Constellation Capital Corp. — Capital/Financing Update 2023

Apr 21, 2023

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. 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.

PROSPECTUS

Initial Public Offering April 21, 2023

CONSTELLATION CAPITAL CORP. (a Capital Pool Company)

Offering: $680,000 or 6,800,000 Common Shares Price: $0.10 per Common Share

Constellation Capital Corp. (the "Corporation" or the "Issuer") hereby offers on a commercially reasonable efforts basis through its agent, Leede Jones Gable Inc. (the "Agent"), 6,800,000 Common Shares in the capital of the Issuer (the "Offered Shares"), at a price of $0.10 per Offered Share (the "Offering"), for aggregate gross proceeds of $680,000. This Offering is offered only in the provinces of Alberta and British Columbia (the "Offering Jurisdictions"). The purpose of the Offering is to provide the Issuer with a minimum of funds with which to identify and evaluate businesses or assets with a view to completing a Qualifying Transaction, as hereinafter defined. Any proposed Qualifying Transaction must be approved by the TSX Venture Exchange Inc. (the "Exchange" or the "TSXV") 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 Policy 2.4 of the Exchange (the "CPC Policy"). The Issuer is a Capital Pool Company or CPC (defined below). It has not commenced commercial operations and has no assets other than a minimum amount of cash. Except as specifically contemplated in the CPC Policy, until the Completion of the Qualifying Transaction, as hereinafter defined, the Issuer 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 Issuer" and "Use of Proceeds".

Distribution

	OfferedShares	Price toPublic	Agent's(2)Commission	Net Proceeds to the(3)(4)Corporation
(1)Per Offered Share	1	$0.10	$0.01	$0.09
(3)(4)Offering	6,800,000	$680,000	$68,000	$612,000

Notes:

• (2) The Agent will receive a commission (the "Agent's Commission") equal to 10% of the gross proceeds from the sale of the Offered Shares pursuant to this Offering, payable in cash on the Closing Date, as hereinafter defined. The Agent will also be paid a corporate finance fee equal to $15,000 plus GST (the "Corporate Finance Fee"), half of which (plus applicable taxes) has already been paid by the Issuer as a non-refundable deposit, with the balance payable on Closing. The Agent will be reimbursed by the Issuer for its reasonable expenses and legal fees plus disbursements and will be granted the Agent's Option referred to herein, which are exercisable for a period of 24 months from the Listing Date (as hereinafter defined). This Offering qualifies the distribution of the Agent's Option to the maximum extent permitted by National Instrument 41-101 - General Prospectus Requirements. See "Plan of Distribution – Agency Agreement and Agent's Compensation".
• (3) Before deducting the costs of this issue (not including commissions) estimated at $92,000, which includes audit fees and other expenses of the Issuer, including amounts spent to the date of this Offering, the Corporate Finance Fee, legal fees, printing fees, filing fees, disbursements and the listing fees payable to the Exchange, of which $5,000 in respect of the Agent's expenses, including the Agent's legal fees and disbursements, has been paid for at the date hereof. See "Use of Proceeds".
• (4) Unless an amendment to the final prospectus is filed and the "principal regulator" under NP 11-202, as hereinafter defined, (the "Securities Regulatory Authority") has issued a receipt for the amendment, the latest date that the distribution is to remain open is 90 days after the date of issuance of a Final Receipt (defined below) and, in any event, not later than 180 days after the date of the Final Receipt.

This Offering is made on a "commercially reasonable efforts" basis by the Agent and is subject to a minimum subscription of 6,800,000 Offered Shares, for gross proceeds to the Issuer of $680,000. The offering price of the Offered Shares was determined by negotiation between the Issuer and the Agent. All funds received from subscriptions for Offered Shares will be held by the Agent pursuant to the terms of the Agency Agreement. If the Offering is not completed within 90 days of the issuance of a Final Receipt (as hereinafter defined) or such other time as may be consented to by the

(1) Pursuant to the Agency Agreement (as hereinafter defined), an Offering of 6,800,000 Offered Shares are offered hereunder, not including the Agent's Option (as hereinafter defined) to purchase an aggregate of 680,000 Common Shares at a price of $0.10 per Common Share, or the CPC Stock Options (as hereinafter defined) to purchase an aggregate of 680,000 Common Shares at a price of $0.10 per Common Share to be granted concurrently with Closing to the directors and officers of the Issuer, which CPC Stock Options and Agent's Option are also qualified for distribution under this prospectus. See "Option to Purchase Securities - CPC Stock Options".

regulatory authorities and the Agent and 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.

Pursuant to the Agency Agreement, the Agent will receive a non-transferrable option (the "Agent's Option") to acquire up to 10% of the number of Offered Shares sold under the Offering at a price of $0.10 per Common Share, exercisable for a period of 24 months from the Listing Date (as hereinafter defined). The Agent shall receive an Agent's Option to acquire up to 680,000 Common Shares assuming that all Common Shares offered under Offering are sold. The Agent's Option is qualified for distribution under this prospectus. See "Plan of Distribution –Agency Agreement and Agent's Compensation".

In addition, the Issuer intends to grant at the Closing, stock options to the directors and officers to purchase, in aggregate 680,000 Common Shares assuming completion of the Offering, at a price of $0.10 per Common Share, exercisable for a period of ten (10) years from the date of grant (the "CPC Stock Options"), which options are qualified under this prospectus. See "Plan of Distribution", "Description of Share Capital" and "Options to Purchase Securities".

Other than the initial distribution of the Offered Shares pursuant to this prospectus, the grant of the Agent's Option and the grant of the CPC Stock Options to the directors and officers of the Issuer, trading in all securities of the Issuer is prohibited during the period between the date a receipt for the preliminary prospectus is issued by the securities commission that is designated the principal regulator pursuant to Multilateral Instrument 11-102 - Passport System ("MI 11-102") and National Policy 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions ("NP 11-202") and the time the Common Shares are listed for trading 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 authority grants a discretionary order.

Market For Securities

The Exchange has conditionally accepted the listing of the Issuer's Common Shares. Listing is subject to the Issuer fulfilling all of the requirements of the Exchange, including distribution of these securities to a minimum number of public securityholders.

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

Risk Factors

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

There is no market through which the Offered Shares may be sold and purchasers may not be able to resell the Offered Shares purchased under this prospectus. This may affect the pricing of the Offered Shares in the secondary market, the transparency and availability of trading prices, the liquidity of the securities, and the extent of issuer regulation. See "Risk Factors".

Upon completion of this Offering, purchasers will suffer an immediate dilution (based on the gross proceeds from this and prior issues without deduction of selling and related expenses) per Common Share of approximately $0.022 or 21.7%. The Issuer was only recently incorporated and does not currently own any assets other than cash.

The business objective of the Issuer is to identify and evaluate assets or businesses with a view to completing a 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 Issuer's shareholders. There can be no assurance that the Issuer will successfully complete a Qualifying Transaction. Although the Issuer has commenced the process of identifying potential acquisitions, the Issuer has yet to enter into any negotiations with respect to such potential acquisitions and may determine that current markets, terms of acquisition, or pricing conditions make such potential acquisitions uneconomic. The Issuer may find that even if the terms of a potential acquisition are economic, the Issuer may not be able to finance such acquisition and additional funds may be required to meet such obligation. Since the Issuer has not placed any geographical restrictions on the location of a Qualifying Transaction, such 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 Person, as hereinafter defined, or the Issuer, 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 Issuer's treasury, control of the Issuer may change and shareholders may suffer further dilution of their investment. The Issuer will be in competition with other corporations with greater resources.

The Issuer 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. Investors must rely solely on the expertise of the Issuer's Promoters, as hereinafter defined, directors and officers for any possible return on their investment. The Issuer's Promoters, directors, officers and Control Persons, as hereinafter defined, and their Associates, as hereafter defined, and Affiliates, as hereafter defined, as a group, beneficially own or control, directly or indirectly, 4,200,000 Common Shares, which represent 80.77% of the issued and outstanding Common Shares before giving effect to this Offering and will own approximately 35.00% of the issued and outstanding Common Shares upon closing of the Offering. The directors and officers of the Issuer will only devote part of their time to the affairs of the Issuer and there are potential conflicts of interest to which some of the directors and officers of the Issuer will be subject in connection with the operations of the Issuer. See "Capitalization", "Business of the Issuer", "Directors, Officers and Promoter", "Use of Proceeds", "Directors, Officers and Promoters – Conflicts of Interest" and "Risk Factors".

This Offering is subject to the CPC Policy and the securities laws of the Offering Jurisdictions.

The Agent, conditionally offers these Offered Shares, on a "commercially reasonable efforts" agency basis, if, as and when subscriptions are accepted by the Issuer and the Agent, subject to prior sale, in accordance with the terms and conditions of the Agency Agreement referred to under "Plan of Distribution" and subject to the approval of certain legal matters by Tingle Merrett LLP, Calgary, Alberta, on behalf of the Issuer and by DS Lawyers Canada LLP of Calgary, Alberta, on behalf of the Agent.

Maximum Investment

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

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

Receipt of Subscriptions

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 share certificates evidencing the Offered Shares sold under the Offering in definitive form will be available for delivery on the closing date. The Offered Shares sold under the Offering will be issued and deposited in electronic form with CDS Clearing and Depository Services Inc. ("CDS") or its nominee, pursuant to the book-based system administered by CDS. A purchaser of Offered Shares will receive only a customer confirmation from the registered dealer that is a CDS participant and from or through which the Offered Shares were purchased. See "Depository Services".

Agent for the Offering:

Leede Jones Gable Inc. 3415, 421 - 7 th Avenue SW Calgary, AB T2P 4K9 Tel: (403) 531-6800 Fax: (403) 531-6914

GLOSSARY	-6 -
PROSPECTUS SUMMARY	-11 -
THE CORPORATION	-13 -
BUSINESS OF THE CORPORATION	-13 -
Preliminary Expenses	-13 -
Proposed Operations until Completion of a Qualifying Transaction	-13 -
Method of Financing	-13 -
Criteria for a Qualifying Transaction	-13 -
Filings and Shareholder Approval of a Non-Arm's Length Qualifying Transaction	-14 -
Initial Listing Requirements	-14 -
Trading Halts, Suspensions and Delisting	-14 -
Refusal of Qualifying Transaction	-15 -
USE OF PROCEEDS	-15 -
Proceeds and Principal Purposes	-15 -
Permitted Use of Funds	-16 -
Prohibited Payments to Non-Arm's Length Parties	-18 -
Private Placements for Cash	-18 -
Finder's Fees	-18 -
PLAN OF DISTRIBUTION	-19 -
Agency Agreement and Agent's Compensation	-19 -
Commercially Reasonable Efforts Offering and Minimum Distribution	-19 -
Other Securities to be Distributed	-19 -
Determination of Price	-20 -
Listing Application	-20 -
Restrictions on Trading	-20 -
DESCRIPTION OF SHARE CAPITAL	-20 -
Common Shares	-20 -
Preferred Shares	-20 -
Dividend Record and Policy	-21 -
CAPITALIZATION	-21 -
Fully Diluted Share Capital	-21 -
OPTIONS TO PURCHASE SECURITIES	-22 -
Agent's Option	-22 -
CPC Stock Options	-22 -
PRIOR SALES	-23 -
Escrowed Securities on Qualifying Transaction	-25 -
PRINCIPAL SHAREHOLDERS	-25 -

DIRECTORS, OFFICERS AND PROMOTER	-26 -
Other Reporting Issuer Experience	-28 -
Corporate Cease Trade Orders or Bankruptcies	-29 -
Penalties or Sanctions	-29 -
Personal Bankruptcies	-30 -
Conflicts of Interest	-30 -
Committees	-30 -
Executive Compensation	-33 -
DILUTION	-33 -
RISK FACTORS	-33 -
LEGAL PROCEEDINGS	-35 -
RELATIONSHIP BETWEEN THE CORPORATION AND THE AGENT	-35 -
RELATIONSHIP BETWEEN THE CORPORATION AND PROFESSIONAL PERSONS	-35 -
AUDITOR, TRANSFER AGENT AND REGISTRAR	-35 -
Auditor	-35 -
Transfer Agent and Registrar	-35 -
INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS	-35 -
MATERIAL CONTRACTS	-35 -
OTHER MATERIAL FACTS	-36 -
PURCHASERS' STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION	-36 -
DEPOSITORY SERVICES	-36 -
ELIGIBILITY FOR INVESTMENT	-36 -
FINANCIAL STATEMENTS…………………………………………………………………………………………F-1
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 Shares of the Company are held, other than by way of security only, by or for the benefit of that Person, and
• (b) the Voting Shares, if voted, entitle the Person to elect a majority of the directors of the Company.

