Compass Venture Inc. — Capital/Financing Update 2020

Oct 27, 2020

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.

PROSPECTUS

Initial Public Offering

October 26, 2020

COMPASS VENTURE INC. (a Capital Pool Company)

Minimum Offering: $250,000 or 2,500,000 Common Shares Maximum Offering: $350,000 or 3,500,000 Common Shares

Price: $0.10 per Common Share

Compass Venture Inc. (the “ Corporation ”) offers through its agent, PI Financial Corp. (the “ Agent ”), common shares (each, a “ Common Share ”) of the Corporation (the “ Offering ”) at a price of $0.10 per Common Share (the “ Offering Price ”) to the public in the Provinces of British Columbia and Alberta and (and in such other jurisdictions where the Common Shares may be sold by the Agent pursuant to applicable laws of such other jurisdictions). The purpose of the Offering isto provide the Corporation with funds with which to identify and evaluate businesses or assets with a viewto completing a Qualifying Transaction, as hereinafter defined. Any proposed Qualifying Transaction must be approved by the TSX Venture Exchange (the “ Exchange ”) and, in the case of a Non-Arm’s Length Qualifying Transaction, as hereinafter defined, must also receive Majority of the Minority Approval, as hereinafter defined, in accordance with Exchange Policy 2.4 (the “ CPC Policy ”). The Corporation is a Capital Pool Company (“ CPC ”). It has not commenced commercial operations and has no assets other than a minimum amount of cash. Except as specifically contemplated in the CPC Policy, until the Completion of the Qualifying Transaction, as hereinafter defined, the Corporation will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing a proposed Qualifying Transaction. See “Business of the Corporation” and “Use of Proceeds”.

The Offering is made on a “commercially reasonable efforts” agency basis on behalf of the Corporation by the Agent in the Provinces of British Columbia and Alberta and (and in such other jurisdictions where the Common Shares may be sold by the Agent without requirement for registration or filing of a prospectus and pursuant to applicable laws of such other jurisdictions). The Offering consists of a minimum of 2,500,000 Common Shares (the “ Minimum Offering ”) and a maximum of 3,500,000 Common Shares (the “ Maximum Offering ”) at the Offering Price for total gross proceeds to the Corporation of a minimum of $250,000 and a maximum of $350,000. The Offering Price was determined by negotiation between the Corporation and the Agent in accordance with the CPC Policy.

Per Common Share Minimum Offering(3) Maximum Offering(3)	Number of Common Shares Price to Public Agent’s Commission(1) Net Proceeds to Corporation(2)
	1 $0.10 $0.010 $0.09
	2,500,000 $250,000 $25,000 $225,000
	3,500,000 $350,000 $35,000 $315,000

Notes:

(1) A cash commission of 10% of the gross proceeds of the Offering will be paid to the Agent. Additionally, the Corporation will pay a corporate finance fee of $17,000 plus GST to the Agent. The Agent will also be reimbursed by the Corporation for its expenses, including reasonable legal fees. The Agent will also be granted the Agent’s Option referred to below. See “Plan of Distribution - Agency Agreement and Agent’s Compensation”.

(2) Before deducting the expenses and costs related to the Offering estimated at $182,000 (exclusive of the Agent’s commission), which includes legal and audit fees, the Agent’s corporate finance fee, expenses and legal fees, the listing fee payable to the Exchange, regulatory and SEDAR filing fees, among other costs. See “Use of Proceeds”.

(3) A minimum of 2,500,000 Common Shares and a maximum of 3,500,000 Common Shares are qualified for distribution under this prospectus. In addition, this prospectus qualifies for distribution the Agent’s Option and the Incentive Share Options, as hereinafter

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defined. See “Plan ofDistribution”.

All funds received from subscriptions for Common Shares will be held by the Agent pursuant to the terms of an agency agreement between the Corporation and the Agent (the “ Agency Agreement ”). If the Minimum Offering is not raised within 90 days of the issuance of a receipt for the final prospectus or such other time as may be consented to by 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”.

Pursuant to the Agency Agreement, the Agent, and any sub-agents as the Agent may direct, will be granted a nontransferable option (the “ Agent’s Option ”) to purchase up to 10% of the Common Shares sold pursuant to the Offering (the “ Agent’s Shares ”), being 250,000 Agent’s Shares if the Minimum Offering is raised and 350,000 Agent’s Shares if the Maximum Offering is raised, at a price of $0.10 per Agent’s Share, and expiring 24 months from the date the Common Shares are listed on the Exchange. The grant of the Agent’s Option is qualified under this prospectus. See “Agency Agreement and Agent’s Compensation”.

In addition to the Offering, the Corporation will enter into subscription agreements on or prior to the closing of the Offering pursuant to which subscribers, which may include certain directors and officers of the Corporation, will agree to purchase, on a private placement basis, up to 2,000,000 Common Shares at a price of $0.10 per Common Share for gross proceeds of up to $200,000 concurrent with the closing of the Offering (the “ Private Placement ”). Closing of the Offering is not conditional upon the closing of the Private Placement. As a condition of listing, the Exchange has required that a minimum of $175,000 be subscribed for in the Private Placement (the “ Minimum Private Placement ”). The Corporation may pay finder’s fees payable in cash or Common Shares in connection with the Private Placement.

Pursuant to the Corporation’s incentive stock option plan, upon closing of the Offering, the directors and officers of the Corporation will be granted incentive common share options (the “ Incentive Share Options ”) to purchase up to a total of 920,000 Common Shares if the Minimum Offering and the Minimum Private Placement are raised or a total of 1,045,000 Common Shares if the Maximum Offering and the fully subscribed Private Placement are raised, exercisable at $0.10 per Common Share for ten years from the date of grant. The grant of the Incentive Share Options is qualified under this prospectus. See “Options to Purchase Securities”.

Singapore

This prospectus has not been and will not be registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the Offering and the Private Placement may not be circulated or distributed, nor may the Common Shares be offered or sold, or be made the subject of an invitation for purchase, whether directly or indirectly, in Singapore other than pursuant to and in accordance with the conditions of, any applicable provision of the Securities and Futures Act (Cap. 289) of Singapore.

Market for Securities

The Exchange has conditionally accepted the listing of the Corporation’s Common Shares. Listing will be subject to the Corporation fulfilling all of the listing requirements of the Exchange and the approval of the Exchange.

Other than the initial distribution of the Common Shares pursuant to this prospectus, the Private Placement, the grant of the Agent’s Option and the grant of Incentive Share Options to certain directors and officers of the Corporation, trading in all securities of the Corporation is prohibited during the period between the date a receipt for the preliminary prospectus is issued by the British Columbia Securities Commission that is designated the principal regulator 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 commission grants a discretionary order.

Risk Factors

There is no market through which the Common Shares offered by this prospectus may be sold and purchasers may not be able to resell the Common Shares purchased under this prospectus. This may affect the pricing of the Common Shares in the secondary market, the transparency andavailability of trading prices, the liquidity of the Common Shares, and the extent of issuer regulation. See “Risk Factors”.

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

The Offering Price of the Common Shares issuable under this Offering significantly exceeds the net tangible book value per Common Share, and accordingly, purchasers under this prospectus will suffer immediate and substantial dilution of their investment before considering costs associated with the Offering and the Private Placement. Upon completion of the Offering, purchasers will suffer an immediate dilution of approximately 27% or $0.03 per Common Share assuming completion of the Minimum Offering and the Minimum Private Placement and approximately 24% or $0.02 per Common Share assuming completion of the Maximum Offering and the fully subscribed Private Placement, before the deduction of selling commissions and related expenses incurred by the Corporation. See “Dilution”.

The Corporation does not currently own any assets other than cash. The business objective of the Corporation is to identify and evaluate assets or businesses with a view to completing the Qualifying Transaction which receives Exchange approval and in the case of a Non-Arm’s Length Qualifying Transaction, Majority of the Minority Approval of the Corporation’s shareholders; however, there can be no assurance that the Corporation will successfully complete the Qualifying Transaction. The Corporation has commenced the process of identifying potential acquisitions, but to date, the Corporation has not identified any potential acquisitions. The Corporation may determine that current markets, terms of acquisition, or pricing conditions make such potential acquisitions uneconomic. The Corporation may find that even if the terms of a potential acquisition are economic, the Corporation may not be able to finance such acquisition and additional funds may be required. The Qualifying Transaction may involve the acquisition of a business located outside of Canada and, as such, investors should be aware that it may be difficult or may not be possible to effect service or notice to commence legal proceedings upon any directors, officers and experts outside of Canada and that it may not be possible to enforce against such persons or the Corporation, judgments obtained in Canadian courts predicated upon the civil liability provisions of applicable securities laws in Canada. Where the investment or acquisition is financed by the issuance of Common Shares from the Corporation’s treasury, control of the Corporation may change and shareholders may suffer further dilution of their investment. The Corporation will be in competition with other entities with greater resources.

The Corporation has neither a history of earnings nor has it paid any dividends and it is unlikely to generate earnings or pay dividends in the immediate or foreseeable future. In the event that the Common Shares are listed on the Exchange, the Exchange may suspend from trading or delist the Common Shares where the Corporation has failed to complete the Qualifying Transaction within 24 months of the date of listing. In addition, delisting of the Common Shares may result in the cancellation of all or some of the Common Shares owned by Non-Arm’s Length Parties, as hereinafter defined, issued prior to the Offering. Investors must rely solely on the expertise of the Corporation’s directors and officers for any possible return on their investment.

The Corporation’s directors, officers, as a group, beneficially own or control, directly or indirectly, 2,400,000 Common Shares, which represents 48.48% of the issued and outstanding Common Shares before giving effect to the Offering and the Private Placement, and 26.09% of the issued and outstanding Common Shares if the Minimum Offering and the Minimum Private Placement are completed and 22.97% of the issued and outstanding Common Shares if the Maximum Offering and the fully subscribed Private Placement are completed. The directors and officers of the Corporation will only devote part of their time to the affairs of the Corporation and there are potential conflicts of interest to which some of the directors and officers of the Corporation will be subject in connection with the operations of the Corporation. See “Business of the Corporation”, “Use of Proceeds”, “Capitalization”, “Officers and Directors”, “Dilution” and “Risk Factors”.

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Maximum Investment

Pursuant to the CPC Policy, no purchaser of the Common Shares is permitted to directly or indirectly purchase more than 2% of the total Common Shares offered under this prospectus, being 50,000 Common Shares ($5,000) in the case of the Minimum Offering and 70,000 Common Shares ($7,000) in the case of the Maximum Offering. In addition, the maximum number of Common Shares that may directly or indirectly be purchased by that purchaser, together with any Associates or Affiliates of that purchaser, is 4% of the total number of Common Shares offered under this prospectus, being 100,000 Common Shares ($10,000) in the case of the Minimum Offering and 140,000 Common Shares ($14,000) in the case of the Maximum Offering.

Receipt of Subscriptions

The Agent, as agent, hereby conditionally offers for sale, on a “commercially reasonable efforts” agency basis, a minimum of 2,500,000 Common Shares and a maximum of 3,500,000 Common Shares at a price of $0.10 per Common Share, in the Provinces of British Columbia and Alberta (and in such other jurisdictions where the Common Shares may be sold by the Agent pursuant to applicable laws of such other jurisdictions), The Common Shares are conditionally offered, subject to prior sale, if, as and when subscriptions are accepted by the Corporation, in accordance with the terms and conditions of the Agency Agreement referred to under “Plan of Distribution” and subject to the approval of certain legal matters by Boughton Law Corporation, on behalf of the Corporation and by MLT Aikins LLP, on behalf of the Agent.

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

Agent for the Offering:

PI Financial Corp. Suite 1900, 666 Burrard Street, Vancouver, B.C. V6C 3N1 Telephone: (604) 664-2900

TABLE OF CONTENTS

GLOSSARY........................................................................................................................................................................... 2 PROSPECTUS SUMMARY.................................................................................................................................................. 7 THE CORPORATION......................................................................................................................................................... 10 BUSINESS OF THE CORPORATION ............................................................................................................................... 10 Preliminary Expenses................................................................................................................................................ 10 Proposed Operations until Completion of the Qualifying Transaction...................................................................... 10 Method of Financing................................................................................................................................................. 10 Criteria for the Qualifying Transaction ..................................................................................................................... 10 Filings and Shareholder Approval of a Non-Arm’s Length Qualifying Transaction................................................. 11 Initial Listing Requirements...................................................................................................................................... 11 Trading Halts, Suspensions and Delisting................................................................................................................. 11 Refusal of Qualifying Transaction ............................................................................................................................ 12 USE OF PROCEEDS........................................................................................................................................................... 13 Proceeds and Principal Purposes............................................................................................................................... 13 Permitted Use of Funds............................................................................................................................................. 14 Restrictions on Use of Proceeds................................................................................................................................ 14 Private Placements for Cash...................................................................................................................................... 15 Prohibited Payments to Non-Arm’s Length Parties .................................................................................................. 15 PLAN OF DISTRIBUTION................................................................................................................................................. 15 Agency Agreement and Agent’s Compensation........................................................................................................ 15 Commercially Reasonable Efforts Offering and Minimum Distribution................................................................... 16 Other Securities to be Distributed ............................................................................................................................. 17 Determination of Price .............................................................................................................................................. 17 Listing Application.................................................................................................................................................... 17 Subscriptions by and Restrictions on the Agent........................................................................................................ 17 Restrictions on Trading ............................................................................................................................................. 17 Singapore .................................................................................................................................................................. 18 DESCRIPTION OF THE SECURITIES DISTRIBUTED................................................................................................... 18 CAPITALIZATION............................................................................................................................................................. 18 OPTIONS TO PURCHASE SECURITIES.......................................................................................................................... 19 PRIOR SALES..................................................................................................................................................................... 20 ESCROWED SECURITIES................................................................................................................................................. 20 PRINCIPAL SHAREHOLDERS ......................................................................................................................................... 23 DIRECTORS, OFFICERS AND PROMOTERS................................................................................................................. 23 Name, Municipality, Occupation, Security Holding and Involvement with Other Reporting Issuers....................... 26 Corporate Cease Trade Orders or Bankruptcies ........................................................................................................ 26 Penalties or Sanctions................................................................................................................................................ 26 Personal Bankruptcies............................................................................................................................................... 26 Conflicts of Interest................................................................................................................................................... 26 EXECUTIVE COMPENSATION........................................................................................................................................ 26 DILUTION........................................................................................................................................................................... 28 RISK FACTORS.................................................................................................................................................................. 28 PROMOTERS...................................................................................................................................................................... 30 INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ................................................. 30 MATERIAL CONTRACTS................................................................................................................................................. 30 LEGAL PROCEEDINGS..................................................................................................................................................... 30 RELATIONSHIP BETWEEN THE CORPORATION AND THE AGENT....................................................................... 30 RELATIONSHIP BETWEEN THE CORPORATION AND PROFESSIONAL PERSONS.............................................. 31 AUDITOR, TRANSFER AGENT AND REGISTRAR...................................................................................................... .31 DIVIDEND POLICY ........................................................................................................................................................... 31 ELIGIBILITY FOR INVESTMENT ................................................................................................................................... 31 PURCHASERS’ STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION ...................................................... .32 FINANCIAL STATEMENTS FOR THE PERIOD FROM INCORPORATION ON JANUARY 2, 2020 TO JULY 31, 2020 CERTIFICATE OF THE CORPORATION..................................................................................................................... C-1 CERTIFICATE OF THE PROMOTER ............................................................................................................................. C-2 CERTIFICATE OF THE AGENT. .................................................................................................................................... C-3

GLOSSARY

“ Affiliate ” means a company that is affiliated with another company as described below: A Company is an “Affiliate” of another company if:

• (a) one of them is the subsidiary of the other; or

• (b) each of them is controlled by the same Person.

