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

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

PRELIMINARY PROSPECTUS

INITIAL PUBLIC OFFERING

June 26, 2025

CHRYSALIS 12 INC. (a Capital Pool Company)

MINIMUM OFFERING: $400,000 (4,000,000 Common Shares)
MAXIMUM OFFERING: $600,000 (6,000,000 Common Shares)

Price: $0.10 per Common Share

The purpose of this offering is to provide Chrysalis 12 Inc. (the "Company") with a minimum amount of funds with which to identify and evaluate businesses or assets with a view to completing a Qualifying Transaction (as hereafter defined). Any proposed Qualifying Transaction must be approved by the TSX Venture Exchange Inc. (the "Exchange") and, in the case of a Non-Arm's Length Qualifying Transaction (as hereafter defined), must also receive Majority of the Minority Approval (as hereafter defined) in accordance with Exchange Policy 2.4 - Capital Pool Companies (the "CPC Policy"). The Company is a Capital Pool Company ("CPC"). It has not commenced commercial operations and has no assets other than a minimum amount of cash as further set out in this prospectus. Except as specifically contemplated in the CPC Policy, until the Completion of the Qualifying Transaction (as hereafter defined), the Company 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 Company" and "Use of Proceeds".

The Company hereby offers through its agent, Canaccord Genuity Corp. (the "Agent"), a minimum of 4,000,000 common shares (the "Minimum Offering") and a maximum of 6,000,000 common shares (the "Maximum Offering") (the Minimum Offering and the Maximum Offering together referred to as the "Offering") in the authorized share structure of the Company ("Common Shares") for gross proceeds of a minimum of $400,000 and a maximum of $600,000. This prospectus qualifies the distribution of a minimum of 4,000,000 Common Shares and a maximum of 6,000,000 Common Shares.

Number of Common Shares	Price to the Public	Agent's Commission(1)	Net Proceeds to the Company(2)
Per Common Share	$0.10	$0.01	$0.09
Minimum Offering	$400,000	$40,000	$360,000
Maximum Offering	$600,000	$60,000	$540,000

Notes:
(1) The Agent and its sub-agents, if any, will receive a cash commission (the "Agent's Commission") equal to 10.0% of the gross proceeds of the Offering, payable at the closing of the Offering. In addition, the Agent will be paid an administration fee of $20,000 (the "Administration Fee"), and will be granted a non-transferable warrant (the "Agent's Warrants") to purchase such number of Common Shares as is equal to 10.0% of the aggregate number of Common Shares sold pursuant to the

Offering, at a price of $0.10 per Common Share, for a period of sixty (60) months from the date of listing of the Common Shares on the Exchange. This prospectus qualifies the distribution of the Agent's Warrants. See "Plan of Distribution". In addition, the Agent will be reimbursed for its reasonable expenses, including legal fees incurred pursuant to this Offering, estimated to be $30,000. The Company has paid an advance retainer of $15,000 towards the Agent's expenses.

(2) Before deducting the costs and expenses of this Offering estimated to be approximately $130,000, which includes legal and audit fees and other expenses of the Company, the Agent's expenses and legal fees of approximately $30,000, the listing fees payable to the Exchange of $15,000, the Administration Fee, and the filing fees payable to the Commissions, but does not include the Agent's Commission.

This Offering is made on a commercially reasonable efforts agency basis by the Agent and is subject to receipt by the Company of a minimum subscription of 4,000,000 Common Shares for total gross proceeds to the Company of $400,000, up to a maximum of 6,000,000 Common Shares for total gross proceeds to the Company of $600,000. The offering price of the Common Shares was determined by negotiation between the Company and the Agent. All funds received from subscriptions for the Common Shares will be held by the Agent pursuant to the terms of the Agency Agreement (as defined below) and will not be released until a minimum of $400,000 has been deposited and the Agent has satisfied all conditions to such release pursuant to the terms of the Agency Agreement. If the minimum subscription is not raised within 90 days of the issuance of a receipt for the final prospectus or such other time as may be agreed upon by persons or companies who subscribed within that period, all subscription monies will be returned to subscribers without interest or deduction, unless the subscribers have otherwise instructed the Agent. See "Plan of Distribution".

This prospectus also qualifies for distribution stock options (the "CPC Stock Options") to be granted to the directors and officers of the Company immediately following the completion of the Offering, exercisable to purchase a minimum of 1,000,000 Common Shares (assuming completion of a Minimum Offering) and a maximum of 1,200,000 Common Shares (assuming completion of a Maximum Offering). Each CPC Stock Option will be exercisable to purchase one Common Share at a price of $0.05 for a period of 10 years following the date of grant. The CPC Stock Options are qualified for distribution under this prospectus. See "Options to Purchase Securities".

Market for Securities

There is currently no market through which the Common Shares 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".

The Company has applied to list its Common Shares (including the Common Shares issuable upon the exercise of the Agent's Warrants) on the Exchange. Listing will be subject to the Company fulfilling all of the listing requirements of the Exchange.

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

Other than the initial distribution of the Common Shares pursuant to this prospectus and the grant of the Agent's Warrants and the grant of the CPC Stock Options, trading in all securities of the Company 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 and National Policy 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions 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 commissions grant a discretionary order.

ii -

Risk Factors

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

The Company has not commenced commercial operations and has no assets other than cash. It has no history of earnings and will not generate earnings or pay dividends until at least after the Completion of the Qualifying Transaction. Until Completion of the Qualifying Transaction, the Company is not permitted to carry on any business other than the identification and evaluation of potential Qualifying Transactions. The Company may determine that current markets, terms of acquisition, or pricing conditions make such potential acquisitions uneconomic. The Company may find that even if the terms of a potential acquisition are economic, the Company may not be able to finance such acquisition and additional funds may be required. Where the investment or acquisition is financed by the issuance of shares from the Company's treasury, control of the Company may change and shareholders may suffer further dilution of their investment. The Company will be in competition with other entities with greater resources. See "Corporate Structure", "Business of the Company" and "Use of Proceeds".

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

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

Investors acquiring the Common Shares offered by this prospectus will suffer an immediate dilution on investment of approximately 30% or approximately $0.03 per Common Share assuming completion of a Minimum Offering or 25% or approximately $0.025 per Common Share assuming completion of a Maximum Offering, before deduction of selling commissions or related expenses of the issue. See "Dilution".

The Company has only limited funds with which to identify and evaluate potential Qualifying Transactions and there can be no assurance that the Company will be able to identify a suitable Qualifying Transaction. Further, even if a proposed Qualifying Transaction is identified, there can be no assurance that the Company will be able to complete the transaction. The Qualifying Transaction may be financed in whole, or in part, by the issuance of additional securities by the Company and this may result in further dilution to investors. See "Use of Proceeds".

Furthermore, where the Qualifying Transaction is financed by the issuance of Common Shares from the Company's treasury, control of the Company may change and shareholders may suffer further dilution of their investment. The Company will be in competition with other entities with greater resources. See "Corporate Structure", "Business of the Company" and "Use of Proceeds".

In the event that directors or officers of the Company reside outside of Canada or the Company identifies a foreign business or assets as a proposed Qualifying Transaction, investors may find it difficult or impossible to effect service or notice to commence legal proceedings upon director or officer 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.

As a result of these factors, the Offering is suitable only to investors who are willing to rely solely on the management of the Company 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 Company", "Directors and Officers", "Use of Proceeds" and "Risk Factors".

iii -

Maximum Investment

Pursuant to the CPC Policy, 75%, being 3,000,000 in the case of a Minimum Offering or 4,500,000 in the case of a Maximum Offering, 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%, or 80,000 Common Shares in the case of a Minimum Offering and 120,000 Common Shares in the case of a Maximum Offering; 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%, or 160,000 Common Shares in the case of a Minimum Offering and 240,000 Common Shares in the case of a Maximum Offering.

Receipt of Subscriptions

The Agent hereby offers for sale, on a commercially reasonable efforts agency basis as Agent on behalf of the Company, a minimum of 4,000,000 Common Shares and a maximum of 6,000,000 Common Shares at a price of $0.10 per Common Share. The Common Shares are conditionally offered, subject to prior sale, if, as and when issued by the Company, and in accordance with the conditions contained in the Agency Agreement referred to under "Plan of Distribution" and subject to the approval by Gowling WLG (Canada) LLP, on behalf of the Company, and by Miller Thomson LLP, on behalf of the Agent, of such legal matters for which approval is specifically sought by the Company or the Agent.

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

CANACCORD GENUITY CORP.

The Stack, 1133 Melville Street

Suite 1200 Vancouver, BC,

V6E 4E5

iv -

GLOSSARY ... 1
PROSPECTUS SUMMARY ... 8
CORPORATE STRUCTURE ... 11
BUSINESS OF THE COMPANY ... 11
USE OF PROCEEDS ... 13
PLAN OF DISTRIBUTION ... 17
DESCRIPTION OF SECURITIES DISTRIBUTED ... 19
CAPITALIZATION ... 20
OPTIONS TO PURCHASE SECURITIES ... 20
PRIOR SALES ... 22
ESCROWED SECURITIES ... 22
PRINCIPAL SHAREHOLDERS ... 24
DIRECTORS AND OFFICERS ... 25
EXECUTIVE COMPENSATION ... 30
DILUTION ... 31
RISK FACTORS ... 31
LEGAL PROCEEDINGS ... 33
RELATIONSHIP BETWEEN THE COMPANY AND THE AGENT ... 33
RELATIONSHIP BETWEEN THE COMPANY AND PROFESSIONAL PERSONS ... 33
AUDITORS, TRANSFER AGENTS AND REGISTRARS ... 33
INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ... 33
MATERIAL CONTRACTS ... 34
OTHER MATERIAL FACTS ... 34
DIVIDEND POLICY ... 34
ELIGIBILITY FOR INVESTMENT ... 34
PURCHASER'S STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION ... 35
AUDIT COMMITTEE CHARTER ... A-1
FINANCIAL STATEMENTS ... B-1
CERTIFICATE OF THE COMPANY ... C-1
CERTIFICATE OF THE AGENT ... C-2

GLOSSARY

The following is a glossary of terms and abbreviations used frequently throughout this prospectus.

"Administration Fee" means the non-refundable Administration Fee of $20,000, paid to the Agent in connection with the Offering.

"Affiliate" means a company that is affiliated with another company as described below.

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

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

A company is "controlled" by a Person if:

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

A Person beneficially owns securities that are beneficially owned by:

(a) a company controlled by that Person, or
(b) an Affiliate of that Person or an Affiliate of any company controlled by that Person.

"Agency Agreement" means the agency agreement dated as of ●, 2025 between the Company and the Agent.

"Agent" means Canaccord Genuity Corp. at its office in the City of Vancouver, in the Province of British Columbia.

"Agent's Commission" means the cash commission payable to the Agent and its sub-agents, if any, equal to 10.0% of the gross proceeds of the Offering.

"Agent's Warrants" means the option to purchase Common Shares granted to the Agent in accordance with section 5.2(c) of the CPC Policy granted by the Company to the Agent and any sub-agents entitling the Agent and any sub-agents to purchase Agent's Shares in an amount equal to 10.0% 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 date of listing of the Common Shares on the Exchange.

"Agent's Shares" means Common Shares acquired upon exercise of the Agent's Warrants.

"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 Issuer 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 the Qualifying Transaction;
(b) identifies the parties to the Qualifying Transaction;
(c) identifies the consideration to be paid for the Significant Assets or otherwise identifies the means by which the consideration will be determined; and
(d) identifies the conditions to any further formal agreements to complete the transaction; and

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

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

(a) an Issuer of which the Person beneficially owns or controls, directly or indirectly, voting securities entitling him to more than 10% of the voting rights attached to all outstanding voting securities of the Issuer;
(b) any partner of the Person;
(c) any trust or estate in which the Person has a substantial beneficial interest or in respect of which a Person serves as trustee or in a similar capacity; 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.