A Person beneficially owns securities that are beneficially owned by:

• (c) a Company controlled by that Person, or
• (d) an Affiliate of that Person or an Affiliate of any Company controlled by that Person.

"Agency Agreement" means the agency agreement between the Corporation and the Agent dated April 21, 2023.

"Agent" has the meaning assigned on the face page of this Prospectus.

"Agent's Commission" has the meaning assigned on the face page of this prospectus.

"Agent's Option" has the meaning assigned on the face page of this prospectus.

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

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

but

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

"Closing" means the completion of the Offering.

"Closing Date" means the date the Offering is completed.

"Common Shares" means the Common Shares without par value in the share capital of the Corporation.

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

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

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

"Corporate Finance Fee" has the meaning assigned on the face page of this prospectus.

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

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

"CPC Escrow Agreement" means the escrow agreement in Form 2F of the Exchange dated April 21, 2023 between the Corporation, the Escrow Agent and certain shareholders of the Corporation.

"CPC Stock Option" means an option to purchase Common Shares of the CPC which may be granted by the CPC in accordance with the CPC Policy.

"CRA" means Canada Revenue Agency.

"Eligible Charitable Organization" means:

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

"Escrow Agent" means Alliance Trust Company, a trust company having an office in Calgary, Alberta, and the corporation's registrar and transfer agent.

"Exchange" means the TSX Venture Exchange Inc.

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

"Final Receipt" means the receipt issued for this prospectus by the Principal Regulator pursuant to National Policy 11- 102 – Process for Prospectus Reviews in Multiple Jurisdictions.

"Incentive CPC Stock Option Plan" means the Corporation's stock option plan pursuant to which the Corporation may issue options to its directors, officers and technical consultants exercisable for up to 10% of the Corporation's issued and outstanding Common Shares as at the Closing of the Corporation's IPO.

"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 the Issuer, means:

• (a) a director or senior officer of the Issuer;
• (b) a director or senior officer of a Company that is an Insider or subsidiary of the Issuer;
• (c) a Person that beneficially owns or controls, directly or indirectly, Voting Shares carrying more than 10% of the voting rights attached to all outstanding Voting Shares of the Issuer; or
• (d) the Issuer itself if it holds any of its own securities.

"Listing Date" means the date the Common Shares become listed on the Exchange.

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

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

"Non-Arm's Length Party" means:

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

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

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

"Offered Shares" has the meaning assigned on the face page of this prospectus.

• 9 -

"Offering" has the meaning assigned on the face page of this prospectus.

"Offering Jurisdictions" has the meaning assigned on the face page of this prospectus.

"Person" means a Company or individual.

"Principal" means:

• (a) a Person who acted as a Promoter of the Issuer within two years before the IPO prospectus or the date of the bulletin issued by the Exchange that evidences the final Exchange acceptance of a transaction (the "Final Exchange Bulletin");
• (b) a director or senior officer of the Issuer or any of its material operating subsidiaries at the time of the IPO prospectus or Final Exchange Bulletin;
• (c) a 20% holder a Person that holds securities carrying more than 20% of the voting rights attached to the Issuer's outstanding securities immediately before and immediately after the Issuer's IPO or immediately after the Final Exchange Bulletin for non-IPO transactions; 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, 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 any relatives of the Principal or spouse who live at the same address as the Principal will also be treated as Principals and any securities of the Issuer they hold will be subject to escrow requirements.

"Promoter" has the meaning specified in section 1(rr) of the Securities Act (Alberta).

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

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

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

"Related Party Transaction" has the meaning ascribed to that term under Exchange Policy 5.9 – Protection of Minority Security holders in Special Transactions, and includes a related party transaction that is determined by the Exchange, to

be a Related Party Transaction. The Exchange may deem a transaction to be a Related Party Transaction where the transaction involves Non-Arm's Length Parties, or other circumstances exist which may compromise the independence of the Issuer with respect to the transaction.

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

"SEDAR" means System for Electronic Document Analysis and Retrieval.

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

"Sponsor" has the meaning specified in Exchange Policy 1.1 – Interpretation.

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

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

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 Issuer: The principal business of the Issuer will be the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction. The Issuer has not commenced commercial operations and has no assets other than a minimum amount of cash. The Issuer has commenced the process of identifying potential acquisitions. To date, the Issuer has not yet identified a company or assets for a potential Qualifying Transaction. Furthermore, the Issuer has not entered into a Qualifying Transaction Agreement . An acquisition financed by the issuance of treasury shares could result in a change of control of the Issuer and may cause the shareholders' interest in the Issuer to be reduced. See "Business of the Issuer". Offering: The Offering consists of an Offering of 6,800,000 Offered Shares for gross proceeds of $680,000 are being offered and qualified under this prospectus at a price of $0.10 per Common Share. In addition, the Issuer will issue to the Agent, the Agent's Option to purchase that number of Common Shares equal to 10% of the aggregate number of Offered Shares sold pursuant to this Offering, being 680,000 Common Shares at a price of $0.10 per Common Share and which may be exercised for a period of 24 months from the Listing Date. The Agent's Option is qualified for distribution under this prospectus. See "Plan of Distribution". The Issuer also intends to grant CPC Stock Options concurrently with the Closing to purchase an aggregate of 680,000 Common Shares, assuming completion of the Offering, to the current directors and officers of the Issuer, all of which CPC Stock Options are qualified for distribution under this prospectus. Such options will be exercisable at $0.10 per Common Share for a period of ten years from the Closing Date. The Issuer previously issued 520,000 CPC Stock Options to its current directors and officers, each of which entitle the holder to purchase one Common Share at $0.05 per Common Share until August 30, 2032, all of which options are currently outstanding. See "Options to Purchase Securities - CPC Stock Options" and "Plan of Distribution". Use of Proceeds: The total estimated funds to the Issuer, including total cash proceeds raised prior to this Offering and total proceeds of this Offering, net of all Offering expenses and Agent's Commission, will be approximately $780,000. The net funds available will provide the Issuer with a minimum of funds with which to identify and evaluate assets or businesses, for acquisition with a view to completing a Qualifying Transaction. The Issuer may not have sufficient funds to secure such businesses or assets once identified and evaluated and additional funds may be required. See "Use of Proceeds" for details of the restrictions and prohibitions on the Issuer's use of funds Directors and Officers: The directors and officers of the Issuer and the positions held by each of them are as follows: Dayton R. Marks President, Chief Executive Officer, Director and Promoter Roger M. Jewett Chief Financial Officer, Secretary and Director O. Barry Holmes Director C. David Goldreich Director Robert J. Quinn Director See "Directors, Officers and Promoter" and "Promoters".

Escrow: All of the 5,200,000 Common Shares issued by the Issuer prior to the Closing and all of the CPC Stock Options, being 1,200,000 CPC Stock Options, will be deposited in escrow pursuant to the terms of the CPC Escrow Agreement and will be released in stages over a period of 18 months after the date of the Final QT Exchange Bulletin. See "Escrowed Securities".

Dividend Policy: It is not contemplated that any dividends will be paid on the Common Shares in the immediate or foreseeable future. See "Description of Share Capital - Dividend Record and Policy".

Risk Factors: Investment in the Offered Shares must be regarded as highly speculative due to the proposed nature of the Issuer's business and its present stage of development. The Issuer was only recently incorporated and has no active business or assets other than cash. The Issuer 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 Issuer and can afford to risk the loss of their entire investment. The directors and officers of the Issuer will devote only part of their time and attention to the affairs of the Issuer and there are potential conflicts of interest to which some of the directors and officers of the Issuer will be subject in connection with the operations of the Issuer. Assuming completion of the Offering, an investor will suffer an immediate dilution (based on the gross proceeds from this and prior issuances without deduction of selling and related expenses) per Offered Share of approximately $0.022 or 21.7%.

There can be no assurance that an active and liquid market for the Issuer's Common Shares will develop and an investor may find it difficult to resell the Offered Shares. Until Completion of the Qualifying Transaction, the Issuer will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction. The Issuer has only limited funds with which to identify and evaluate possible Qualifying Transactions and there can be no assurance that the Issuer will be able to identify or complete a suitable Qualifying Transaction.

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

THE CORPORATION

Name and Incorporation

The Issuer was incorporated on July 27, 2022 pursuant to the provisions of the Business Corporations Act (Alberta) under the name "Constellation Capital Corp.". The articles were amended on January 20, 2022 to remove the restrictions against share transfers and other restrictions applicable to private issuers. The articles were further amended on April 19, 2023 to redesignate the Corporation's Class A Common Shares as "Common Shares".

The registered office and head office of the Issuer is located at 1250, 639 – 5 th Avenue SW, Calgary, Alberta T2P 0M9.

BUSINESS OF THE CORPORATION

Preliminary Expenses

To date, the Issuer has raised $260,000 through the sale of 5,200,000 Common Shares. (See "Prior Sales" and "Capitalization"). As at the date hereof, the Issuer has paid to the Agent a retainer of $12,875 to be applied towards the expenses of the Agent and in payment of one-half of the Corporate Finance Fee. In addition, the Issuer has paid $24,868 for professional services and $5,250 to the Exchange in payment of the Issuer's initial listing fee and the GST thereon.

Part of the net proceeds of the Offering will be utilized to satisfy the obligations of the Issuer related to this Offering, including the fees and commissions of the Agent, the expenses of its auditors, legal counsel and the Agent's legal counsel and the filing fees of the Exchange and applicable securities regulatory authorities. See "Use of Proceeds".

Proposed Operations until Completion of a Qualifying Transaction

The Issuer proposes to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction. The Corporation has not yet entered into an Agreement in Principle (as defined under the policies of the Exchange). 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 Issuer has not conducted commercial operations.