A company is “controlled” by a Person if:

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

• (b) the voting securities, if voted, entitle the Person to elect a majority of the directors of the company.

A Person beneficially owns securities that are beneficially owned by:

• (a) a company controlled by that Person; or

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

“ Agency Agreement ” means the agency agreement dated October 26, 2020 between the Corporation and the Agent.

“ Agent ” means PI Financial Corp. at its office in Vancouver, British Columbia.

“ Agent’s Option ” means the non-transferable option to be granted by the Corporation to the Agent entitling the Agent to purchase Agent’s Shares in an amount equal to 10% of the number of Common Shares sold pursuant to the Offering, being 250,000 Agent’s Shares if the Minimum Offering is raised or 350,000 Agent’s Shares if the Maximum Offering is raised, at an exercise price of $0.10 per Agent’s Share, expiring 24 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 Option.

“ 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

• (e) 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

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entitling him to more than 10 percent of the voting rights attached to all outstanding voting securities of the Issuer;

• (b)

• any partner of the Person;

• (c) any trust or estate in which the Person has a substantial beneficial interest or in respect of which the Person serves as trustee or in a similar capacity; and

• (d)

• in the case of a Person who is an individual:

• (i) that Person’s spouse or child; or

• (ii) any relative of that Person or of his spouse who has the same residence as that person;

but:

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

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

“ Common Shares ” means the common shares of the Corporation.

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

“ Completion of the Qualifying Transaction ” means the date the Final Exchange Bulletin is issued by the Exchange.

“ Computershare ” means Computershare Investor Services Inc., which is the transfer agent and registrar of the Corporation.

“ 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.

“ Corporation ” means Compass Venture Inc., a corporation incorporated under the Business Corporations Act (British Columbia) having its registered office in Vancouver, British Columbia.

“ CPC ” means a corporation:

• (a) that has filed and obtained a receipt for a preliminary CPC prospectus from one or more of the Commissions in compliance with the CPC Policy; and

• (b) in regard to which the Final Exchange Bulletin has not yet been issued.

“ CPC Policy ” means Policy 2.4 of the Exchange’s Corporate Finance Manual.

“ Escrow Agreement ” means the escrow agreement dated May 22, 2020 among the Corporation, Computershare and certain shareholders of the Corporation.

“ Exchange ” or “ TSXV ” means the TSX Venture Exchange Inc.

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

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“ Incentive Share Option(s) ” means the incentive options to be granted to the directors and officers of the Corporation upon closing of the Offering to purchase up to a total of 920,000 Common Shares if the Minimum Offering and the Minimum Private Placement are raised or a total of 1,045,000 Common Shares if the Maximum Offering and the fully subscribed Private Placement are raised, exercisable at $0.10 per Common Share for ten years from the date of grant pursuant to the Option Plan.

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

“ initial public offering ” or “ IPO ” means a transaction that involves an Issuer issuing securities from its treasury pursuant to its first prospectus.

“ Insider ” if used in relation to an Issuer, means:

• (a) a director or senior officer of the Issuer;

• (b) a director or senior officer of the company that is an Insider or subsidiary of the Issuer;

• (c) a Person that beneficially owns or controls, directly or indirectly, voting shares carrying more than 10% of the voting rights attached to all outstanding voting shares of the Issuer; or

• (d) the Issuer itself if it holds any of its own securities.

“Issuer ” means a company and its subsidiaries which have any of its securities listed for trading on the Exchange and, as the context requires, any applicant company seeking a listing of its securities on the Exchange.

“ Majority of the Minority Approval ” means the approval of the Qualifying Transaction by the majority of the votes cast by shareholders, other than:

• (a) Non-Arm’s Length Parties to the CPC;

• (b) Non-Arm’s Length Parties to the Qualifying Transaction; and

• (i) in the case of a Related Party Transaction:

• (ii) if the CPC holds its own shares, the CPC; and

• (iii) a Person acting jointly or in concert with a Person referred to in paragraph (a) or(b) in respect of the transaction;

at a properly constituted meeting of the common shareholders of the CPC.

“ Maximum Offering ” means the offering of a maximum of 3,500,000 Common Shares in accordance with the terms of this prospectus.

“ Member ” means a Person who has executed the Members’ Agreement, as amended from time to time, and is accepted as and becomes a member of the Exchange under the Exchange requirements.

“ Members’ Agreement ” means the members’ agreement among the Exchange and each Person who, from time to time, is accepted as and becomes a member of the Exchange under the Exchangerequirements.

“ Minimum Offering ” means the offering of a minimum of 2,500,000 Common Shares in accordance with the terms of this prospectus.

“ Minimum Private Placement ” means the minimum total subscription of $175,000, or 1,750,000 Common Shares pursuant to the Private Placement that the Exchange has required to be sold as a condition of listing,

“ NEX ” means the market on which former Exchange and Toronto Stock Exchange Issuers that do not meet Exchange tier maintenance requirements for Tier 2 Issuers may continue to trade.

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“ Non-Arm’s Length Party ” means:

• (a) in relation to a company, a Promoter, an officer, director, other Insider or Control Person of that company (including an Issuer) and any Associates or Affiliates of any of such Persons; and

• (b) in relation to an individual, means any Associate of the individual or any company of which the individual is a Promoter, an 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 QualifyingTransaction.

“ Offering ” means the offering of a minimum of 2,500,000 Common Shares and a maximum of 3,500,000 Common Shares at the Offering Price for aggregate gross proceeds of $250,000 if the Minimum Offering is raised and $350,000 if the Maximum Offering is raised, in accordance with the terms of this prospectus.

“ Offering Price ” means $0.10 per Common Share.

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

“ Person ” means a company or individual.

“ Principal ” means:

• (a) a Person who acted as a Promoter of the Issuer within two years or their respective Associates or Affiliates before the IPO prospectus or the Final Exchange Bulletin;

• (b) a director or senior officer of the Issuer or any of its material operating subsidiaries at the time of the IPO prospectus or Final Exchange Bulletin;

• (c) a 20% holder – a Person that holds securities carrying more than 20% of the voting rights attached to the Issuer’s outstanding securities immediately before and immediately after the Issuer’s IPO or immediately after the Final Exchange Bulletin for non IPO transactions; 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 Exchange Bulletin for non IPO transactions; and

• (ii) has elected or appointed, or has the right to elect or appoint, one or more directors or senior officers of the Issuer or any of its material operating subsidiaries.

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

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

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

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“ Private Placement ” means the subscription agreements that the Corporation will enter into on or prior to the closing of the Offering pursuant to which subscribers, which may include certain officers and directors of the Corporation, will agree to purchase, on a private placement basis, up to 2,000,000 Common Shares of the Corporation at a price of $0.10 per Common Share for gross proceeds of up to $200,000 concurrent with the closing of the Offering. As a condition of listing, the Exchange has required that a minimum of $175,000 be subscribed for in the Private Placement.

“ Pro Group ” means:

• (a) Subject to subparagraphs (b), (c) and (d), “Pro Group” shall include, either individually or as a group:

• (i) the Member;

• (ii) employees of the Member;

• (iii) partners, officers and directors of the Member;

• (iv) Affiliates of the Member; and

• (v) Associates of any parties referred to in subparagraphs (i) through (iv).

• (b) The Exchange may, in its discretion, include a Person or party in the Pro Group for the purposes of a particular calculation where the Exchange determines that the Person is not acting at arm’s length to the Member.

• (c) The Exchange may, in its discretion, exclude a Person from the Pro Group for the purposes of a particular calculation where the Exchange determines that the Person is acting at arm’s length 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 is 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.

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

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

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

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

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

“ Seed Shares ” means the 4,950,000 Common Shares issued at a price of $0.05 per Common Share prior to the date of this prospectus.

“ Significant Assets ” means one or more assets or businesses which, when purchased, optioned or otherwise acquired by

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the CPC, together with any other concurrent transactions, would result in the CPC meeting the Initial Listing Requirements.

“ Sponsor ” means a Member that meets the criteria specified in the Exchange Policy 2.2 which has an agreement with an Issuer to undertake the functions of sponsorship as required by that policy and various other Exchange policies.

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

“ Vendor ” or “ Vendors ” means one or all of the beneficial owners of the Significant Assets (other than a Target Company(ies)).

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PROSPECTUS SUMMARY

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

Business of the	The principal business of the Corporation will be the identification and evaluation of
Corporation:	assets or businesses with a view to completing the Qualifying Transaction. The
	Corporation has not commenced commercial operations and has no assets other than a
	minimum amount of cash. See “Business of the Corporation”.
Offering:	A minimum of 2,500,000 Common Shares and a maximum of 3,500,000 Common Shares
	are being offered under this prospectus at a price of $0.10 per Common Share. In addition,
	pursuant to the Agency Agreement, the Corporation will grant to the Agent and its
	designated sub-agents, if any, the Agent’s Option to purchase up to such number of
	Common Shares as is equal to 10% of the aggregate number of Common Shares sold
	pursuant to the Offering, being 250,000 Agent’s Shares if the Minimum Offering is raised
	or 350,000 Agent’s Shares if the Maximum Offering is raised, at an exercise price of
	$0.10 per Agent’s Share which will be exercisable for 24 months from the date of listing
	of the Common Shares on the Exchange. The grant of the Agent’s Option is qualified
	under this prospectus. The Corporation also intends to grant to directors and officers of
	the Corporation Incentive Share Options to purchase up to 920,000 Common Shares if the
	Minimum Offering and the Minimum Private Placement are raised or 1,045,000 Common
	Shares if the Maximum Offering and the fully subscribed Private Placement are raised, all
	of which are qualified for distribution under this prospectus. See “Plan of Distribution”
	and “Options to Purchase Securities”.
Private Placement	In addition to the Offering, the Corporation will enter into subscription agreements on or
	prior to the closing of the Offering pursuant to which subscribers, which may include
	certain directors and officers of the Corporation, will agree to purchase, on a private
	placement basis, up to 2,000,000 Common Shares at a price of $0.10 per Common Share
	for gross proceeds of up to $200,000 concurrent with the closing of the Offering. Closing
	of the Offering is not conditional upon the closing of the Private Placement; however, as a
	condition of listing, the Exchange has required that a minimum of $175,000 be subscribed
	for in the Private Placement. The Corporation may pay finder’s fees payable in cash or
	Common Shares in connection with the Private Placement. See “Plan of Distribution –
	Other Securities to be Distributed”.
Use of Proceeds:	The net proceeds of the Offering, the Private Placement andthe proceeds from the prior
	sales of Common Shares, will be $443,500 if the Minimum Offering and Minimum
	Private Placement are completed and $558,500 if the Maximum Offering and the fully
	subscribed Private Placement are completed, after deduction of the total estimated
	expenses and costs incurred and expected to be incurred (including expenses and costs
	paid to date) relating to formation and organization of the Company, the issuance of Seed
	Shares, and this Offering (including, listing fees, regulatory and SEDAR fees, the Agent’s
	Commission, corporate finance fee and expenses, legal fees, audit fees, printing and other
	expenses and costs).
	The net proceeds of the Offering and the Private Placement, together with the balance of
	proceeds from prior sales of Common Shares will be used to provide the Corporation with
	funds with which to identify and evaluate assets or businesses for acquisition with a view
	to completing the Qualifying Transaction and 24 months of general and administrative
	costs and expenses after closing of the Offering (assuming a Qualifying Transaction will
	take approximately 24 months to identify and complete).

The Corporation may not have sufficient funds to secure such businesses or assets once

• 8 -

identified and evaluated and additional funds may be required. Until Completion of the Qualifying Transaction and except as otherwise provided in the CPC Policy, not more than the lesser of 30% of the gross proceeds realized or $210,000 may be used for purposes other than evaluating businesses or assets. See “Use of Proceeds”, “Business of the Corporation” and “Risk Factors”.

Directors and Officers

Escrowed Securities:

Risk Factors:

The directors and officers of the Corporation are: Dr. Kah Meng Lim – Chief Executive Officer and Director Joshua Chee Keong Siow – Chief Financial Officer, Corporate Secretary and Director Patricia Goon Chau Chow – Director Craig Rollins – Director

All of the 4,950,000 Common Shares issued at $0.05 per Common Share to persons prior to completion of the Offering have been deposited in escrow pursuant to the terms of the Escrow Agreement and will be released from escrow in stages over a period of up to three years after the date of the Final Exchange Bulletin. Additionally, all Common Shares acquired on exercise of Incentive Share Options prior to the completion of a Qualifying Transaction, will also be deposited in escrow and will be subject to escrow until the Final Exchange Bulletin is issued. See “Escrowed Securities”.