"Commissions" mean the Ontario Securities Commission, the British Columbia Securities Commission and the Alberta Securities Commission.

"Common Shares" means the common shares of the Company.

"Company" means Chrysalis 12 Inc.

"company" means, unless specifically indicated otherwise, 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 the Final QT Exchange Bulletin is issued by the Exchange.

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

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

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

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

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

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

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

"CPC Policy" means Policy 2.4 - Capital Pool Companies of the Exchange effective January 1, 2021.

"CPC Stock Options" means an option to purchase Common Shares of the Company which may be granted by the Company in accordance with the CPC Policy, including the options to be qualified by this prospectus..

"CPC Stock Option Plan" means the Company's incentive stock option plan.

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

"Escrow Agreement" means the escrow agreement dated as of ●, 2025 among the Company, the Transfer Agent and certain shareholders of the Company.

"Exchange" means the TSX Venture Exchange Inc.

"Exchange Requirements" means and includes the articles, by-laws, policies, circulars, rules (including UMIR), guidelines, orders, notices, rulings, forms, decisions and regulations of the Exchange as from time to time enacted, any instructions, decisions and directions of a Regulation Services Provider or the Exchange (including those of any committee of the Exchange as appointed from time to time), the Securities Act (Alberta) and the rules and regulations thereunder as amended, the Securities Act (Ontario) and the rules and regulations thereunder as amended and any policies, rules, orders, rulings, forms or regulations from time to time enacted by the Alberta Securities Commission, the British Columbia Securities Commission or the Ontario Securities Commission and all applicable provisions of the Securities Laws of any other jurisdiction.

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

"Geological Report" means:

(a) in the case of a mining property, a report prepared in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects or any successor instrument, or

(b) in the case of an oil and gas property, a report with supporting materials prepared in accordance with National Instrument 51-101 - Standards of Disclosure for Oil and Gas Activities and the Canadian Oil and Gas Evaluation Handbook maintained by the Society of Petroleum Evaluation Engineers (Calgary Chapter), as amended from time to time.

"GST" means the goods and services tax imposed under Part IX of the Excise Tax Act (Canada).

"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 a 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 the shareholders of the CPC, or by the written consent of shareholders of the CPC 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 Offering of a maximum of 6,000,000 Common Shares at a price of $0.10 per common share for aggregate gross proceeds of $600,000.

"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.

"Minimum Offering" means the Offering of a minimum of 4,000,000 Common Shares at a price of $0.10 per common share for aggregate gross proceeds of $400,000.

"NEX" means the market on which former Exchange and Toronto Stock Exchange issuers that do not meet Exchange continued listing requirements for Tier 2 issuers may continue to trade.

"Non-Arm's Length Party" means:

(a) in relation to a company:

(i) a promoter, officer, director, other Insider or Control Person of that company 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.

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

"Participating Organization" means, generally, a company that is not a Member but has been granted access to trading privileges through the Exchange.

"Person" means a company or individual.

"Principal" means:

(a) a Person who acted as a promoter of the Issuer within two years before the IPO Prospectus or 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;
(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, securities that may be issued to the holder under outstanding convertible securities in both the holder's securities and the total securities outstanding are included.

A company, more than 50% held by one or more Principals will be treated as a Principal. (In calculating this percentage, 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 will be included.) Any securities of the Issuer that this entity holds will be subject to escrow requirements.

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

"Pro Group"

(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 of 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 acting at arm's length of the Member;
(ii) the Associate or Affiliate has a separate corporate and reporting structure;
(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.

"Prospectus" means a disclosure document required to be prepared in connection with a public offering of securities and which complies with the form and content requirements of a prospectus as described in applicable Securities Laws.

"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.

"Registered Plan" has the meaning set out under the heading "Eligibility for Investment".

"Regulation Services Provider" has the meaning ascribed to it in National Instrument 21-101 - Marketplace Operation and refers to the Investment Industry Regulatory Organization of Canada or any successor retained by the Exchange.

"Related Party Transaction" has the meaning, ascribed to it under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions, 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 Issuer 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.

"Securities Laws" means securities legislation, securities regulation and securities rules, as amended, and the policies, notices, instruments and blanket orders in force from time to time that are applicable to an Issuer.

"SEDAR+" means the System for Electronic Document Analysis and Retrieval plus.

"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.

"Sponsor Report" has the meaning ascribed to it in Exchange Policy 2.2 - Sponsorship and Sponsorship Requirements.

"Sponsorship Acknowledgement Form" has the meaning ascribed to it in Exchange Policy 2.2 - Sponsorship and Sponsorship Requirements.

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

"Tax Act" means the Income Tax Act (Canada) and the regulations thereunder.

"Transfer Agent" means TSX Trust Company.

"UMIR" means the Universal Market Integrity Rules adopted by the Exchange and as may be amended from time to time and administered and enforced by the Exchange or any Regulation Services Provider retained by the Exchange.

"Vendor(s)" means one or all of the beneficial owners of the Significant Assets and/or Target Company.

"Voting Share" means a security of an Issuer that:

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

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.

The Company:

Chrysalis 12 Inc.

Business of the Company:

The principal business of the Company will be the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction. The Company has not commenced commercial operations and has no assets other than a minimum amount of cash. See "Business of the Company".

The Offering:

A Minimum Offering of 4,000,000 Common Shares and a Maximum Offering of 6,000,000 Common Shares are being offered under this prospectus at a price of $0.10 per Common Share for gross proceeds of $400,000 in the case of a Minimum Offering and maximum gross proceeds of $600,000 in the case of a Maximum Offering. This Offering is made on a commercially reasonable efforts agency basis by the Agent. In addition, the Company will grant the Agent's Warrants to the Agent to purchase the equivalent of 10.0% of the aggregate number of Common Shares sold pursuant to the Offering, being 400,000 Common Shares in the case of a Minimum Offering and 600,000 Common Shares in the case of a Maximum Offering, at a price of $0.10 per share which will be exercisable for a period of sixty (60) months from the date of listing of the Common Shares on the Exchange.

The Company also intends to grant 1,000,000 CPC Stock Options in the case of a Minimum Offering and 1,200,000 CPC Stock Options in the case of a Maximum Offering to the directors and officers of the Company. Common Shares to be granted immediately following closing of the Offering. The Agent's Warrants and CPC Stock Options are qualified for distribution under this prospectus. See "Plan of Distribution" and "Options to Purchase Securities".

Use of Proceeds:

Assuming completion of this Offering, the total net proceeds to the Company, accounting for total cash proceeds raised prior to and at this Offering, net of all expenses, will be $524,963 in the case of a Minimum Offering and $704,963 in the case of a Maximum Offering. The net proceeds of this Offering will be used to provide the Company with a minimum of funds with which to identify and evaluate assets or

businesses for acquisition with a view to completing a Qualifying Transaction. The Company may not have sufficient funds to secure such businesses or assets once identified and evaluated and additional funds may be required. See "Use of Proceeds" for details of the restrictions and prohibitions on the Company's use of funds.

Directors and Management:

Robert Munro	President, Chief Executive Officer, Chief Financial Officer and Director
Tyler Lang	Director
Derek Ham	Director
Jason Saltzman	Director and Corporate Secretary

Escrow:

All of the currently issued and outstanding Common Shares of the Company, being 6,000,000 Common Shares and all CPC Stock Options issued prior to the date of the Final QT Exchange Bulletin will be deposited in escrow pursuant to the terms of an Escrow Agreement and will be released from escrow in stages over a period of up to eighteen (18) months from the date of the Final QT Exchange Bulletin. See "Escrowed Securities."

Risk Factors:

There is currently no established market for the Common Shares. Investment in the Common Shares must be regarded as highly speculative due to the proposed nature of the Company's business and its present stage of development. The Company 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 Company and can afford to risk the loss of their entire investment.

The directors and the officers of the Company will only devote part of their time and attention to the affairs of the Company and there are potential conflicts of interest to which some of the directors and officers of the Company will be subject in connection with the operations of the Company.

Assuming completion of the Offering, an investor will suffer an immediate dilution on investment of approximately 30% or approximately $0.03 per Common Share assuming completion of the Minimum Offering, and 25% or approximately $0.025 per Common Share assuming completion of the Maximum Offering, before deduction of selling commissions or related expenses of the issue. An acquisition financed by the issuance of treasury shares could result in a change in control of the Company and may cause the shareholders' interest in the Company to be further diluted. There can be no assurance that an active and liquid market for the Company's Common Shares will develop and an investor may find it difficult to resell the Common Shares.

Until Completion of a Qualifying Transaction, the Company will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction. The Company has only limited funds with which to identify and evaluate possible Qualifying Transactions and there can be no assurance that the

Company will be able to identify or complete a suitable Qualifying Transaction.

A Qualifying Transaction may involve the acquisition of a business or assets located outside of Canada. In the event that the Company identifies a foreign business or assets as a proposed Qualifying Transaction, investors may find it difficult or impossible to effect service or notice to commence legal proceedings upon any management, directors or experts resident outside of Canada or upon the foreign business or the Resulting Issuer and may find it difficult or impossible 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 "Risk Factors" for more detailed information on the risks of an investment in the Company's Common Shares. Also see "Corporate Structure", "Directors and Officers", "Business of the Company" and "Use of Proceeds"

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CORPORATE STRUCTURE

Name, Incorporation and Place of Business

The full corporate name of the Company is Chrysalis 12 Inc. The Company was incorporated under the laws of the Province of Ontario pursuant to the Business Corporations Act (Ontario) on December 2, 2024. The registered and head office address of the Company is located at Suite 1600,1 First Canadian Place, 100 King Street West, Toronto, Ontario, M5X 1G5.

BUSINESS OF THE COMPANY

Preliminary Expenses

To date, the Company has raised $300,000 through the sale of 6,000,000 Common Shares. See "Prior Sales" and "Capitalization". As of the date hereof, the Company has paid $5,250 to the Exchange as part of the Company's initial listing fee; $15,000 to the Agent as a retainer for the Agent's out of pocket expenses; $16,280 for professional fees (legal ($4,780) and audit ($11,500)), and $5,037 for other preliminary expenses. Part of the net proceeds of the Offering will be utilized to satisfy the obligations of the Company related to this Offering, including the fees and commissions of the Agent, the expenses of its auditors, legal counsel and the Agent's legal counsel and the listing fees of the Exchange and filing fees of the Commissions. See "Use of Proceeds".

Proposed Operations until Completion of the Qualifying Transaction

The Company proposes to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction. Any 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. As of the date hereof, the Company has not conducted commercial operations.

Until Completion of the Qualifying Transaction, the Company 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 "Use of Proceeds", the funds raised pursuant to this 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 Company has commenced the process of identifying potential acquisitions with a view to completing a Qualifying Transaction, the Company has not yet entered into an Agreement in Principle.

