Cytophage Technologies Ltd. - Capital/Financing Update 2021

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

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

PRELIMINARY PROSPECTUS

INITIAL PUBLIC OFFERING

November 23, 2021

Cuspis Capital III Ltd. (A Capital Pool Company) Minimum of $2,000,000 10,000,000 Common Shares Maximum of $5,000,000 25,000,000 Common Shares Price: $0.20 per Common Share

Cuspis Capital III Ltd. (the “ Corporation ”) hereby offers to the public a minimum of 10,000,000 Common Shares (as hereinafter defined) (the “ Minimum Offering ”) and a maximum of 25,000,000 Common Shares (the “ Maximum Offering ”) at a price of $0.20 per share, for minimum aggregate gross proceeds of $2,000,000 and maximum aggregate gross proceeds of $5,000,000 (the “ Offering ”). The purpose of this Offering is to provide the Corporation with a minimum of funds with which to identify and evaluate assets and/or businesses 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 ”) and, in the case of a Non-Arm’s Length Qualifying Transaction (as hereinafter defined), must also receive Majority of the Minority Approval (as hereinafter defined) in accordance with Exchange Policy 2.4 (the “ CPC Policy ”). The Corporation is a Capital Pool Company (“ CPC ”). The Corporation has not commenced commercial operations and has no assets other than a minimum amount of cash, prepaid expenses and deferred financing costs. Except as specifically contemplated in the CPC Policy, until the Completion of the Qualifying Transaction, the Corporation will not carry on any business other than the identification and evaluation of assets and/or businesses with a view to completing a proposed Qualifying Transaction. See “Use of Proceeds” and “Business of the Corporation”.

This Offering is made on behalf of the Corporation by a syndicate of agents led by iA Private Wealth Inc. (the “ Lead Agent ”) and including Echelon Wealth Partners Inc. (collectively with the Lead Agent, the “ Agents ”) on a best-efforts agency basis, for total gross proceeds to the Corporation of a minimum of $2,000,000 and a maximum of $5,000,000. The offering price of the Common Shares was determined by negotiation between the Corporation and the Agents. All funds received from subscriptions for Common Shares are to be deposited with the Agents, pursuant to the terms of the Agency Agreement (as hereinafter defined). Unless an amendment to the final prospectus is filed and the “principal regulator” under National Policy 11-202 – Process for Prospectus Reviews in Multiple Jurisdictions has issued a receipt for the amendment, if subscriptions for the Minimum Offering are not raised within 90 days of the issuance of a receipt for filing of a final prospectus, or such other time as may be permitted by applicable securities legislation and consented to by 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. See “Plan of Distribution”. This prospectus qualifies the distribution of the Agents' Warrant (as hereinafter defined), and options to be granted to directors and officers of the Corporation which shall entitle the grantees to purchase a number of Common Shares, at a price of $0.20 per share, equal to 10% of the total number of Common Shares that will be outstanding upon completion of the Offering. See “Plan of Distribution”.

00509720-15

{

Per Common Share Minimum Offering Maximum Offering(3)	Price to Public $0.20 $2,000,000 $5,000,000	Agent’s Commission(1) $0.02 $200,000 $500,000	Net Proceeds to the Corporation(2)
			$0.18 $1,800,000 $4,500,000

Notes:

(1) The Agents will receive a cash commission equal to 10% of the gross proceeds to the Corporation. In addition, the Agents and their subagents, if any, will be granted a non-transferable warrant (the “Agents' Warrant”), which will entitle the holder to purchase up to that number of Common Shares that is equal to 10% of the total number of Common Shares issued pursuant to the Offering, at a price of $0.20 per Common Share exercisable for a period ending 60 months from the date the Common Shares are listed on the Exchange. The Agents' Warrant is qualified for distribution under this prospectus. Pursuant to the CPC Policy, no more than 50% of the aggregate number of Common Shares that may be acquired pursuant to the Agents' Warrant may be sold prior to completion of the Qualifying Transaction and the remaining 50% may only be sold after completion of the Qualifying Transaction. The Agents will be reimbursed for their expenses and legal fees incurred pursuant to this Offering, plus disbursements and taxes, for which a retainer of $10,000 has been provided to the Lead Agent. In addition, the Lead Agent has received from the Corporation a corporate work fee of $10,000 plus applicable taxes. See “Plan of Distribution”.
(2) Before deducting the costs of this issue, including listing and filing fees, the Agents' expenses and legal fees, the Agents' corporate work fee and the Corporation’s legal fees, audit fees and expenses, estimated at $120,195 exclusive of the Agents' commission. See “Use of Proceeds”.
(3) In addition to the qualification of up to 25,000,000 Common Shares pursuant to the Offering, this prospectus also qualifies for distribution: (i) the Agents' Warrant; and (ii) the options to be granted to officers and directors of the Corporation at the closing of this Offering, which shall entitle the grantees to purchase up to that number of Common Shares, at a price of $0.20 per Common Share, equal to 10% of the number of Common Shares that will be outstanding upon completion of this Offering. See “Options to Purchase Securities”.