Investment in the Common Shares must be regarded as highly speculative due to the proposed nature of the Corporation’s business and its present stage of development. The Corporation was only recently incorporated and has no active business or assets other than cash. It does not have a history of earnings, nor has it paid any dividends and will not generate earnings or pay dividends until at least after the Completion of the Qualifying Transaction. The Offering is only suitable to investors who are prepared to rely entirely on the directors and management of the Corporation and can afford to risk the loss of their entire investment. The directors and officers of the Corporation will only devote part of their time and attention to the affairs of the Corporation and there are potential conflicts of interest to which some of the directors and officers of the Corporation will be subject in connection with the operations of the Corporation. Upon completion of the Offering, purchasers of Common Shares under this prospectus will suffer immediate dilution of approximately 27% or $0.03 per Common Share assuming completion of the Minimum Offering and the Minimum Private Placement and approximately 24% or $0.02 per Common Share assuming completion of the Maximum Offering and the fully subscribed Private Placement, before the deduction of selling commissions and related expenses incurred by the Corporation. There can be no assurance that an active and liquid market for the Common Shares will develop and an investor may find it difficult to resell the Common Shares. Until Completion of the Qualifying Transaction, the Corporation will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing the Qualifying Transaction. The Corporation has only limited funds with which to identify and evaluate possible Qualifying Transactions and there can be no assurance that the Corporation will be able to identify or complete a suitable Qualifying Transaction.

• 9 -

Risk Factors (Cont’d)

The Qualifying Transaction may involve the acquisition of a business or assets located outside of Canada. It may therefore be difficult or impossible to effect service or notice to commence legal proceedings upon any directors, officers and experts outside of Canada and it may not be possible to enforce against such persons or companies’ judgments obtained in Canadian courts predicated upon the civil liability provisions applicable to securities laws in Canada. See “Business of the Corporation”, “Officers and Directors”, “Capitalization”, “Dilution”, “Risk Factors” and “Conflicts of Interest”.

• 10 -

THE CORPORATION

The Corporation was incorporated on January 2, 2020, pursuant to the provisions of the Business Corporations Act (British Columbia) under the name “Compass Venture Inc.”.

The head office of the Corporation is located at 1 North Bridge Road, #02-07 High Street Centre, Singapore, 179094 and the registered and records office of the Corporation is located at 1000 ‑ 595 Burrard Street, Vancouver British Columbia, V7X 1S8.

BUSINESS OF THE CORPORATION

Preliminary Expenses

Other than $12,500 paid to the Agent as an advance retainer towards the Agent’s estimated legal fees and out of pocket expenses, the Agent’s corporate finance fee of $17,850 (including GST), audit fees of $8,500, the minimum listing fee to the Exchange of $5,250 (including GST) and other pre-filing Exchange fees, SEDAR filing fees and accounting fees, the Corporation has not incurred any estimated expenses to date in proceeding with the Offering. Certain of the Offering proceeds will be utilized to satisfy other costs and expenses related to the Offering, including, among others, additional audit, and legal expenses of the Corporation, the Agent’s commission and remaining expenses, the remaining Exchange listing fee, and SEDAR filing fees,. See “Use of Proceeds”.

Proposed Operations until Completion of the Qualifying Transaction

The Corporation has not conducted operations of any kind and does not own any assets, other than cash.

The Corporation proposes to identify and evaluate businesses and assets with a view to completing the Qualifying Transaction. Any proposed Qualifying Transaction must be accepted by the Exchange and in the case of a Non-Arm’s Length Qualifying Transaction is also subject to Majority of the Minority Approval in accordance with the CPC Policy. The Corporation has not conducted commercial operations. The Corporation is not specifically considering pursuing a company, asset or business in any specific business or industry sector, or in any particular geographical area, and the Corporation anticipates reviewing companies, assets and businesses in a broad range of industry sectors and geographical areas.

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

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

Method of Financing

The Corporation may use cash, bank financing, the issuance of additional Common Shares, public debt or equity financing or a combination of these for the purpose of financing its proposed Qualifying Transaction. The Qualifying Transaction financed by the issue of Common Shares could result in a change in the control of the Corporation and may cause the shareholders’ interest in the Corporation to be further diluted.

Criteria for the Qualifying Transaction

The Corporation will consider acquisitions of assets or businesses operated or located both inside and outside of Canada, as permitted by the CPC Policy. All potential acquisitions will be screened initially by management of the Corporation to determine their economic viability. The board of directors will examine proposed acquisitions having regard to sound business fundamentals and to the expertise and experience of the directors. The board of directors of the Corporation must

• 11 -

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

REGULATORY AND SHAREHOLDER APPROVAL

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

Upon the Corporation reaching an Agreement in Principle, the Corporation 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 75 days after issuance of such news release, the Corporation shall be required to submit for review to the Exchange either an information circular that complies with applicable corporate and securities laws or a filing statement that complies with Exchange requirements. An information circular must be submitted where there is a Non-Arm’s Length Qualifying Transaction. A filing statement must be submitted where the Qualifying Transaction is not a Non-Arm’s Length Qualifying Transaction. The information circular or filing statement, as applicable, must contain prospectus level disclosure of the Target Company and the Corporation, assuming Completion of the Qualifying Transaction, and be prepared in accordance with the CPC Policy and Form 3Bl or Form 3B2, as the case may be, of the Exchange. Upon acceptance by the Exchange, the Corporation must then either:

• (a) file the filing statement on SEDAR at least seven business days prior to closing of the Qualifying Transaction, and issue a news release which discloses the scheduled closing date for the Qualifying Transaction as well as the fact that the filing statement is available on SEDAR; or

• (b) mail the information circular and related proxy material to its shareholders in order to obtain the Majority of the Minority Approval of the Qualifying Transaction or other requisite approval, at a meeting of shareholders.

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

• (a) in the case a Non-Arm’s Length Qualifying Transaction, confirmation of Majority of the Minority Approval of the Qualifying Transaction;

• (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 Exchange Bulletin, the CPC Policy will generally cease to apply, with the exception of the escrow provisions of the CPC Policy and the restrictions in the CPC Policy precluding the Corporation from completing a reverse takeover for a period of one year from the Completion of the Qualifying Transaction.

Initial Listing Requirements

The Resulting Issuer must satisfy the Exchange’s Initial Listing Requirements for the particular industry sector in either Tier 1 or Tier 2 as prescribed under the applicable policies of the Exchange.

Trading Halts, Suspensions and Delisting

The Exchange will generally halt trading in the Common Shares from the date of the public announcement of an Agreement in Principle 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,

• 12 -

personal information forms, or, if applicable, declarations for all individuals who may be directors, senior officers, Promoters, or Insiders of the Resulting Issuer must be filed with the Exchange and any preliminary background searches that the Exchange considers necessary or advisable must also be completed before the trading halt will be lifted by the Exchange.

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

• (a) the unacceptable nature of the business of the Resulting Issuer; or

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

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

The Exchange may suspend from trading or delist the Common Shares where the Exchange has not issued a Final Exchange Bulletin to the Corporation within 24 months of the date of listing. In the event that the Common Shares are delisted by the Exchange, within 90 days from the date of such delisting, the Corporation shall wind up and shall make a pro rata distribution of its remaining assets to its shareholders, unless shareholders, pursuant to a majority vote exclusive of the votes of Non-Arm’s Length Parties to the Corporation, determine to deal with the issuer or its remaining assets in some other manner. See “Filings and Shareholder Approval of a Non-Arm’s Length Qualifying Transaction.”

Refusal of Qualifying Transaction

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

• (a) the Resulting Issuer fails to satisfy the applicable Initial Listing Requirements of the Exchange;

• (b) the aggregate number of securities of the Resulting Issuer owned, directly or indirectly, by:

• (i) a Member firm of the Exchange;

• (ii) registrants, unregistered corporate finance professionals, employee shareholders and partners of such Member firm; and

• (iii) Associates of any such person; and

collectively, would exceed 20% of the issued and outstanding securities of the Resulting Issuer.

• (c) the Resulting Issuer will be a financial institution, finance company, finance issuer or mutual fund, as defined in the securities legislation;

• (d) the majority of the directors and senior officers of the Resulting Issuer are not residents of Canada or the United States or are individuals who have not demonstrated positive association as directors or officers with public companies that are subject to a regulatory regime comparable to the companies listed on a Canadian exchange; or

• (e) notwithstanding the definition of the Qualifying Transaction, there is any other reason for denying acceptance of the Qualifying Transaction.

• 13 -

USE OF PROCEEDS

Proceeds and Principal Purposes

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

Principal Uses	Minimum Offering and Minimum Private Placement	Maximum Offering and Minimum Private Placement	Maximum Offering and Private Placement(2)
Gross cash proceeds raised prior to the Offering (Seed Shares)(1)	$247,500	$247,500	$247,500
Expenses and costs relating to incorporation, administrative costs, organizational matters and the issuance of the Seed Shares	($22,000)	($22,000)	($22,000)
Gross cash proceeds to be raised pursuant to the Offering	$250,000	$350,000	$350,000
Gross cash proceeds to be raised pursuant to the Private Placement	$175,000	$175,000	$200,000
Estimated expenses and costs related to the Offering and the Private Placement(3)	($207,000)	($217,000)	($217,000)
Estimated funds available on completion of the Offering and the Private Placement(4)	$443,500	$553,500	$558,500
Estimated general and administrative expenses until Completion of the Qualifying Transaction(5)	($45,000)	($45,000)	($45,000)
Funds available for identifying and evaluating assets or business prospects(6)	$398,500	$488,500	$513,500

Notes:

(1) See “Prior Sales”.

• (2) Assuming that the Private Placement is fully subscribed.

• (3) Expenses and costs incurred and expected to be incurred (including expenses and costs paid to date) relating to this Offering (including listing fees, regulatory and SEDAR fees, the Agent’s Commission, corporate finance fee and expenses and costs, the Company’s legal fees, audit fees, printing and other expenses and excluding any cash finder’s fee that may be paid on closing of the Private Placement).

• (4) In the event that the Agent’s Option is exercised in full then there will be available to the Corporation an additional $25,000 if the Minimum Offering is raised and $35,000 if the Maximum Offering is raised, which will be added to the working capital of the Corporation. In the event that the Incentive Share Options are exercised in full then there will be an additional $92,000 if the Minimum Offering and the Minimum Private Placement are raised or $104,500 if the Maximum Offering and the fully subscribed Private Placement are raised, which will be added to the working capital of the Corporation. There is no assurance that the Agent’s Option or the Incentive Share Options will be exercised.

• (5) Assuming a Qualifying Transaction will take approximately 24 months to identify and complete. The estimated expenses include legal, accounting and audit fees, office overhead, and filing fees. See “Restrictions on Use of Proceeds”.

• (6) In the event that the Corporation enters into an Agreement in Principle prior to spending all of the funds available to it on identifying and evaluating assets or businesses, the remaining funds may be used to finance or partially finance the acquisition of Significant Assets or for working capital after Completion of the Qualifying Transaction.

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

The proceeds from the Offering, the Private Placement and the prior sale of Common Shares, after deducting the

• 14 -

expenses associated with the Offering and the Private Placement, will only be sufficient to identify and evaluate a finite number of assets and businesses, and additional funds may be required to finance any acquisition to which the Corporation may commit. See “Business of the Corporation” and “Risk Factors”.

Permitted Use of Funds

Until the Completion of the Qualifying Transaction and except as otherwise specifically provided by the CPC Policy and described in “Restrictions on Use of Proceeds”, “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 Corporation will be used by the Corporation only to identify and evaluate businesses or assets and obtain shareholder approval for a proposed Qualifying Transaction.

The proceeds may be used for expenses incurred for the preparation of:

• (a) valuations or appraisals;

• (b) business plans;

• (c) feasibility studies and technical assessments;

• (d) sponsorship reports;

• (e) engineering or geological reports;

• (f) financial statements, including audited financial statements;

• (g) fees for legal and accounting services; and

• (h) Agent’s fees, costs and commissions,

relating to the identification and evaluation of assets or businesses and in the case of a Non-Arm’s Length Qualifying Transaction, the obtaining of shareholder approval for the Corporation’s proposed Qualifying Transaction.

In addition, with the prior acceptance of the Exchange, up to an aggregate of $225,000 may be advanced as a refundable deposit or secured loan by the Corporation to a Vendor or Target Company, as the case may be, for a proposed arm’s length Qualifying Transaction that has been publicly announced at least 15 days prior to the date of such advance, due diligence with respect to the Qualifying Transaction is well underway and either a Sponsor has been engaged or sponsorship has been waived. A maximum aggregate amount of $25,000 may also be advanced as a non-refundable deposit, unsecured deposit or advance to a Vendor or Target Company, as the case may be, to preserve assets without the prior acceptance of the Exchange.

Restrictions on Use of Proceeds

Until Completion of the Qualifying Transaction, not more than the lesser of 30% of the gross proceeds from the sale of all securities issued by the Corporation or $210,000, will be used for purposes other than those described above. For greater certainty, expenditures which are not included as “Permitted Use of Funds”, listed above, include:

• (a) listing and filing fees (including SEDAR fees);

• (b) other costs for the issuance of securities (including legal, accounting and audit expenses) relating to the preparation and filing of this prospectus; and

• (c) administrative and general expenses of the Corporation, including:

• (i) office supplies, office rent and related utilities;

• (ii) printing costs (including the printing of this prospectus and share certificates);

• (iii) equipment leases; and

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• (iv) fees for legal advice and audit expenses, other than those described above under “Permitted Use of Funds”.

No proceeds will be used to acquire or lease a vehicle.

Private Placements for Cash

After the closing of the Offering and the Private Placement and until the Completion of the Qualifying Transaction, the Corporation will not issue any securities unless written acceptance of the Exchange is obtained before issuance. Prior to the Completion of the Qualifying Transaction, the Exchange generally will not accept a private placement by the Corporation where the gross proceeds raised from the issuance of securities both prior to and pursuant to the Offering, together with any proceeds anticipated to be raised upon closing of the private placement, will exceed $5,000,000. The only securities issuable pursuant to such a private placement will be Common Shares. Subject to certain limited exceptions, any Common Shares issued pursuant to the private placement to Non-Arm’s Length Parties to the Corporation and to Principals of the Resulting Issuer will be subject to escrow.