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

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

Method of Financing

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

Criteria for a Qualifying Transaction

The board of directors of the Issuer proposes to identify acquisitions of interests in assets or businesses through discussions with various business associates and contacts of the Issuer's officers and directors. Once a prospective acquisition target has been identified and evaluated, the Issuer will proceed to negotiate the terms upon which it may acquire an interest in the asset or business. The board of directors must approve any proposed Qualifying Transaction. In exercising their powers and discharging their duties in relation to a proposed Qualifying Transaction, the directors will act honestly and in good faith having regard to the best interests of the Issuer and will exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

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

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

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

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

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

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

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

Initial Listing Requirements

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

Trading Halts, Suspensions and Delisting

The Exchange will generally halt trading in the Common Shares from the date of the public announcement of a Qualifying Transaction Agreement until all filing requirements of the Exchange have been satisfied, which includes the submission of a Sponsorship Acknowledgment Form, where the Qualifying Transaction is subject to sponsorship. In addition, Personal Information Forms or, if applicable, Declarations, for all individuals who may be directors, senior officers, promoters, or insiders of the Resulting Issuer must be filed with the Exchange and any preliminary background searches that the Exchange considers necessary or advisable, must also be completed, before the trading halt will be lifted by the Exchange.

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

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

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

In the event that the Common Shares of the Issuer are delisted by the Exchange, within 90 days from the date of such delisting, the Issuer 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 Issuer, determine to deal with the Issuer or its remaining assets in some other manner.

Refusal of Qualifying Transaction

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

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

USE OF PROCEEDS

Proceeds and Principal Purposes

The gross proceeds to be received by the Issuer from the sale of the Offered Shares offered by this prospectus will be $680,000. The gross proceeds received by the Issuer from the sale of Common Shares prior to the date of this Prospectus were $260,000. The expenses and costs associated with the Offering, including the Agent's Commission, are expected to be in the order of approximately $160,000. All such costs and expenses will be paid from the working capital of the Issuer, which will include the proceeds of the Offering. The total estimated funds to the Issuer, including total cash proceeds raised prior to this Offering and total proceeds of this Offering, net of all Offering expenses and Agent's Commission, will be approximately $780,000.

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

Item	Offering
(a) Gross cash proceeds received by the Issuer from the sale of CommonShares prior to this Offering (1)	$260,000
(b) Less: Expenses and costs relating to raising the cash proceeds referred to in(a) above (2)	Nil
(c) Plus: Gross cash proceeds to be raised by the Issuer from the sale of theCommon Shares distributed pursuant to this Offering (3)	$680,000
(d) Less: Expenses and costs relating to the Offering (including listing fees,Agent's commission, legal fees, audit fees and expenses) referred to in (c)above, incurred to date and expected to be incurred (4)	$160,000
(e) Estimated funds available on completion of the Offering(4)	$780,000
Funds available for identifying and evaluating assets or business prospects(3)(5)	$730,000
Estimated general and administrative expenses until Completion of aQualifying Transaction(6)	$50,000
TOTAL NET PROCEEDS	$780,000

Notes:

• (1) See "Prior Sales".
• (2) No issue costs have been allocated towards the issuance of these Common Shares. See the Issuer's statement of financial position as at December 31, 2022.
• (3) In the event the Agent exercises the Agent's Option and the directors and officers exercise their CPC Stock Options, there will be available to the Issuer an additional $162,000, which will be added to the working capital of the Issuer. There is no assurance that any of these options will be exercised.
• (4) Expenses and costs of the Offering include, but are not limited to: Agent's Commission of $68,000; the Corporate Finance Fee payable to the Agent of $15,000; the reasonable out-of-pocket costs and expenses of the Agent (including legal fees of the Agent, disbursements and applicable taxes) estimated to be approximately $21,000; legal fees of the Issuer estimated at $30,000 inclusive of estimated disbursements and applicable taxes; audit fees of the Issuer estimated at $8,000 inclusive of applicable taxes; and filing fees payable to securities regulatory authorities and listing fees payable to the Exchange estimated at $18,000 inclusive of applicable taxes.
• (5) In the event that the Issuer enters into a Qualifying Transaction Agreement prior to spending the entire $730,000 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.
• (6) Estimate for one year of expenses related to the regular maintenance of a public corporation including, but not limited to, Exchange annual sustaining fees, transfer agency fees and fees for legal, accounting and audit services. Does not include expenses that are related to the identification and evaluation of assets or business prospects for a proposed Qualifying Transaction.

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

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

Permitted Use of Funds

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

• (a) reasonable expenses relating to the Issuer's IPO, including:

  • (i) fees for legal services and audit services relating to the preparation and filing of this prospectus;

• (ii) Agent's fees, costs and commissions; and

• (iii) printing costs, including printing of this prospectus and share certificates;

• (b) reasonable general and administrative expenses of the Issuer (not exceeding in aggregate $3,000 per month), including:

  • (i) office supplies, office rent and related utilities;
  • (ii) equipment leases;
  • (iii) fees for legal services; and
  • (iv) fees for accounting and advisory services;

• (c) reasonable expenses relating to a proposed Qualifying Transaction, including:

  • (i) valuations or appraisals;
  • (ii) business plans;
  • (iii) feasibility studies and technical assessments;
  • (iv) sponsorship reports;
  • (v) Geological Reports;
  • (vi) financial statements;
  • (vii) fees for legal services; and
  • (viii) fees for accounting, assurance and audit services;

• (d) agents' and finders' fees, costs and commissions;

• (e) assurance and audit fees of the Issuer;

• (f) escrow agent and transfer agent fees of the Issuer; and

• (g) regulatory filing fees of the Issuer.

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

• (a) the Qualifying Transaction is not a Non-Arm's Length Qualifying Transaction;
• (b) the Qualifying Transaction has been announced in a comprehensive news release;
• (c) due diligence with respect to the Qualifying Transaction is well underway;
• (d) if applicable, a Sponsor has been engaged or the sponsorship requirement has been waived;
• (e) the loan has been announced in a new release at least 15 days prior to the date of any such loan; and

(f) the total amount of all deposits, advances and loans from the Issuer does not exceed a maximum of $250,000 in aggregate unless the aggregate amount advanced from the Issuer to the Target Company or the Vendor(s) does not represent more than 20% of the working capital of the Issuer.

Prohibited Payments to Non-Arm's Length Parties

Except as described herein under "Options to Purchase Securities", "Permitted Use of Funds" and "Finder's Fees", the Issuer 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 Issuer or to a Non-Arm's Length Party to the Qualifying Transaction, or to a person engaged in investor relations activities, promotional or market-making services in respect of the Issuer or the securities of the Issuer or any Resulting Issuer, by any means, including:

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

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

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

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

Private Placements for Cash

After the closing of the Offering and until the Completion of the Qualifying Transaction, the Issuer 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 Issuer where the gross proceeds raised from the issuance of securities both prior to and pursuant to the Offering, together with any proceeds anticipated to be raised upon closing of the private placement, will exceed $10,000,000. Generally, the only securities issuable pursuant to such a private placement will be Common Shares and Agent's Options. Subject to certain limited exceptions, any Common Shares issued pursuant to the private placement to Non-Arm's Length Parties to the Issuer and to Principals of the Resulting Issuer will be subject to escrow.

Finder's Fees

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

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

• (b) to a Non-Arm's Length Party to the Issuer, provided that:

  • (i) the Qualifying Transaction is not a Non-Arm's Length Qualifying Transaction;
  • (ii) the Qualifying Transaction is not a transaction between the Issuer and an existing public company;
  • (iii) the finder's fee is payable in the form of cash, Listed Shares and/or Warrants only;

• (iv) the amount of any Concurrent Financing is not included in the value of the measurable benefit used to calculate the finder's fee; and

• (v) approval of the finder's fee is obtained by ordinary resolution at a meeting of Shareholders of the Issuer or by the written consent of Shareholders of the Issuer holding more than 50% of the issued Listed Shares of the Issuer, provided that the votes attached to the Listed Shares of the Issuer held by the recipient of the finder's fee and its Associates and Affiliates are excluded from the calculation of any such approval or written consent.

PLAN OF DISTRIBUTION

Agency Agreement and Agent's Compensation

Pursuant to an agency agreement (the "Agency Agreement") dated April 21, 2023 between the Issuer and Leede Jones Gable Inc. (the "Agent"), the Issuer has appointed the Agent as its Agent to offer for sale on a best efforts basis to the public 6,800,000 Common Shares as provided in this prospectus, at a price of $0.10 per Common Share, for gross proceeds of $680,000 subject to the terms and conditions in the Agency Agreement. The Agent will receive a commission of 10% of the aggregate gross proceeds from the sale of the Common Shares. In addition, the Issuer will pay to the Agent a Corporate Finance Fee of $15,000 plus GST and will pay the Agent's legal fees and expenses, estimated at $21,000. The Agent has been paid one-half of the Corporate Finance Fee plus applicable taxes as a non-refundable deposit. The balance will be paid upon Closing.

The Issuer has also agreed to grant to the Agent a non-transferable option (the "Agent's Option") to purchase 680,000 Common Shares at a price of $0.10 per share, which may be exercised for a period of 24 months from the Listing Date. The Agent's Option is qualified under this prospectus.

Not more than 50% of the Common Shares received on the exercise of the Agent's Option may be sold by the Agent prior to the Completion of the Qualifying Transaction. The remaining 50% may be sold after the Completion of the Qualifying Transaction.

The Agent has agreed to use its commercially reasonable efforts to secure subscriptions for the Offered Shares offered hereunder on behalf of the Issuer and may make selling group arrangements with other investment dealers at no additional cost to the Issuer. The obligations of the Agent under the Agency Agreement may be terminated at its sole 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 6,800,000 Common Shares for total gross proceeds of $680,000. Under the CPC Policy, 75% of the total number of Common Shares offered under this prospectus are subject to the following limits:

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

The funds received from the Offering will be held by the Agent and will not be released until proceeds of a minimum of $680,000 have been deposited. The total subscription must be completed within 90 days of the date of the Final Receipt, or such other time as may be consented to by the Agent or persons or companies who subscribed within that period, failing which the Agent will remit the funds collected to the original subscribers without interest or deduction, unless subscribers have otherwise instructed the Agent.

Other Securities to be Distributed

The Issuer intends to grant CPC Stock Options to purchase concurrently with the Closing, 680,000 Common Shares assuming completion of the Offering, to its current directors and officers in accordance with the policies of the Exchange, which options are qualified for distribution under this prospectus. See "Options to Purchase Securities".

Determination of Price

The Offering price of the Offered Shares hereunder was determined by negotiation between the Issuer and the Agent.

Listing Application

The Issuer has applied to list its Common Shares on the Exchange. Listing will be subject to the Issuer fulfilling all of requirements of the Exchange.

Venture Issuers

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

Restrictions on Trading

Other than the initial distribution of the Common Shares pursuant to this prospectus, the grant of the Agent's Option, the grant of CPC Stock Options to the directors, officers and technical consultants of the Issuer and the grant of CPC Stock Options to Eligible Charitable Organizations, no securities of the Issuer will be permitted to be issued during the period between the date a receipt for the preliminary prospectus is issued by the Alberta Securities Commission and the British Columbia Securities Commission and the time the Common Shares are listed for trading on the Exchange, except subject to prior acceptance of the Exchange, where appropriate registration and prospectus exemptions are available under securities legislation or where the applicable securities regulatory authorities grant a discretionary order

DESCRIPTION OF SHARE CAPITAL

Common Shares

The Issuer is authorized to issue an unlimited number of Common Shares without nominal or par value of which, as at the date hereof, 5,200,000 are issued and outstanding as fully paid and non-assessable Common Shares in the capital of the Issuer. See "Plan of Distribution".

In addition, 680,000 Common Shares are reserved for issuance pursuant to the Agent's Option, 1,200,000 Common Shares are reserved for issuance to directors and officers pursuant to the CPC Stock Options. All Common Shares to be outstanding after completion of the Offering will be fully paid and non-assessable Common Shares in the capital of the Issuer. See "Plan of Distribution" and "Options to Purchase Securities".