Market for Securities

THERE IS CURRENTLY NO MARKET THROUGH WHICH THESE SECURITIES MAY BE SOLD AND PURCHASERS MAY NOT BE ABLE TO RESELL SECURITIES PURCHASED UNDER THIS PROSPECTUS. THIS MAY AFFECT THE PRICING OF THE SECURITIES IN THE SECONDARY MARKET, THE TRANSPARENCY AND AVAILABILITY OF TRADING PRICES, THE LIQUIDITY OF THE SECURITIES, AND THE EXTENT OF ISSUER REGULATION. SEE “RISK FACTORS”.

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

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

Other than the initial distribution of Common Shares pursuant to this prospectus, the grant of stock options to the officers and directors of the Corporation, the grant of the Agents' Warrant and the grant of CPC Stock Options to Eligible Charitable Organizations trading in all securities of the Corporation is prohibited during the period between the date a receipt for this preliminary prospectus is issued by the Applicable Securities Commissions (as defined herein) and the time the Common Shares are listed and posted for trading on the Exchange except, subject to the 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.

Risk Factors

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

00509720-15

00508509-1 ii

00465267-6

Assuming the Minimum Offering is subscribed for; an investor will suffer an immediate dilution on investment of approximately 25.00% or $0.050 per Common Share. Assuming the Maximum Offering is subscribed for, an investor will suffer an immediate dilution on investment of approximately 14.29% or $0.029 per Common Share. See “Capitalization” and “Dilution”.

The Corporation has neither a history of earnings nor has it paid any dividends and it is unlikely to generate earnings or pay dividends in the immediate or foreseeable future. The Corporation was only recently incorporated and does not own any ongoing business operations and has no assets other than cash, prepaid expenses and deferred financing costs and has not identified any potential asset or business for acquisition or participation. The Corporation has not entered into an Agreement in Principle. See “Risk Factors”, “Conflicts of Interest”, “Capitalization” and “Dilution”.

The Common Shares are highly speculative due to the proposed nature of the Corporation’s business and its present stage of development. There is no assurance that the Corporation will identify and successfully negotiate the acquisition of any corporations, properties, assets or businesses, or any interests therein. Moreover, additional funds may be required to successfully complete an acquisition, and the Corporation may not be able to obtain such financing. If the acquisition is financed by the issuance of shares from the Corporation’s treasury, control of the Corporation may change and shareholders may suffer additional dilution. The directors and officers of the Corporation will only be devoting a portion of their time on the affairs of the Corporation. Potential conflicts of interest may result from the ordinary course of business of the Corporation and of the directors and officers of the Corporation. The directors and officers currently own 31.00% of the issued and outstanding common shares and will own approximately 15.50% of the issued Common Shares of the Corporation upon completion of the Minimum Offering, and approximately 8.86% of the issued Common Shares of the Corporation upon completion of the Maximum Offering. Since the Corporation has not placed any geographical restrictions on the location of the Qualifying Transaction, such Qualifying Transaction may involve the acquisition of a business located outside of Canada. It may be difficult or impossible to affect service or notice to commence legal proceedings upon any directors, officers or experts located outside Canada. Even if service or notice is successfully affected, it may not be possible to enforce, against such persons or the Corporation, judgments obtained in Canadian courts predicated upon the civil liability provisions of applicable securities laws in Canada.

Maximum Investment

Pursuant to the CPC Policy, 75% of the total number of Common Shares offered under this prospectus (being 7,500,000 Common Shares based on the Minimum Offering, or 18,750,000 Common Shares based on the Maximum Offering) are subject to the following limits:

(a) the maximum number of Common Shares that may be directly or indirectly purchased by any one purchaser pursuant to the Offering is 2% of the total number of Common Shares offered under this prospectus (being 200,000 Common Shares based on the Minimum Offering, or 500,000 Common Shares based on the Maximum Offering); and
(b) the maximum number of Common Shares that may be directly or indirectly purchased by any one purchaser, together with that purchaser’s Associates (as hereinafter defined) and Affiliates (as hereinafter defined, is 4% of Common Shares offered under this prospectus (being 400,000 Common Shares based on the Minimum Offering, or 1,000,000 Common Shares based on the Maximum Offering).