Prohibited Payments to Non-Arm’s Length Parties

Except as described under “Options to Purchase Securities” and “Restrictions on Use of Proceeds”, the Corporation has not made, and until the Completion of the Qualifying Transaction will not make, any payment of any kind, directly or indirectly, to a Non-Arm’s Length Party to the Corporation or a Non-Arm’s Length Party to the Qualifying Transaction, or to a person engaged in investor relations activities, by any means,including:

• (a) remuneration, which includes but is not limited to salaries, consulting fees, management contract fees or directors’ fees, finders’ fees, loans, advances and bonuses; and

• (b) deposits and similar payments.

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

Notwithstanding the above, the Corporation may reimburse a Non-Arm’s Length Party to the Corporation for reasonable expenses for office supplies, office rent and related utilities, equipment leases (excluding vehicle leases), and legal services (provided that neither the lawyer providing the legal services nor any member of the law firm providing the services is a Promoter of the Corporation or in the case of a law firm, no member of the firm owns greater than 10% of the outstanding Common Shares), and the Corporation may also reimburse a Non-Arm’s Length Party to the Corporation for reasonable out-of-pocket expenses incurred in pursuing the business of the Corporation described in “Permitted Use of Funds”.

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

PLAN OF DISTRIBUTION

Agency Agreement and Agent’s Compensation

Pursuant to the Agency Agreement between the Corporation and the Agent, the Corporation has appointed the Agent as its agent to offer for sale, on a “commercially reasonable efforts” agency basis to the public in the Provinces of British Columbia and Alberta (and in such other jurisdictions where the Common Shares may be sold by the Agent pursuant to applicable laws of such other jurisdictions), a minimum of 2,500,000 Common Shares and a maximum of 3,500,000 Common Shares, at a price of $0.10 per Common Share, subject to the terms and conditions in the Agency Agreement. The Agent will receive a cash commission of 10% of the aggregate gross proceeds from the sale of the Common Shares in the Provinces of British Columbia and Alberta (and in such other jurisdictions where the Common Shares may be sold by the Agent pursuant to applicable laws of such other jurisdictions), which equals $25,000 if the Minimum Offering is completed and $35,000 if the Maximum Offering is completed. The Corporation will also pay to the Agent a corporate finance fee of $17,000 (plus GST), which has been paid to the Agent and is non-refundable. The Corporation has also

• 16 -

agreed to reimburse the Agent for its expenses, including reasonable legal fees (plus disbursements and taxes) towards which a retainer of $12,500 has been paid by the Corporation.

The Corporation has also agreed to grant to the Agent, or to any sub-agents as the Agent may direct, the non-transferable Agent’s Option to purchase up to such number of Common Shares as is equal to 10% of the aggregate number of Common Shares sold pursuant to the Offering, being 250,000 Agent’s Shares if the Minimum Offering is raised or 350,000 Agent’s Shares if the Maximum Offering is raised, at an exercise price of $0.10 per Agent’s Share, which may be exercised for a period of 24 months from the date the Common Shares are listed on the Exchange. The Agent’s Option is qualified under this prospectus. Not more than 50% of the Common Shares received on the exercise of the Agent’s Option may be sold by the holders thereof prior to the Completion of the Qualifying Transaction. The remaining 50% may be sold after the Completion of the Qualifying Transaction. The Agent has agreed to use its commercially reasonable efforts to secure subscriptions for the Common Shares offered hereunder on behalf of the Corporation in the Provinces of British Columbia and Alberta (and in such other jurisdictions where the Common Shares may be sold by the Agent pursuant to applicable laws of such other jurisdictions) and may make co-brokerage arrangements with other investment dealers at no additional cost to the Corporation. The obligations of the Agent under the Agency Agreement may be terminated at its discretion on the basis of its assessment of the state of financial markets and may also be terminated on the occurrence of certain events as stated in the Agency Agreement.

Commercially Reasonable Efforts Offering and Minimum Distribution

The total Offering is of 2,500,000 Common Shares for total gross proceeds of $250,000 in the case of the Minimum Offering and of 3,500,000 Common Shares for total gross proceeds of $350,000 in the case of the Maximum Offering. Under the CPC Policy, no purchaser of the Common Shares is permitted to purchase more than 2% of the total Common Shares offered under this prospectus, being 50,000 Common Shares ($5,000) in the case of the Minimum Offering and 70,000 Common Shares ($7,000) in the case of the Maximum Offering. In addition, the maximum number of Common Shares that may directly or indirectly be purchased by that purchaser, together with any Associates or Affiliates of that purchaser, is 4% of the total number of Common Shares offered under this prospectus, being 100,000 Common Shares ($10,000) in the case of the Minimum Offering and 140,000 Common Shares ($14,000) in the case of the Maximum Offering.

The funds received from the Offering will be held by the Agent, and will not be released until the Minimum Offering has been raised, failing which the Agent will return the funds collected to the original subscribers without interest or deduction, unless subscribers have otherwise instructed the Agent.

The Corporation agrees not to, directly or indirectly, issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, or agree to, or announce any intention to, issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, any additional Common Shares or any securities convertible or exchangeable into Common Shares, other than pursuant to (i) the exercise of previously issued convertible or exchangeable securities, or (ii) the issuance of securities in accordance with any agreement to acquire assets that will form the basis of a Qualifying Transaction, or (iii) the grant or exercise of stock options and other similar issuances pursuant to any stock option plan or similar share compensation arrangements in place on or prior to closing of the Offering, for a period commencing on August 12, 2020 and ending on the date that is 120 days following the closing date of the Offering, without the prior written consent of the Agent, such consent not to be unreasonably withheld.

The Corporation has agreed to notify the Agent of any equity financing the Corporation proposes to undertake in connection with the Corporation’s Qualifying Transaction and the Agent will have a right of first refusal to act as the Corporation’s agent in respect of such financing. The Agent must exercise such right of first refusal within 15 days following receipt of notice by the Corporation to the Agent containing the terms of the proposed equity financing. In addition, the Agent has a right of first refusal to act as the Corporation’s sponsor in connection with the Qualifying Transaction, if a sponsor is required by the Exchange, which right will be on the same terms as the right of first refusal for an equity financing by the Corporation.

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Other Securities to be Distributed

The Corporation will also grant the Agent’s Option to purchase up to an additional 250,00 Common Shares if the Minimum Offering is raised or 350,000 Common Shares if the Maximum Offering is raised, which are qualified for distribution under this prospectus.

In addition to the Offering, the Corporation will enter into subscription agreements on or prior to the closing of the Offering pursuant to which subscribers, which may include certain directors and officers of the Corporation, will agree to purchase, on a private placement basis, up to 2,000,000 Common Shares at a price of $0.10 per Common Share for gross proceeds of up to $200,000 concurrent with the closing of the Offering. Closing of the Offering is not conditional upon the closing of the Private Placement; however, as a condition of listing, the Exchange has required that a minimum of $175,000 be subscribed for in the Private Placement. The Corporation may pay finder’s fees payable in cash or Common Shares in connection with the Private Placement.

Upon closing of the Offering, the Corporation also proposes to grant Incentive Share Options to the directors and officers of the Corporation to purchase up to a total of 920,000 Common Shares if the Minimum Offering and the Minimum Private Placement are raised or a total of 1,045,000 Common Shares if the Maximum Offering and the fully subscribed Private Placement are raised, exercisable at $0.10 per Common Share for ten years from the date of grant in accordance with the policies of the Exchange, which Incentive Share Options are qualified for distribution under this prospectus. See “Options to Purchase Securities”.

Determination of Price

The offering price of the Common Shares hereunder was determined by negotiation between the Corporation and the Agent in accordance with the CPC Policy and applicable securities law.

Listing of the Common Shares

The Exchange has conditionally approved the listing of the Corporation’s Common Shares. Listing will be subject to the Corporation fulfilling all of the listing requirements of the Exchange and the approval of the Exchange.

Subscriptions by and Restrictions on the Agent

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

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

Restrictions on Trading

Other than the initial public offering of the Common Shares pursuant to this prospectus, the grant of the Agent’s Option, the Private Placement and the grant of the Incentive Share Options to the directors and officers of the Corporation, no securities of the Corporation will be permitted to be issued during the period between the date(s) 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

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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 regulatory authorities grant a discretionary order.

Singapore

This prospectus has not been and will not be registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the Offering and the Private Placement may not be circulated or distributed, nor may the Common Shares be offered or sold, or be made the subject of an invitation for purchase, whether directly or indirectly, in Singapore other than pursuant to and in accordance with the conditions of, any applicable provision of the Securities and Futures Act (Cap. 289) of Singapore.

DESCRIPTION OF THE SECURITIES DISTRIBUTED

The Corporation is authorized to issue an unlimited number of Common Shares without nominal or par value of which, as at the date of this prospectus, 4,950,000 Common Shares are issued and outstanding as fully paid and non-assessable and a maximum 3,500,000 Common Shares are reserved for issuance under this prospectus, and a maximum of 350,000 Common Shares will be reserved for issuance upon exercise of the Agent’s Option. See “Plan of Distribution” and “Options to Purchase Securities”.

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

CAPITALIZATION

			Amount Outstanding
			After Giving Effect to	Amount Outstanding
Designation	Amount	Amount Outstanding as of July 31, 2020(1)	Minimum Offering and Minimum Private	After Giving Effect to Maximum Offering and
of Security	Authorized	(audited)	Placement(2)	Private Placement(3)
Common Shares	Unlimited	$247,500	$672,500	$797,500
		(4,950,000 Common	(9,200,000 Common	(10,450,000Common
		Shares)	Shares)	Shares)
Options	10% of the issued	Nil	920,000(4)	1,045,000(4)
	and outstanding
	Common Shares

Notes:

(1) The Corporation has reserved a minimum of 250,000 Common Shares if the Minimum Offering is raised and a maximum of 350,000 Common Shares if the Maximum Offering is raised, for issuance upon exercise of the Agent’s Option. The Agent’s Option will be exercisable at $0.10 per Common Shares for a period of 24 months from the date of listing of the Common Shares. See “Plan of Distribution”.

(2) This amount represents gross proceeds of the Minimum Offering, the Minimum Private Placement, and prior issues of Common Shares, before deducting the expenses of the Offering and the Private Placement, and assumes that no Common Shares will be issued to any Finder in connection with the Private Placement. See “Use of Proceeds”.

(3) This amount represents gross proceeds of the Maximum Offering, the Private Placement, if fully subscribed, and prior issues of Common Shares, before deducting the expenses of the Offering and the Private Placement, and assumes that no Common Shares will be issued to any Finder in connection with the Private Placement. See “Use of Proceeds”.

• (4) In addition, the Corporation will grant Incentive Share Options under the Option Plan to purchase Common Shares equal to 10% of the total issued Common Shares upon completion of the Offering and the Private Placement. The Incentive Share Options will be exercisable at $0.10 per Common Share for a period of ten years See “Options to Purchase Securities”.

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OPTIONS TO PURCHASE SECURITIES

Stock Option Plan

The Corporation has adopted an the Option Plan which provides that the board of directors of the Corporation may from time to time, in its discretion, and in accordance with the Exchange requirements, grant to directors, officers, employees and consultants to the Corporation, non-transferable incentive stock options to purchase Common Shares, provided that the number of Common Shares reserved for issuance will not exceed 10% of the issued and outstanding Common Shares. However, other than in connection with the Qualifying Transaction, during the time that the Corporation is a CPC, the aggregate number of Common Shares issuable upon exercise of all options granted under the Option Plan shall not exceed 10% of the Common Shares issued and outstanding at the closing of the Offering and the Private Placement. Such options will be exercisable for a period of up to ten years from the date of grant. In connection with the foregoing, the number of Common Shares reserved for issuance to: (a) any individual will not exceed 5% of the issued and outstanding Common Shares; and (b) all consultants will not exceed 2% of the issued and outstanding Common Shares. In addition, the Option Plan provides that no more than 5% of the issued Common Shares will be granted to any individual in any 12 month period; no more than 2% of the issued Common Shares will be granted to any one consultant in any 12 month period; and no more than an aggregate of 2% of the issued Common Shares will be granted to an employee conducting investor relations activities in any 12 month period. The Corporation, as long as it is a CPC, will not grant options to any person providing investor relations activities, promotional or market-making services. Options may be exercised the greater of 12 months after the Completion of the Qualifying Transaction and 90 days following cessation of the optionee’s position with the Corporation, provided that if the cessation of office, employment, directorship, or consulting arrangement was by reason of death, the option may be exercised within a maximum period of one year after such death, subject to the expiry date of such option.

Directors’ and Officer’s Incentive Share Options

Upon closing of the Offering, the Corporation will grant Incentive Share Options to directors and officers under the Option Plan to purchase that number of Common Shares equal to 10% of the total issued Common Shares upon completion of the Offering and the Private Placement, exercisable at $0.10 per Common Share for a period of ten years from the date of grant, as set out in the following table:

Optionee Dr. Kah Meng Lim Joshua Chee Keong Siow Patricia Goon Chau Chow Craig Rollins TOTAL	Number of Common Shares Under Option Assuming Completion of Minimum Offering and Minimum Private Placement 322,000 322,000 138,000 138,000 920,000	Number of Common Shares Under Option Assuming Completion of Maximum Offering and Fully Subscribed Private Placement
		365,750
		365,750
		156,750
		156,750
		1,045,000

The Incentive Share Options will vest immediately on the date of grant. Any Common Shares acquired pursuant to the exercise of Incentive Share Options under the Option Plan prior to Completion of the Qualifying Transaction must be deposited in escrow and will be subject to escrow until the Final Exchange Bulletin is issued. See “Escrowed Securities”.

Agent’s Option

Pursuant to the terms of the Agency Agreement, upon closing of the Offering, the Corporation will grant the Agent’s Option to the Agent to purchase up to such number of Common Shares equal to 10% of the total number of Common Shares sold to the public pursuant to the Offering, being 250,000 Agent’s Shares if the Minimum Offering is raised or 350,000 Agent’s Shares if the Maximum Offering is raised, at an exercise price of $0.10 per Agent’s Share, which may

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be exercised for a period of 24 months from the date the Common Shares are listed on the Exchange.

The Agent’s Option and the Incentive Share Options (subject to regulatory approval) are qualified for distribution pursuant to this prospectus.