The holders of Common Shares are entitled to vote at all meetings of shareholders of the Issuer, to receive dividends if, as and when declared by the directors and to participate rateably in any distribution of property or assets upon the liquidation, winding-up or other dissolution of the Issuer.

As at the date of this prospectus, the Issuer has no outstanding loans or other debt obligations and there has been no material change in the Common Share and loan capital of the Issuer since the date of its most recent statement of financial position contained in the prospectus. See "Prior Sales" and "Options to Purchase Securities".

Preferred Shares

The Issuer is authorized to issue an unlimited number of preferred shares without nominal or par value of which, as at the date hereof**,** none are issued and outstanding.

The Preferred Shares may be issued from time to time in one or more series, each series consisting of the number of shares and having the designation, rights, privileges, restrictions and conditions which the board of directors of the Issuer determines prior to the issue thereof. The Preferred Shares rank prior to the Common Shares with respect to the payment of dividends and distribution in the event of liquidation, dissolution or winding-up of the Issuer.

Dividend Record and Policy

The Issuer has not paid any dividends on its outstanding Common Shares of the Issuer since the date of its incorporation. The future payment of dividends will be dependent upon the financial requirements of the Issuer to fund further growth, financial condition of the Issuer and other factors which the board of directors of the Issuer may consider in the circumstances. It is not contemplated that any dividends will be paid in the immediate or foreseeable future. All of the Common Shares of the Issuer are entitled to an equal share in any dividends declared and paid.

CAPITALIZATION

The following table sets forth information respecting the capitalization of the Issuer as at the date of the statement of financial position contained herein and as at the date hereof, both before and after giving effect to the Offering.

Designationof Security	AmountAuthorized	Amount outstandingas of the date of themost recent statement offinancial position containedin the Prospectus(1)	Amount outstanding asof the date hereof (1)	Amount to be outstanding if allCommon Shares being offeredunder the Offering are sold
CommonShares	unlimited	5,200,000($260,000)	5,200,000($260,000)	12,000,000 (2)(4)($940,000)(3)
PreferredShares	Unlimited	Nil	Nil	Nil

Notes:

• (1) As at the date of the most recent statement of financial position contained herein and as at the date hereof, the Issuer had not commenced commercial operations.
• (2) 520,000 Common Shares are reserved for issuance pursuant to the CPC Stock Options that have been granted to directors and officers of the Issuer, which options are exercisable at a price per Common Share of $0.05 for a period of ten years from the date of grant. Concurrently with Closing, the Issuer intends to issue an additional 680,000 CPC Stock Options to the directors and officers of the Issuer, each of which will entitle the holders thereof to purchase one Common Share at a price of $0.10 per Common Share for a period of ten years from the date of grant. In addition, pursuant to the Agency Agreement, the Issuer has agreed to grant to the Agent, the Agent's Option on completion of the Offering to purchase an aggregate of 680,000 Common Shares at a price of $0.10 per Common Share, for a period of 24 months from the Listing Date. Assumes that the balance of the Agent's Commission and Corporate Finance Fee will be paid in cash. See "Plan of Distribution" and "Options to Purchase Securities".
• (3) Represents gross proceeds of this Offering and prior issues of the Issuer, before deducting the expenses of the Offering estimated at $77,000, the Agent's corporation finance fee of $15,000 and the Agent's Commission equal to 10% of the gross proceeds from the sale of the Offered Shares. See "Use of Proceeds".

(4) 5,200,000 of these Common Shares are subject to escrow restrictions. See "Escrowed Securities".

Fully Diluted Share Capital

	Number of Common Shares	Percentage of Total
(a) Issued as of the date of this Prospectus (1)	5,200,000	37.46%
(b) Offered under the Prospectus	6,800,000	48.99%
(c) Common shares reserved for future issuance (2)	1,880,000	13.54%
Total	13,880,000	100.00%

Notes:

(1) See "Prior Sales".

(2) Represents the 680,000 Common Shares on exercise of the Agent's Option and the 1,200,000 Common Shares pursuant to the Incentive CPC Stock Option Plan.

OPTIONS TO PURCHASE SECURITIES

Agent's Option

Pursuant to the Agency Agreement, the Issuer has agreed to grant to the Agent the Agent's Option on completion of the Offering to purchase an aggregate of 680,000 Common Shares at a price of $0.10 per share, for a period of 24 months from the Listing Date. The Agent's Option to purchase 680,000 Common Shares is qualified for distribution pursuant to the prospectus. See "Plan of Distribution".

CPC Stock Options

The Issuer has adopted the Incentive CPC Stock Option Plan. The Incentive CPC Stock Option Plan provides that the Board of Directors of the Issuer may from time to time, in its discretion, and in accordance with Exchange requirements, grant to directors, officers and technical consultants to the Issuer and Eligible Charitable Organizations non-transferable CPC Stock Options to purchase Common Shares, provided that the number of Common Shares reserved for issuance will not exceed 10% of the Common Shares of the Issuer issued and outstanding as at the date of grant of any CPC Stock Option, and that the exercise period does not exceed 10 years from the date of grant. The number of Common Shares issuable to any individual director or officer will not exceed five percent (5%) of the issued and outstanding Common Shares of the Issuer as at the date of grant of the CPC Stock Option. The number of Common Shares issuable at any given time to all technical consultants in aggregate will not exceed two percent (2%) of the issued and outstanding Common Shares of the Issuer as at the date of grant of any CPC Stock Option. The number of Common Shares issuable at any given time to Eligible Charitable Organizations in aggregate will not exceed one percent (1%) of the issued and outstanding Common Shares of the Issuer as at the date of grant of any CPC Stock Option. The term of a CPC Stock Option must expire not later than 12 months after the optionee ceases to be a director, officer or technical consultant of the Issuer, or of the Resulting Issuer, as the case may be, subject to any earlier expiry date of such CPC Stock Option.

The Issuer has issued 520,000 CPC Stock Options as follows to directors and officers of the Issuer, each of which entitle the holder to purchase one Common Share at a price of $0.05 per share for a period of ten years from the date of grant:

Name	Number of CommonShares underlyingStock OptionsIssued and Outstanding	Exercise orBase Price($/Security)	% of totalStock Options Issuedand Outstandingafter Completion ofOffering(excludesAgent's Options)	Market Valueof CommonSharesUnderlyingStock Optionson the dateof grant($/Security)(1)	Expiry Date
Dayton R. Marks	270,000	$0.05	22.50%	N/A	August 30, 2032
Roger M. Jewett	120,000	$0.05	10.00%	N/A	August 30, 2032
O. Barry Holmes	100,000	$0.05	8.33%	N/A	August 30, 2032
C. David Goldreich	20,000	$0.05	1.67%	N/A	August 30, 2032
Robert J. Quinn	10,000	$0.05	0.83%	N/A	August 30, 2032
TOTAL	520,000		43.33%

Notes:

(1) As the Common Shares were not listed on the Exchange at the date of the grant, the market value of the securities underlying the options on the date of grant is not available.

Concurrently with Closing, the Issuer intends to issue an additional 680,000 CPC Stock Options as follows to the directors and officers of the Issuer, each of which will entitle the holders thereof to purchase one Common Share at a price of $0.10 per Common Share for a period of ten years from the date of grant:

Name	Number of CommonShares underlyingStock Optionsto be grantedAfter Giving Effect to theOffering(2)	Exercise orBase Price($/Security)	% of totalStock Options Issuedand Outstandingafter Completion ofOffering(excludesAgent's Options)	Market Valueof CommonSharesunderlyingStock Optionson the dateof grant($/Security)(1)	Expiry Date
Dayton R. Marks	353,077	$0.10	29.42%	N/A	10 years fromdate of grant
Roger M. Jewett	156,923	$0.10	13.08%	N/A	10 years fromdate of grant
O. Barry Holmes	130,769	$0.10	10.90%	N/A	10 years fromdate of grant
C. David Goldreich	26,154	$0.10	2.18%	N/A	10 years fromdate of grant
Robert J. Quinn	13,077	$0.10	1.09%	N/A	10 years fromdate of grant
TOTAL	680,000		56.67%

Notes:

(1) As the Common Shares were not listed on the Exchange at the date of the grant, the market value of the securities underlying the options on the date of grant is not available.

(2) Stock Options to be granted concurrently with the Closing.

There are no assurances that the CPC Stock Options described above will be exercised in whole or in part.

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

PRIOR SALES

Since the date of incorporation of the Issuer, 5,200,000 Common Shares have been issued as follows.

Date	Number ofCommon Shares	Issue PricePer Share	AggregateIssue Price	ConsiderationReceived
July 27, 2022	5,200,000	$0.05	$260,000	Cash
TOTAL	5,200,000		$260,000

All of the 5,200,000 Common Shares issued and outstanding are subject to escrow in accordance with the CPC Policy. See "Escrowed Securities".

ESCROWED SECURITIES

All of the 5,200,000 Common Shares issued prior to this Offering at a price below $0.10 per Common Share and all Common Shares that may be acquired from treasury by Non-Arm's Length Parties of the Issuer either under the Offering or otherwise prior to the date of the Final QT Exchange Bulletin will be deposited with the Escrow Agent under the CPC Escrow Agreement.

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

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

Name and Municipality ofResidence of Shareholder	TotalNumber ofCommonShares Held	Number ofCommonSharesEscrowed	Percentage ofCommon Sharesof the IssuerPrior to Giving Effectto the Offering	Percentage ofCommon Shares ofthe IssuerAfter Giving Effectto the Offering(1)	Number ofCPC StockOptions to beheld in escrow
Marks to Market InvestmentCorporation (2)Abbotsford, BritishColumbia	1,900,000	1,900,000	36.54%	15.83%	0
Dayton R. MarksAbbotsford, BritishColumbia	0	0	0.00%	0.00%	623,077
Roger M. JewettCalgary, Alberta	1,000,000	1,000,000	19.23%	8.33%	276,923
O. Barry HolmesAbbotsford, BritishColumbia	1,000,000	1,000,000	19.23%	8.33%	230,769
Andrew BurgessCalgary, Alberta	500,000	500,000	9.62%	4.17%	0
Providential Holdings Inc. (3)Abbotsford, BritishColumbia	300,000	300,000	5.77%	2.50%	0
C. David GoldreichToronto, Ontario	200,000	200,000	3.85%	1.67%	46,154
1262430 Alberta Ltd. (4)Calgary, Alberta	200,000	200,000	3.85%	1.67%	0
Robert J. QuinnKingwood, Texas, USA	100,000	100,000	1.92%	0.83%	23,077
TOTAL	5,200,000	5,200,000	100.01% (3)	43.33%(5)	1,200,000

Notes:

(1) Assuming no Offered Shares are purchased by these Persons under the Offering and assuming no exercise of the Agent's Option or CPC Stock Options.

(2) 100% of the voting securities of Marks to Market Investment Corporation are owned by Dayton R. Marks, the President and Chief Executive Officer of the Issuer.

• (3) Providential Holdings Inc. is wholly-owned by Mark Lee.
• (4) 1262430 Alberta Ltd. is wholly-owned by Johannes Kingma.

(5) Numbers may not add up due to rounding.

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

reasonably result in a change of control of the holding company. In addition, the Exchange may require an undertaking from any control person of the holding company not to transfer the shares of that company.