Receipt of Subscriptions

The Common Shares are conditionally offered for sale by the Agents on behalf of the Corporation on a best-efforts basis, subject to prior sale, if, as and when issued, and delivered in accordance with the conditions contained in the Agency Agreement referred to under “Plan of Distribution” and subject to the approval of certain legal matters by Chitiz Pathak LLP of Toronto, Ontario on behalf of the Corporation and DS Burstall LLP on behalf of the Agents. Subscriptions will be received subject to rejection or allotment in whole or in part and the right to close the subscription books at any time without notice is reserved. It is expected that share certificates evidencing the Common Shares in definitive form will be available for delivery at the closing of this Offering, unless the Agents elect for delivery in electronic book entry form through CDS Clearing and Depository Services Inc. (“ CDS ”) or its nominee. If delivered in book entry form, purchasers of Common Shares will receive only a customer confirmation from the registered dealer that is a CDS participant and from or through which the Common Shares were purchased.

00509720-15

00508509-1 iii

00465267-6

iA PRIVATE WEALTH INC. 38 Auriga Drive, Suite 228 Ottawa, Ontario K2E 8A5

ECHELON WEALTH PARTNERS INC. 1 Adelaide St. E Suite 2100 Toronto, ON M5C 2V9

00509720-15

00508509-1 iv

00465267-6

GLOSSARY OF TERMS .................................................................................................................................................. vi SUMMARY OF PROSPECTUS ..................................................................................................................................... xii THE CORPORATION ....................................................................................................................................................... 1 BUSINESS OF THE CORPORATION ........................................................................................................................... 1 USE OF PROCEEDS ......................................................................................................................................................... 4 PLAN OF DISTRIBUTION .............................................................................................................................................. 8 DESCRIPTION OF THE SECURITIES DISTRIBUTED .......................................................................................... 10 CAPITALIZATION ......................................................................................................................................................... 10 OPTIONS TO PURCHASE SECURITIES ................................................................................................................... 11 PRIOR SALES .................................................................................................................................................................. 13 ESCROWED SECURITIES ............................................................................................................................................ 13 PRINCIPAL SHAREHOLDERS ................................................................................................................................... 15 DIRECTORS, OFFICERS AND PROMOTERS ......................................................................................................... 16 EXECUTIVE COMPENSATION .................................................................................................................................. 21 DILUTION ......................................................................................................................................................................... 22 RISK FACTORS ............................................................................................................................................................... 22 LEGAL PROCEEDINGS ................................................................................................................................................ 24 RELATIONSHIP BETWEEN THE CORPORATION AND PROFESSIONAL PERSONS ................................ 24 AUDITORS, TRANSFER AGENT AND REGISTRAR ............................................................................................. 25 MATERIAL CONTRACTS ............................................................................................................................................ 25 DIVIDEND POLICY ........................................................................................................................................................ 25 INDEBTEDNESS OF DIRECTORS, OFFICERS, PROMOTERS AND OTHERS .............................................. 25 INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ....................................... 25 ELIGIBILITY FOR INVESTMENT ............................................................................................................................. 25 OTHER MATERIAL FACTS ......................................................................................................................................... 25 PURCHASER’S STATUTORY RIGHTS OF WITHDRAWAL AND RECESSION ............................................ 26

00509720-15

00508509-1 v

00465267-6

GLOSSARY OF TERMS

In this prospectus, the terms and abbreviations set out below shall have the following meanings:

Term	Definition
Affiliate	A Company is an “Affiliate” of another Company if:
	(a) one of them is the subsidiary of the other, or

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

A Company is “controlled” by a Person if:

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

A Person beneficially owns securities that are beneficially owned by:

(a) a Company controlled by that Person, or

	(b) an Affiliate of that Person or an Affiliate of any Company controlled by that
	Person.
Agency Agreement	The agency agreement effective ●, 2021 entered into between the Corporation and the
	Agents.
Agents	iA Private Wealth Inc. and Echelon Wealth Partners Inc.
Agents' Warrant	The common share purchase warrant granted by the Corporation to the Agents and their
	sub-agents, if any, to purchase Common Shares equal in number to 10% of the number
	of Common Shares sold under this Offering at a price of $0.20 per Common Share
	exercisable for a period ending sixty months from the date the Common Shares are listed
	on the Exchange.
Aggregate Pro Group	All Persons who are members of any Pro Group whether or not the Member is involved
	in a contractual relationship with an Issuer to provide financing sponsorship and other
	advisory services.
Agreement in Principle	Any enforceable agreement or any other agreement or similar commitment which
	identifies the fundamental terms upon which the parties agree or intend to agree which:

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

00509720-15

00508509-1 vi

00465267-6

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

Applicable Jurisdictions The provinces of Alberta, British Columbia, Saskatchewan and Ontario.