PRIOR SALES

Since the date of incorporation of the Corporation, 4,950,001 Common Shares have been issued and 4,950,000 Common Shares are currently outstanding as follows.

Date January 2, 2020 May 22, 2020 Total	Number of Common Shares 1(1) 4,950,000(2) 4,950,001	Issue Price Per Share $0.25 $0.05	Aggregate Issue Price $0.25 $247,500 $247,500.25	Consideration Received
				Cash
				Cash

Notes:

(1) This Common Share was repurchased and cancelled by the Corporation on May 22, 2020.

(2) These Common Shares are held in escrow. See “Escrowed Securities”.

ESCROWED SECURITIES

All of the 4,950,000 Common Shares issued prior to the Offering at a price below $0.10 per Common Share, all Common Shares that may be acquired by Non-Arm’s Length Parties of the Corporation either under the Offering or otherwise prior to Completion of the Qualifying Transaction and all Common Shares acquired by the Aggregate Pro Group prior to the Offering will be deposited with Computershare under the Escrow Agreement.

All Common Shares acquired on exercise of stock options prior to the Completion of a Qualifying Transaction, must also be deposited in escrow and will be subject to escrow until the Final Exchange Bulletin is issued.

In addition, all Common Shares acquired in the secondary market prior to the Completion of the Qualifying Transaction by any person or company who becomes a Control Person are required to be deposited in escrow. Subject to certain exemptions permitted by the Exchange, all securities of the Corporation heldby Principals of the Resulting Issuer will also be escrowed.

The following table sets out, as at the date hereof, the number of Common Shares, which will be held in escrow, assuming that none of these persons purchase Common Shares in the Offering or the Private Placement:

				Percentage of
		Percentage of	Percentage of Common	Common Shares
	Number of	Common Shares	Shares After Giving	After Giving Effect to
	Common	Prior to Giving	Effect to Minimum	Maximum Offering
Name and Municipality of	Shares	Effect to the	Offering and Minimum	and Private
Residence of Shareholder	Escrowed	Offering	Private Placement(1)	Placement(1)
Dr. Kah Meng Lim	400,000	8.08%	4.35%	3.83%
Republic of Singapore
Joshua Chee Keong	200,000	4.04%	2.17%	1.91%
Siow
Republic of Singapore
Patricia Goon Chau Chow	1,700,000	34.34%	18.48%	16.27%
Republic of Singapore

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				Percentage of
		Percentage of	Percentage of Common	Common Shares
	Number of	Common Shares	Shares After Giving	After Giving Effect to
	Common	Prior to Giving	Effect to Minimum	Maximum Offering
Name and Municipality of	Shares	Effect to the	Offering and Minimum	and Private
Residence of Shareholder	Escrowed	Offering	Private Placement(1)	Placement(1)
Craig Rollins	100,000	2.02%	1.09%	0.96%
Vancouver,
British Columbia
Seow Lim Robin Sean	800,000	16.16%	8.70%	7.66%
Tan
Republic of Singapore
Soon Huat Toh	800,000	16.16%	8.70%	7.66%
Republic of Singapore
XiangRong Pan	600,000	12.12%	6.52%	5.74%
Republic of Singapore
Jin Han Chin	200,000	4.04%	2.17%	1.91%
Republic of Singapore
Dr. Duc-Viet Nguyen	50,000	1.01%	0.54%	0.48%
Republic of Singapore
Lan Shangguan	100,000	2.02%	1.09%	0.96%
Burnaby, British Columbia
Total	4,950,000	100%	53.81%	47.38%

Note:

(1) Assuming that no Common Shares are issued to any finder in connection with the Private Placement.

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 any issuance of securities or transfer of securities 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, 10% of the escrowed Common Shares will be released from escrow on the issuance of the Final Exchange Bulletin (the “ Initial Release ”) and an additional 15% will be released on the dates 6 months, 12 months, 18 months, 24 months, 30 months and 36 months following the Initial Release.

If the Resulting Issuer meets the Exchange’s Tier 1 Initial Listing Requirements either at the time the Final Exchange Bulletin is issued or subsequently, the release of the escrowed Common Shares will be accelerated. An accelerated escrow release will not commence until the Resulting Issuer has made application to the Exchange for listing as a Tier 1 Issuer and the Exchange has issued a bulletin that announces the acceptance for listing of the Resulting Issuer on Tier 1 of the Exchange.

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 incoming Principals in connection with a proposed Qualifying Transaction.

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If a Final Exchange Bulletin is not issued, the escrowed Common Shares will not be released. Under the Escrow Agreement, each Non-Arm’s Length Party to the Corporation who holds escrowed Common Shares acquired at a price below the offering price under this prospectus has irrevocably authorized and directed to Computershare to immediately:

• (a) cancel all of those escrowed Common Shares upon the issuance by the Exchange of a bulletin delisting the Common Shares; or

• (b) if the Corporation lists on NEX, either

• (i) cancel all Seed Shares purchased by Non-Arm’s length Parties to the CPC at a discount from the IPO price, in accordance with section 11.2(a) of the CPC Policy, or

• (ii) subject to majority shareholder approval, cancel an amount of Seed Shares purchased by Non-Arm’s Length Parties to the CPC so that the average cost of the remaining Seed Shares is at least equal to the IPO price.

Escrowed Securities on Qualifying Transaction

Generally, if at least 75% of the securities issued pursuant to the Qualifying Transaction are “Value Securities”, then all the securities issued to Principals of the Resulting Issuer pursuant to the Qualifying Transaction will be deposited into escrow pursuant to a value security agreement (the “ Value Security Escrow Agreement ”). “Value Securities” are securities issued pursuant to a transaction, for which the deemed value of the securities at least equals the value ascribed to the asset, using a valuation method acceptable to the Exchange, or securities that are otherwise determined by the Exchange to be Value Securities and required to be placed in escrow under a Value Security Escrow Agreement. However, if at least 75% of the securities issued pursuant to the Qualifying Transaction are not Value Securities, all securities issued pursuant to the Qualifying Transaction will be deposited into a surplus security escrow agreement (a “ Surplus Security Escrow Agreement ”).

The principal distinction between a Value Security Escrow Agreement and a Surplus Security Escrow Agreement is the time period for release of securities from escrow. In the case of a Resulting Issuer that will be a Tier 2 issuer when the Final Exchange Bulletin is issued, the Value Security Escrow Agreement provides for a three year escrow release mechanism with 10% of the escrowed securities being releasable at the time of the Final Exchange Bulletin, and 15% of the escrowed securities, being releasable every 6 months thereafter until the date which is 36 months after the Final Exchange Bulletin. In the case of a Resulting Issuer that will be a Tier 2 issuer subject to a Surplus Security Escrow Agreement, when the Final Exchange Bulletin is issued, the Surplus Security Escrow Agreement provides for a three year escrow release mechanism with: 5% of the escrowed securities releasable at the time of the Final Exchange bulletin, 5% on the date which is 6 months after the Final Exchange Bulletin, 10% on each of the dates which are 12 and 18 months after the Final Exchange Bulletin, 15% on each of the dates which are 24 and 30 months after the Final Exchange Bulletin and 40% on the date which is 36 months after the Final Exchange Bulletin.

In the case of a Resulting Issuer that will be a Tier 1 issuer when the Final Exchange Bulletin is issued, the Value Security Escrow Agreement provides for an 18 month escrow release mechanism with 25% of the escrowed securities being releasable at the time of the Final Exchange Bulletin, and 25% of the escrowed securities being releasable every 6 months thereafter. In the case of a Resulting Issuer that will be a Tier 1 issuer when the Final Exchange Bulletin is issued, the Surplus Security Escrow Agreement provides for a three year escrow release mechanism with 10% of the escrowed securities being releasable upon the issuance of the Final Exchange Bulletin, 20% on the date which is 6 months after the Final Exchange Bulletin, 30% on the date which is 12 months after the Final Exchange Bulletin and 40% on the date which is 18 months after the Final Exchange Bulletin.

Securities issued pursuant to a private placement to Principals of the Corporation and the proposed Resulting Issuer will generally be exempt from escrow requirements where:

• (a) the private placement is announced at least five trading days after the news release announcing the Agreement in Principle and the pricing for the financing is at not less than the discounted market price, as determined in accordance with the Policies of the Exchange; or

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• (b) the private placement is announced concurrently with the Agreement in Principle and

• (i) at least 75% of the proceeds from the private placement are not from Principals of the Corporation or the proposed Resulting Issuer,

• (ii) if subscribers, other than Principals of the Corporation or the proposed Resulting Issuer, will obtain securities subject to hold periods, then in addition to any resale restrictions under applicable securities legislation, any securities issued to such Principals will be subject to a four month hold period, and

• (iii) none of the proceeds of the private placement are allocated to pay compensation or to settle indebtedness owing to Principals of the Resulting Issuer.

PRINCIPAL SHAREHOLDERS

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

				Percentage of
			Percentage of	Common Shares	Percentage of
			Common	After Minimum	Common Shares
			Shares Prior to	Offering and	After Maximum
		Number of	Offering and	Minimum	Offering and
Name and Municipality of	Type of	Common	Private	Private	Private
Residence of Shareholder	Ownership	Shares	Placement	Placement(1)(2)	Placement(1)(2)(3)
Seow Lim Robin Sean Tan	Direct	800,000	16.16%	8.70%	7.66%
Republic of Singapore
Soon Huat Toh	Direct	800,000	16.16%	8.70%	7.66%
Republic of Singapore
Patricia Goon Chau Chow	Direct	1,700,000	34.34%	18.48%	16.27%
Republic of Singapore
XiangRong Pan	Direct	600,000	12.12%	6.52%	5.74%
Republic of Singapore
Total		3,900,000	78.78%	42.40%	37.33%

Notes:

• (1) Assuming that no Common Shares are purchased by any of the above-named shareholders under the Offering or the Private Placement and that no Common Shares are issued to any finder in connection with the Private Placement.

• (2) Before giving effect to the exercise of the Agent’s Option or the Incentive Share Options. On a fully-diluted basis, reflecting the assumption that the Agent’s Option and any Incentive Share Options held by them are fully exercised, the percentage of Common Shares owned by (i) Seow Lim Robin Sean Tan and Soon Huat Toh after the Minimum Offering and the Minimum Private Placement would be approximately 7.71% and after the Maximum Offering and the fully subscribed Private Placement, would be approximately 6.75% for each of these persons; (ii) Patricia Goon Chau Chow after the Minimum Offering and the Minimum Private Placement would be approximately 17.72% and after the Maximum Offering and the fully subscribed Private Placement, would be approximately 15.68%; and (iii) XiangRong Pan after the Minimum Offering and the Minimum Private Placement would be approximately 5.79% and after the Maximum Offering and the fully subscribed Private Placement, would be approximately 5.07%.

• (3) Assuming that the Private Placement is fully subscribed.

DIRECTORS, OFFICERS AND PROMOTERS

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

The following is a list of the current directors, officers and Promoters of the Corporation, their municipalities of residence, their current positions with the Corporation, and the number of Common Shares beneficially owned, directly

• 24 -

or indirectly, or over which control or direction is exercised:

				Percentage of	Percentage of
Name and Municipality of Residence	Positions and Offices Held	Number of Common Shares Owned Prior to the Offering	Percentage of Common Shares Owned Prior to the Offering	Common Shares Owned After Minimum Offering and Minimum Private	Common Shares Owned After the Maximum Offering and Private
				Placement(1)	Placement(1)(5)
Dr. Kah Meng Lim(2)	Director, Chief	400,000	8.08%	4.35%	3.83%
Republic of Singapore	Executive Officer
Joshua Chee Keong Siow	Director, Chief	200,000	4.04%	2.17%	1.91%
Republic of Singapore	Financial Officer and Corporate
	Secretary
Patricia Goon Chau Chow(2)(3)	Director	1,700,000	34.34%	18.48%	16.27%
Republic of Singapore
Craig Rollins(2)(3)	Director	100,000	2.02%	1.09%	0.96%
Vancouver, British Columbia
Total:		2,400,000	48.48%	26.09%	22.97%

Notes:

(1) Assuming that no Common Shares are purchased by these persons under the Offering or the Private Placement and that no Common Shares are issued to any finder in connection with the Private Placement.

(2) Member of the Audit Committee of the Corporation.

(3) Independent director.

(4) The directors and officers will be granted Incentive Share Options to purchase up to a total of 920,000 Common Shares if the Minimum Offering and the Minimum Private Placement are raised and up to a total of 1,045,000 Common Shares if the Maximum Offering and the fully subscribed Private Placement are raised. See “Options to Purchase Securities”.

(5) Assuming that the Private Placement is fully subscribed.

As of the date of this prospectus, the directors, officers of the Corporation, as a group, beneficially owned, directly or indirectly, or exercised control or direction over 2,400,000 Common Shares representing 48.48% of the issued and outstanding Common Shares prior to completion of the Offering and the Private Placement.

As of the date of this prospectus, the Promoters of the Corporation, being Dr. Kah Meng Lim and Joshua Chee Keong Siow, beneficially owned, directly or indirectly, or exercised control or direction over a total of 600,000 Common Shares representing 12.12% of the issued and outstanding Common Shares prior to completion of the Offering and the Private Placement.

In addition to any other requirements of the Exchange, the Exchange expects management of the Corporation to meet a high management standard. The directors and officers of the Corporation believe that, on a collective basis, management possesses the appropriate experience, qualifications and history to be capable of identifying, investigating and acquiring a Significant Asset. Each of the officers and directors will work part time for the Corporation and devote the time considered necessary to perform the work required in connection with the management and direction of the Corporation and Completion of the Qualifying Transaction.

Each of the directors currently has employment outside of the Corporation, but has agreed to devote as much of their time to the business and affairs of the Corporation as necessary to complete the Corporation’s Qualifying Transaction, and to continue to oversee the operations of the Corporation.

Dr. Kah Meng Lim, Age 48, Director, Chief Executive Officer

Dr Kah Meng Lim is an accomplished scientist who obtained a PhD in Biomedicine at the National University of Singapore School of Medicine in 2001. For more than 20 years, Dr. Lim has pursued his scientific interests in bioactive

• 25 -

molecules that govern and regulate cellular pathways leading to cellular homeostasis and well-being. Dr. Lim has continually maintained his passion for finding innovative and commercially viable solutions for molecular medicine for cancers, where he has also published at least three international peer reviewed scientific papers. He has filed for at least five patents related to cannabinoids, specifically on medical cannabis but not exclusive to just neurological usage.