Method of Financing

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

Criteria for a Qualifying Transaction

The board of directors of the Company 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 Company and will exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

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Filings and Shareholder Approval of a Qualifying Transaction

Upon the Company reaching a Qualifying Transaction Agreement, the Company must issue a comprehensive news release, at which time the Exchange generally will halt trading in the Common Shares until the filing requirements of the Exchange have been satisfied as set forth under "Trading Halts, Suspensions and Delisting". Within seventy-five (75) calendar days after issuance of such news release, the Company 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 Company, assuming Completion of the Qualifying Transaction. Where the proposed Qualifying Transaction is a Non-Arm's Length Qualifying Transaction, the Company 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 Company 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 Company 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 Company must file the final CPC Filing Statement or Prospectus on SEDAR+ at least seven business days prior to:

(i) the resumption of trading in the securities of the Resulting Issuer following the Completion of the Qualifying Transaction, if the securities of the Company are halted from trading; or
(ii) the Completion of the Qualifying Transaction, if the securities of the Company are not halted from trading;

(b) where shareholder approval is required and is to be obtained at a meeting of shareholders, the Company will file on SEDAR+ and mail to its shareholders the notice of meeting, CPC Information Circular and form of proxy, together with any other required documents; and
(c) where shareholder approval is required and is to be obtained by written consent, the Company will file on SEDAR+ the final Disclosure Document.

If required by the Exchange, the Company 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 Company will no longer be considered to be a CPC upon the Exchange having issued the Final QT Exchange Bulletin. The Exchange will generally not issue the Final QT Exchange Bulletin until the Exchange has received:

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

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

Initial Listing Requirements

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.

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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, all individuals who may be directors, senior officers, promoters, or Insiders of the Resulting Issuer must file a Form 2A - Personal Information Form or, if applicable, a Form 2C1 - Declaration 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 Company fails to file the supporting documents relating to the Qualifying Transaction within a period of seventy-five (75) calendar days after public announcement of the Qualifying Transaction Agreement or if the Company 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 Company are delisted by the Exchange, within 90 days from the date of such delisting, the Company 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 Company, determine to deal with the remaining assets in some other manner. See "Filings and Shareholder Approval of a Non-Arm's Length Qualifying Transaction" above.

Refusal of Qualifying Transaction

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

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

USE OF PROCEEDS

Proceeds and Principal Purposes

The gross proceeds to be received by the Company from the sale of all the Common Shares offered by this prospectus will range between $400,000 in the case of a Minimum Offering and $600,000 in the case of a Maximum Offering. The gross proceeds received by the Company from the sale of 6,000,000 Common Shares prior to the date of this prospectus was $300,000. Assuming the Offering is completed, from the

aggregate gross proceeds of $700,000 in the case of a Minimum Offering and $900,000 in the case of a Maximum Offering will be deducted the expenses and costs of this issue estimated in the aggregate, including legal, accounting, printing, regulatory fees, the Agent's Commission and the Administration Fee, to be approximately $170,000 in the case of a Minimum Offering and $190,000 in the case of a Maximum Offering.

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

Proceeds to the Company		Minimum Offering	Maximum Offering
(a)	Gross cash proceeds received by the Company from the sale of Common Shares prior to this Offering (1)	$300,000	$300,000
(b)	Less: Expenses and costs relating to incorporation and raising the cash proceeds referred to in (a) above	($5,037)	($5,037)
(c)	Plus: Gross cash proceeds to be raised by the Company from the sale of the Common Shares distributed pursuant to this Offering (2)	$400,000	$600,000
(d)	Less: Expenses and costs relating to the Offering (including listing fees, Agent's commission, legal fees, audit fees and expenses) referred to in (b) above, incurred to date and expected to be incurred (3)	($170,000)	($190,000)
(e)	Estimated funds to be available to the Company (on completion of the Offering)	$524,963	$704,963
Funds available for identifying and evaluating assets or business prospects (4)		$474,963	$654,963
Estimated general and administrative expenses until Completion of the Qualifying Transaction		$50,000	$50,000

Notes:
(1) See "Prior Sales".
(2) In the event the Agent exercises the Agent's Warrants and the CPC Stock Options are exercised, there will be available to the Company $90,000 in additional funds in the case of a Minimum Offering and $120,000 in additional funds in the case of a Maximum Offering, which will be added to the working capital of the Company. There is no assurance that any of these options will be exercised.
(3) Expenses include: the Agent's Commission ($40,000 in the case of a Minimum Offering and $60,000 in the case of a Maximum Offering), together with the costs and expenses of this issue of approximately $130,000 (including legal fees ($41,000) and audit fees ($11,500), the Agent's expenses and legal fees of approximately $30,000, the Administration Fee of $20,000), the listing fees payable to the Exchange of $15,000 and the filing fees payable to the Commissions, printing and mailing costs estimated at approximately $12,500.
(4) In the event that the Company enters into a Qualifying Transaction Agreement prior to spending all 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, or participation in, the Significant Assets or for working capital after Completion of the Qualifying Transaction.

Until required for the Company'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 this Offering and any prior sale of Common Shares, after deducting the expenses associated with this 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 Company may commit. See "Risk Factors".

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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" and "Private Placements for Cash" the gross proceeds realized from the sale of all securities issued by the Company will be used by the Company 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 Company'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 Company (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;

(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 Company;
(f) escrow agent and transfer agent fees of the Company; and
(g) regulatory filing fees of the Company.

In addition, a maximum aggregate amount of $25,000 may be advanced as a non-refundable deposit or unsecured loan to a Target Company or Vendor(s), as the case may be, without the prior acceptance of the Exchange. Any proposed deposit, advance or loan of funds from the Company 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 Company does not exceed a maximum of $250,000 in aggregate unless the aggregate amount advanced from the Company to the Target Company or the Vendor(s) does not represent more than 20% of the working capital of the Company.

Private Placements for Cash

After the closing of the Offering and until the Completion of the Qualifying Transaction, the Company 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 Company 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 certain limited exceptions, any Common Shares issued pursuant to the private placement to Non-Arm's Length Parties by the Company and to Principals of the Resulting Issuer will be subject to escrow.

Prohibited Payments to Non-Arm's Length Parties

Except as described under "Other Securities to be Distributed", "Name of Agent and Agent's Compensation" "Options to Purchase Securities", "Permitted Use of Funds" and "Finder's Fees" the Company 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 Company 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 Company or the securities of the Company 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.

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Further, no such payment will be made by the Company 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 Company may pay or reimburse a Non-Arm's Length Party to the Company for reasonable general and administrative expenses of the Company (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 Company may also reimburse a Non-Arm's Length Party to the Company for reasonable out-of-pocket expenses incurred in pursuing the business of the Company 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.

Finder's Fees

Upon Completion of the Qualifying Transaction, the Company 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 Company; and
(b) to a Non-Arm's Length Party to the Company, 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 Company and an existing public company;
(iii) the finder's fee is payable in the form of cash, Common Shares and/or Common Share purchase 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 Company or by the written consent of shareholders of the Company holding more than 50% of the issued Common Shares, provided that the votes attached to the Common Shares 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

Name of Agent and Agent's Compensation

Pursuant to the Agency Agreement, the Company has appointed Canaccord Genuity Corp. as its agent to offer for sale, on a commercially reasonable efforts agency basis to the public a minimum of 4,000,000 Common Shares and a maximum of 6,000,000 Common Shares, as provided in this prospectus, at a price of $0.10 per Common Share for gross proceeds of $400,000 in the case of a Minimum Offering and $600,000 in the case of a Maximum Offering, subject to the terms and conditions of the Agency Agreement. This prospectus qualifies the distribution of a minimum of 4,000,000 Common Shares and a maximum of 6,000,000 Common Shares.

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The Agent will receive the Agent's Commission equal to 10.0% of the aggregate gross proceeds of the Offering. The Company will pay the Agent's expenses, legal and search fees, plus disbursements and taxes. In addition, the Company has paid to the Agent $15,000 as an advance retainer to cover out-of-pocket expenses of the Agent, and will pay the Agent's expenses, legal and search fees, estimated at $30,000 and an Administration Fee of $20,000.

The Company has also agreed to grant to the Agent and its sub-agents, if any, the non-transferable Agent's Warrants to purchase the equivalent of 10.0% of the aggregate number of Common Shares sold pursuant to the Offering, being 400,000 Common Shares in the case of a Minimum Offering and 600,000 Common Shares in the case of a Maximum Offering, at a price of $0.10 per Common Share, which option may be exercised for a period of 60 months from the date the Common Shares of the Company are listed on the Exchange. This prospectus qualifies the distribution of the Agent's Warrants. The Agent intends to sell to the public any Common Shares received by it upon the exercise of the Agent's Warrants. Not more than 50% of the Common Shares received on the exercise of the Agent's Warrants may be sold by the Agent prior to the Completion of the Qualifying Transaction. The remaining 50% may be sold after the Completion of the Qualifying Transaction.

The Agent has agreed to use commercially reasonable efforts to secure subscriptions for the Common Shares offered hereunder on behalf of the Company and may make co-brokerage arrangements with other investment dealers at no additional cost to the Company. 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.

Commercially Reasonable Efforts Offering and Minimum Distribution

The total Offering consists of a minimum of 4,000,000 Common Shares and a maximum of 6,000,000 Common Shares for total gross proceeds ranging from $400,000 in the case of a Minimum Offering to $600,000 in the case of a Maximum Offering. Pursuant to the CPC Policy, 75% of the total number of Common Shares offered under this prospectus, being 3,000,000 Common Shares in the case of a Minimum Offering and 4,500,000 Common Shares in the case of a Maximum Offering and are subject to the following limits:

(a) the maximum number of Common Shares that may be directly or indirectly purchased by any one purchaser pursuant to the Offering is 2% of the total number of Common Shares offered under this prospectus, or 80,000 Common Shares in the case of a Minimum Offering and 120,000 Common Shares in the case of a Maximum Offering; 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% of the total number of Common Shares offered under this prospectus, or 160,000 Common Shares in the case of a Minimum Offering and 240,000 Common Shares in the case of a Maximum Offering.

The funds received from the Offering will be deposited with the Agent, and will not be released until a minimum of $400,000 has been deposited and the Agent consents to the release thereof. Minimum subscriptions of 4,000,000 Common Shares for total gross proceeds of $400,000 must be raised within ninety (90) calendar days of the issuance of a final receipt for this prospectus, or such other time as may be consented to by persons or companies who subscribed within that period, failing which the Agent will remit the funds collected to the original subscribers without interest or deduction, unless subscribers have otherwise instructed the Agent.

The Company has also granted the Agent a right of first refusal to participate as agent in any brokered equity financing or financing by securities convertible into equity that the Company may undertake to provide sponsorship services with respect to any potential Qualifying Transaction by the Company for a

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period ending the earlier of 24 months from the date of the listing of the Common Shares on the Exchange or the date of the closing of the Qualifying Transaction.

Other Securities to be Distributed

The Company also proposes to grant the CPC Stock Options at the closing of the Offering in accordance with the policies of the Exchange, which options are qualified for distribution pursuant to this prospectus. The Company proposes to grant the CPC Stock Options to the directors and officers of the Company to purchase between 1,000,000 Common Shares assuming completion of a Minimum Offering, and 1,200,000 Common Shares assuming completion of a Maximum Offering, immediately following closing of the Offering in accordance with the policies of the Exchange. This prospectus qualifies the distribution of between 1,000,000 CPC Stock Options in the case of a Minimum Offering and 1,200,000 CPC Stock Options in the case of a Maximum Offering. See "Options to Purchase Securities".

Determination of Price

The Offering price of the Common Shares was determined by negotiation between the Company and the Agent.

Listing Application

The Company has applied to list its Common Shares (including the Common Shares issuable upon the exercise of the Agent's Warrants and the CPC Stock Options) on the Exchange. Listing will be subject to the Company fulfilling all of the listing requirements of the Exchange.

Venture Issuer

Restrictions on Trading

Other than the initial distribution of the Common Shares pursuant to this prospectus, the grant of the Agent's Warrants and the grant of the CPC Stock Options, no securities of the Company will be permitted to be issued during the period between the date a receipt for the preliminary prospectus is issued by the securities commissions 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 commissions grant a discretionary order.