Applicable Securities Commissions

The securities regulatory authorities in each of the Applicable Jurisdictions.

Associate

When used to indicate a relationship with a Person or Company, means:

(a) an Issuer of which the Person or Company beneficially owns or controls, directly or indirectly, voting securities entitling the Person to more than 10% of the voting rights attached to outstanding securities of the Issuer;
(b) any partner of the Person or Company;
(c) any trust or estate in which the Person or Company has a substantial beneficial interest or in respect of which a Person or Company serves as trustee or in a similar capacity;
(d) in the case of a Person, a relative of that Person, including:
(i) that Person’s spouse or child; or
(ii) any relative of the Person or of his spouse who has the same residence as that Person; but
(e) where the Exchange determines that two Persons shall, or shall not, be deemed to be associates with respect to a Member firm, Member corporation or holding company of a Member corporation, then such determination shall be determinative of their relationships in the application of Rule D of the Exchange with respect to that Member firm, Member corporation or holding company.

Common Share An issued, fully-paid, non-assessable common share in the capital of the Corporation.

Company A corporation, incorporated association or organization, body corporate, partnership, trust, association, or other entity other than an individual.

Completion of the The date the Final Exchange Bulletin is issued by the Exchange. Qualifying Transaction Control Person Any Person or Company that holds or is one of a combination of Persons or Companies that holds a sufficient number of any of the securities of an Issuer so as to affect materially the control of that Issuer, or that holds more than 20% of the outstanding voting securities of an Issuer except where there is evidence showing that the holder of those securities does not materially affect the control of the Issuer. Corporation Cuspis Capital III Ltd., a corporation incorporated under the Business Corporations Act (Ontario) with a registered office in Toronto, Ontario. CPC A corporation:

00509720-15

00508509-1 vii

00465267-6

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

CPC Policy	Policy 2.4 of the Exchange.
Escrow Agent	TSX Trust Company.
Escrow Agreement	Agreement dated as of ●, 2021 between the Corporation, the Escrow Agent, and the
	shareholders of the Corporation prior to this Offering placing the Seed Shares in escrow
	pursuant to the CPC Policy.
Escrow Shares	Common Shares of the Corporation that are held in escrow pursuant to the Escrow
	Agreement pursuant to the policies of the Exchange.
Exchange	The TSX Venture Exchange Inc.
Final Exchange Bulletin	The bulletin issued by the Exchange following closing of the Qualifying Transaction and
	the submission of all post-meeting documentation, which evidences the Exchange’s final
	acceptance of the Qualifying Transaction.
Insider	In relation to an Issuer, one of:
	(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.

IPO or Initial Public	A transaction that involves an Issuer issuing securities from its treasury pursuant to its
Offering	first prospectus.
Issuer	A Company and its subsidiaries which have any of its securities listed for trading on the
	Exchange and, as the context requires, any applicant company seeking a listing of its
	securities on the Exchange.
Majority of the Minority	The approval of a Non-Arm’s Length Qualifying Transaction by the majority of the
Approval	votes cast by shareholders, other than:

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

00509720-15

00508509-1 viii

00465267-6

	at a properly constituted meeting of the common shareholders of the CPC.
Maximum Offering	The offering of a maximum of 25,000,000 Common Shares at a price of $0.20 per
	Common Share pursuant to this prospectus.
Member	A Person who has executed the Members’ Agreement, as amended from time to time,
	and is accepted as and becomes a Member of the Exchange under the Exchange
	requirements.
Members’ Agreement	The Member’s agreement between the Exchange and each Person who from time to
	time, is accepted as and becomes a Member of the Exchange under the Exchange
	requirements.
Minimum Offering	The offering of a minimum of 10,000,000 Common Shares at a price of $0.20 per
	Common Share pursuant to this prospectus.
Non-Arm’s Length	The Vendor(s), any Target Compan(y)(ies) including, in relation to Significant Assets
Parties to the Qualifying	or Target Compan(y)(ies), the Non-Arm’s Length Parties of the Vendor, the Non-Arm’s
Transaction	Length Parties and all other parties to or associated with the Qualifying Transaction and
	Associates or Affiliates of all such other parties.
Non-Arm’s Length	In relation to a Company, a promoter, officer, director, other Insider or Control Person
Party	of such Company and any Associates or Affiliates of any such Persons. In relation to an
	individual, any Associate of the individual or any Company of which the individual is a
	promoter, director, officer, Insider, or Control Person.
Non-Arm’s Length	A proposed Qualifying Transaction where the same party or parties or their respective
Qualifying Transaction	Associates or Affiliates are Control Persons in both the CPC and the Significant Assets
	which are the subject of the proposed Qualifying Transaction.
Offering	The offering of a minimum of 10,000,000 Common Shares and a maximum of
	25,000,000 Common Shares at a price of $0.20 per Common Share pursuant to this
	prospectus.
Person	A Company or an individual.
Principal	In respect of an Issuer, one of:

