation, based on the current provisions of the Income Tax Act (Canada) (the “ Act ”), the Common Shares, if, as and when listed on a designated stock exchange (which includes Tiers 1 and 2 of the Exchange), will be qualified investments for a trust governed by a registered retirement savings plan (“ RRSP ”), a registered retirement income fund (“ RRIF ”), a registered education savings plan (“ RESP ”), a deferred profit sharing plan, a registered disability savings plan (“ RDSP ”) or a tax-free savings account (“ TFSA ”) as defined under the Act and the regulations made under that Act.

Notwithstanding that the Common Shares may be a qualified investment for a trust governed by an RRSP, RRIF, TFSA, RDSP or RESP (each, a “ Plan ”), the holder, annuitant or subscriber thereof, as the case may be (the “ Controller ”), will be subject to a penalty tax in respect of Common Shares acquired by a Plan if such Common Shares are a “prohibited investment” (as defined in the Act) for the particular Plan. The Common Shares will not be a prohibited investment for a Plan provided that the Controller (a) deals at arm’s length with the Corporation for purposes of the Act, and (b) does not have a “significant interest” (as defined in the Act) in the Corporation. In addition, the Common Shares will not be a prohibited investment if the Common Shares are “excluded property” (as defined in the Act) for a Plan.

Prospective investors are urged to consult their own tax advisors.

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 the 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.

OTHER MATERIAL FACTS

To management’s knowledge, there are no other material facts about the securities 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 securities being distributed.

FINANCIAL STATEMENTS

Audited Financial Statements of the Corporation for the period from January 5, 2021 (date of incorporation) to March 31, 2021 are attached as Schedule “B”.

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SCHEDULE “A” AUDIT COMMITTEE CHARTER

See attached.

ANTERA VENTURES II CORP. CHARTER OF THE AUDIT COMMITTEE

1. PURPOSE AND PRIMARY RESPONSIBILITY

1.1 This charter sets out the Audit Committee’s purpose, composition, member qualification, member appointment and removal, responsibilities, operations, manner of reporting to the Board of Directors (the “ Board ”) of Antera Ventures II Corp. (the “ Company ”), annual evaluation and compliance with this charter.

1.2 The primary responsibility of the Audit Committee is that of oversight of the financial reporting process on behalf of the Board. This includes oversight responsibility for financial reporting and continuous disclosure, oversight of external audit activities, oversight of financial risk and financial management control, and oversight responsibility for compliance with tax and securities laws and regulations as well as whistle blowing procedures. The Audit Committee is also responsible for the other matters as set out in this charter and/or such other matters as may be directed by the Board from time to time. The Audit Committee should exercise continuous oversight of developments in these areas.

2. MEMBERSHIP

2.1 At least two of the members of the Audit Committee must be independent directors of the Company as defined in sections 1.4 and 1.5 of National Instrument 52-110 – Audit Committees (“ NI 52110 ”), provided that should the Company become listed on a more senior exchange, each member of the Audit Committee will have to be an independent director of the Company.

2.2 The Audit Committee will consist of at least three members, all of whom shall be financially literate, provided that an Audit Committee member who is not financially literate may be appointed to the Audit Committee if such member becomes financially literate within a reasonable period of time following his or her appointment.

2.3 The members of the Audit Committee will be appointed annually (and from time to time thereafter to fill vacancies on the Audit Committee) by the Board. An Audit Committee member may be removed or replaced at any time at the discretion of the Board and will cease to be a member of the Audit Committee on ceasing to be a director.

2.4 The Chair of the Audit Committee will be appointed by the Board.

3. AUTHORITY

3.1 In addition to all authority required to carry out the duties and responsibilities included in this charter, the Audit Committee has specific authority to:

(a) engage, set and pay the compensation for independent counsel and other advisors as it determines necessary to carry out its duties and responsibilities, and any such consultants or professional advisors so retained by the Audit Committee will report directly to the Audit Committee;

(b) communicate directly with management and any internal auditor, and with the external auditor without management involvement; and

(c) incur ordinary administrative expenses that are necessary or appropriate in carrying out its duties, which expenses will be paid for by the Company.

4.