DESCRIPTION OF SECURITIES DISTRIBUTED

General

The Company is authorized to issue an unlimited number of Common Shares, of which, as at the date hereof, 6,000,000 Common Shares are issued and outstanding as fully paid and non-assessable. The Company has reserved an aggregate of 1,000,000 Common Shares, in the case of a Minimum Offering, and 1,200,000 Common Shares in the case of a Maximum Offering, at an exercise price of $0.05 per Common Share pursuant to the CPC Stock Options to be issued immediately following closing of the Offering and expiring 10 years from the date of grant. The Company has also reserved 10% of the aggregate number of Common Shares to be issued under the Offering pursuant to the Agent's Warrants, being 400,000 Common Shares in the case of a Minimum Offering, and 600,000 Common Shares in the

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case of a Maximum Offering, at an exercise price of $0.10 per Common Share, expiring 60 months from the date of listing of the Common Shares on the Exchange. See "Plan of Distribution".

Common Shares

The holders of Common Shares are entitled to: (i) receive notice of and to vote at every meeting of shareholders of the Company and shall have one vote thereat for each such Common Share so held; (ii) receive such dividend as the directors may from time to time declare on the Common Shares; and (iii) receive the remaining property of the Company in the event of dissolution, liquidation or winding up of the Company or upon any distribution of the assets of the Company (other than by way of dividend out of monies properly applicable to the payment of dividends).

CAPITALIZATION

The table below shows the capitalization of the Company as at the date of the statement of financial position and the date hereof before and after giving effect to this Offering but prior to taking into account the costs of the issue:

Designation of Securities	Amount authorized	Amount outstanding as at the date of the most recent statement of financial position contained in the prospectus(1)	Amount to be outstanding after giving effect to the Offering(2)(3)(4)
			Minimum Offering	Maximum Offering
Common Shares	Unlimited	$300,000
(6,000,000 Common Shares)	$300,000
(6,000,000 Common Shares)	$700,000
(10,000,000 Common Shares)	$900,000
(12,000,000 Common Shares)

Notes:
(1) As of the date of the most recent statement of financial position, the Company has not commenced commercial operations.
(2) The Company has reserved an aggregate of 1,000,000 Common Shares, in the case of a Minimum Offering, and 1,200,000 Common Shares, in the case of a Maximum Offering at an exercise price of $0.05 per Common Share pursuant to the CPC Stock Options to be issued immediately following the closing of the Offering and expiring 10 years from the date of grant. The Company has also reserved 10% of the aggregate number of Common Shares to be issued under the Offering pursuant to the Agent's Warrants, being 400,000 Common Shares, in the case of a Minimum Offering and 600,000 Common Shares, in the case of a Maximum Offering, at an exercise price of $0.10 per Common Share expiring 60 months from the date of the listing of the Common Shares on the Exchange. See "Plan of Distribution".
(3) Based on the gross proceeds of the Offering of $400,000, in the case of a Minimum Offering or $600,000 in the case of a Maximum Offering and before deducting the Agent's Commission, fees and expenses and the other costs of this Offering, estimated at $170,000 in the case of a Minimum Offering and $190,000 in the case of a Maximum Offering.
(4) 6,000,000 of these Common Shares are subject to escrow restrictions, see "Escrowed Securities".

OPTIONS TO PURCHASE SECURITIES

CPC Stock Options

CPC Stock Options to purchase between 1,000,000 Common Shares, in the case of a Minimum Offering and 1,200,000 Common Shares, in the case of a Maximum Offering, are to be granted after closing of this Offering to the directors and officers of the Company. The CPC Stock Options will be granted after the closing of the Offering under the CPC Stock Option Plan and will be qualified for distribution and are expected to be allocated on the following basis:

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Name of Optionee	No. of Common Shares reserved under Option upon completion of the(1)		Exercise Price per Common Share	Expiry Date
	Minimum Offering	Maximum Offering
Robert Munro	500,000	600,000	$0.05	10 years from the date of grant
Tyler Lang	250,000	300,000	$0.05	10 years from the date of grant
Derek Ham	200,000	240,000	$0.05	10 years from the date of grant
Jason Saltzman	50,000	60,000	$0.05	10 years from the date of grant

Note:
(1) The CPC Stock Options to be granted to the directors and officers of the Company after the closing of this Offering (subject to regulatory approval) are qualified for distribution pursuant to this prospectus. Such CPC Stock Options will vest immediately and shall be exercisable for a period of 10 years from the date of grant.

Stock Option Terms

The board of directors of the Company may from time to time, in its discretion, and in accordance with the Exchange requirements, grant to directors, officers and technical consultants to the Company 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 Company 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 Company 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 Company 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 Company 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 Company, 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 "Escrowed Securities".

In the case of an optionee of the CPC Stock Option Plan being dismissed from employment or service for cause, such optionee's CPC Stock Options, whether or not vested at the date of dismissal, will immediately terminate without right to exercise same. In the event a CPC Stock Option expires unexercised or is terminated by reason of dismissal of the optionee for cause or is otherwise lawfully cancelled prior to exercise of the CPC Stock Option, the Common Shares that were issuable thereunder will be returned to the CPC Stock Option Plan and will be eligible for re-issuance.

PRIOR SALES

Since the date of incorporation of the Company, 6,000,001 Common Shares have been issued as follows, and 6,000,000 Common Shares are outstanding:

Date of Issue	Number of Common Shares	Per Share Consideration	Aggregate Value of Consideration	Nature of Consideration
December 2, 2024	1(1)	$0.01	$0.01	Cash
December 19, 2024	3,700,000(2)	$0.05	$185,000	Cash
January 31, 2025	2,300,000(2)(3)	$0.05	$115,000	Cash

Notes:
(1) This Common Share was issued upon incorporation and cancelled on December 19, 2024.
(2) These Common Shares will be subject to escrow pursuant to the CPC Policy. See "Escrowed Securities".
(3) 300,000 Common Shares issued on January 31, 2025 are held by Members of the Aggregate Pro Group.

ESCROWED SECURITIES

Securities Escrowed Prior to the Completion of the Qualifying Transaction

All of the 6,000,000 Common Shares issued prior to this Offering at a price below $0.10 per Common Share and all Common Shares that may be acquired from treasury by Non-Arm's Length Parties of the Company either under the Offering or otherwise prior to the date of the Final QT Exchange Bulletin will be deposited with the Transfer 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 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 as also subject to escrow under the Escrow Agreement.

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

Name and Municipality of Residence of Shareholder	Common Shares	Number of Common Shares held in Escrow	Percentage of Common Shares Prior to Giving Effect to the Offering	Percentage of Common Shares After Giving Effect to the Offering(1)(2)		Number of CPC Stock Options held in Escrow (Min/Max)
				Minimum Offering	Maximum Offering
Julie Munro(2) Toronto, Ontario	1,000,000	1,000,000	16.7%	10.0%	8.3%	Nil
The Chrysalis Capital Group Inc.(3) Toronto, Ontario	1,000,000	1,000,000	16.7%	10.0%	8.3%	Nil
Robert Munro Toronto, Ontario	300,000	300,000	5%	3%	2.5%	500,000/600,000
Blueocean Business Inc.(4) Vancouver, BC	700,000	700,000	11.7%	7%	5.8%	Nil

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Name and Municipality of Residence of Shareholder	Common Shares	Number of Common Shares held in Escrow	Percentage of Common Shares Prior to Giving Effect to the Offering	Percentage of Common Shares After Giving Effect to the Offering^{(1)(2)}		Number of CPC Stock Options held in Escrow (Min/Max)
				Minimum Offering	Maximum Offering
2320578 Ontario Inc.^{(5)} Toronto, Ontario	1,500,000	1,500,000	25.0%	15.0%	12.5%	250,000/300,000
Jason Saltzman Toronto, Ontario	200,000	200,000	3.3%	2.0%	1.7%	50,000/60,000
Derek Ham Toronto, Ontario	1,000,000	1,000,000	16.7%	10.0%	8.3%	200,000/240,000
Jason Sleeth Toronto, Ontario	300,000	300,000	5.0%	3.0%	2.5%	Nil

Notes:
(1) Assuming that no Common Shares are purchased by these shareholders under the Offering and before the exercise of the Agent's Warrants and the CPC Stock Options. See "Plan of Distribution" and "Options to Purchase Securities".
(2) Julie Munro is the spouse of Robert Munro.
(3) This entity is beneficially owned and controlled by Robert Munro.
(4) This entity is beneficially owned and controlled by Janet King Yan Lam.
(5) This entity is beneficially owned and controlled by Tyler Lang.

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

Under the Escrow Agreement:

(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 Company'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%

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Release Dates	Percentage to be Released
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 Company 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 Escrow Agreement, upon the issuance by the Exchange of a bulletin delisting the Company, the Transfer Agent is irrevocably authorized to:

(a) immediately cancel all of the escrowed Common Shares held by each Non-Arm's Length Party to the Company 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.

PRINCIPAL SHAREHOLDERS

Principal Shareholders

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

Name and Municipality of Residence	Type of Ownership	Number of Common Shares Owned Prior to Giving Effect to the Offering	Percentage of Common Shares Owned Prior to Giving Effect to the Offering	Percentage of Common Shares Owned After to Giving Effect to the Offering^{(1)(2)}
				Minimum Offering	Maximum Offering
Robert Munro (3)
Toronto, Ontario	Direct and Indirect	2,300,000	38.33%	23.0%	19.17%
2320578 Ontario Inc. (4)
Toronto, Ontario	Direct	1,500,000	25.0%	15.0%	12.5%
Derek Ham
Toronto, Ontario	Direct	1,000,000	16.7%	10.0%	8.3%

Notes:

(1) Based on 6,000,000 Common Shares issued and outstanding, assuming that no Common Shares are purchased by these shareholders under the Offering and before the exercise of the Agent's Warrants and the CPC Stock Options.
(2) On a fully diluted basis, assuming the exercise of the Agent's Warrants and the CPC Stock Options and after giving effect to the Offering, Robert Munro, 2320578 Ontario Inc. and Derek Ham directly and indirectly own approximately 24.56%, 15.35% and 10.52% respectively, of the outstanding Common Shares in the case of a Minimum Offering and approximately 21.0%, 13.04% and 8.99% respectively, of the outstanding Common Shares in the case of a Maximum Offering.
(3) Includes 300,000 shares held directly by Robert Munro, 1,000,000 shares held indirectly by The Chrysalis Capital Group Inc., which Robert Munro is the principal security holder of, and 1,000,000 Common Shares held by Julie Munro who is the spouse of Robert Munro.
(4) Tyler Lang is the principal security holder of 2320578 Ontario Inc.

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DIRECTORS AND OFFICERS

Name, Address, Occupation, Security Holdings and Involvement with Other Reporting Issuers

The board of directors of the Company consists of four persons. Each director will hold office until the next annual meeting of shareholders or until his successor is elected or appointed. An audit committee has been established as a subcommittee of the board of directors. The following are the names and municipalities and countries of residence of the directors and officers of the Company, their current positions with the Company and their current principal occupation:

Name, Municipality and Country of Residence and Position with the Company	Director or Officer Since	Number of Common Shares Owned(1)(2)	Principal Occupation for Past Five Years
Robert Munro
Toronto, Ontario, Canada
President, Chief Executive Officer, Chief Financial Officer and Director	December 2, 2024	2,300,000(3)	CEO, The Chrysalis Capital Group Inc.
(March 2006 – Present)
Tyler Lang,
Toronto, Ontario, Canada
Director	December 19, 2024	1,500,000	Senior Managing Director, HDL Capital Inc.
(formerly WD Capital Markets Inc).
Jason A. Saltzman
Toronto, Ontario, Canada
Corporate Secretary and Director	December 19, 2024	200,000	Corporate Finance and Securities Lawyer since 1997 and Partner of Gowling WLG
(Canada) LLP, an international law firm.
Derek Ham
Toronto, Ontario, Canada
Director	January 31, 2025	1,000,000	President of DRH Capital, Independent Board Director

Notes:

(1) "Owned" includes owned, controlled, or otherwise directed, directly or indirectly.