Under the CPC Escrow Agreement:

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

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

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

If a Final QT Exchange Bulletin is not issued, the escrowed Common Shares will not be released. Under the CPC Escrow Agreement, upon the issuance by the Exchange of a Bulletin delisting the Issuer, the escrow agent is irrevocably authorized to:

• (a) immediately cancel all of the escrowed Common Shares held by each Non-Arm's Length Party to the Issuer that were issued at a price below the Offering price under this prospectus and all CPC Stock Options and Option Shares held by such persons; and
• (b) cancel all of the escrowed securities on a date that is 10 years from the date of such Exchange Bulletin.

Escrowed Securities on Qualifying Transaction

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

PRINCIPAL SHAREHOLDERS

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

Name of Shareholder	Type ofOwnership	Number ofCommon Shares	Percentage ofCommon Shares OwnedPrior to Giving Effectto the Offering(1)	Percentage of CommonShares Owned AfterGiving Effect to theOffering(1)(2)(3)
Marks to Market Investment Corp.Abbotsford, British Columbia (4)	Direct	1,900,000	36.54%	15.83%
Roger M. JewettCalgary, Alberta	Direct	1,000,000	19.23%	8.33%
O. Barry HolmesAbbotsford, British Columbia	Direct	1,000,000	19.23%	8.33%
TOTAL		3,900,000	75.00%	32.49%

Notes:

(1) Figures assume that no Offered Shares are purchased by these Persons under the Offering and assume that none or the CPC Stock Options are exercised.

• (2) Figures assume that the Agent's Option is not exercised.
• (3) Were all of the CPC Stock Options and the Agent's Option exercised after the Offering, Marks to Market Investment Corp. would own 1,900,000 Common Shares (13.69% of the Common Shares then issued and outstanding), Roger M. Jewett would own 1,276,923 Common Shares (9.20% of the Common Shares then issued and outstanding) and O. Barry Holmes would own 1,230,769 Common Shares (8.87% of the Common Shares then issued and outstanding).
• (4) 100% of the voting securities of Marks to Market Investment Corporation are owned by Dayton R. Marks, the President and Chief Executive Officer of the Issuer.

DIRECTORS, OFFICERS AND PROMOTER

The following is a list of the current directors, officers and the Promoter of the Issuer, their municipalities of residence, their current positions with the Issuer and their principal occupations during the past five years:

Dayton Raymond Marks, Abbotsford, British Columbia, Canada – President, Chief Executive Officer, Director and Promoter (Age: 29)

Mr. Marks is a Sessional Instructional Assistant with the Rotman School of Management. Since 2020, he has also been a director of Bonanza Mining Corporation (TSXV:BNZ), a public junior mineral resource company engaged in the exploration of precious metal projects in the Golden Triangle of BC, Canada, and a director of Ocumetics Technology Corp. (TSXV:OTC), public research and product development company that specializes in adaptive intraocular lens designs. From September 2018 to December 2019, Mr. Marks was a consultant for Hans Management Inc., a private company that was involved in the formation and funding of Hanstone Capital Corp. which later became Hanstone Gold Corp. (TSXV: HANS), a public junior mineral resource company engaged in the exploration of precious metal projects in the Golden Triangle of BC, Canada. From 2016 to August 2018 Mr. Marks was attending university at the University of the Fraser Valley and the Rotman School of Management and was not regularly employed.

Mr. Marks holds a Master's degree of Financial Risk Management from the Rotman School of Management (2018), a Bachelor's degree of Business Administration from the University of the Fraser Valley (2017) and a Bachelor of Arts degree from the University of the Fraser Valley (2017).

Mr. Marks will devote approximately 20% of his time necessary to perform the work required in connection with the management of the Issuer and completion of the Qualifying Transaction.

Roger Myles Jewett, CPA, CA, Calgary, Alberta, Canada –Chief Financial Officer, Secretary and Director (Age: 59)

Mr. Jewett is a Chartered Accountant and CPA and the Chief Executive Officer and owner of A Fresh Approach Inc., a corporation through which Mr. Jewett provides contract Chief Financial Officer services to private and public companies.

Mr. Jewett is currently the Chief Financial Officer (since 2017) and a director (since 2022) of Guardian Exploration Inc. (TSXV:GX), a public oil and gas exploration and development corporation, and the Chief Financial Officer (since 2021) and a director (since 2018) of Ocumetics Technology Corp. Mr. Jewett is also the Chief Financial Officer of Hanstone Gold Corp. (since 2022).

Mr. Jewett is also the Chief Financial Officer of several private companies in the publishing, helicopter charter, medical device and software development sectors.

Mr. Jewett holds a Bachelor of Business Administration degree from the University of New Brunswick (1986) and obtained his Chartered Accountant designation in 1989.

Mr. Jewett will devote approximately 15% of his time necessary to perform the work required in connection with the management of the Issuer and completion of the Qualifying Transaction.

Oliver Barry Holmes, Abbotsford, British Columbia, Canada – Director (Age: 70)

Mr. Holmes is a retired Barrister and Solicitor, after practicing law in British Columbia for 40 years.

Mr. Holmes practiced law firstly as a barrister and then as a partner in two law firms from 1978 through 1986. From 1986 until his retirement as a lawyer in 2018, Mr. Holmes's legal work focused primarily on mining law.

Mr. Holmes is currently an independent mining consultant advising on and assisting a number of mining projects in both the Lower Mainland of B.C. and in the B.C.'s Golden Triangle region.

Mr. Holmes holds an Honours degree from Simon Fraser University with a major in Commerce and Geography (1974) and completed his Honours thesis in land use planning.

Mr. Holmes also holds a Bachelor of Law degree at the University of British Columbia (1977). He passed the bar in 1978 and continued to be licensed to practice law in the Province of British Columbia until his retirement as a lawyer in 2018.

Mr. Holmes will devote approximately 5% of his time necessary to perform the work required in connection with the management of the Issuer and completion of the Qualifying Transaction.

Chaim David Goldreich, Toronto, Ontario, Canada –Director (Age: 57)

Mr. Goldreich is a Professor of Finance at the Rotman School of Management at the University of Toronto (2005 to present), where he conducts research and teaches courses on financial markets and corporate finance. Mr. Goldreich is the Finance Area Coordinator at the Rotman School.

Mr. Goldreich holds a PhD in Finance (1997), a Master of Science in Finance degree (1992) and a Master of Science in Industrial Administration degree with distinction (1990), all from Carnegie Mellon University, and Bachelor of Science degree with Honor (1988) from the California Institute of Technology.

Mr. Goldreich will devote approximately 5% of his time necessary to perform the work required in connection with the management of the Issuer and completion of the Qualifying Transaction.

Robert J. Quinn, Kingwood, Texas, USA –Director (Age: 66)

Mr. Quinn has over 40 years of diverse board, management and legal international mining industry experience. He is the former General Counsel of Battle Mountain Gold Company. He has acted as counsel for and has served on the boards of numerous mining companies including as the non-executive Chairman of the Board of Mercator Minerals Ltd., North American Palladium Ltd., Great Western Minerals Group Ltd. and eCobalt Solutions Inc. He was a director of Tudor Gold Corp., a base and precious metals explorer in B.C.'s Golden Triangle area.

Mr. Quinn is currently a director of Ocumetics Technology Corp. (since 2021) and Vice President of Hanstone Gold Corp. (since 2020).

Mr. Quinn holds a Juris Doctor degree from the University of Denver School of Law (1981) and a Bachelor's degree of Business Administration from the University of Denver (1978).

Mr. Quinn will devote approximately 5% of his time necessary to perform the work required in connection with the management of the Issuer and completion of the Qualifying Transaction.

Dayton R. Marks is considered to be the Promoter of the Issuer in that he took the initiative in founding and organizing the Issuer. See "Prior Sales", "Directors, Officers and Promoters", "Principal Shareholders" and "Options to Purchase Securities - CPC Stock Options". Prior to the completion of the Offering, Mr. Marks owns or controls 36.54% of the Issuer's total issued and outstanding share capital as at the date of this prospectus and prior to giving effect to the Offering.

Prior to the completion of the Offering, the directors and officers of the Issuer collectively hold 80.77% of the Common Shares of the Issuer. Following the completion of the Offering, the directors and officers of the Issuer will collectively hold approximately 35.00% of the Common Shares (assuming no exercise of the Agent's Option or CPC Stock Options, and assuming no Common Shares are purchased by the directors and officers pursuant to the Offering).

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

Each of the directors and officers provide services to the Issuer as independent contracts on a consulting basis. The Issuer has no employees. Each of the directors currently has employment outside of the Issuer but has agreed to devote as much of his time to the business and affairs of the Issuer as necessary to complete the Issuer's Qualifying Transaction, and to continue to oversee the operations of the Issuer. In addition to any other requirements of the Exchange, the Exchange expects management of the Issuer to meet a high management standard. The directors and officers of the Issuer, on a collective basis, possess the appropriate experience, qualifications and history to be capable of identifying, investigating and acquiring a Significant Asset. None of the directors or officers of the Issuer has yet entered into a non-competition or non-disclosure agreement with the Issuer.

Other Reporting Issuer Experience

Name	Name of Reporting Issuer	Exchange orMarket	Position	From	To
Dayton R. Marks	Ocumetics Technology Corp.	TSXV	Director	Jun 2020	Present
	Bonanza Mining Corporation	TSXV	Director	Jun 2020	Present
Roger M. Jewett	Ocumetics Technology Corp.	TSXV	Director	Feb 2018	Present
	Ocumetics Technology Corp.	TSXV	CFO	Sep 2021	Present
	Hanstone Gold Corp.	TSXV	CFO	May 2022	Present
	Guardian Exploration Inc.	TSXV	Director	July 2022	Present
	Guardian Exploration Inc.	TSXV	CFO	Nov 2017	Present
	Synstream Energy Corp.	TSXV	Director	Jan 2018	Jun 2020
Robert J. Quinn	Ocumetics Technology Corp.	TSXV	Director	Feb 2021	Present
	Hansco Capital Corp.	TSXV	President, CEOand Director	Oct 2019	Present
	Hanstone Gold Corp.	TSXV	Vice President	Aug 2020	Present
	Hanstone Gold Corp.	TSXV	President andCEO	Jan 2019	Aug 2020
	Hanstone Gold Corp.	TSXV	Director	Oct 2018	Nov 2021

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

Name	Name of Reporting Issuer	Exchange orMarket	Position	From	To
	Tudor Gold Corp.	TSXV	Director	Apr 2016	Dec 2018

Corporate Cease Trade Orders or Bankruptcies

Robert J. Quinn was a director of Mercator Minerals Inc. ("Mercator"). On August 26, 2014, Mercator filed a Notice of intention to make a proposal under the Bankruptcy and insolvency Act (Canada) (the "BIA"'). Mr. Quinn ceased to be a director on September 4, 2014. Pursuant to section 50.4(8) of the BIA, Mercator was deemed to have filed an assignment in bankruptcy on September 5, 2014 as a result of allowing the ten-day period within which Mercator was required to submit a cash flow forecast to the Official Receiver to lapse.

Mr. Quinn was a director of Great Western Minerals Group Ltd. ("GWMG"). On April 30, 2015, GWMG was granted protection from its creditors under the Companies' Creditors Arrangement Act (Canada) (the "CCAA") upon receiving an initial order from the Court. On May 11, 2015, an order was issued by the Financial and Consumer Affairs Authority of the Province of Saskatchewan that all trading in the securities of GWMG be ceased due to its failure to file financial statements for the year ended December 31, 2014.