4.1

DUTIES AND RESPONSIBILITIES

The duties and responsibilities of the Audit Committee include:

(a) recommending to the Board the external auditor to be nominated by the Board;

(b) recommending to the Board the compensation of the external auditor to be paid by the Company in connection with (i) preparing and issuing the audit report on the Company’s financial statements, and (ii) performing other audit, review or attestation services;

(c) reviewing the external auditor’s annual audit plan, fee schedule and any related services proposals (including meeting with the external auditor to discuss any deviations from or changes to the original audit plan, as well as to ensure that no management restrictions have been placed on the scope and extent of the audit examinations by the external auditor or the reporting of their findings to the Audit Committee);

(d) overseeing the work of the external auditor;

(e) ensuring that the external auditor is independent by receiving a report annually from the external auditors with respect to their independence, such report to include disclosure of all engagements (and fees related thereto) for non-audit services provided to Company;

(f) ensuring that the external auditor is in good standing with the Canadian Public Accountability Board by receiving, at least annually, a report by the external auditor on the audit firm’s internal quality control processes and procedures, such report to include any material issues raised by the most recent internal quality control review, or peer review, of the firm, or any governmental or professional authorities of the firm within the preceding five years, and any steps taken to deal with such issues;

(g) ensuring that the external auditor meets the rotation requirements for partners and staff assigned to the Company’s annual audit by receiving a report annually from the external auditors setting out the status of each professional with respect to the appropriate regulatory rotation requirements and plans to transition new partners and staff onto the audit engagement as various audit team members’ rotation periods expire;

(h) reviewing and discussing with management and the external auditor the annual audited and quarterly unaudited financial statements and related Management Discussion and Analysis (“ MD&A ”), including the appropriateness of the Company’s accounting policies, disclosures (including material transactions with related parties), reserves, key estimates and judgements (including changes or variations thereto) and obtaining reasonable assurance that the financial statements are presented fairly in accordance with IFRS and the MD&A is in compliance with appropriate regulatory requirements;

(i) reviewing and discussing with management and the external auditor major issues regarding accounting principles and financial statement presentation including any significant changes in the selection or application of accounting principles to be observed in the preparation of the financial statements of the Company and its subsidiaries;

(j) reviewing and discussing with management and the external auditor the external auditor’s written communications to the Audit Committee in accordance with generally accepted auditing standards and other applicable regulatory requirements arising from the annual audit and quarterly review engagements;

(k) reviewing and discussing with management and the external auditor all earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies prior to such information being disclosed;

(l) reviewing the external auditor’s report to the shareholders on the Company’s annual financial statements;

(m) reporting on and recommending to the Board the approval of the annual financial statements and the external auditor’s report on those financial statements, the quarterly unaudited financial statements, and the related MD&A and press releases for such financial statements, prior to the dissemination of these documents to shareholders, regulators, analysts and the public;

(n) satisfying itself on a regular basis through reports from management and related reports, if any, from the external auditors, that adequate procedures are in place for the review of the Company’s disclosure of financial information extracted or derived from the Company’s financial statements that such information is fairly presented;

(o) overseeing the adequacy of the Company’s system of internal accounting controls and obtaining from management and the external auditor summaries and recommendations for improvement of such internal controls and processes, together with reviewing management’s remediation of identified weaknesses;

(p) reviewing with management and the external auditors the integrity of disclosure controls and internal controls over financial reporting;

(q) reviewing and monitoring the processes in place to identify and manage the principal risks that could impact the financial reporting of the Company and assessing, as part of its internal controls responsibility, the effectiveness of the overall process for identifying principal business risks and report thereon to the Board;

(r) satisfying itself that management has developed and implemented a system to ensure that the Company meets its continuous disclosure obligations through the receipt of regular reports from management and the Company’s legal advisors on the functioning of the disclosure compliance system, (including any significant instances of non-compliance with such system) in order to satisfy itself that such system may be reasonably relied upon;

(s) resolving disputes between management and the external auditor regarding financial reporting;

(t) establishing procedures for:

(i) the receipt, retention and treatment of complaints received by the Company from employees and others regarding accounting, internal accounting controls or auditing matters and questionable practises relating thereto; and

(ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

(u) reviewing and approving the Company’s hiring policies with respect to partners or employees (or former partners or employees) of either a former or the present external auditor;

(v) pre-approving all non-audit services to be provided to the Company or any subsidiaries by the Company’s external auditor;