(2) Assuming that no Common Shares are purchased by these shareholders under the Offering and before the exercise of the Agent's Warrants and the CPC Stock Options.

(3) Includes 1,000,000 shares held directly by Robert Munro, 1,000,000 shares held indirectly by The Chrysalis Capital Group Inc., which Robert Munro is the principal security holder of, and 1,000,000 Common Shares held by Julie Munro who is the spouse of Robert Munro.

The Company has appointed an audit committee consisting of the following three directors: Tyler Lang (Chair), Derek Ham and Robert Munro.

The total aggregate number of Common Shares beneficially owned, directly or indirectly, by all directors and officers of the Company as a group is 5,000,000, which in the case of a Minimum Offering is equal to approximately 50.0% and in the case of a Maximum Offering is equal to approximately 41.67% of the issued and outstanding Common Shares after giving effect to the Offering.

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

Directors and Officers of the Company

Set forth below is a description of the background of the directors and officers of the Company, including a description of each individual's principal occupation(s) within the past five years.

Robert Munro, Age 53, Chief Executive Officer, Chief Financial Officer and President

Mr. Munro has been the co-founder, Chief Executive Officer, Chief Financial Officer and a director of The Chrysalis Capital Group Inc. ("Chrysalis"), a private company focussed on all aspects of the Capital Pool Company program, since 2006. Mr. Munro has considerable experience with CPC's having been directly involved in more than eleven CPC transactions throughout his career.

Mr. Munro holds a Bachelor of Arts degree from Huron College, the founding college of the University of Western Ontario.

Mr. Munro will devote such amount of time as is required by the Company to identify and complete a Qualifying Transaction.

Jason A. Saltzman, Age 54, Secretary and Director

Mr. Saltzman is a partner in Gowling WLG (Canada) LLP's Toronto office practicing corporate finance and securities law, with an emphasis on securities offerings, mergers and acquisitions, private equity and venture capital transactions, corporate governance and securities registration and compliance matters. He has taken numerous companies public on the TSX, TSX Venture Exchange and the Canadian Securities Exchange by IPO, reverse takeover, capital pool transactions and direct listings. Mr. Saltzman is co-head of the firm's business law group in Toronto. Mr. Saltzman served two terms on the Ontario Securities Commission's Small and Medium Enterprises Advisory Committee from 2014 to 2017. Mr. Saltzman is a co-leader of Gowling WLG's Israel Desk. Mr. Saltzman is a member of the Board of Alterego Ventures 24 Corp., a capital pool corporation that has not yet completed its qualifying transaction and is a member of the Board of Bayview Country Club Limited.

Mr. Saltzman holds a LLB from Osgoode Hall Law School and a BA in Political Science from Western University.

Mr. Saltzman will devote such amount of time as is required by the Company to identify and complete a Qualifying Transaction.

Tyler Lang, Age 52, Director

Mr. Lang has worked in the corporate finance world for over 25 years, during which time has advised on over $2 billion of transactions. Since 2014, he has been President of HDL Capital Inc. (formerly, WD Capital Markets Inc.), a Toronto-based mid-market M&A Advisory boutique. Previously, Mr. Lang headed up HDL Capital Corporation, where he led over 100 successful financings and M&A transactions across a range of industries including Software & Technology, Healthcare, Manufacturing, Services, Hospitality, Financial Services and Mining/Resources. Prior to working in the corporate finance sector, Mr. Lang worked in retail banking and for the federal government.

Mr. Lang holds an MBA from the Schulich School of Business at York University (2000) and an Honors Bachelor of Arts from Carleton University (1997).

Mr. Lang will devote such amount of time as is required by the Company to identify and complete a Qualifying Transaction.

Derek Ham, Age 60, Director

Derek has over 25 years of experience in the investment industry, delivering value-added solutions and building long-term relationships with institutional investors and corporate clients. This includes nearly 8 years working at Canaccord Genuity as a Managing Director. Mr. Ham will devote such amount of time as is required by the Company to identify and complete a Qualifying Transaction.

26 -

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Other Reporting Issuer Experience

The following table sets out the directors, officers and promoters of the Company that are, or have been within the last five years, directors, officers or promoters of other issuers that are or were reporting issuers in any Canadian jurisdiction (or the equivalent in a jurisdiction outside of Canada):

Name	Name of Reporting Issuer	Name of Exchange or Market (if applicable)	Position	Term
Robert Munro	Givex Corp. (formerly County Capital 2 Ltd.)	TSX (Delisted)	Director	January 2021 to November 2024
	Adcore Inc. (formerly County Capital One Ltd.)	TSXV / TSX	Director	September 2018 to January 2021
	Inspira Financial Inc. (now Evome Medical Technologies Inc.)	TSXV	Director	March 2014 to June 2016
Tyler Lang	Givex Corp. (formerly County Capital 2 Ltd.)	TSX (Delisted)	Director	October 2019 to November 2021
	Adcore Inc. (formerly County Capital One Ltd.)	TSXV / TSX	Director	March 2018 to May 2019
Jason A. Saltzman	Adcore Inc. (formerly County Capital One Ltd.)	TSXV / TSX	Director	May 2019 to July 2021
	Cross Border Capital I Inc. (now Superbuzz Inc.)	TSXV	Director	December 2020 to July 2022
	Sol Cuisine Ltd.	TSXV (Delisted)	Officer	May 2021 to January 2022
	Alterego Ventures 24 Corp. (formerly A-Labs Capital V Corp.)	TSXV	Director	January 2020 to Present

Cease Trade Orders

Save and except as set forth below, no director, officer, Insider or promoter of the Company is, or within the 10 years prior to the date of this prospectus has been, a director, officer or promoter of any other Issuer that:

(a) was subject to a cease trade or similar order or an order that denied the other issuer access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days, that was issued while the director, officer, Insider, promoter or shareholder was acting in the capacity as director, officer, Insider or promoter; or

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

Penalties or Sanctions

No director, officer, Insider or promoter of the Company or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company, has been subject to any penalties

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

Bankruptcies

No director, officer, Insider or promoter of the Company or shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company, or a personal holding, company of any such persons has, within the 10 years before the date of this prospectus, as applicable:

(a) been a director, officer, Insider or promoter of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

(b) become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, officer, Insider, promoter or shareholder, state the fact.

Conflict of Interests

There are potential conflicts of interest to which all of the directors, officers, Insiders and promoters of the Company will be subject in connection with the operations of the Company. All 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 Company for businesses or assets in order to close a Qualifying Transaction. Accordingly, situations may arise where all of the directors, officers, Insiders and promoters will be in direct competition with the Company. Conflicts, if any, will be subject to the procedures and remedies as provided under the Business Corporations Act (Ontario).

Audit Committee

Exchange Policy 3.1 requires that the Company have an audit committee of at least three directors, the majority of whom are not employees, Control Persons or officers of the Company or any of its Associates or Affiliates. The audit committee will be responsible for overseeing the accounting and financial reporting processes of the Company and audits of the financial statements of the Company.

Given the current prescribed nature of the Company and its principal business being limited to identifying and evaluating assets or businesses with a view to completing, a Qualifying Transaction, it is anticipated that, prior to the Completion of the Qualifying Transaction, the only committee of the board of directors will be the audit committee.

Audit Committee Charter

The text of the charter of the Audit Committee is attached to this prospectus as Schedule "A".

Composition of the Audit Committee

The Company has appointed an audit committee consisting of the following three directors: Robert Munro, Derek Ham and Tyler Lang (chair). Derek Ham and Tyler Lang are independent of the Company for the purposes of Exchange Policy 3.1. Each of: Robert Munro, Derek Ham and Tyler Lang are financially literate and Derek Ham and Tyler Lang are independent of the Company for the purposes of National Instrument

28 -

52-110 - Audit Committees ("NI 52-110"). Robert Munro is not independent of the Company for the purposes of Exchange Policy 3.1 or NI 52-110 as he is the Chief Executive Officer, Chief Financial Officer and President of the Company.

Relevant Education and Experience

NI 52-110 provides that an individual is "financially literate" if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements.

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). Tyler Lang and Robert Munro have both served or currently serve on the boards of numerous reporting issuers. Derek Ham has relevant financial experience in the securities sector as a result of his 25 years with various investment banks such that he is financially literate for the purposes of serving on the audit committee. The education or experience of each audit committee member that is relevant to the performance of his responsibilities as an audit committee member is additionally set out above in the respective biographies of each member of the Audit Committee. See "Directors and Officers - Directors and Officers of the Company".

Each member has the requisite education and experience that has provided the member with: (a) an understanding of the accounting principles used by the Company to prepare its financial statements; (b) the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and provisions; (c) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company's financial statements, or experience actively supervising one or more individuals engaged in such activities; and (d) an understanding of internal controls and procedures for financial reporting.

Audit Committee Oversight

At no time since the commencement of the Company's most recently completed financial year has a recommendation of the Audit Committee to nominate or compensate an external auditor not been accepted by the board of directors.

Reliance on Certain Exemptions

Since incorporation, the Company has not relied on certain exemptions set out in NI 52-110, namely section 2.4 (De Minimis 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 and the Audit Committee, on a case by case basis.

29 -

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External Auditor Service Fees (By Category)

The following table sets out the aggregate fees charged to the Company by the external auditor since incorporation of the Company for the category of fees described.

	Audit Fees^{(1)}	Audit-Related Fees^{(2)}	Tax Fees^{(3)}	All Other Fees^{(4)}	Total Fees:
Since incorporation on December 2, 2024 to the date of this prospectus	$11,500	[Nil]	[Nil]	[Nil]	$11,500

Notes:

(1) "Audit fees" include aggregate fees estimated to be billed by the Company's external auditor since incorporation of the Company.

(2) "Audited related fees" include the aggregate fees billed since incorporation of the Company for assurance and related services by the Company's external auditor that are reasonably related to the performance of the audit or review of the Company'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 Company for professional services rendered by the Company'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 Company for products and services provided by the Company's external auditor, other than "Audit fees", "Audit related fees" and "Tax fees" above.

Exemption

The Company is a "venture issuer" for the purposes of NI 52-110. The Company 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.

EXECUTIVE COMPENSATION

Remuneration

Except as set out below or disclosed in this prospectus, prior to the Completion of the Qualifying Transaction, no payment of any kind has been made, or will be made, directly or indirectly, by the Company to a Non-Arm's Length Party to the Company 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 Company 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"; and

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

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DILUTION

Dilution

Purchasers of Common Shares under this prospectus will suffer an immediate dilution of approximately 30.0% or approximately $0.03 per Common Share assuming completion of a Minimum Offering, and approximately 25.0% or approximately $0.025 per Common Share assuming completion of a Maximum Offering. Dilution is based on the basis of total gross proceeds to be raised by this prospectus and from sales of securities prior to filing this prospectus, without deduction of commissions or related expenses incurred by the Company, or any Common Shares issuable on the exercise of the Agent's Warrants or the CPC Stock Options.

RISK FACTORS

Risk Factors

There are a number of risks inherent in making an investment in the Common Shares. The list below outlines the material risk factors that should be considered by persons considering purchasing the Common Shares. The list is not intended to be all-inclusive.