Mr. Quinn was a director of North American Palladium Ltd. ("NAP") prior to the completion of the recapitalization transaction that was completed on August 6, 2015 and approved at a meeting of the convertible debentureholders of NAP and at an annual and special meeting of shareholders of NAP on July 30, 2015. The recapitalization was accomplished by way of a plan of arrangement and resulted in the issuance of shares in exchange for debt, among other things.

Roger M. Jewett was a director of Synstream Energy Corp. until June 12, 2020. Synstream was cease traded by the Alberta Securities Commission on June 22, 2020 for failure to file annual audited financial statements, annual management's discussion and analysis and certification of the annual filings for the year ended December 31, 2019. The cease trade order remains outstanding.

Other than the foregoing, no director, officer, Insider or promoter of the CPC or a shareholder holding a sufficient number of securities of the CPC to affect materially the control of the CPC is, or was within 10 years before the date of the prospectus, a director, officer, Insider or promoter of any other issuer that:

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

Penalties or Sanctions

In early 1998, Mercator, through its then management, filed a registration statement under the Securities and Exchange Act of 1934 with the United States Securities and Exchange Commission ("SEC"), which became effective in 1998 without further action by Mercator.

Mercator's subsequent management and directors (including Robert J. Quinn) were not aware that the registration statement became effective and, accordingly, no further filings were made with the SEC. On November 8, 2011, an order was issued by the SEC revoking the registration of Mercator's common shares in the United States for failing to file periodic reports. On November 8, 2011, Mercator filed a Form 40-F registration statement with the SEC to re-register Mercator's common shares in the United States. The Form 40-F registration statement became effective on January 9, 2012.

Other than the foregoing, no director, officer, Insider or promoter of the CPC, or a shareholder holding a sufficient number of securities of the CPC to affect materially the control of the CPC, has been subject to:

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

Personal Bankruptcies

No director, officer, Insider or promoter of the CPC, or a shareholder holding a sufficient number of securities of the CPC to affect materially the control of the CPC:

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

Conflicts of Interest

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

Committees

The Issuer currently has one committee, the Audit Committee, which consists of three directors:

Roger M. Jewett-	Non-Independent*; Financially Literate*
O. Barry Holmes-	Independent*; Financially Literate*
Robert J. Quinn-	Independent*; Financially Literate*

* As defined by Multilateral Instrument 52-110 – Audit Committees ("MI 52-110").

Audit Committee Charter

The audit committee is a committee of the Board of Directors. Its primary function is to assist the Board in fulfilling its oversight responsibilities by reviewing the financial information, which will be provided to the shareholders and others, the systems of internal controls, which management and the Board of Directors have established, and the audit process.

In meeting its responsibilities, the audit committee is expected to:

• 1. Provide an open avenue of communication between the auditors and the Board of Directors.
• 1. Review and update the committee's charter annually.
• 1. Recommend to the Board of Directors the auditors to be nominated and review and approve the discharge of the auditors.
• 1. Review and concur in the appointment, replacement, reassignment, or dismissal of the auditor.
• 1. Review with management and the auditor, the annual financial report, together with related Management Discussion and Analysis before it is filed with the regulators.
• 1. Review policies and procedures with respect to officers' expense accounts and perquisites, including their use of corporate assets, and consider the results of any review of these areas by the auditor.
• 1. Review legal and regulatory matters that may have a material impact on the financial statements, related company compliance policies, and programs and reports received from regulators.
• 1. Meet with the auditor, and management in separate executive sessions to discuss any matters that the committee or these groups believe should be discussed privately with the audit committee. Review filings with the regulatory bodies other published documents containing the company's financial statements and consider whether the information contained in these documents is consistent with the information contained in the financial statements.
• 1. Pre-approve all non-audit services to be provided.
• 1. Review and approve the hiring policies regarding partners, employees and former partners and employees of the present and former external auditors.
• 1. Report committee actions to the board of directors with such recommendations as the committee may deem appropriate.

Before Audit Commences:

• 1. Confirm and assure the independence of the auditor, including a review of management consulting services and related fees provided by the auditor.
• 1. Consider, in consultation with the auditor, the audit scope and plan.
• 1. Review with the auditor the coordination of audit effort to assure completeness of coverage, reduction of redundant efforts, and the effective use of audit resources.
• 1. Approve the compensation of the auditors.
• 1. Consider with management and the auditor the rationale for employing audit firms other than the principal auditor.

At Completion of Audit:

• 1. Inquire of management and the auditor about significant risks or exposures and assess the steps management has taken to minimize such risk to the company.
• 1. Consider and review with the auditor;
  • (a) The adequacy of the company's internal controls including computerized information system controls and security;
  • (b) Any related significant findings and recommendations of the auditor with management's responses thereto;
  • (c) Review with management and the auditor:
    • (i) Constellation's annual financial statements, related notes and Management Discussion and Analysis.
    • (ii) The auditor's audit of the financial statements and his or her report thereon.

• (iii) Any significant changes required in the auditor's audit plan.

• (iv) Any serious difficulties or disputes with management encountered during the course of the audit.

• (v) Other matters related to the conduct of the audit, which are to be communicated to the committee under generally accepted auditing standards.

Ethical and Legal Compliance:

• 1. Establish, review and update periodically a Code of Ethical Conduct and ensure that management has established a system to enforce this Code.
• 1. Establish procedures for the receipt, retention and treatment of complaints regarding accounting, internal financial controls or auditing matters. These procedures are required to include procedures for confidential, anonymous submissions by employees related to questionable accounting, auditing matters or acts of Corporation employees and directors.
• 1. Review management's monitoring of Constellation's compliance with the organization's Ethical Code, and ensure that management has the proper review system in place to ensure that Corporation's financial statements, reports and other financial information disseminated to governmental organizations, and the public satisfy legal requirements.
• 1. Review, with the organization's counsel, legal compliance matters including corporate securities trading policies.
• 1. Review with the organization's counsel, any legal matter that could have a significant impact on the organization's financial statement.

Audit Committee Oversight

At no time since the commencement of the Issuer's most recently completed financial year was a recommendation of the Committee to nominate or compensate an external auditor not adopted by the Board of Directors.

Reliance on Certain Exemptions

The Issuer is relying on the exemption provided in Section 6.1 of MI 52-110 and, as such, the Issuer is exempt from Parts 3 (Composition of the Audit Committee) and 5 (Reporting Obligations) of MI 52-110.

At no time since the commencement of the Issuer's most recently completed financial year has the Issuer relied on the exemption in Section 2.4 of MI 52-110 (De Minimis Non-Audit Services), or an exemption from MI 52-110, in whole or in part, granted under Part 8 of Multilateral Instrument 52-110.

Pre-Approval Policies and Procedures

The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services. The Audit Committee will review the engagement of non-audit services as required.

External Auditor Service Fees (by Category)

The aggregate fees billed by the Issuer's external auditors for audit fees are as follows:

Financial Period Ending	Audit Fees(1)	Audit Related Fees(2)	Tax Fees(3)	All Other Fees
December 31, 2022	$8,000	$0	$0	$0
Notes:

(1) Represents fees paid for professional services rendered by the auditors for the audit of the Issuer's annual financial statements and services provided in connection with statutory and regulatory filings.

(2) Represents fees incurred in connection with the International Financial Reporting Standard compliance.

(3) Represents fees incurred for professional services rendered by the Issuer's external auditor for tax compliance, tax advice, and tax planning.

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 Issuer to a Non-Arm's Length Party to the Issuer 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 Issuer or any Resulting Issuer by any means, other than:

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

Further, no payment will be made by the Issuer, or by any party on behalf of the Issuer, after Completion of the Qualifying Transaction if the payment relates to services rendered or obligations incurred or in connection with the Qualifying Transaction.

DILUTION

Purchasers of Offered Shares under this prospectus will suffer an immediate dilution of approximately $0.022 or 21.7% per Offered Share on the basis that an aggregate of 12,000,000 Common Shares of the Issuer will be issued and outstanding following completion of the Offering. Dilution has been computed on the basis of total gross proceeds to be raised by this prospectus and from sales of securities prior to the filing of this prospectus, without deduction of commissions or related expenses incurred or to be incurred in connection with the Offering by the Issuer.

RISK FACTORS

A purchase of Offered Shares of the Issuer and the purchaser's investment will be highly speculative due to the substantial risk of the Issuer's business and its present stage of development. The following are risk factors associated with the Issuer, which list is not exhaustive:

• (a) the Issuer 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 Issuer - Proposed Operations until Completion of a Qualifying Transaction";
• (b) the directors and officers of the Issuer will devote only a portion of their time to the business and affairs of the Issuer and some of them are or will be engaged in other projects or businesses such that conflicts of interest may arise from time to time. See "Directors, Officer and Promoter - Conflicts of Interests";
• (c) assuming completion of the Offering, an investor will suffer an immediate dilution to its investment of approximately $0.022 or 21.7% per Offered Share, calculated as set forth under "Dilution" above;
• (d) the Issuer is relying solely on the past business success of its directors and officers to identify a Qualifying Transaction of merit. The success of the Issuer is dependent upon the efforts and abilities of its management team. The loss of any member of the management team could have a material adverse effect upon the business and prospects of the Issuer. In such event, the Issuer will seek satisfactory replacements but there can be no guarantee that appropriate personnel may be found;
• (e) investment in the Offered Shares is highly speculative given the proposed nature of the Issuer's business and its present stage of development;
• (f) there can be no assurance that an active and liquid market for the Issuer's Common Shares will develop and an investor may find it difficult to resell its Offered Shares;
• (g) until Completion of a Qualifying Transaction, the Issuer is not permitted to carry on any business other than the identification and evaluation of potential Qualifying Transactions. See "Business of the Issuer -

Proposed Operations until Completion of a Qualifying Transaction";

• (h) the Issuer has only limited funds with which to identify and evaluate potential Qualifying Transactions and there can be no assurance that the Issuer will be able to identify a suitable Qualifying Transaction;
• (i) even if a proposed Qualifying Transaction is identified, there can be no assurance that the Issuer will be able to successfully complete the transaction;
• (j) completion of a 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 Issuer - Filings and Shareholder Approval of a Non-Arm's Length Qualifying Transaction";
• (k) 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 Issuer of fair value for the Common Shares;
• (l) upon public announcement of a proposed Qualifying Transaction, trading in the Common Shares of the Issuer will be halted and will remain halted for an indefinite period of time, typically until a Sponsor has been retained and certain preliminary reviews have been conducted. The Common Shares of the Issuer 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 Issuer completing the proposed Qualifying Transaction. See Business of the Issuer - Trading Halts, Suspensions and Delisting";
• (m) trading in the Common Shares of the Issuer may be halted at other times for other reasons, including for failure by the Issuer to submit documents to the Exchange in the time periods required. See "Business of the Issuer - Trading Halts, Suspensions and Delisting";
• (n) neither the Exchange nor any securities regulatory authority passes upon the merits of the proposed Qualifying Transaction;
• (o) in the event that management of the Issuer resides outside of Canada, or the Issuer identifies a foreign business as a proposed Qualifying Transaction, investors may find it difficult or impossible to effect service of notice to commence legal proceedings upon any management resident outside of Canada or upon the foreign business and may find it difficult or impossible to enforce against such persons, judgments obtained in Canadian courts;
• (p) the Qualifying Transaction may be financed in all or part by the issuance of additional securities by the Issuer 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 Issuer. See "Business of the Issuer - Method of Financing";
• (q) subject to prior acceptance by the Exchange, the Issuer may be permitted to loan or advance up to an aggregate of $225,000 of its proceeds to a target business without requiring shareholder approval and there can be no assurance that the Issuer will be able to recover that loan. See "Use of Proceeds - Permitted Use of Funds";
• (r) a maximum of $25,000 in aggregate may also be advanced as a non-refundable deposit, unsecured deposit or advance to a target business, to preserve assets without prior Exchange acceptance and there is a risk that the Company may lose said sum if the Qualifying Transaction does not complete; and
• (s) if the Offered Shares are not listed and posted for trading on the Exchange at or prior to the time of the Closing of the Offering, the Offered Shares will not be a "qualified investment" for a trust governed by an Investment Plan (as such term is defined under the heading "Eligibility for Investment") and adverse tax consequences will arise for an Investment Plan that acquires Offered Shares and for the holder or annuitant, as the case may be, of such Investment Plan. Notwithstanding that an Offered Share may be a qualified investment, if the Offered Shares are a "prohibited investment" (as such term is defined under the heading

"Eligibility for Investment") for a trust governed by a TFSA, RRSP or RRIF, the holder or annuitant thereof will be subject to a penalty tax in respect of the Offered Shares.