(w) overseeing compliance with regulatory authority requirements for disclosure of external auditor services and Audit Committee activities;

(x) establishing procedures for:

(i) reviewing the adequacy of the Company’s insurance coverage, including the Directors’ and Officers’ insurance coverage;

(ii) reviewing activities, organizational structure, and qualifications of the Chief Financial Officer (“ CFO ”) and the staff in the financial reporting area and ensuring that matters related to succession planning within the Company are raised for consideration with the Board;

(iii) obtaining reasonable assurance as to the integrity of the Chief Executive Officer (“ CEO ”) and other senior management and that the CEO and other senior management strive to create a culture of integrity throughout the Company;

(iv) reviewing fraud prevention policies and programs, and monitoring their implementation;

(v) reviewing regular reports from management and others (e.g., external auditors, legal counsel) with respect to the Company’s compliance with laws and regulations having a material impact on the financial statements including:

(A) Tax and financial reporting laws and regulations;
(B) Legal withholding requirements;
(C) Environmental protection laws and regulations; and
(D) Other laws and regulations which expose directors to liability.

4.2 A regular part of Audit Committee meetings involves the appropriate orientation of new members as well as the continuous education of all members. Items to be discussed include specific business issues as well as new accounting and securities legislation that may impact the organization. The Chair of the Audit Committee will regularly canvass the Audit Committee members for continuous education needs and in conjunction with the Board education program, arrange for such education to be provided to the Audit Committee on a timely basis.

4.3 On an annual basis the Audit Committee shall review and assess the adequacy of this charter taking into account all applicable legislative and regulatory requirements as well as any best practice guidelines recommended by regulators or stock exchanges with whom the Company has a

reporting relationship and, if appropriate, recommend changes to the Audit Committee charter to the Board for its approval.

5. MEETINGS

5.1 The quorum for a meeting of the Audit Committee is a majority of the members of the Audit Committee.

5.2 The Chair of the Audit Committee shall be responsible for leadership of the Audit Committee, including scheduling and presiding over meetings, preparing agendas, overseeing the preparation of briefing documents to circulate during the meetings as well as pre-meeting materials, and making regular reports to the Board. The Chair of the Audit Committee will also maintain regular liaison with the CEO, CFO, and the lead external audit partner.

5.3 The Audit Committee will meet separately with each of the CEO and the CFO of the Company at least annually to review the financial affairs of the Company.

5.4 The Audit Committee will meet with the external auditor of the Company at least once each year, at such time(s) as it deems appropriate, to review the external auditor’s examination and report.

5.5 The external auditor must be given reasonable notice of, and has the right to appear before and to be heard at, each meeting of the Audit Committee.

5.6 Each of the Chair of the Audit Committee, members of the Audit Committee, Chair of the Board, external auditor, CEO, CFO or secretary shall be entitled to request that the Chair of the Audit Committee call a meeting which shall be held within 48 hours of receipt of such request to consider any matter that such individual believes should be brought to the attention of the Board or the shareholders.

6. REPORTS

6.1

6.1 The Audit Committee will report, at least annually, to the Board regarding the Audit Committee’s examinations and recommendations.

6.2 The Audit Committee will report its activities to the Board to be incorporated as a part of the minutes of the Board meeting at which those activities are reported.

7. MINUTES

7.1 The Audit Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board.

8. ANNUAL PERFORMANCE EVALUATION

8.1 The Board will conduct an annual performance evaluation of the Audit Committee, taking into account the Charter, to determine the effectiveness of the Committee.

C-1 -

SCHEDULE “B” FINANCIAL STATEMENTS

See attached.

Antera Ventures II Corp. (A Capital Pool Corporation)

Financial Statements

(in Canadian Dollars)

For the period from the Date of Incorporation (January 5, 2021) to March 31, 2021

Independent Auditor's Report

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To the Shareholders of Antera Ventures II Corp.:

Opinion

We have audited the financial statements of Antera Ventures II Corp. (the "Corporation"), which comprise the statement of financial position as at March 31, 2021, and the statements of loss and comprehensive loss, changes in shareholders' equity and cash flows for the period from date of incorporation (January 5, 2021) to March 31, 2021, 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 Corporation as at March 31, 2021, and its financial performance and its cash flows for the period from date of incorporation (January 5, 2021) to March 31, 2021 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 Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Corporation 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.