(a) the Company 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 the Completion of the Qualifying, Transaction. See "Corporate Structure" and "Business of the Company";

(b) investment in the Common Shares offered by the prospectus is highly speculative given the proposed nature of the Company's business and its present stage of development;

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

(d) assuming completion of the Offering, an investor will suffer an immediate dilution to its investment of approximately 30.0% or approximately $0.03 per Common Share assuming completion of a Minimum Offering, and approximately 25.0% or approximately $0.025 per Common Share assuming completion of a Maximum Offering. See "Dilution";

(e) there is no market through which the Common Shares 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;

(f) there can be no assurance that an active and liquid market for the Company's Common Shares will develop and an investor may find it difficult to resell its Common Shares;

(g) until Completion of the Qualifying Transaction, the Company is not permitted to carry on any business other than the identification and evaluation of potential Qualifying Transactions. See "Business of the Company";

(h) the Company has only limited funds with which to identify and evaluate potential Qualifying Transactions and there can be no assurance that the Company will be able to identify a suitable Qualifying Transaction. See "Business of the Company";

(i) even if a proposed Qualifying Transaction is identified, there can be no assurance that the Company will be able to successfully complete the transaction. See "Business of the Company";

(j) 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. See "Business of the Company";

(k) unless a 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 Company of fair value for the Common Shares;

(l) upon public announcement of a proposed Qualifying Transaction, trading in the Common Shares of the Company 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. The Common Shares of the Company may 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 Company completing the proposed Qualifying Transaction. See "Business of the Company";

(m) trading in the Common Shares of the Company may be halted at other times for other reasons, including for failure by the Company to submit documents to the Exchange in the time periods required;

(n) neither the Exchange nor any securities regulatory authority passes upon the merits of the proposed Qualifying Transaction;

(o) in the event that the Company 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;

(p) the Qualifying Transaction may be financed in all or part by the issuance of additional securities by the Company 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 Company;

(q) subject to prior Exchange acceptance, the Company may be permitted to loan or advance up to the greater of $250,000 and 20% of its working capital to a target business without shareholder approval and there can be no assurance that the Company will be able to recover that loan. See "Use of Proceeds"; and

(r) if the Common Shares are not listed and posted for trading on the Exchange at the time of closing of the Offering and the Company does not otherwise qualify as a "public corporation" for purposes of the Tax Act at the time of closing, then the Common Shares will not be qualified investments under the Tax Act at that time for a trust governed by a Registered Plan or a DPSP and adverse tax consequences will arise with respect to any Common Shares acquired or held by such a trust, all as described in more detail under "Eligibility for Investment".

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As a result of these factors, this Offering is suitable only to investors who are willing to rely solely on management of the Company 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.

LEGAL PROCEEDINGS

There are no legal proceedings to which the Company is or is likely to be a party.

RELATIONSHIP BETWEEN THE COMPANY AND THE AGENT

The Company is not a related issuer or connected issuer of the Agent (as such terms are defined in National Instrument 33-105 - Underwriting Conflicts).

The Agent has advised the Company that to the best of its knowledge and belief, no directors or officers, employees or contractors or Associates or Affiliates of the foregoing have subscribed for Common Shares of the Company.

Members of the Aggregate Pro Group hold 300,000 Common Shares of the Company.

RELATIONSHIP BETWEEN THE COMPANY AND PROFESSIONAL PERSONS

Certain legal matters relating to this Offering will be passed upon by Gowling WLG (Canada) LLP on behalf of the Company, and by Miller Thomson LLP on behalf of the Agent. Jason A. Saltzman, a partner with Gowling WLG (Canada) LLP also serves as a director of the Company. As at the date hereof, the Company is advised that the designated professionals (as such term is defined in Form 51-102F1 - Annual Information Form), as a group, of Gowling WLG (Canada) LLP, beneficially own, directly or indirectly, 200,000 Common Shares, representing 2.0% of the outstanding Common Shares, assuming completion of a Minimum Offering and 1.7% of the outstanding Common Shares, assuming completion of a Maximum Offering. As of the date hereof, partners and associates of Miller Thomson LLP do not own, directly or indirectly, any outstanding Common Shares but may subscribe for Common Shares pursuant to the Offering.

AUDITORS, TRANSFER AGENTS AND REGISTRARS

Auditor

MNP LLP, Chartered Professional Accountants, of Toronto, Ontario, is the auditor of the Company. The Company's auditor is independent with respect to the Company within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Ontario.

Transfer Agent and Registrar

The Company's transfer agent and registrar is TSX Trust Company, at its office at 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 1S3.

INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

The directors and officers have all acquired Common Shares and will be granted CPC Stock Options. Except as disclosed elsewhere herein, none of the directors, officers or principal shareholders of the Company, and no Associate or Affiliate of any of them, has or has had any material interest in any

33 -

transaction that materially affects the Company. See "Options to Purchase Securities", "Escrowed Securities" and "Principal Shareholders".

MATERIAL CONTRACTS

The Company has not entered into contracts material to investors in the Common Shares hereunder, other than:

The Transfer Agent and Registrar Agreement dated as of March 26, 2025 between the Company and the Transfer Agent.
The Escrow Agreement dated as of ●, 2025 among the Company, the Transfer Agent and those shareholders that executed such Escrow Agreement referred to under "Escrowed Securities".
The Agency Agreement dated as of ●, 2025 among the Company and the Agent referred to under "Plan of Distribution".

The material contracts described above may be inspected at the registered office of the Company, located at Suite 1600, 1 First Canadian Place, 100 King Street West, Toronto, Ontario, M5X 1G5, during normal business hours during the period of the distribution of the Common Shares being, distributed hereunder and for a period of thirty (30) calendar days thereafter.

OTHER MATERIAL FACTS

To management's knowledge, there are no other material facts relating to the securities to be offered and not disclosed elsewhere 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 to be offered.

DIVIDEND POLICY

To date, the Company has not paid any dividends on its outstanding Common Shares. The future payment of dividends will be dependent upon the financial requirements of the Company to fund further growth, financial condition of the Company and other factors which the board of directors of the Company 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 Gowling WLG (Canada) LLP, counsel to the Company, based on the current provisions of the Tax Act in force as of the date hereof, the Common Shares, if issued at the time of closing of the Offering, should be qualified investments under the Tax Act at the time of closing for a trust governed by a registered retirement savings plan ("RRSP"), a registered retirement income fund ("RRIF"), a registered education savings plan ("RESP"), a tax-free savings account ("TFSA"), or a registered disability savings plan ("RDSP"), first home savings account ("FHSA"), all as defined in the Tax Act (each a "Registered Plan") or a trust governed by a deferred profit sharing plan (a "DPSP"), provided that at the time of closing of the Offering either: (1) the Common Shares are listed and posted for trading on a "designated stock exchange" (as defined in the Tax Act, which currently includes the Exchange), or (2) the Company otherwise qualifies as a "public corporation" (as defined in the Tax Act) at that time.

The Common Shares are not currently listed on a designated stock exchange and the Company is not currently a public corporation. Therefore, the Company will apply to list the Common Shares on the

34 -

Exchange as of the day before the closing of the Offering, followed by an immediate halt in trading of the Common Shares in order to allow the Company to satisfy the conditions of the Exchange and to have the Common Shares listed and posted for trading prior to the issuance of the Common Shares on the closing of the Offering. No assurance can be given that this will occur. The Company must rely on the Exchange to list the Common Shares on the Exchange and have them posted for trading prior to the issuance of the Common Shares at the time of closing of the Offering and to otherwise proceed in such manner as may be required to result in the Common Shares being listed on the Exchange at the time of their issuance at the time of closing.

Alternatively, the Company may, in certain circumstances, make an election in its tax return under the Tax Act for its first taxation year to be deemed to have been a "public corporation" for purposes of the Tax Act retroactively to the beginning of its first taxation year.

If the Common Shares are not listed on the Exchange at the time of closing of the Offering and the Company does not qualify as a public corporation at the time of closing of the Offering, then the Common Shares will not be qualified investments under the Tax Act at that time for a trust governed by a Registered Plan or a DPSP and adverse tax consequences will arise with respect to any Common Shares acquired or held by such a trust.

Further, notwithstanding that the Common Shares may be a qualified investment, the holder, annuitant or subscriber of a Registered Plan will be subject to a penalty tax in respect of Common Shares held in that Registered Plan if such Common Shares are a "prohibited investment" for the purposes of the Tax Act. The Common Shares will generally be a "prohibited investment" if the holder, annuitant or subscriber, as the case may be, does not deal at arm's length with the Company for the purposes of the Tax Act or has a "significant interest" (as defined in the Tax Act) in the Company for the purposes of the Tax Act. The Common Shares will generally not be a "prohibited investment" if the Common Shares are "excluded property" as defined in the Tax Act for trusts governed by a Registered Plan. Prospective holders that intend to hold Common Shares in a Registered Plan are urged to consult their own tax advisers with respect to whether the Common Shares would constitute a "prohibited investment" in their particular circumstances.

PURCHASER'S STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in British Columbia, Alberta and Ontario provide purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within 2 business days after the later of (a) the date that the Company (i) filed the prospectus or any amendment on SEDAR+ and a receipt is issued and posted for the document, and (ii) issued and filed a news release on SEDAR+ announcing that the document is accessible through SEDAR +, and (b) the date that the purchaser or subscriber has entered into an agreement to purchase the securities or a contract to purchase or a subscription for the securities. The securities legislation further provides a purchaser with remedies for rescission or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission 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.

35 -

SCHEDULE “A”

CHRYSALIS 12 INC.
AUDIT COMMITTEE CHARTER

ARTICLE 1
DEFINITIONS

1.1 Definitions In this Charter

"audit services" means the professional services rendered by the Company's external auditor for the audit and review of the Company's financial statements or services that are normally provided by the external auditor in connection with statutory and regulatory filings or engagements;

"Board" means the board of directors of the Company;

"Charter" means this Audit Committee charter;

"Committee" means the committee established by and among the Board for the purpose of overseeing the accounting and financial reporting processes of the Company and audits of the financial statements of the Company;

"Company" means Chrysalis 12 Inc.;

"independent" has the meaning ascribed to it in Section 1.4 of NI 52-110;

"MD&A" has the meaning ascribed to it in Section 1.1 of NI 51-102;

"Member" means a member of the Committee;

"NI 51-102" means National Instrument 51-102 - Continuous Disclosure Obligations;

"NI 52-110" means National Instrument 52-110 - Audit Committees; and

"non-audit services" means services other than audit services.

ARTICLE 2
GENERAL

2.1 Audit Committee

2.1.1. The Board has hereby established the Committee whose purpose is to assist the Board in compliance with the requirements of the NI 52-110 and fulfilling its oversight responsibilities relating to:

(a) the integrity of the Company's financial statements;
(b) the Company's compliance with legal and regulatory requirements, as they relate to the Company's financial statements;
(c) the qualifications, independence and performance of the external auditor;
(d) internal controls and disclosure controls;
(e) the performance of the Company's internal audit function; and

A-1

(f) performing the additional duties set out in this Charter or otherwise delegated to the Committee by the Board.

2.2 Relationship with External Auditors

2.2.1. The Company will henceforth require its external auditor to report directly to the Committee.

2.3 Composition and Member Qualifications

2.3.1. The Committee will be composed of a minimum of three (3) Board members.

2.3.2. The majority of Committee members must be "independent" as that term is defined in applicable securities legislation.

2.3.3. Every Committee member must be "financially literate" as that term is defined in applicable securities legislation.

2.4 Member Appointment and Removal

2.4.1. The Board, at its organizational meeting held in conjunction with each annual general meeting of the holders of shares of the Company, shall appoint the members of the Committee for the ensuing year. The Board may at any time remove or replace any member of the Committee and may fill any vacancy in the Committee.