Commercially, Dr. Lim has been involved in the following start-up companies:

1. GeneOasis BioScientific Pte Ltd. (since 2013) (Food Supplies and Processing, Diagnostics, Wellness Management and Cell & Gene Therapies)

2. Green Oasis Therapeutics Pte Ltd. (since 2017) (Pre-Natal and Post-Natal Extract Based Supplements, 3D Tissue Engineering)

Dr. Lim is currently involved with several companies in an executive position. He is the Chief Executive Officer of Zenzic Labs (since 2019) and the Chief Executive Officer of NGF BioEnterprise (since 2017).

Dr. Lim has held the following positions: Nanyang Technological University, School of Chemical and Biomedical Engineering, Adjunct Assistant Professor (2012 to 2013), and Tianjin University, Associate Professor (2014 to 2017).

Joshua Chee Keong Siow, Age 65, Director, Chief Financial Officer, Corporate Secretary

Joshua Chee Keong Siow holds the following certifications: Chartered Accountant, Singapore; Chartered Certified Accountant, England; and Certified Internal Auditor, United States. Mr. Siow has extensive experience as a corporate director with numerous companies listed on the Singapore Exchange Limited (SGX), the Stock Exchange of Thailand (SET), and the TSXV, as well as private companies, where he acted either as an independent or an executive director of the audit, risk management, remuneration and nomination committees. Mr. Siow has management expertise in governance and business strategies, with extensive understanding of corporate organization, business operations, risk management, sustainability reporting, information technology systems, corporate finance and investments. He has worked in equity and option exchanges and clearing and depository organizations, besides numerous financial institutions for savings and trusts and commercial companies. Mr. Siow held a management position at the then Vancouver Stock Exchange from 1989 to 1997. He was also the Senior Vice President of the Singapore Exchange Limited from 1997 to 2003. Since 2005, he has been the Managing Director of Virtus Assure Pte Ltd., a company offering independent assurance services consultancy providing Enterprise Risk, Sustainability Reporting, Control and Governance Assessments to stock exchange listed companies. Mr. Siow was a director of Key Venture Capital Inc. (“ Key Venture ”) (2010-2014) which was listed on the TSX Venture Exchange as a CPC. Together with the board of Key Venture, he aided in successfully completing a Qualifying Transaction by way of a combination of a CPC with Boxxer Gold Corp (name changed to ExGen Resources Inc. on December 18, 2014).

Patricia Goon Chau Chow, Age 65, Director

Patricia Goon Chau Chow is the co-founder and co-owner of Armstrong Industrial Corporation Ltd. (“ Armstrong ”), which provides industrial foam and rubber related technical solutions. Armstrong was listed in 1995 on the then Stock Exchange of Singapore (SES) Since then, Armstrong grew by expanding into new markets and offering extensive solutions, and it has achieved substantial growth in revenue and earning year after year, In 2014 the Armstrong voluntarily delisted from the Singapore Exchange Limited (SGX). Ms. Chow has been a board member since 1980 and was a member of the nomination committee for the years Armstrong was listed on the SES. Ms. Chow has a diploma in business administration from the National Productivity Board of Singapore.

Craig Rollins, Age 39, Director

Craig Rollins is a corporate, M&A and securities lawyer and member of the Law Society of British Columbia. Mr. Rollins holds his undergraduate and law degrees from the University of British Columbia and the University of Windsor, respectively. From December 2016 to April 2019, he was General Counsel and Corporate Secretary of a TSXV-listed technology investment company. From 2010 to 2016, he was a lawyer with the law firm Clark Wilson LLP in Vancouver, British Columbia and was a member of the Corporate Finance, Securities & M&A (public & private) practice groups. Mr. Rollins has extensive transactional, regulatory and governance experience, advising both issuer and

• 26 -

agents/underwriters in varying matters, including reverse takeovers, bought deals, IPOs, rights offerings, exchange listings, business combinations, corporate reorganizations, and asset and share purchases. His experience crosses a wide range of sectors, including technology, mining, and real estate syndication.

Other Reporting Issuer Experience

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

Name of Director or Officer Joshua Chee Keong Siow Craig Rollins	Name of Reporting Issuer Key Venture Capital Inc. (now ExGen Resources Inc.) Axion Ventures Inc. Drummond Ventures Corp.	Exchange TSXV TSXV TSXV	Position Director Corporate Secretary Director, Chief Executive Officer, Chief Financial Officer & Corp. Secretary	Term
				September 2010 – April 2014
				December 2016 – April 2019 December 2018 – present

Corporate Cease Trade Orders or Bankruptcies

Other than as outlined below, no director, officer or Insider of the Corporation, or any shareholder holding a sufficient number of securities of the Corporation to affect materially the control of the Corporation is or has within the 10 years before the date of the prospectus been a director, officer, Insider or Promoter of any other Issuer that, while such person was acting in that capacity, was the subject of a cease trade or similar order or an order that denied the Issuer access to any exemptions under applicable securities legislation for a period of more than 30 consecutive days or became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold itsassets.

Penalties or Sanctions

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

Personal Bankruptcies

No director, officer or Insider of the Corporation, or any shareholder holding sufficient securities of the Corporation to affect materially the control of the Corporation, or a personal holding company of any such persons, has, within the 10 years preceding the date of this prospectus, as applicable, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to orinstituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold their assets.

Conflicts of Interest

There are potential conflicts of interest to which all of the directors, officers, Insiders and Promoters of the Corporation may be subject in connection with the operations of the Corporation. All of the directors, officers, Insiders and Promoters of the Corporation are engaged and will continue to be engaged in corporations or businesses which may be in competition with the search by the Corporation for businesses or assets in order to close a Qualifying Transaction.

• 27 -

Accordingly, situations may arise where all of the directors, officers, Insiders and Promoters will be in direct compensation with the Corporation. Conflicts, if any, will be subject to the procedures and remedies as provided under the Business Corporations Act (British Columbia).

In order to avoid the possible conflict of interest which may arise between the directors’ and officers’ duties to the Corporation and their duties to the other entities with which they are involved, the Promoter and the directors and officers of the Corporation have been advised the following by the Corporation:

• (a) participation in other business ventures offered to the directors or officers should be allocated between the various entities and on the basis of prudent business judgment and the relative financial abilities and needs of such entities to participate;

• (b) no commissions or other extraordinary consideration will be paid to such directors and officers; and

• (c) business opportunities formulated by or through other entities in which the directors and officers are involved should not be offered to the Corporation except on the same or better terms than the basis on which they are offered to third party participants.

EXECUTIVE COMPENSATION

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

• (a) remuneration, which includes but is not limited to:

• (i) salaries;

• (ii) consulting fees;

• (iii) management contract fees or directors’ fees;

• (iv) finder’s fees;

• (v) loans, advances, bonuses; and

• (b) deposits and similar payments.

However, the Corporation may reimburse Non-Arm’s Length Parties for the Corporation’s reasonable allocation of rent, secretarial services and other general administrative expenses, at fair market value (a “ Permitted Reimbursement ”). There have been no reimbursements since incorporation. No reimbursement may be made for any payment made to lease or buy a vehicle.

Upon closing of the Offering, the directors and officers of the Corporation will be granted Incentive Share Options pursuant to the Option Plan to purchase up to a total of 920,000 Common Shares if the Minimum Offering and the Minimum Private Placement are raised and up to a total of 1,045,000 Common Shares if the Maximum Offering and the fully subscribed Private Placement are raised. See “Options to Purchase Securities”.

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

• 28 -

DILUTION

The Offering Price of the Common Shares issuable under this Offering significantly exceeds the net tangible book value per Common Share, and accordingly, purchasers under this prospectus will suffer immediate and substantial dilution of their investment before considering costs associated with the Offering.

Purchasers will suffer immediate dilution on investment of approximately 27% or $0.03 per Common Share assuming completion of the Minimum Offering and the Minimum Private Placement and approximately 24% or $0.02 per Common Share assuming completion of the Maximum Offering and the fully subscribed Private Placement. Dilution has been computed on the basis of total gross proceeds to be raised by this prospectus and from sales of Common Shares prior to filing of this prospectus, without deduction of the Agent’s commission or related expenses incurred by the Corporation, as set forth below:

Gross proceeds of prior Common Share issued Gross proceeds of the Offering Gross proceeds of the Private Placement Total gross proceeds after the Offering Offering price per Common Share Gross proceeds per Common Share after the Offering and the Private Placement	Minimum Offering and Minimum Private Placement(1) Maximum Offering and Fully Subscribed Private Placement(1) $247,500 $247,500 $250,000 $350,000
	$175,000 $200,000
	$672,500 $797,500
	$0.10 $0.10 $0.07 $0.08

Note:

• (1) These calculations do not take into account the exercise of the Agent’s Option or the Incentive Share Options to be granted to directors and officers.

RISK FACTORS

Investment in the Common Shares must be regarded as highly speculative due to the proposed nature of the Corporation’s business and its present stage of development. The following are risk factors associated with the Corporation:

• (a) the Corporation was only recently incorporated, has not commenced commercial operations and has no assets other than cash. It has no history of earnings, and shall not generate earnings or pay dividends until at least after Completion of the Qualifying Transaction. See “Business of the Corporation” and “Use of Proceeds”;

• (b) investment in the Common Shares offered by the prospectus is highly speculative given the proposed nature of the Corporation’s business and present stage of development. See “Business of Corporation”;

• (c) until Completion of the Qualifying Transaction, the Corporation is not permitted to carry on any business other than the identification and evaluation of potential Qualifying Transactions. See “Business of the Corporation”;

• (d) 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 Corporation”;

• (e) even if a proposed Qualifying Transaction is identified, there can be no assurance that the Corporation will be able to successfully complete the transaction. See “Plan of Distribution”;

• (f) if listed on the Exchange, the Exchange will generally suspend trading in the Corporation’s Common Shares or delist the Corporation in the event that the Exchange has not issued a Final Exchange Bulletin within 24 months from the date of listing. See “Business of the Corporation”;

• 29 -

• (g) if listed on the Exchange, trading in the Common Shares may be halted at other times for other reasons, including for failure by the Corporation to submit documents to the Exchange in the time periods required. See “Business of the Corporation”;

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

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

• (j) subject to prior acceptance by the Exchange, the Corporation may be permitted to loan or advance up to an aggregate of $250,000 of its proceeds to a target business without requiring shareholder approval and there can be no assurance that the Corporation will be able to recover that loan. See “Use of Proceeds”;

• (k) the Corporation has only limited funds with which to identify and evaluate potential Qualifying Transactions and there can be no assurance that the Corporation will be able to identify a suitable Qualifying Transaction. See “Plan of Distribution”;

• (l) the directors and officers of the Corporation will only devote a portion of their time to the business and affairs of the Corporation and some of them are or will be engaged in other projects or businesses such that conflicts of interest may arise from time to time. See “Conflicts of Interest”;

• (m) upon completion of the Offering and the Private Placement, purchasers will suffer immediate dilution on investment of approximately 27% or $0.03 per Common Share assuming completion of the Minimum Offering and the Minimum Private Placement and approximately 24% or $0.02 per Common Share assuming completion of the Maximum Offering and the fully subscribed Private Placement. See “Dilution”;

• (n) the Qualifying Transaction may be financed in whole or in part by the issuance of additional securities by the Corporation and this may result in further dilution to the investor, which dilution may be significant and which may also result in a change of control of the Corporation;

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

• (p) unless the shareholder has the right to dissent and be paid fair value in accordance with applicable corporate or other law, a shareholder who votes against a proposed Non-Arm’s Length Qualifying Transaction for which Majority of the Minority Approval by shareholders has been given, will have no rights of dissent and no entitlement to payment by the Corporation of fair value for the Common Shares. See “Business of the Corporation”;

• (q) listing of the Common Shares is subject to the Corporation fulfilling all of the listing requirements of the Exchange and the approval of the Exchange. The Exchange has conditionally approved the Corporation’s listing application but there is no assurance that the Exchange will approve the Corporation’s final listing application; and

• (r) upon public announcement of a proposed Qualifying Transaction, trading in the Common Shares (if listed on the Exchange) will be halted and will remain halted for an indefinite period of time, typically until a Sponsor has been retained and certain preliminary reviews have been conducted. If listed on the Exchange, the Common Shares will be reinstated to trading before the Exchange has reviewed the transaction and before the Sponsor has completed its full review. Reinstatement to trading provides no assurance with respect to the merits of the transaction or the likelihood of the Corporation completing

• 30 -

the proposed Qualifying Transaction. See “Business of the Corporation”.

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

PROMOTERS

Dr. Kah Meng Lim and Joshua Chee Keong Siow are considered to be the promoters of the Corporation. Dr. Lim owns 400,000 Common Shares (8.08%) and Mr. Siow owns 200,000 Common Shares (4.04%) of the total issued and outstanding Common Shares of the Corporation as of the date of this prospectus. See “Directors, Officers and Promoters”.

INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Each of the directors and officers of the Corporation have acquired Common Shares in the seed capital phase of the Corporation. See “Principal Shareholders”. In addition, upon closing of the Offering and the Private Placement, each of the directors and officers of the Corporation will be granted Incentive Share Options to purchase Common Shares pursuant to the Option Plan. See “Principal Shareholders” and “Options to Purchase Securities”.

MATERIAL CONTRACTS

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

• (a) Agency Agreement dated as of October ,26 2020 between the Corporation and the Agent. See “Plan of Distribution”.

• (b) Escrow Agreement dated as of May 22, 2020 among the Corporation, Computershare and those shareholders whose Common Shares are escrowed. See “Escrowed Securities”.

• (c) Transfer Agent, Registrar and Dividend Disbursing Agent Agreement dated April 23, 2020 between the Corporation and Computershare.

• (d) Option Plan.

Copies of these agreements will be available for inspection at the registered office of the Corporation located at 1000 ‑ 595 Burrard Street, Vancouver, British Columbia, during ordinary business hours while the securities offered by this prospectus are in the course of distribution and for a period of 30 days thereafter.