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 Corporation’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 Corporation or to cease operations, or has no realistic alternative but to do so.

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

Auditor's 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 auditor's 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 Corporation’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 Corporation’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's 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 auditor's report. However, future events or conditions may cause the Corporation 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.

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Toronto, Ontario June 23, 2021

Chartered Professional Accountants Licensed Public Accountants

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Statement of Financial Position

Subsequent Event (Note 8) Approved by the Board (Signed)“Arinder Mahal” (*Signed)“Raj Dewan”* Arinder Mahal Raj Dewan (in Canadian Dollars) As at March 31, 2021 Current assets Cash $ 486,935 Total current assets 486,935 Current Liabilities Accrued liabilities 52,840 Total current liabilities 52,840 Shareholders' equity Share capital (note 3) 484,943 Accumulated deficit (50,848) Total Shareholders' equity 434,095 Total Liabilities and shareholders' equity $ 486,935	Subsequent Event (Note 8) Approved by the Board (Signed)“Arinder Mahal” (*Signed)“Raj Dewan”* Arinder Mahal Raj Dewan (in Canadian Dollars) As at March 31, 2021 Current assets Cash $ 486,935 Total current assets 486,935 Current Liabilities Accrued liabilities 52,840 Total current liabilities 52,840 Shareholders' equity Share capital (note 3) 484,943 Accumulated deficit (50,848) Total Shareholders' equity 434,095 Total Liabilities and shareholders' equity $ 486,935	Subsequent Event (Note 8) Approved by the Board (Signed)“Arinder Mahal” (*Signed)“Raj Dewan”* Arinder Mahal Raj Dewan (in Canadian Dollars) As at March 31, 2021 Current assets Cash $ 486,935 Total current assets 486,935 Current Liabilities Accrued liabilities 52,840 Total current liabilities 52,840 Shareholders' equity Share capital (note 3) 484,943 Accumulated deficit (50,848) Total Shareholders' equity 434,095 Total Liabilities and shareholders' equity $ 486,935
Current assets Cash $
Total current assets
Current Liabilities Accrued liabilities
Total current liabilities Shareholders' equity Share capital (note 3) Accumulated deficit
Total Shareholders' equity

Total Liabilities and shareholders' equity $
Subsequent Event (Note 8) Approved by the Board	(*Signed)“Arinder Mahal”* Arinder Mahal
		Raj Dewan

The accompanying notes are an integral part of these financial statements

Antera Ventures II Corp.

Statement of Comprehensive Loss

(in Canadian Dollars)

From the date of incorporation (January 5, 2021) to period ended March 31, 2021

		From the date of
		incorporation (January 5,
		2021) to March 31, 2021
General and administrative expenses
Professional fees	$	37,783
Filing fees		12,940
Bank fees		125
Total expenses		50,848
Net loss and comprehensive loss	$	(50,848)
Basic and diluted net lossper share	$	(0.01)
Basic and diluted weighted average
number of shares outstanding		6,658,824

The accompanying notes are an integral part of these financial statements

Antera Ventures II Corp.

Statement of Changes in Shareholders' Equity

(in Canadian Dollars)

From the date of incorporation (January 5, 2021) to period ended March 31, 2021

	Number of				Accumulated
	shares		Share capital		deficit		Total
Balance, January 5, 2021	-	$	-	$	-	$	-
Issuance of common shares (Note 3)	10,000,000		500,000		-		500,000
Offering costs	-		(15,057)		-		(15,057)
Net loss and comprehensive loss	-		-		(50,848)		(50,848)
Balance, March 31, 2021	10,000,000		484,943		(50,848)		434,095

The accompanying notes are an integral part of these financial statements

Antera Ventures II Corp.

Statement of Cash Flows

(in Canadian Dollars)

From the date of incorporation (January 5, 2021) to period ended March 31, 2021

		From the date of
		incorporation (January 5,
		2021) to March 31, 2021
Cash provided by/(used in)
operating activities
Net loss for the period	$	(50,848)
Change in non-cash working capital:
Accrued liabilities		52,840
Subtotal		52,840
Total		1,992
Cash provided by/(used in)
financing activities
Issuance of common shares		500,000
Share issuance costs		(15,057)
		484,943
Net change in cash		486,935
Cash, beginning of period		-
Cash,end ofperiod	$	486,935

The accompanying notes are an integral part of these financial statements

Antera Ventures II Corp.