2.5 Committee Structure and Operations

2.5.1. Unless the Board shall have appointed a chair of the Committee, the members of the Committee shall elect a chair from amongst their number. If the chair of the Committee is absent from any meeting, the Committee shall select one of the other members of the Committee to preside at that meeting.

2.5.2. The Secretary of the Company shall be the secretary of the Committee, unless otherwise determined by the Committee. Minutes of meetings of the Committee shall be recorded and maintained by the Secretary of the Committee. Copies of the minutes shall be provided to the Board.

2.5.3. The quorum for meetings shall be a majority of the Members of the Committee, present in person or by telephone or other telecommunication device that permits all persons participating in the meeting to speak and to hear each other.

2.5.4. Meetings of the Committee shall be conducted as follows:

(a) the Committee shall meet at least four times annually at such times and at such locations as may be requested by the Chairman, and the Company's external auditors or any member of the Committee may request a meeting of the Committee;

(b) the Company's external auditors shall receive notice of and have the right and shall be encouraged to attend all meetings of the Committee; and

(c) the Chief Executive Officer and the Chief Financial Officer of the Company shall be invited to attend all meetings of the Committee, except executive sessions and private sessions with the external auditors, and other management representatives of the Company shall be invited to attend as necessary.

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ARTICLE 3
DUTIES AND RESPONSIBILITIES

3.1 Committee Responsibilities

3.1.1. The Committee shall be responsible for making the following recommendations to the Board:

(a) the external auditor to be nominated for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Company;

(b) the compensation of the external auditor.

3.1.2. The Committee shall be directly responsible for overseeing the work of the external auditor engaged for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Company, including the resolution of disagreements between management and the external auditor regarding financial reporting.

3.1.3. The Committee shall pre-approve all non-audit services to be provided to the Company or its subsidiary entities by the Company's external auditor.

3.1.4. The Committee shall review the Company's financial statements, MD&A and annual and interim earnings press releases before the Company publicly discloses this information.

3.1.5. The Committee shall ensure that adequate procedures are in place for the review of the Company's public disclosure of financial information extracted or derived from the Company's financial statements, and shall periodically assess the adequacy of those procedures.

3.1.6. The Committee shall establish procedures for:

(a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and

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

3.1.7. The Committee shall review and approve the Company's hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Company.

3.1.8. The Committee shall have the authority to delegate to individual members or subcommittees of the Committee.

3.2 De Minimis Non-Audit Services

3.2.1. The Committee shall satisfy the pre-approval requirement in subsection 3.1.3 of the Charter if:

(a) the aggregate amount of all the non-audit services that were not pre-approved is reasonably expected to constitute no more than five per cent of the total amount of fees paid by the Company and its subsidiary entities to the Company's external auditor during the fiscal year in which the services are provided;

(b) the Company or the subsidiary of the Company, as the case may be, did not recognize the services as non-audit services at the time of the engagement; and

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(c) the services are promptly brought to the attention of the Committee and approved, prior to the completion of the audit, by the Committee or by one or more of its Members to whom authority to grant such approvals has been delegated by the Committee.

3.3 Delegation of Pre-Approval Function

3.3.1. The Committee may delegate to one or more independent Members the authority to pre-approve non-audit services in satisfaction of the requirement in subsection 3.1.3.

3.3.2. The pre-approval of non-audit services by any Member to whom authority has been delegated pursuant to subsection 3.3 must be presented to the Committee at its first scheduled meeting following such pre-approval.

3.4 Pre-Approval Policies and Procedures

3.4.1. The Committee satisfies the pre-approval requirement in subsection 3.1.3 of the Charter if it adopts specific policies and procedures for the engagement of the non-audit services, if:

(a) the pre-approval policies and procedures are detailed as to the particular service;

(b) the Committee is informed of each non-audit service; and

ARTICLE 4 AUTHORITY

4.1 Authority

4.1.1. The Committee shall have the authority:

(a) to engage independent counsel and other advisors as it determines necessary to carry out its duties,

(b) to set and pay the compensation for any advisors employed by the Committee, and

ARTICLE 5 DISCLOSURE

5.1 Disclosure in Information Circular

5.1.1. If management of the Company solicits proxies from the security holders of the Company for the purpose of electing directors to the Board, the Company shall include in its management information circular the disclosure required by Form 52-110F2 - Disclosure by Venture Issuers.

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CHRYSALIS 12 INC.

Financial Statements

[SEE ATTACHED]

B-1

CHRYSALIS 12

Chrysalis 12 Inc.
(A Capital Pool Company)

Financial Statements
For the period from December 2, 2024 (date of incorporation) to May 31, 2025

Independent Auditor's Report

To the Board of Directors of Chrysalis 12 Inc.:

Opinion

We have audited the financial statements of Chrysalis 12 Inc. (the "Company"), which comprise the statement of financial position as at May 31, 2025, and the statements of comprehensive loss, changes in Shareholders' equity and cash flows for the period from December 2, 2024 (date of incorporation) to May 31, 2025, and notes to the financial statements, including material accounting policy information.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at May 31, 2025, and its financial performance and its cash flows for the period from December 2, 2024 (date of incorporation) to May 31, 2025 in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board.

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 Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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 IFRS Accounting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

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

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 Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our 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 Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

Toronto, Ontario
, 2025
Chartered Professional Accountants
Licensed Public Accountants

Chrysalis 12 Inc.
Statement of Financial Position
(in Canadian Dollars)

	May 31, 2025
Assets
Current
Cash (note 2)	$ 67,078
Short-term investment (note 3)	200,000
Total Assets	267,078
Liabilities
Current
Accounts payable and accrued liabilities	59,066
Total Liabilities	59,066
Shareholders' Equity
Share capital (note 4)	300,000
Deficit	(91,988)
Total Shareholders' Equity	208,012
Total Liabilities and Shareholders' Equity	$ 267,078

Nature of organization (note 1)
Subsequent events (note 8)

Approved on behalf of the Board

[signed] "Robert Munro"
Director

[signed] "Tyler Lang"
Director

The accompanying notes are an integral part of these financial statements

Chrysalis 12 Inc.
Statement of Comprehensive Loss
For the period from December 2, 2024 (date of incorporation) to May 31, 2025
(in Canadian Dollars)

Expenses

General & administrative 91,988

Total Expenses 91,988

Net loss and comprehensive loss $ (91,988)

Net loss per share $ (0.02)

Weighted average number of common shares outstanding 4,883,889

The accompanying notes are an integral part of these financial statements

Chrysalis 12 Inc.
Statement of Changes in Shareholders' Equity
For the period from December 2, 2024 (date of incorporation) to May 31, 2025
(in Canadian Dollars)

	Number of shares	Share capital ($)	Accumulated deficit ($)	Total ($)
Balance at December 2, 2024	-	--	-	-
Issuance of common shares (Note 4)	6,000,000	300,000	-	300,000
Net loss for the period			(91,988)	(91,988)
Balance, May 31, 2025	6,000,000	$ 300,000	$ (91,988)	$ 208,012

The accompanying notes are an integral part of these financial statements

Chrysalis 12 Inc.
Statement of Cash Flows
For the period from December 2, 2024 (date of incorporation) to May 31, 2025
(in Canadian Dollars)

Operating activities
Net loss for the period	$ (91,988)
Changes in working capital accounts
Accounts payable and accrued liabilities	59,066
Cash (used in) operating activities	(32,922)
Investing activities
Purchase of short-term investment	(200,000)
Cash (used in) investing activities	(200,000)
Financing activities
Issuance of common shares, net of issuance costs	300,000
Cash provided by financing activities	300,000
Net change in cash	67,078
Cash, beginning of period	-
Cash, end of period	$ 67,078

The accompanying notes are an integral part of these financial statements

Chrysalis 12 Inc.
Notes to Financial Statements
For the period from December 2, 2024 (date of incorporation) to May 31, 2025
(in Canadian Dollars)

1. Nature of Organization

Chrysalis 12 Inc. ("the Company") was incorporated under the Business Corporations Act (OBCA) of Ontario on December 2, 2024. The Company intends on being classified as a Capital Pool Company as defined in Policy 2.4 of the TSX Venture Exchange (the "Exchange") corporate finance manual.

On June 26, 2025, the Company filed a preliminary prospectus relating to the offering of a minimum of 4,000,000 Common Shares for total gross proceeds to the Company of $400,000, up to a maximum of 6,000,000 Common Shares for total gross proceeds to the Company of $600,000.

The Company has no assets other than cash and short-term investment and proposes to identify and evaluate potential acquisitions or businesses, and once identified and evaluated, to negotiate an acquisition or participation subject to receipt and, if required, shareholder's approval.

The Company's continuing operations as intended are dependent upon its ability to identify, evaluate and negotiate an acquisition of a participation in or an interest in properties, assets or businesses. Such an acquisition will be subject to regulatory approval and, if required, shareholder approval.

The head office and the registered head office of the Company is located at Suite 1600, 1 First Canadian Place, 100 King Street West, Toronto, Ontario, M5X 1G5.

On June 26, 2025, the Board of Directors approved the financial statements for the period from December 2, 2024 (date of incorporation) to May 31, 2025.

2. Material Accounting Policies

Statement of Compliance

The financial statements for the period from December 2, 2024 (date of incorporation) to May 31, 2025 have been prepared in accordance with IFRS® Accounting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB") and interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC").

Basis of Presentation

These financial statements are stated in Canadian dollars which is the Company's functional currency and were prepared on a going concern basis, under the historical cost convention except for certain financial instruments that have been measured at fair value.

Use of Estimates and Judgements

The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates. The Company does not have any significant estimates as of May 31, 2025.

Cash

Cash consists of the proceeds from the issuance of common shares, which is being held in the Company's bank account and the trust account.

Chrysalis 12 Inc.
Notes to Financial Statements
For the period from December 2, 2024 (date of incorporation) to May 31, 2025
(in Canadian Dollars)

Loss Per Share

The Company presents basic loss per share for its common shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted earnings or loss per share is calculated by adjusting the number of common shares for the effects of dilutive options and other dilutive potential units. Diluted loss per share does not adjust the loss attributable to common shareholders on the weighted average number of common shares outstanding when the effect is antidilutive.

Financial Instruments

Classification and measurement of financial instruments

The Company measures its financial assets and financial liabilities at fair value on initial recognition, which is typically the transaction price unless a financial instrument contains a significant financing component. Subsequent measurement is dependent on the financial instrument's classification which in the case of financial assets, is determined by the context of the Company's business model and the contractual cash flow characteristics of the financial asset. Financial assets are classified into the following categories: (1) measured at amortized cost and (2) fair value through profit and loss ("FVTPL") and (3) fair value through other comprehensive income ("FVTOCI"). Financial liabilities are subsequently measured at amortized cost, other than financial liabilities that are measured at FVTPL or designated as FVTPL where any change in fair value resulting from an entity's own credit risk is recorded as other comprehensive income ("OCI"). The Company does not employ hedge accounting for its risk management contracts currently in place.

The Company classifies its cash, short-term investment, accounts payable and accrued liabilities as measured at amortized cost. The contractual cash flows received from the financial assets are solely payments of principal and interest and are held within a business model whose objective is to collect the contractual cash flows.

Income Taxes

Tax expense comprises current and deferred tax. Tax is recognized in the statement of loss and comprehensive loss except to the extent it relates to items recognized in other comprehensive income or directly in equity. The determination of current and deferred taxes requires interpretations of tax legislation, estimates of expected timing of reversal of deferred tax assets and liabilities, and estimates of future earnings.