LEGAL PROCEEDINGS

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

RELATIONSHIP BETWEEN THE CORPORATION AND THE AGENT

The Agent was not involved in the decision by the Corporation to distribute Common Shares in the Provinces of British Columbia and Alberta (and in such other jurisdictions where the Common Shares may be sold by the Agent pursuant to applicable laws of such other jurisdictions) pursuant to the Offering, nor was the Offering requested or suggested to the Corporation by the Agent. The Agent, through its corporate finance department, was involved in the determination of the terms of the Offering in its capacity as agent for the sale of the Common Shares on a best efforts agency basis in the Provinces of British Columbia and Alberta (and in such other jurisdictions where the Common Shares may be sold by the Agent pursuant to applicable laws of such other jurisdictions).

• 31 -

RELATIONSHIP BETWEEN THE CORPORATION AND PROFESSIONAL PERSONS

Certain legal matters relating to the Offering will be passed upon by Boughton Law Corporation, on behalf of the Corporation, and by MLT Aikins LLP, on behalf of the Agent. Other than as set forth herein: (a) no Person whose profession or business gives authority to a statement made by such Person and who is named in this prospectus has received or shall receive a direct or indirect interest in the property of the Corporation or any Associate or Affiliate of the Corporation; and (b) as at the date hereof, the aforementioned Persons beneficially own, directly or indirectly, no securities of the Corporation or its Associates and Affiliates. In addition, other than as set forth above, none of the aforementioned Persons nor any director, officer or employee of any of the aforementioned Persons, is or is expected to be elected, appointed or employed as a director, senior officer or employee of the Corporation or of an Associate or Affiliate of the Corporation, or a Promoter of the Corporation or of an Associate or Affiliate of the Corporation.

AUDITOR, TRANSFER AGENT AND REGISTRAR

The auditor of the Corporation is MNP LLP, Chartered Professional Accountants, 1021 West Hastings Street, Suite 2200, Vancouver, British Columbia, V6E 0C3.

The transfer agent and registrar of the Corporation is Computershare Investor Services Inc., 510 Burrard Street, Vancouver, British Columbia, V6C 3B9.

OTHER MATERIAL FACTS

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

DIVIDEND POLICY

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

ELIGIBILITY FOR INVESTMENT

In the opinion of Boughton Law Corporation, counsel to the Corporation, based on the current provisions of the Income Tax Act (Canada) (the “ Tax Act ”) the regulations thereunder in force as of the date of this prospectus and all specific proposals to amend the Tax Act and the regulations publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof, provided that the Common Shares are listed on a “designated stock exchange” (as that term is defined in the Tax Act and which currently includes the Exchange) at the time of closing of the Offering or the Corporation is otherwise a “public corporation” (as that term is defined in the Tax Act) at the time of closing of the Offering, the Common Shares issued pursuant to the Offering will be “qualified investments” under the Tax Act for a trust governed by a registered retirement savings plan (“ RRSP ”), registered retirement income fund (“ RRIF ”), registered education savings plan (“ RESP ”), registered disability savings plan (“ RDSP ”), tax-free savings account (“ TFSA ”) or deferred profit sharing plan.

The Common Shares are not currently listed on a “designated stock exchange” and the Corporation is not currently a “public corporation” for the purposes of the Tax Act. If the Common Shares are not listed on the Exchange on the closing of the Offering but become listed on the Exchange prior to the date on which the Corporation must file a tax return under the Tax Act for its first taxation year, the Corporation may make an election in such income tax return to be deemed to have been a “public corporation” for purposes of the Tax Act from the beginning of its first taxation year until the time when the Common Shares are listed on the Exchange. If this occurs, the Common Shares will be qualified investments for Registered Plans (as hereinafter defined) at the closing of the Offering notwithstanding that the Common Shares were not listed on the Exchange at the closing of the Offering.

Notwithstanding that the Common Shares may be a qualified investment for a trust governed by a RRSP, RRIF, RESP,

• 32 -

RDSP or TFSA (each a “ Registered Plan ”), the holder, subscriber or annuitant of the Registered Plan, as the case may be, will be subject to a penalty tax in respect of Common Shares held in a Registered Plan if such Common Shares are a “prohibited investment” for a Registered Plan. Generally, the Common Shares would be considered to be a “prohibited investment” if the holder, subscriber or the annuitant of a Registered Plan, as the case may be: (i) does not deal at arm’s length with the Corporation for the purposes of the Tax Act; or (ii) has a “significant interest” (as defined in subsection 207.01(4) of the Tax Act) in the Corporation. A “significant interest” generally includes, but is not limited to, the ownership of 10% or more of any class of issued shares of a corporation. Prospective purchasers who intend to hold Common Shares in their Registered Plan should consult their own tax advisors having regard to their own particular circumstances.

PURCHASERS’ STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

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

FINANCIAL STATEMENTS OF THE CORPORATION

FOR PERIOD FROM INCORPORATION ON JANUARY 2, 2020 TO JULY 31, 2020

[Financial Statements start on the next page]

COMPASS VENTURE INC. FINANCIAL STATEMENTS FOR THE PERIOD FROM INCORPORATION ON JANUARY 2, 2020 TO JULY 31, 2020

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INDEPENDENT AUDITORS’ REPORT

To the Shareholders and Directors of Compass Venture Inc.

Opinion

We have audited the financial statements of Compass Venture Inc. (the “Company”) which comprise the statement of financial position as at July 31, 2020, and the statements of comprehensive loss, changes in equity and cash flows for the period from incorporation on January 2, 2020 to July 31, 2020, and the related notes comprising a summary of significant accounting policies and other explanatory information.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at July 31, 2020, and its financial performance and its cash flows for the period from incorporation on January 2, 2020 to July 31, 2020 in accordance with International Financial Reporting 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 Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

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

Other Information

Management is responsible for the other information, which comprises the information included in the Company’s prospectus to be filed with the relevant Canadian securities commissions.

Our opinion on the financial statements does not cover the other information, and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

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

Management is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards 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.

Auditors’ Responsibilities for the Audit of the Financial Statements

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

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

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

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

The engagement partner on the audit resulting in this independent auditors’ report is Alden Aumann.

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CHARTERED PROFESSIONAL ACCOUNTANTS Vancouver, Canada October 26, 2020

COMPASS�VENTURE�INC.� STATEMENT�OF�FINANCIAL�POSITION� As�at�July�31,�2020� (Expressed�in�Canadian�Dollars)

	2020
ASSETS	$
CURRENTASSETS
Cash	145,681
Taxrecoverable	2,711
Prepaidexpense	5,184
	153,576
LIABILITIES
CURRENTLIABILITIES
Accountspayableandaccruedliabilities(Note4)	21,347
SHAREHOLDERS'EQUITY
SHARECAPITAL(Note3)	234,900
DEFICIT	(102,671)
	132,229
	153,576

NATURE�OF�OPERATIONS�AND�GOING�CONCERN�(Note�1)�

Approved�on�behalf�of�the�Board:� “Lim Kah Meng” “Joshua Siow” Dr.�Lim�Kah�Meng,�Director �Joshua�Siow,�Director�

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

4�

COMPASS VENTURE INC. STATEMENT OF COMPREHENSIVE LOSS FOR THE PERIOD FROM INCORPORATION ON JANUARY 2, 2020 TO JULY 31, 2020 (Expressed in Canadian Dollars)

	For the period from
	incorporation on
	January 2, 2020
	to July 31, 2020
EXPENSES	$
Bank charges	454
Consulting fees	11,844
Filing fees	12,757
Office expenses	6
Professional fees	75,587
Transfer agent fees	2,023
NET LOSS AND COMPREHENSIVE LOSS	102,671
NET LOSS PER SHARE – BASIC AND DILUTED	(0.06)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING	1,642,180

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

5

COMPASS VENTURE INC. STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY FOR THE PERIOD FROM INCORPORATION ON JANUARY 2, 2020 TO JULY 31, 2020 (Expressed in Canadian Dollars)

	Common Shares_____ Number of Shares Amount Contributed Surplus Deficit Total
$ $ $ $ Date of incorporation, January 2, 2020 1 - - - - Cancellation of share (1) - - - - Shares issued for cash 4,950,000 247,500 - - 247,500 Share issuance cost - (12,600) - - (12,600) Comprehensive loss for the period - - - (102,671) (102,671)
Balance, July 31, 2020 4,950,000 234,900 - (102,671) 132,229

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

6

COMPASS VENTURE INC. STATEMENT OF CASH FLOWS FOR THE PERIOD FROM INCORPORATION ON JANUARY 2, 2020 TO JULY 31, 2020 (Expressed in Canadian Dollars)

	For the period from
	incorporation on
	January 2, 2020
	to July 31, 2020
	$
OPERATING ACTIVITIES
Net loss for the period	(102,671)
Changes in non-cash working capital items:
Tax recoverable	(2,711)
Prepaid expense	(5,184)
Accountspayable and accrued liabilities	21,347
CASH USED IN OPERATING ACTIVITIES	(89,219)
FINANCING ACTIVITIES
Common shares issued	247,500
Share issuance costs	(12,600)
CASH PROVIDED BY FINANCING ACTIVITIES	234,900
INCREASE IN CASH	145,681
CASH,BEGINNING OF PERIOD	–
CASH, END OF PERIOD	145,681
SUPPLEMENTAL INFORMATION:
Interest paid	–
Income taxespaid	–

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

7

COMPASS VENTURE INC. NOTES TO FINANCIAL STATEMENTS FOR THE PERIOD FROM INCORPORATION ON JANUARY 2, 2020 TO JULY 31, 2020 (Expressed in Canadian Dollars)

1. NATURE OF OPERATIONS AND GOING CONCERN

Compass Venture Capital Inc. (“the Company”) was incorporated on January 02, 2020 under the Business Corporations Act (British Columbia). The Company is in the process of applying to become a capital pool company (“CPC”) as defined in TSX Venture Exchange Policy 2.4, and accordingly, its planned principal activity is to use its capital to investigate and acquire a business or group of assets (the “Qualifying Transaction”).

The head office of the Company is located at 1 North Bridge Road, #02-07 High Street Centre, Singapore, 179094, and the registered and records office is located at 1000 – 595 Burrard Street, Vancouver BC V7X 1S8.

The Company does not currently have operations or assets capable of generating ongoing revenues or cash flows and there is no certainty that its shares will be listed for trading or that it will complete a Qualifying Transaction within the time specified by TSX Venture Exchange Policy 2.4., which is generally 24 months from the date its shares are listed for trading on the TSX Venture Exchange.

The Company has incurred losses since inception and has an accumulated deficit of $102,671 as at July 31, 2020. The Company’s ability to continue its operations and to realize its assets at their carrying values is dependent upon finding and completing a Qualifying Transaction, obtaining additional financing or maintaining continued support from its shareholders and creditors and generating profitable operations in the future. The March 2020 pandemic outbreak of COVID-19 could result in delays in finding and completing a Qualifying Transaction and continue to have a negative impact on the Company’s ability to raise new capital. Although these financial statements have been prepared and presented on a going concern basis, the factors outlined above raise significant doubt about the ability of the Company to continue as a going concern, in which case this basis of presentation will not be appropriate. These financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements.

2. SIGNIFICANT ACCOUNTING POLICIES

(a) Statement of compliance

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

These financial statements were authorized for issue in accordance with a resolution from the Board of Directors on October 23, 2020.

(b) Basis of presentation

These financial statements are prepared on the historical cost basis except for certain financial instruments, which are measured at fair value. In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information. All amounts are expressed in Canadian dollars unless otherwise stated.

8

COMPASS VENTURE INC. NOTES TO FINANCIAL STATEMENTS FOR THE PERIOD FROM INCORPORATION ON JANUARY 2, 2020 TO JULY 31, 2020 (Expressed in Canadian Dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(c) Foreign currency transactions

The Company’s functional currency is the Canadian dollar. Transactions in currencies other than the functional currency of the reporting entity are recorded at rates of exchange prevailing on the dates of such transactions. Monetary assets and liabilities that are denominated in currencies other than the functional currency are translated at rates prevailing at the end of each reporting period. Non-monetary items that are measured in terms of historical cost in the foreign currency are not re-translated.

(d) Significant accounting estimates and judgments

The preparation of these financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. These financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Significant assumptions about the future and other sources of estimation uncertainty that management has made at the financial position reporting date, that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:

Significant accounting judgments:

• i. the determination of the likelihood of utilizing tax carry-forwards and recognition of deferred income tax assets or liabilities

• ii. the evaluation of the Company’s ability to continue as a going concern

(e) Share-based payments

The Company has a share option plan (Note 3) which allows employees and consultants to acquire shares of the Company. Options granted under the Company's stock option plan vest as determined by the directors at the time of grant. The fair value of options granted is recognized as an employee or consultant expense with a corresponding increase in equity. An individual is classified as an employee when the individual is an employee for legal or tax purposes (direct employee) or provides services similar to those performed by a direct employee.

Where the share options are awarded to employees, the fair value is measured at grant date, and each tranche is recognized on the graded vesting method over the period during which the options vest. At each financial position reporting date, the amount recognized as an expense is adjusted to reflect the actual number of share options that are expected to vest.

9

COMPASS VENTURE INC. NOTES TO FINANCIAL STATEMENTS FOR THE PERIOD FROM INCORPORATION ON JANUARY 2, 2020 TO JULY 31, 2020 (Expressed in Canadian Dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(e) Share-based payments (continued)

Where equity instruments are granted to non-employees, they are recorded at the fair value of the goods or services received in the statement of comprehensive loss, unless the fair value cannot be estimated reliably, in which case they are recorded at the fair value of the equity instruments granted.

The Company has adopted the fair value method of accounting for all share-based compensation. The fair value of stock options granted is determined using the Black-Scholes option pricing model. Share-based compensation is expensed over the period of vesting and initially credited to stock options reserve. Any consideration paid on the exercise of stock options is credited to share capital. When options are exercised, previously recorded compensation is transferred from stock options reserve to share capital to fully reflect the consideration for the shares issued.

(f) Share issuance costs

Costs directly attributable to the raising of capital are charged against the related share capital. Costs related to shares not yet issued are recorded as deferred share issuance costs. These costs are deferred until the issuance of the shares to which the costs relate, at which time the costs will be charged against the related share capital or charged to operations if the shares are not issued.