Notes to Financial Statements (a Capital Pool Corporation) (in Canadian Dollars) For the period from the date of incorporation (January 5, 2021) to March 31, 2021

1. INCORPORATION AND NATURE OF BUSINESS

Antera Ventures II Corp. (the “Corporation”) was incorporated under the Business Corporation Act (British Columbia) on January 5, 2021 as 1282500 B.C. LTD. and changed its name to Antera Ventures II Corp. on January 26, 2021. The Company is classified as a Capital Pool Corporation as defined in the Policy 2.4 of the TSX Venture Exchange (the “Exchange”). The Corporation’s continuing operations, as intended, are dependent on its ability to secure equity financing with which it intends to identify and evaluate potential acquisitions of businesses, and once identified and evaluated, to negotiate an acquisition thereof or participation therein subject to receipt of regulatory and, if required, shareholders’ approval.

The Corporation’s continuing operations as intended are dependent upon its ability to identify, evaluate and negotiate an acquisition or business, or an interest therein. Such an acquisition will be subject to the approval of the regulatory authorities concerned and, in the case of a non-arm’s-length transaction, of the majority of the minority shareholders.

The registered office of the Corporation is located at 1500 Royal Centre, 1055 West Georgia Street, Vancouver, British Colombia V6E 4N7.

On June 23, 2021, the Board of Directors approved the financial statements for the period from the date of incorporation (January 5, 2021) to March 31, 2021.

The global outbreak of COVID-19 (coronavirus) has had a significant impact on businesses through the restrictions put in place by the Canadian, provincial and municipal governments regarding travel, business operations and isolation/quarantine orders. At this time, it is unknown the extent of the impact the COVID-19 outbreak may have on the Corporation as this will depend on future developments that are highly uncertain and that cannot be predicted with confidence. These uncertainties arise from the inability to predict the ultimate geographic spread of the disease, and the duration of the outbreak, including the duration of travel restrictions, business closures or disruptions, and quarantine/isolation measures that are currently, or may be put, in place by Canada and other countries to fight the virus. There can be no assurance that such disruptions, delays and expenses will not have a material adverse impact on the Corporation’s ability to complete the Offering or identify and successfully complete a proposed Qualifying Transaction. As of March 31, 2021, the Corporation has not experienced any adverse impact from COVID-19 and continues to operate as intended.

2. SIGNIFICANT ACCOUNTING POLICIES

Statement of Compliance

The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).

Basis of Presentation

The financial statements are presented in Canadian dollars (“CAD”), which is the Corporation’s functional and presentation currency. The financial statements are prepared on a historical cost basis except for certain financial instruments classified as fair value through profit or loss (“FVPTL”), which are stated at their fair value. The accounting policies have been applied consistently throughout the entire period presented in these financial statements.

Antera Ventures II Corp.

Notes to Financial Statements (a Capital Pool Corporation) (in Canadian Dollars) For the period from the date of incorporation (January 5, 2021) to March 31, 2021

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Loss Per Share

Basic (loss) per common share is determined by dividing loss attributable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per common share is calculated in accordance with the treasury stock method and is based on the weighted average number of common shares and dilutive common share equivalents outstanding. The weighted average number of common shares outstanding was calculated as 6,658,824. (note 3).

Financial Instruments

Recognition

The Corporation recognizes financial assets and financial liabilities on the date the Corporation becomes a party to the contractual provisions of the instruments.

Classification

The Corporation classifies its financial assets and financial liabilities in the following measurement categories: i) those to be measured subsequently at fair value (either through other comprehensive income or through profit or loss, and ii) those to be measured at amortized cost. The classification of financial assets depends on the business model for managing the financial assets and the contractual terms of the cash flows. Financial liabilities are classified as those to be measured at amortized cost unless they are designated as those to be measured subsequently at fair value through profit or loss (irrevocable election at the time of recognition). For assets and liabilities measured at fair value, gains and losses are either recorded in profit or loss or other comprehensive income.

The Corporation reclassifies financial assets when and only when its business model for managing those assets changes. Financial liabilities are not reclassified.

The Corporation has implemented the following classifications:

Cash is classified as assets at fair value and any period change in fair value is recorded in profit or loss.