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

LEGAL PROCEEDINGS

The Issuer is not currently a party to any actual or pending legal proceedings, nor is the Issuer currently contemplating any legal proceedings, which are material to its business or of which any of its assets are likely to be subject. Management of the Issuer is currently not aware of any legal proceedings contemplated against the Issuer.

RELATIONSHIP BETWEEN THE CORPORATION AND THE AGENT

Neither the Issuer nor any of its directors or officers are a "related" or "connected issuer" as such terms are defined in National Instrument 33-105, "Underwriting Conflicts" of the Agent.

RELATIONSHIP BETWEEN THE CORPORATION AND PROFESSIONAL PERSONS

No beneficial interest, direct or indirect, in any securities or properties of the Issuer or of an associate or affiliate of the Issuer, is held by a professional person, a responsible solicitor or any partner of a responsible solicitor's firm.

No professional person, nor the responsible solicitor or any partner of the responsible solicitor's firm is, or is expected to be elected, appointed or employed as a director, senior officer or employee of the Issuer or of an associate or affiliate of the Issuer, or a promoter of the Issuer or of an associate or affiliate of the Issuer.

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

Certain legal matters relating to this Offering will be passed upon by Tingle Merrett LLP on behalf of the Issuer, and by DS Lawyers Canada LLP on behalf of the Agent.

AUDITOR, TRANSFER AGENT AND REGISTRAR

Auditor

The auditor of the Issuer is MNP LLP, Chartered Accountants, 900, 700 - 6 th Ave SW, Calgary, Alberta, T2P 0T8.

Transfer Agent and Registrar

The registrar and transfer agent of the Common Shares of the Issuer is Alliance Trust Company, 1010, 407 - 2 nd Street SW, Calgary, Alberta, T2P 2Y3.

INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

There are no material interests, direct or indirect, of directors, officers and any shareholder who beneficially own, directly or indirectly, more than 10% of the outstanding Common Shares or any known Associates or Affiliates of such Persons, in any transaction since incorporation of the Issuer, or in any proposed transaction which has materially affected or would materially affect the Issuer.

MATERIAL CONTRACTS

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

• (a) Transfer Agency Registrar Agreement dated as of August 30, 2022 between the Issuer and Alliance Trust Company. See "Auditor, Transfer Agent and Registrar".
• (b) Incentive CPC Stock Option Plan dated April 21, 2023. See "Options to Purchase Securities".
• (c) Agency Agreement dated as of April 21, 2023 between the Issuer and the Agent. See "Plan of Distribution".
• (d) CPC Escrow Agreement dated as of April 21, 2023 between the Issuer, the Escrow Agent and those shareholders that executed such agreement. See "Escrowed Securities".

Copies of these agreements will be available for inspection at the registered office of the Issuer, located at Suite 1250, 639 – 5 th Avenue SW, Calgary, Alberta T2P 0M9 during ordinary business hours while the Offered Shares offered by this prospectus are in the course of distribution and for a period of 30 days thereafter.

OTHER MATERIAL FACTS

To the Issuer's knowledge, there are no other material facts about the Offered 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 Offered Shares being distributed.

PURCHASERS' STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in the Offering Jurisdictions 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 or damages if the prospectus or any amendment thereto contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province for the particulars of these rights or consult with a legal advisor.

DEPOSITORY SERVICES

The Offered Shares will be issued and deposited in electronic form with CDS or its nominee pursuant to the book-based system administered by CDS and certificates evidencing the Offered Shares will not be issued to purchasers. Purchasers will receive only a customer confirmation from the Agent or other registered dealer who is a CDS participant and from or through whom a beneficial interest in the Offered Shares are purchased.

The ability of a beneficial owner of Offered Shares to pledge such shares or otherwise take action with respect to such owner's interest in such shares (other than through a CDS participant) may be limited due to the lack of a physical certificate.

Neither the Issuer nor the Agent will assume any liability for: (i) any aspect of the records relating to the beneficial ownership of the Offered Shares held by CDS or the payments relating thereto; (ii) maintaining, supervising or reviewing any records relating to the Offered Shares; or (iii) any advice or representation made by or with respect to CDS and those contained in this prospectus and relating to the rules governing CDS or any action to be taken by CDS or at the direction of its CDS participants. The rules governing CDS provide that it acts as the agent and depository for the CDS participants. As a result, CDS participants must look solely to CDS and persons, other than CDS participants, having an interest in the Offered Shares must look solely to CDS participants for payments made by or on behalf of the Issuer to CDS in respect of the Offered Shares.

ELIGIBILITY FOR INVESTMENT

In the opinion of Tingle Merrett LLP, counsel for the Issuer, at the time of Closing on the Closing Date, provided that the Offered Shares are at that time listed and posted for trading on a designated stock exchange (which includes Tiers 1 and 2 of the Exchange), the Offered Shares will, at that time, be qualified investments under the Income Tax Act (Canada) (the "Tax Act") and the regulations thereto in effect on the date hereof for a trust governed by a registered retirement savings plan ("RRSP"), registered retirement income fund ("RRIF"), registered disability savings plan, deferred profit sharing plan, registered education savings plan or tax-free savings account ("TFSA"), all as defined in the Tax Act (collectively, the "Investment Plans").

The Offered Shares are not currently listed on a designated stock exchange and the Issuer is not currently a "public corporation", as that term is defined in the Tax Act. The Issuer has applied to list the Offered Shares on the Exchange as of the day before the closing of the Offering, followed by an immediate halt in trading of the Offered Shares in order to allow the Issuer to satisfy the conditions of the Exchange and to have the Offered Shares listed and posted for trading prior to the issuance of the Offered Shares on the Closing of the Offering. The Issuer must rely on the Exchange to list the Offered Shares on the Exchange and have them posted for trading prior to the issuance of the Offered Shares on the Closing of the Offering and to otherwise proceed in such manner as may be required to result in the Offered Shares being listed on the Exchange at the time of their issuance on Closing. If the Offered Shares are not listed and posted for trading on the Exchange at the time of their issuance on the Closing of the Offering, the Offered Shares will not be qualified investments for the Investment Plans at that time.

Notwithstanding that an Offered Share may be a qualified investment, if the Offered Shares are a "prohibited investment" (as defined in the Tax Act) for a trust governed by a TFSA, RRSP or RRIF (a "Registered Plan"), the holder of the TFSA or the annuitant of the RRSP or RRIF, as the case may be, (such holder or annuitant being a "Controlling Individual" of the Registered Plan) will be subject to a penalty tax in respect of the Offered Shares as set out in the Tax Act. An Offered Share will generally not be a prohibited investment for a trust governed by a Registered Plan provided that the Controlling Individual of the Registered Plan deals at arm's length with the Issuer for the purposes of the Tax Act and does not have a "significant interest" (as defined in the Tax Act) in the Issuer. In general terms, a Controlling Individual of a Registered Plan will have a significant interest in the Issuer if the Registered Plan, the Controlling Individual, and other persons not dealing at arm's length with the Controlling Individual together, directly or indirectly, own not less than 10% of the outstanding Offered Shares or of any other class of shares of the Issuer or of any other corporation that is related to the Issuer. Investors should consult their own tax advisers with respect to whether Offered Shares will be a prohibited investment having regard to their particular circumstances.

FINANCIAL STATEMENTS

Audited Financial Statements of the Issuer for the period ended December 31, 2022

(attached)

Constellation Capital Corp. Financial Statements

For the period from July 27, 2022 (date of incorporation) to December 31, 2022

To the Board of Constellation Capital Corp:

Opinion

We have audited the financial statements of Constellation Capital Corp (the "Company"), which comprise the statement of financial position as at December 31, 2022, and the statements of loss and comprehensive loss, changes in shareholders' equity and cash flows for the period from July 27, 2022 (date of incorporation) to December 31, 2022, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2022, and the results of its financial performance and its cash flows for the period from July 27, 2022 to December 31, 2022 in accordance with International Financial Reporting Standards.

Basis for Opinion

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

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

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

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

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

Auditor's Responsibilities for the Audit of the Financial Statements

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

1500, 640 - 5th Avenue SW, Calgary AB, T2P 3G4 1.877.500.0792 T: 403.263.3385 F: 403.269.8450

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

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

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

Calgary, Alberta

April 21, 2023 Chartered Professional Accountants

Assets
Current
Cash (Note 5)	$233,369
Deferred financing costs (Note11)	12,875
Total assets	$246,244
Liabilities
Current
Accounts payable and accruals	$11,112
Shareholders' Equity
Share capital (Note 6)	$260,000
Contributed Surplus	23,500
Deficit	(48,368)
Total shareholders' equity	235,132
Total liabilities and shareholders' equity	$246,244

Subsequent event (Note 11)

Approved on behalf of the Board

signed "Dayton Marks" signed "Robert Quinn"

Director Director

Constellation Capital Corp. Statement of Loss and Comprehensive Loss

For the period from July 27, 2022 (date of incorporation) to December 31, 2022

Expenses
Share based compensation (Note 6)	$23,500
Professional fees	24,868
Loss and comprehensive loss	48,368
Loss per shareWeighted average number of shares outstanding (Note 6)	$(0.01)5,200,000

The accompanying notes are an integral part of these financial statements

Constellation Capital Corp. Statement of Changes in Shareholders' Equity

	ShareCapital($)	ContributedSurplus($)	Deficit($)	Shareholders'Equity($)
At incorporation July 27, 2022	-	-	-	-
Share issuance (Note 6)	260,000	-	-	260,000
Options issued (Note 6)	-	23,500	-	23,500
Net loss	-	-	(48,368)	(48,368)
As at December 31, 2022	260,000	23,500	(48,368)	235,132

The accompanying notes are an integral part of these financial statements

Constellation Capital Corp.