Current tax expense is based on the results for the period as adjusted for items that are not taxable or not deductible. Current tax is calculated using tax rates and laws that were enacted or substantively enacted at the end of the reporting period. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. Provisions are established where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred taxes are the taxes expected to be payable or recoverable on differences between the carrying amounts of assets in the statement of financial position and their corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences between the carrying amounts of assets and their corresponding tax bases. Deferred tax assets are recognized to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilized. Such assets and liabilities are not recognized if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets in a transaction that affects neither the taxable profit nor the accounting profit.

Chrysalis 12 Inc.
Notes to Financial Statements
For the period from December 2, 2024 (date of incorporation) to May 31, 2025
(in Canadian Dollars)

3. Short-term investment

The Company's short-term investment consists of $200,000 in a Guaranteed Investment Certificate ("GIC"), bearing interest at 3.1%, maturing February 7, 2026.

4. Share Capital

a) Authorized and Issued

The Company is authorized to issue an unlimited number of common shares.

Issued & outstanding common shares	Number	Amount ($)
Issuance of common shares – December 2, 2024	1*	1*
Issuance of common shares – December 19, 2024	3,700,000	185,000
Issuance of common shares – January 31, 2025	2,300,000	115,000
Balance, May 31, 2025	6,000,000	300,000

purchased for cancellation on December 19, 2024

b) Share Issuance Detail

On December 2, 2024, the Company issued 1 share for total proceeds of $0.01.

On December 19, 2024, the Company purchased the above-referenced 1 share for $0.01 and issued 3,700,000 shares for total net proceeds of $185,000.

On January 31, 2025, the Company issued 2,300,000 shares for total net proceeds of $115,000.

c) Escrowed Shares

6,000,000 of the common shares issued prior to the offering described in Note 4(b), which were issued (i) at a price below $0.10 per common share, or (ii) to a Non Arm's Length Party of the Company, as defined in the policies of the Exchange, and all common shares that may be acquired by Non Arm's Length Parties of the Company either under the offering or otherwise prior to completion of the Qualifying Transaction will be deposited with the Escrow Agent under an escrow agreement (the "Escrow Agreement"). The Escrow Agreement has not been signed as of May 31, 2025.

All stock options and all common shares issued prior to the completion of a Qualifying Transaction pursuant to the exercise of stock options must also be deposited in escrow and will be subject to escrow under the Escrow Agreement.

In addition, all common shares issued on or after the date of completion of a Qualifying Transaction pursuant to the exercise of stock options granted prior to the offering with an exercise price that is less than $0.10 will also subject to escrow under the Escrow Agreement.

Chrysalis 12 Inc.
Notes to Financial Statements
For the period from December 2, 2024 (date of incorporation) to May 31, 2025
(in Canadian Dollars)

5. Related Party Transactions

Key management personnel consist of officers and directors of the Company. No compensation was paid to key management personnel during the current period.

Transactions with related parties are incurred in the normal course of business and initially measured at fair value.

During the period ended May 31, 2025, the Company incurred legal services in the amount of $45,162 (including taxes and disbursements) from a law firm in which a director is a partner. As at May 31, 2025, 45,162 (including taxes and disbursements) is included in accounts payable and accruals related to these services.

6. Financial Risk Management Objectives and Policies

Capital Management

The Company's capital consists of share capital. The Company's objective for managing capital is to maintain sufficient capital to identify, evaluate and complete an acquisition or other transaction as disclosed in Note 1. The Company sets the amount of capital in relation to risk and manages the capital structure and makes adjustments to it in light of changes to economic conditions and the risk characteristics of the underlying assets.

The Company's objectives when managing capital are:

i. to maintain a flexible capital structure, which optimizes the cost of capital at acceptable risk; and,

ii. to maintain investor, creditor and market confidence in order to sustain the future development of the business.

The Company expects its current capital resources will be sufficient to carry its operations. 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 to cover prescribed costs of issuing common shares or administrative and general expenses of the Company. These restrictions may apply until completion of a Qualifying Transaction by the Company as defined under the policies of the Exchange.

Financial Instruments and Risk Management

The Company, as part of its operations, carries financial instruments consisting of cash, short-term investment and accounts payable and accrued liabilities. It is management's opinion that the Company is not exposed to significant credit, interest, or currency risks arising from these financial instruments except as otherwise disclosed.

Fair values

Fair value represents the price at which a financial instrument could be exchanged in an orderly market, in an arm's length transaction between knowledgeable and willing parties who are under no compulsion to act. The Company classifies the fair value of the financial instruments according to the following hierarchy based on the amount of observable inputs used to value the instrument.

Level 1: Fair value measurements are those derived from quoted prices (unadjusted) in the active market for identical assets or liabilities.

Level 2: Fair value measurements are those derived from inputs other than quoted prices that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (derived from prices).

Level 3: Fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data.

The carrying amount of cash, short-term investment and account payable and accrued liabilities approximates its fair value due to the short-term maturities of these items.

Chrysalis 12 Inc.
Notes to Financial Statements
For the period from December 2, 2024 (date of incorporation) to May 31, 2025
(in Canadian Dollars)

Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss to the other party by failing to discharge an obligation. The Company's financial assets are cash and short-term investment. The Company's maximum exposure to credit risk, as at period end, is the carrying value of its financial assets. The Company manages credit risk by maintaining its cash and short-term investment held at major financial institutions.

Liquidity risk

Liquidity risk is the risk that the Company may encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at May 31, 2025, the Company has cash of $67,078 to satisfy obligations of $59,066 as they come due, as such, is not exposed to significant liquidity risk.

Market risk

Market risk is the risk of loss that results from changes in market prices, market risk is comprised of foreign currency risk, interest rate risk and other price risks.

i) Currency Risk

The Company does not have assets or liabilities in a foreign currency and therefore is not exposed to foreign currency risk.

ii) Interest Rate Risk

Interest rate risk arises because of the fluctuation in interest rates. The Company is subject to interest rate risk on its short-term investments. The Company invests primarily in Guaranteed Investment Certificates ("GICs") for terms of one year or less, depending on expected cash needs, at interest rates available at the investment date. If a shift in interest rates of 1% were to occur, the impact on short-term investments and the related income for the period ended May 31, 2026 would be insignificant.

iii) Commodity risk

The Company is not exposed to commodity risk.

7. Income Taxes

A reconciliation of combined federal and provincial corporate income taxes of statutory rates of 26.5% and the Company's effective income tax expense is as follows:

	2025
Net loss for the period	$ 91,988
Expected income tax recovery	(24,377)
Deferred tax assets not recognized	24,377
Income taxes (recovery) reimbursement	$ -

Chrysalis 12 Inc.
Notes to Financial Statements
For the period from December 2, 2024 (date of incorporation) to May 31, 2025
(in Canadian Dollars)

As at May 31, 2025, the Company has non-capital losses for income tax purposes of approximately $91,988 which can be carried forward to be applied against future taxable income. These losses expire to the extent unutilized against future taxable income in 2044.

The Company 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 Events

a) Filing of the Prospectus

On June 26, 2025, the Corporation filed a preliminary prospectus relating to the offering of a minimum of 4,000,000 common share and a maximum of 6,000,000 common shares at $0.10 per share.

b) Agent's compensation

The Company intends to grant Canaccord Genuity Corp. (the "Agent"), the agent in connection with the proposed equity offering, a non-transferable option to purchase that number of common shares equal to 10% of the aggregate number of common shares sold pursuant to the offering at a price of $0.10 per common share. The option will be available for exercise for a period of 5 years from the date of listing of the common shares on the Exchange. In addition, the Company has agreed to pay to the Agent a cash commission equal to 10% of the gross proceeds of the offering and a corporate finance fee of $20,000 as compensation for acting as agent. The Agent will also be reimbursed for its legal and other expenses up to a maximum of $30,000 plus disbursements.

d) Incentive Stock Options

The Company intends to grant incentive stock options to its directors and officers to purchase an aggregate of up to 10% of the issued and outstanding common shares after giving effect of the offering, exercisable at a price of $0.05 per common share for a period of ten years from the date of grant.

CERTIFICATE OF THE COMPANY

Dated: June 26, 2025

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 Ontario, British Columbia and Alberta.

CHRYSALIS 12 INC.

(s) "Robert Munro"
Robert Munro
Chief Executive Officer
President

(s) "Robert Munro"
Robert Munro
Chief Financial Officer

ON BEHALF OF THE BOARD OF DIRECTORS

(s) "Tyler Lang"
Tyler Lang
Director

(s) "Jason A. Saltzman"
Jason A. Saltzman
Director

C - 1

CERTIFICATE OF THE AGENT

Dated: June 26, 2025

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 Ontario, British Columbia and Alberta.

CANACCORD GENUITY CORPORATION

(s) "Glenda Chin"

Glenda Chin
Director, Underwriting & Retail Syndication

C - 2

ACKNOWLEDGEMENT - PERSONAL INFORMATION FORM

Acknowledgement - Personal Information

Acknowledgement by CPC

"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 - Information Required in a CPC Prospectus of the TSX Venture Exchange, 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.

CHRYSALIS 12 INC.

Per: _________
(s) “Robert Munro”
Authorized Signatory

AI assistant

Chrysalis 12 — Share Issue/Capital Change 2025

48568_rns_2025-06-26_004a14b3-f043-40ab-8541-dbb24fb0399c.pdf

PRELIMINARY PROSPECTUS

CHRYSALIS 12 INC. (a Capital Pool Company)

Market for Securities

Risk Factors

TABLE OF CONTENTS

GLOSSARY

PROSPECTUS SUMMARY

The Company:

Business of the Company:

The Offering:

Use of Proceeds:

Name, Incorporation and Place of Business

BUSINESS OF THE COMPANY

Preliminary Expenses

Proposed Operations until Completion of the Qualifying Transaction

Method of Financing

Criteria for a Qualifying Transaction

Filings and Shareholder Approval of a Qualifying Transaction

Initial Listing Requirements

Trading Halts, Suspensions and Delisting

Refusal of Qualifying Transaction

USE OF PROCEEDS

Proceeds and Principal Purposes

Permitted Use of Funds

Private Placements for Cash

Prohibited Payments to Non-Arm's Length Parties

Finder's Fees

PLAN OF DISTRIBUTION

Name of Agent and Agent's Compensation

Commercially Reasonable Efforts Offering and Minimum Distribution

Other Securities to be Distributed

Determination of Price

Listing Application

Venture Issuer

Restrictions on Trading

DESCRIPTION OF SECURITIES DISTRIBUTED

General

Common Shares

CAPITALIZATION

OPTIONS TO PURCHASE SECURITIES

CPC Stock Options

Stock Option Terms

Escrowed Securities on Qualifying Transaction

PRINCIPAL SHAREHOLDERS

Principal Shareholders

Notes:

DIRECTORS AND OFFICERS

Name, Address, Occupation, Security Holdings and Involvement with Other Reporting Issuers

Notes:

Directors and Officers of the Company

Other Reporting Issuer Experience

Cease Trade Orders

Penalties or Sanctions

Bankruptcies

Conflict of Interests

Audit Committee

Audit Committee Charter

Composition of the Audit Committee

Relevant Education and Experience

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees (By Category)

Notes:

Exemption

EXECUTIVE COMPENSATION

Remuneration

DILUTION

Dilution

RISK FACTORS

Risk Factors

LEGAL PROCEEDINGS

RELATIONSHIP BETWEEN THE COMPANY AND THE AGENT

RELATIONSHIP BETWEEN THE COMPANY AND PROFESSIONAL PERSONS

AUDITORS, TRANSFER AGENTS AND REGISTRARS

Auditor

Transfer Agent and Registrar

Chrysalis 12 Share Issue/Capital Change 2025