Accrued liabilities are classified as other financial liabilities and measured at amortized cost using the effective interest rate method.

Measurement

All financial instruments are required to be measured at fair value on initial recognition, plus, in case of a financial asset or financial liability not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial asset or financial liability. Transaction costs of financial assets and financial liabilities carried at FVTPL are expensed in profit or loss.

Antera Ventures II Corp.

Notes to Financial Statements (a Capital Pool Corporation) (in Canadian Dollars) For the period from the date of incorporation (January 5, 2021) to March 31, 2021

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Financial assets that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments or principal and interest on the principal outstanding are generally measured at amortized cost at the end of the subsequent accounting periods. All other financial assets including equity investments are measured at their fair values at the end of subsequent accounting periods, with any changes taken through profit and loss or other comprehensive income (irrevocable election at the time of recognition).

Additional fair value measurement disclosure includes classification of financial instrument fair values in a fair value hierarchy comprising three levels reflecting the significance of the inputs used in making the measurements which are as follows:

Level 1: Valuations based on quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: Valuations based on directly or indirectly observable inputs in active markets for similar assets or liabilities, other than Level 1 prices, such as quoted interest or currency exchange rates; and

Level 3: Valuations based on significant inputs that are not derived from observable market data, such as discounted cash flow methodologies based on internal cash flow forecasts.

Cash is a level 1 financial instrument measured at fair value on the statement of financial position.

Share Issuance Costs

Share issuance costs relate to expenditures incurred in connection with the Corporation’s share issuance (note 3) and are charged against share capital.

Income Taxes

Income tax expense consists of current and deferred tax expense. Current and deferred tax are recognized in profit or loss except to the extent that it relates to items recognized directly in equity or other comprehensive income.

Current tax is recognized and measured at the amount expected to be recovered from or payable to the taxation authorities based on the income tax rates enacted or substantively enacted at the end of the reporting period and includes any adjustment to taxes payable in respect of previous years.

Deferred tax is recognized on any temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable earnings. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realized and the liability is settled. The effect of a change in the enacted or substantively enacted tax rates is recognized in net earnings and comprehensive income or in equity depending on the item to which the adjustment relates.

Deferred tax assets are recognized to the extent future recovery is probable. At each reporting period end, deferred tax assets are reduced to the extent that it is no longer probable that sufficient taxable earnings will be available to allow all or part of the asset to be recovered.

Antera Ventures II Corp.

Notes to Financial Statements (a Capital Pool Corporation) (in Canadian Dollars) For the period from the date of incorporation (January 5, 2021) to March 31, 2021

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Cash

Cash is comprised of cash held with Canadian banks.

Measurement Uncertainty

The preparation of financial statements in conformity with IFRS accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the reported amounts of expenses during the period. Actual results could differ from those estimates used in the financial statements. The Corporation does not have any significant estimates as of March 31, 2021.

3. SHARE CAPITAL

Authorized:

Unlimited number of common shares

Issued and fully paid:

	Number of shares			Amount
Balance, January 5, 2021	-	$		-
Issuance of common shares	10,000,000			500,000
Share issuance costs				(15,057)
Balance, March 31, 2021	10,000,000		$	484,943

Escrowed Shares

During the period ended March 31, 2021, the Corporation issued 10,000,000 common shares at $0.05 per share for total proceeds of $500,000.

The issued and outstanding common shares will be held in escrow pursuant to the requirements of the Exchange. 25% of the escrowed common shares will be released from escrow on the issuance of the Final Exchange Bulletin (as defined in the policies of the Exchange) (the “Initial Release”) and an additional 25% will be released on each of the dates which are 6 months, 12 months, and 18 months following the Initial Release.

All common shares acquired on exercise of stock options granted to directors and officers prior to the completion of a Qualifying Transaction, must also be deposited in escrow until the final exchange bulletin is issued.

Antera Ventures II Corp.

Notes to Financial Statements (a Capital Pool Corporation) (in Canadian Dollars) For the period from the date of incorporation (January 5, 2021) to March 31, 2021

3. SHARE CAPITAL (continued)

All common shares of the Corporation acquired in the secondary market prior to the completion of a Qualifying Transaction by a Control Person, as defined in the policies of the Exchange, are required to be deposited in escrow. Subject to certain permitted exemptions, all securities of the Corporation held by principals of the resulting issuer will also be escrowed.