Statement of Cash Flows

For the period from July 27, 2022 (date of incorporation) to December 31, 2022

Cash provided by the following activities:
Operating activities
Net loss	$(48,368)
Share based compensation (Note 6)	23,500
Change in non-cash working capital:
Accounts payable and accruals	11,112
Cash flows used in operating activities	$(13,756)
Financing activities
Financing costs paid (Note 11)	$(12,875)
Issuance of common shares (Note 6)	260,000
Cash flows provided by financing activities	$247,125
Increase in cash	233,369
Cash, beginning of period	-
Cash, end of period	$233,369

The accompanying notes are an integral part of these financial statements

Constellation Capital Corp. Notes to the Financial Statements

For the period from July 27, 2022 (date of incorporation) to December 31, 2022

1. Incorporation and operations

Constellation Capital Corp. (the "Company") was incorporated on July 27, 2022 by Certificate of Incorporation issued pursuant to the provisions of the Business Corporations Act (Alberta). The Company is classified as a Capital Pool Company ("CPC") as defined in Policy 2.4 of the TSX Venture Exchange (the "Exchange"). The principal business of the Company is to identify and evaluate assets or businesses with a view to potentially acquire them or an interest therein by completing a purchase transaction, by exercising of an option or by any concomitant transaction. The purpose of such an acquisition is to satisfy the related conditions of a qualifying transaction under the Exchange rules.

The head office and registered office of the Company is located at 1250,639 – 5th Avenue SW Calgary, Alberta, T2P 0M9.

Where an acquisition or participation is warranted, additional funding may be required. The ability of the Company to fund its potential future operations and commitments is dependent upon the ability of the Company to obtain additional financing.

There is no assurance that the Company will identify a business or asset that warrants acquisition or participation within the time limitations permissible under the policies of the Exchange, at which time the Exchange may suspend or de-list the Company's shares from trading.

2. Basis of preparation

Statement of compliance

These financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB") and interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC") in effect for the fiscal period beginning July 27, 2022. These financial statements represent the Company's first presentation of its financial results and financial position under IFRS.

These financial statements were authorized for issue in accordance with a resolution of the directors on April 21, 2023.

Basis of measurement

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

Use of estimates and judgments

The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates. Areas where estimates are significant to the financial statements are disclosed in Note 4.

3. Significant accounting policies

Cash

Cash consists of the proceeds generated from share issuances, which is being held in trust by legal counsel.

Deferred financing costs

Financing costs related to proposed financings are recorded as deferred financings costs. These costs will be deferred until the related financing is completed, at which time the costs will be charged against the proceeds received. If the financing does not close, the costs will be charged to operations.

Share-based payments

The Company applies a fair value based method of accounting to all share-based payments. Employee and director stock options are measured at the fair value of each tranche on the grant date and recognized over its respective vesting period. Non-employee stock options are measured based on the service provided to the reporting date and at their then-current fair values. The cost of stock options is presented as share-based payment expense when applicable with a corresponding credit to contributed surplus. On the exercise of stock options, share capital is credited for consideration received and for fair value amounts previously credited to contributed surplus. The Company uses the Black-Scholes option pricing model to estimate the fair value of share-based payments.

Taxes

Tax expense comprises current and deferred tax. Tax is recognized in the statement of loss and comprehensive loss except to the extent it relates to items recognized in other comprehensive income or directly in equity.

Current tax

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

Deferred tax

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

3. Significant accounting policies (continued)

Financial Instruments

Classification and measurement of financial instruments

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

Amortized cost

The Company classifies its cash and accounts payable and accruals as measured at amortized cost. The contractual cash flows received from the financial assets are solely payments of principal and interest and are held within a business model whose objective is to collect the contractual cash flows. These financial assets and financial liabilities are subsequently measured at amortized cost using the effective interest method.

Impairment of financial assets

The measurement of impairment of financial assets is based on expected credit losses. Accounts receivable that are considered collectible within one year or less are not considered to have a significant financing component and a lifetime expected credit loss ("ECL") is measured at the date of initial recognition of the receivable.

The Company applies the simplified approach to providing for expected credit losses prescribed by IFRS 9, which requires the use of the lifetime expected loss provision for all trade receivables. In estimating the lifetime expected loss provision, the Company will consider historical industry default rates as well as credit ratings of major customers. The Company does not currently have any financial assets subject to this approach.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

4. Significant accounting estimates and assumptions

The preparation of the financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Estimates and judgments are continuously evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual outcomes can differ from these estimates.

Estimates

The key sources of estimation uncertainty that have a significant risk of causing material adjustment to the amounts recognized in the financial statements are:

Fair value of financial instruments

The estimated fair value of financial assets and liabilities, by their very nature, are subject to measurement uncertainty.

4. Significant accounting estimates and assumptions (continued)

Taxes

Provisions for taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date an additional liability could result from audits by taxing authorities. Where the final outcome of these tax-related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made.

Judgements

The key areas of judgment that have a significant risk of causing material adjustment to the amounts recognized in the financial statements are:

Taxes

The Company recognizes deferred tax assets to the extent that it is probable that future taxable profits will be available to utilize the Company's deductible temporary differences which are based on management's judgement on the degree of future taxable profits. To the extent that future taxable profits differ significantly from the estimates impacts the amount of the deferred tax assets management judges is probable.

Financial instruments

The Company is required to classify its various financial instruments into certain categories for the financial instruments' initial and subsequent measurement. This classification is based on management's judgement as to the purpose of the financial instrument and to which category is most applicable.

Stock options

The Company records stock-based payments based on management's judgement of the expected exercise date of options which is impacted by the timing of completion of the qualifying transaction.

5. Cash

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

6. Share capital

Authorized:

Unlimited number of voting Common Shares Unlimited number of non-voting Preferred shares issuable in series

Issued: Common Shares

	Number of Shares	$
Issued on incorporation	-	-
Issued at $0.05 per share	5,200,000	260,000
As at December 31, 2022	5,200,000	260,000

All of the common shares issued are held in escrow. 25% of the common shares held in escrow will be released on the issuance of the Final Exchange Bulletin (Note 11) and an additional 25% will be released on the dates 6 months, 12 months and 18 months following the initial release.

6. Share capital (continued)

Stock Option Plan

The Company has adopted an incentive stock option plan in accordance with the policies of the TSX Venture (the "Stock Option Plan") which provides that the Board of Directors of the Company may from time to time, in its discretion, grant to directors, officers, employees and consultants of the Company non transferable options to purchase common shares, provided that the number of common shares reserved for issuance under the Stock Option Plan shall not exceed ten percent (10%) of the issued and outstanding common shares. The Stock Option Plan provides that options shall be exercisable for the duration set out in the individual option agreements, which in no event shall exceed ten (10) years from the date such options are granted. In addition, the number of common shares reserved for issuance to any one person shall not exceed five percent (5%) of the issued and outstanding common shares and the number of common shares reserved for issuance to any one consultant will not exceed two percent (2%) of the issued and outstanding common shares. The Board of Directors determines the price per common share and the number of common shares which may be allocated to each director, officer, employee and consultant and all other terms and conditions of the option, subject to the rules of TSX Venture.

A summary of the Company's stock option activity is as follows:

	Number of	Weighted Average
	Director Options	Exercise price
Balance, July 27, 2022	-	-
Granted	520,000	$0.05
Balance, December 31, 2022	520,000	$0.05

During the period ended December 31, 2022, the fair value of the options granted was determined to be $23,500 using the Black-Scholes option pricing model under the following assumptions: Risk-free interest rate 3.06%, expected life – 10 years; forfeiture rate 0%; expected volatility 100% and expected dividends – nil.

All options granted vested immediately.

Loss per share

Basic per share amounts are calculated using the weighted average number of shares outstanding of 5,200,000 during the period ended December 31, 2022. The calculation of diluted loss per share equals basic loss per share as the effect of outstanding options are anti-dilutive.

7. Taxes

The tax recovery differs from the amount that would be computed by applying the expected tax rates to the loss before taxes. The reasons for the difference are as follows:

	2022
Loss before taxes	$(48,368)
Statutory tax rate	23%
Expected tax recovery	$(11,125)
Increase (decrease) resulting from:
Impact of share-based compensation	5,405
Impact of deferred financing costs	(2,961)
Tax asset not recognised	8,681
Tax provision	$-

7. Taxes (continued)

The Company has gross timing differences related to the following:

Deferred financing costs	$11,400
Loss carry-forwards	26,000
Total timing differences	$37,400

The Company's loss carry-forward balance is available to reduce future years' income for tax purposes, if not fully utilized, will expire in 2042.

8. Related party transactions

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

During the period ended December 31, 2022, the Company incurred accounting services in the amount of $2,678 from a company controlled by a director. As at December 31, 2022, $2,678 is included in accounts payable and accrued liabilities related to these services.

During the period ended December 31, 2022, the Company incurred legal services in the amount of $14,234 from a law firm in which a spouse of a director is a partner. As at December 31, 2022, $935 is included in accounts payable and accrued liabilities related to these services.

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

9. Capital disclosures

The Company's capital consists of share capital. The Company's objective for managing capital is to maintain sufficient capital to identify, evaluate and complete an acquisition or other transaction as disclosed in Note 1.

The Company sets the amount of capital in relation to risk and manages the capital structure and makes adjustments to it in light of changes to economic conditions and the risk characteristics of the underlying assets.

The Company's objectives when managing capital are:

• i. to maintain a flexible capital structure, which optimizes the cost of capital at acceptable risk; and,
• ii. to maintain investor, creditor and market confidence in order to sustain the future development of the business.

The Company is not subject to any externally or internally imposed capital requirements at period-end.

10. Financial instruments

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

Fair value

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

10. Financial instruments (continued)

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

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

Credit Risk

Credit risk is the risk of loss associated with the counterparty's inability to fulfill its payment obligations. The Company believes it has no significant credit risk as its cash balance is held in a lawyer's trust account with a reputable Canadian law firm.

Liquidity Risk

The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at December 31, 2022, the Company had a cash balance of $233,369 to pay liabilities of $11,112.

Market Risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices.

i. Interest rate risk

The Company has no interest bearing cash balances or debt.

ii. Foreign currency risk

The Company does not have assets or liabilities in foreign currency.

iii. Commodity risk

The Company is not exposed to commodity price risk.

11. Subsequent event

The Company intends to file a prospectus with the securities regulatory authorities in the provinces of Alberta and British Columbia, and pursuant to an Agency Agreement (the "Agency Agreement") to be entered into between the Company and Leede Jones Gable Inc. (the "Agent") to offer 6,800,000 Common Shares at $0.10 (the "Offering") per share to the public for total estimated proceeds of $680,000 (before transaction costs). The Agent will be granted options to purchase up to 10% of the total common shares sold under the offering at a price of $0.10 per share and expiring 24 months from the closing date. The Company also intends to grant 680,000 share options immediately after the closing of the Offering to directors and officers under the Company's share option plan at a price of $0.10 per share and an expiry date of ten years from the date of grant.

The Company will pay the agent a commission equal to 10% of the gross proceeds, a corporate finance fee of $15,000 and reasonable expenses. Including the professional and agency fees to be incurred, Agent's commission, additional professional, listing and filing fees to complete the Offering are estimated to be approximately $160,000 including the deferred financing cost of $12,875.

CERTIFICATE OF THE CORPORATION

DATE: April 21, 2023

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.

(Signed) "Dayton R. Marks" (Signed) "Roger M. Jewett"

DAYTON R. MARKS ROGER M. JEWETT

Chief Executive Officer Chief Financial Officer

ON BEHALF OF THE BOARD OF DIRECTORS

(Signed) "C. David Goldreich" (Signed) "Robert J. Quinn"

C. DAVID GOLDREICH ROBERT J. QUINN Director Director

CERTIFICATE OF THE PROMOTER

DATE: April 21, 2023

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.

(Signed) "Dayton R. Marks"

DAYTON R. MARKS Promoter

CERTIFICATE OF THE AGENT

DATE: April 21, 2023

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

LEEDE JONES GABLE INC.

(Signed) "Richard Carter"

Richard Carter Executive Vice President, General Counsel and Secretary