(g) Loss per share

Basic loss per share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding during the period. The Company applies the treasury stock method in calculating diluted loss per share. Diluted loss per share excludes all dilutive potential common shares if their effect is anti-dilutive. The dilutive effect of contingently issuable shares is determined based on the number of shares, if any that would be issuable if the end of the reporting period were the end of the contingency period and the contingency has been met. The contingently issuable shares are included in the denominator of diluted loss per share as of the beginning of the year, or as of the date of the contingent share agreement, if later.

(h) Income taxes

Deferred tax assets and liabilities are recognized where the carrying amount of an asset or liability differs from its tax base, except for taxable temporary differences arising on the initial recognition of goodwill and temporary differences arising on the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting nor taxable profit or loss.

Recognition of deferred tax assets for unused tax losses, tax credits and deductible temporary differences is restricted to those instances where it is probable that future taxable profit will be available against which the deferred tax asset can be utilized. At the end of each reporting period the Company reassesses unrecognized deferred tax assets. The Company recognizes a previously unrecognized deferred tax asset to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

10

COMPASS VENTURE INC. NOTES TO FINANCIAL STATEMENTS FOR THE PERIOD FROM INCORPORATION ON JANUARY 2, 2020 TO JULY 31, 2020 (Expressed in Canadian Dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

• (i) Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Financial assets – Classification

The Company classifies its financial assets in the following categories:

• Those to be measured subsequently at fair value (either through Other Comprehensive Income (“OCI”), or through profit or loss), and

• Those to be measured at amortized cost.

The classification depends on the Company’s business model for managing the financial assets and the contractual terms of the cash flows. For assets measured at fair value, gains and losses are either recorded in profit or loss or OCI.

Financial assets - Measurement

At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (“FVTPL”), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVTPL are expensed in profit or loss. Financial assets are considered in their entirety when determining whether their cash flows are solely payment of principal and interest. Subsequent measurement of financial assets depends on their classification. There are three measurement categories under which the Company classifies its debt instruments:

• Amortized cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. A gain or loss on a debt investment that is subsequently measured at amortized cost is recognized in profit or loss when the asset is derecognized or impaired. Interest income from these financial assets is included as finance income using the effective interest rate method. The Company has not designated any financial assets at amortized cost.

• Fair value through OCI (“FVTOCI”): Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are measured at FVTOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains and losses, interest revenue, and foreign exchange gains and losses which are recognized in profit or loss. When the financial asset is derecognized, the cumulative gain or loss previously recognized in OCI is reclassified from equity to profit or loss and recognized in other gains (losses). Interest income from these financial assets is included as finance income using the effective interest rate method. The Company has not designated any financial assets at FVTOCI.

• Fair value through profit or loss: Assets that do not meet the criteria for amortized cost or FVTOCI are measured at FVTPL. A gain or loss on an investment that is subsequently measured at FVTPL is recognized in profit or loss and presented net as revenue in the Statement of Loss and Comprehensive Loss in the period in which it arises. The Company has designated its cash at FVTPL.

11

COMPASS VENTURE INC. NOTES TO FINANCIAL STATEMENTS FOR THE PERIOD FROM INCORPORATION ON JANUARY 2, 2020 TO JULY 31, 2020 (Expressed in Canadian Dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

• (i) Financial instruments (continued)

Financial liabilities

The Company classifies its financial liabilities into the following categories:

• Financial liabilities at FVTPL; and

• Amortized cost.

A financial liability is classified as at FVTPL if it is classified as held-for-trading or is designated as such on initial recognition. Directly attributable transaction costs are recognized in profit or loss as incurred. The fair value change to financial liabilities at FVTPL are presented as follows:

• the amount of change in the fair value that is attributable to changes in the credit risk of the liability is presented in OCI; and

• the remaining amount of the change in the fair value is presented in profit or loss.

The Company has not designated any financial liabilities at FVTPL.

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

The Company has designated its accounts payable at amortized cost.

Impairment of financial assets

The Company recognizes loss allowances for expected credit losses on financial assets measured at amortized cost. Loss allowances for accounts receivables are always measured at an amount equal to lifetime expected credit losses if the amount is not considered fully recoverable. A financial asset carried at amortized cost is considered credit-impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset that can be estimated reliably. Individually significant financial assets are tested for credit-impairment on an individual basis. The remaining financial assets are assessed collectively.

An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset's original effective interest rate.

In assessing collective impairment, the Company uses historical trends of the probability of default, timing of recoveries and the amount of loss incurred, adjusted for management's judgment as to whether current economic and credit conditions are such that the actual losses are likely to be greater or less than suggested by historical trends.

Losses are recognized in the statement of comprehensive loss and reflected in an allowance account against receivables. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through the statements of comprehensive loss.

12

COMPASS VENTURE INC. NOTES TO FINANCIAL STATEMENTS FOR THE PERIOD FROM INCORPORATION ON JANUARY 2, 2020 TO JULY 31, 2020 (Expressed in Canadian Dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

• (j) New Accounting Standards Issued But Not Yet Effective

A number of new standards and amendments to existing standards have been issued by the IASB that are mandatory for accounting periods beginning on or after January 1, 2020, or later periods. The Company has not early adopted these new standards in preparing these financial statements. There new standards are either not applicable or are not expected to have a significant impact on the Company’s financial statements.

3. SHARE CAPITAL

• a. Authorized share capital

The Company is authorized to issue an unlimited number of common shares without par value.

• b. Issued and outstanding common shares

At July 31, 2020, there were 4,950,000 common shares issued and outstanding.

On May 22, 2020, the Company issued 4,950,000 common shares at $0.05 per share for gross proceeds of $247,500. The Company incurred a total of $12,600 in professional fees relating to the share issuance.

• c. Escrowed shares

In conjunction with the Company’s application to become a CPC, the 4,950,000 shares outstanding at July 31,2020 were held in escrow to be released in accordance with TSX Venture Exchange Policy 2.4 over a period of up to 36 months from the date of the Final Exchange Bulletin following the completion of a Qualifying Transaction.

• d. Stock options

The Company adopted a stock option plan (the “Plan”) under which it can grant options to directors, officers, employees, and consultants. The total number of options issued and outstanding at any time cannot exceed 10% of the issued and outstanding common shares of the Company unless shareholder and regulatory approvals are obtained. Options granted under the Plan have a maximum of ten-year term and are non-transferable. Unless otherwise determined by the Board of Directors, options vest immediately upon granting.

As at July 31, 2020, the Company had no stock options outstanding.

4. RELATED PARTY BALANCE AND TRANSACTIONS

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

Key management personnel are persons responsible for planning, directing and controlling the activities of an entity, and include directors, the chief executive officer (“CEO”) and chief financial officer (“CFO”) of the Company.

13

COMPASS VENTURE INC. NOTES TO FINANCIAL STATEMENTS FOR THE PERIOD FROM INCORPORATION ON JANUARY 2, 2020 TO JULY 31, 2020 (Expressed in Canadian Dollars)

4. RELATED PARTY BALANCE AND TRANSACTIONS (CONTINUED)

There was no compensation for key management personnel incurred during the period from incorporation on January 02, 2020 to July 31, 2020.

On May 22, 2020, the Company issued 1,100,000 common shares to the CEO of the Company at $0.05 per share for gross proceeds of $55,500 (Note 3). Subsequent to the year-end, the aggregate amount of common shares hold by the CEO was reduced to 400,000 shares.

On May 22, 2020, the Company issued 200,000 common shares to the CFO of the Company at $0.05 per share for gross proceeds of $10,000 (Note 3).

On May 22, 2020, the Company issued 700,000 common shares to the directors of the Company at $0.05 per share for gross proceeds of $35,000 (Note 3). Subsequent to the year-end, the aggregate amount of common shares hold by the directors was increased to 1,800,000 shares.

5. MANAGEMENT OF CAPITAL

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern and to maintain a flexible capital structure which will allow it to pursue the completion of a Qualifying Transaction as defined in TSX-V Policy 2.4. Therefore, the Company monitors the level of risk incurred in its expenditures relative to its capital structure.

The Company considers its capital structure to include shareholders’ equity. The Company monitors its capital structure and makes adjustments in light of changes in economic conditions and the risk characteristics of the potential underlying assets. To maintain or adjust the capital structure, the Company may issue new equity if available on favorable terms and approved by the TSX-V.

In conjunction with the Company’s application to become a CPC, the Company will be subject to externally imposed capital requirements as outlined in the TSX-V Policy 2.4 and summarized below:

• i. No salary, consulting, management fees or similar remuneration of any kind may be paid directly or indirectly to a related party of the Company or a related party to the Qualifying Transaction ;

• ii. Gross proceeds realized from the sale of all securities issued by the Company may only be used to identify and evaluate assets or businesses and obtain shareholder approval for a Qualifying Transaction;

• iii. No more than the lesser of $210,000 and 30% of the gross proceeds from the sale of securities issued by the Company may be used for purposes other than to identify and evaluate a Qualifying Transaction;

• iv. After the completion of its Initial Public Offering and until the completion of a Qualifying Transaction, the Company may not issue any securities unless written acceptance of the TSX-V is obtained before the issuance of the securities.

14

COMPASS VENTURE INC. NOTES TO FINANCIAL STATEMENTS FOR THE PERIOD FROM INCORPORATION ON JANUARY 2, 2020 TO JULY 31, 2020 (Expressed in Canadian Dollars)

6. FINANCIAL INSTRUMENTS AND RISK

Fair Values and Classification of Financial Instruments

The Company’s financial instruments consist of cash and accounts payable. Financial instruments are classified into one of the following categories: FVTPL, FVTOCI, or amortized cost. The carrying values of the Company’s financial instruments are classified into the following categories:

Financial Instrument	Category	**July **	31, 2020
			$
Cash	FVTPL		145,681
Accountspayable	Amortized cost		17,799

International Financial Reporting Standards 7, Financial Instruments: Disclosures, establishes a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly; and

Level 3 - Inputs for the asset or liability that are not based upon observable market data.

Cash is carried at fair value using a level 1 fair value measurement. The carrying value of accounts payable approximates its fair value because of the short-term nature of the instrument.

Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values.

Financial risk management objectives and policies

The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:

a. Credit risk:

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company’s primary exposure to credit risk is on its cash account. Cash accounts are held with major banks in Canada. The Company has deposited its cash with a bank from which management believes the risk of loss is low.

15

COMPASS VENTURE INC. NOTES TO FINANCIAL STATEMENTS FOR THE PERIOD FROM INCORPORATION ON JANUARY 2, 2020 TO JULY 31, 2020 (Expressed in Canadian Dollars)

6. FINANCIAL INSTRUMENTS (CONTINUED)

Financial risk management objectives and policies (continued)

b. Liquidity risk:

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company's approach to managing liquidity is to ensure that it will have sufficient liquidity to meet liabilities when due. As at July 31, 2020, the Company had cash of $145,681 to settle current liabilities of $21,347 which fall due for payment within 12 months.

c. Market risk:

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return. The Company is not exposed to market risk.

d. Interest rate risk:

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk, from time to time, on its cash balances. Surplus cash, if any, is placed on call with financial institutions and management actively negotiates favorable market related interest rates.

7. INCOME TAXES

The following table reconciles the amount of income tax recoverable on application of the combined statutory Canadian federal and provincial income tax rates:

	2020
	$
Net loss before income tax	(102,671)
Statutorytax rate	27%
Expected income tax recovery at statutory rate	27,721
Permanent differences and others	3,402
Changes in tax benefits not recognized	(31,123)
Income tax recovery	-

16

COMPASS VENTURE INC. NOTES TO FINANCIAL STATEMENTS FOR THE PERIOD FROM INCORPORATION ON JANUARY 2, 2020 TO JULY 31, 2020 (Expressed in Canadian Dollars)

7. INCOME TAXES (CONTINUED)

The tax effects of deductible and taxable temporary differences that give rise to the Company’s deferred tax assets and liabilities are as follows:

	2020
	$
Share issuance costs	2,722
Non – capital losses	28,401
	31,123
Unrecognized deferred tax assets	(31,123)
Net deferred tax assets	-

As at July 31, 2020, the Company had a non-capital loss for income tax purposes of approximately $105,191 which may be carried forward to apply against future year income tax for Canadian income tax purposes, subject to the final determination by taxation authorities, expiring in 2040.

8. PROPOSED INITIAL PUBLIC OFFERING

Pursuant to an agreement dated August 11, 2020, the Company engaged PI Financial Corp. (“PI” or the “Agent”) to act as exclusive agent with respect to its proposed initial public offering (“IPO”) as a Capital Pool Company. The Company is committed to issue a minimum of 2,500,000 and a maximum of 3,500,000 common shares for gross proceeds of a minimum of $250,000 and a maximum of $350,000. The Agent will be granted an option to acquire 10% of the common shares issued in connection with the IPO at a price of $0.10 per common share exercisable for a period of 24 months from the date the Company’s common shares are listed on the TSX Venture Exchange. The Agent will also receive a cash commission of 10% of gross proceeds, a corporate finance fee of $17,000 and Agent’s expense and legal fees incurred in connection with the IPO.

The IPO is subject to regulatory approval.

17

C-1

CERTIFICATE OF THE CORPORATION

Dated: October 26, 2020

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

“Dr. Kah Meng Lim”

Dr. Kah Meng Lim Chief Executive Officer and Director

“Joshua Chee Keong Siow”

Joshua Chee Keong Siow Chief Financial Officer, Corporate Secretary and Director

BEHALF OF THE BOARD

“Patricia Goon Chau Chow”

Patricia Goon Chau Chow Director

“Craig Rollins” Craig Rollins Director

C-2

CERTIFICATE OF THE PROMOTER

Dated: October 26, 2020

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

“Dr. Kah Meng Lim” Dr. Kah Meng Lim Chief Executive Officer and Director

“Joshua Chee Keong Siow” Joshua Chee Keong Siow Chief Financial Officer, Corporate Secretary and Director

C-3

CERTIFICATE OF THE AGENT

Dated: October 26, 2020

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 the provinces of Alberta and British Columbia.

PI Financial Corp.

“Jim Locke” Jim Locke Vice President, Investment Banking