4. CAPITAL MANAGEMENT OBJECTIVE AND POLICIES

The Corporation's objective when managing capital is to maintain its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders.

The Corporation includes equity, comprised of issued common shares and deficit, in the definition of

capital.

The Corporation's primary objective with respect to its capital management is to ensure that it has sufficient cash resources to fund the identification and evaluation of potential acquisitions. To secure the additional capital necessary to pursue these plans, the Corporation may attempt to raise additional funds through the issuance of equity or by securing strategic partners.

The proceeds raised from the issuance of share capital may only be used to identify and evaluate assets or businesses for future investment, with the exception that up to $3,000 per month may be used for reasonable general and administrative expenses of the Corporation. These restrictions apply until completion of a QT by the Corporation as defined under the policies of the Exchange.

5. FINANCIAL INSTRUMENTS

Fair Values

At March 31, 2021, the Corporation's financial instruments consist of cash and accrued liabilities. The fair values of these financial instruments approximate their carrying value due to the relatively shortterm maturity of the instruments.

Credit Risk

Credit risk is the risk of loss associated with the counterparty's inability to fulfill its payment obligations. Financial instruments that potentially subject the Corporation to concentrations of credit risks consist principally of cash. To minimize the credit risk the Corporation places these instruments with a high credit quality financial institution.

Interest Rate Risk

The Corporation is not exposed to any significant interest rate risk.

Liquidity Risk

Liquidity risk is the risk that the Corporation will not be able to meet its financial obligations as they fall due. The Corporation currently settles its financial obligations out of cash. The ability to do this relies on the Corporation raising equity financing in a timely manner and by maintaining sufficient cash in excess of anticipated needs and to meet the corporation’s liabilities. The $52,840 of accrued liabilities are due within one year.

Antera Ventures II Corp.

Notes to Financial Statements (a Capital Pool Corporation) (in Canadian Dollars) For the period from the date of incorporation (January 5, 2021) to March 31, 2021

6. RELATED PARTY TRANSACTIONS

There was no remuneration paid to key management personnel during the period ended March 31, 2021.

Legal fees of $40,340 were accrued to a law firm of which a partner is a director of the Corporation.

7. INCOME TAXES

A reconciliation of combined federal and provincial corporate income taxes of statutory rates of 11% and the Corporation’s effective income tax expense is as follows:

Current tax expense	March	31, 2021
Loss before income taxes	$	(50,848)
Expected income tax recovery at statutory rates		(5,593)
Share issue costs and other		(1,656)
Deferred tax asset not recognized		7,249
Total income tax expense	$	-

At March 31, 2021, the Corporation has non – capital losses for income tax purposes of approximately $52,103 which can be carried forward to be applied against future taxable income. These losses expire to the extent unutilized against future taxable income in 2041.

The Corporation has not recorded deferred tax assets related to these unused carry forward losses as it is not probable that future taxable profits will be available against which these can be deducted.

8. SUBSEQUENT EVENT

(a) Filing of prospectus:

The Corporation is in the process of filing its prospectus and is proposing to issue between 3,000,000 and 5,000,000 common shares, in the capital of the Corporation (the “Offered Shares”), at a price of $0.10 per Offered Share, for aggregate gross proceeds of $300,000 to $500,000.

A cash commission of 9.0% of the gross proceeds of the Offering will be paid to the Agent for a maximum cash commission of $45,000. Additionally, the Corporation will pay a corporate finance fee of $10,000 (exclusive of applicable taxes) to be satisfied through the issuance of 100,000 Common Shares (the “Corporate Finance Shares”) to the Agent on closing of the Offering. The Agent will also be granted the Agent’s Warrants pursuant to the Agency Agreement. The Agent, and any sub-agents as the Agent may direct, will be granted non-transferable warrants (the “Agent’s Warrants”) to purchase Common Shares of the Corporation (the “Agent’s Shares”) in an amount equal to 9.0% of the Common Shares sold pursuant to the Offering at a price of $0.10 per Agent’s Share, and expiring 60 months from the closing date of the Offering.

C-1 -

CERTIFICATE OF THE CORPORATION

Dated: June 24, 2021

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 Alberta, British Columbia, and Ontario.

"Arinder Mahal"	"Dushan Batrovic"
_________	_________
Arinder Mahal	Dushan Batrovic
Chief Executive Officer	Chief Financial Officer

On behalf of the Board of Directors

"Raj Dewan"	"Pardeep Sangha"
_________	_________
Raj Dewan	Pardeep Sangha
Director	Director

C-2 -

CERTIFICATE OF THE PROMOTER

Dated: June 24, 2021

"Arinder Mahal"

Arinder Mahal

C-3 -

CERTIFICATE OF THE AGENT

Dated: June 24, 2021

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 Alberta, British Columbia, and Ontario.

HAYWOOD SECURITIES INC.

"Don Wong"

Don Wong Vice President, Investment Banking

C-4 -

ACKNOWLEDGEMENT – PERSONAL INFORMATION FORM

June 24, 2021

“Personal Information” means any information about an identifiable individual, and includes the information contained in any Items in the attached prospectus that are analogous to Items 4.2, 6.7, 11.1, 13.1, 14, 15 and 21 of Form 3A of the CPC Policy, as applicable.

The undersigned hereby acknowledges and agrees that it has obtained the express written consent of each individual to:

(a) the disclosure of Personal Information by the undersigned to the Exchange (as defined in Appendix 6B) pursuant to the prospectus; and
(b) the collection, use and disclosure of Personal Information by the Exchange for the purposes described on Appendix 6B or as otherwise identified by the Exchange, from time to time.

ANTERA VENTURES II CORP.

"Arinder Mahal"

Arinder Mahal Director

AI assistant

Antera Ventures II Corp. — Capital/Financing Update 2021

48084_rns_2021-06-24_93edcf5c-52f3-4bf5-add2-ea637315dfe4.PDF

FINAL PROSPECTUS

Minimum Offering: $300,000 or 3,000,000 Common Shares Maximum Offering: $500,000 or 5,000,000 Common Shares Price: $0.10 per Common Share

Notes:

Market for Securities

Risk Factors

Maximum Investment

Receipt of Subscriptions

HAYWOOD SECURITIES INC.

TABLE OF CONTENTS

GLOSSARY

“ Non Arm’s Length Party ” means:

“ Principal ” means:

“ Pro Group ” means:

PROSPECTUS SUMMARY

THE CORPORATION

BUSINESS OF THE CORPORATION

Preliminary Expenses

Proposed Operations until Completion of the Qualifying Transaction

Method of Financing

Criteria for the Qualifying Transaction

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

Initial Listing Requirements

Trading Halts, Suspensions and Delisting

Refusal of Qualifying Transaction

USE OF PROCEEDS

Proceeds and Principal Purposes

Notes:

Permitted Use of Funds

Prohibited Payments to Non Arm’s Length Parties

Private Placements for Cash

Finders’ Fees

PLAN OF DISTRIBUTION

Agency Agreement and Agent’s Compensation

Commercially Reasonable Efforts Offering and Minimum Distribution

Other Securities to be Distributed

Determination of Price

Listing Application

Subscriptions by and Restrictions on the Agent

Venture Issuers

Restrictions on Trading

DESCRIPTION OF THE SECURITIES DISTRIBUTED

CAPITALIZATION

Notes:

CPC STOCK OPTIONS

Notes:

PRIOR SALES

ESCROWED SECURITIES

Notes:

Escrowed Securities on Qualifying Transaction

PRINCIPAL SHAREHOLDERS

Notes:

OFFICERS, DIRECTORS AND PROMOTERS

Notes:

Arinder Mahal , Age 52 , Chief Executive Officer and Director

Dushan Batrovic , Age 44 , Chief Financial Officer and Director

Raj Dewan , Age 48 , Corporate Secretary and Director

Pardeep Sangha , Age 51 , Director

Other Reporting Issuer Experience

Corporate Cease Trade Orders or Bankruptcies

Penalties or Sanctions

Bankruptcies

Conflicts of Interest

AUDIT COMMITTEE

Audit Committee Charter

Composition of Audit Committee

Relevant Education and Experience of Audit Committee Members

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees (By Category)

Notes:

EXECUTIVE COMPENSATION

DILUTION

RISK FACTORS

INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

MATERIAL CONTRACTS

LEGAL PROCEEDINGS

Antera Ventures II Corp. Capital/Financing Update 2021