(a) a Person or Company who acted as a promoter (as defined under applicable Securities Laws) of the Issuer within two years of the date of the IPO prospectus or the Final Exchange Bulletin;
(b) a director or senior officer of the Issuer or any of its material operating subsidiaries at the time of the IPO prospectus or Final Exchange Bulletin;
(c) a Person or Company that holds securities carrying more than 20% of the voting rights attached to the Issuer’s outstanding securities immediately before and immediately after the Issuer’s IPO or immediately after the Final Exchange Bulletin for non-IPO transactions;
(d) a Person or Company 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

00509720-15

00508509-1 ix

00465267-6

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

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

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

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

Pro Group

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

the Member maintains a list of such excluded Persons.

00509720-15

00508509-1 x

00465267-6

Qualifying Transaction	A transaction where a CPC acquires Significant Assets, other than cash, by way of
	purchase, amalgamation, merger or arrangement with another Company or by other
	means.
Registrar and Transfer	TSX Trust Company.
Agent
Resulting Issuer	The Issuer that was formerly a CPC that exists upon issuance of the Final Exchange
	Bulletin.
SEDAR	The system of electronic document filing maintained by the Canadian Securities
	Administrators.
Securities Laws	Means the relevant securities legislation, including regulations and rules, in force in
	every jurisdiction in which the Common Shares are qualified for distribution under this
	prospectus.
Seed Shares	The 10,000,000 Common Shares of the Corporation issued prior to the date of this
	prospectus for gross aggregate proceeds of $1,000,000.
Significant Assets	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 minimum listing requirements of the Exchange.
Sponsor	Has the meaning specified in the Exchange’s Policy 2.2, entitled “Sponsorship and
	Sponsorship Requirements.”
Target Company	A Company to be acquired by the CPC as its Significant Asset pursuant to a Qualifying
	Transaction.
Vendors	One or all of the beneficial owners of the Significant Assets (other than a Target
	Company) prior to their purchase by a CPC.

00509720-15

00508509-1 xi

00465267-6

SUMMARY OF PROSPECTUS

The following is a summary of the principal features of the Offering and should be read together with (and is qualified in its entirety by) the more detailed information and financial data and statements contained elsewhere in this prospectus.

ISSUER	Cuspis Capital III Ltd.
OFFERING	A minimum of 10,000,000 Common Shares and a maximum of 25,000,000 Common
	Shares are being offered under this prospectus at $0.20 per Common Share in the
	Applicable Jurisdictions. In addition, this prospectus will qualify the distribution to
	the Agents of the Agents' Warrant (being an option to acquire Common Shares equal
	in number to 10% of the number of Common Shares sold under this Offering, being
	1,000,000 Common Shares under the Minimum Offering and 2,500,000 Common
	Shares under the Maximum Offering, at a price of $0.20 per Common Share
	exercisable for a period ending 60 months from the date the Common Shares are listed
	on the Exchange). The Corporation also intends to grant options to purchase a number
	of Common Shares equal to 10% of the total number of Common Shares issued and
	outstanding following the Offering (being 20,000,000 Common Shares under the
	Minimum Offering and 35,000,000 Common Shares under the Maximum Offering) at
	$0.10 and $0.20 per Common Share to the officers and directors of the Corporation,
	as well as CPC Stock Options to purchase Common Shares to Eligible Charitable
	Organizations being 200,000 Common Shares under the Minimum Offering and
	350,000 Common Shares under the Maximum Offering, which options are also
	qualified for distribution under this prospectus. See “Options to Purchase Securities”
	and “Plan of Distribution”.
BUSINESS OF THE	The principal business of the Corporation will be to identify and evaluate assets and/or
CORPORATION	businesses with a view to a potential acquisition or the acquisition of an interest therein
	in order to complete a Qualifying Transaction. The Corporation has not commenced
	commercial operations, other than to enter into discussions for the purpose of
	identifying potential acquisitions or interests, has no assets other than a minimum
	amount of cash, and is not a party to an Agreement in Principle. See “Business of the
	Corporation” and “Plan of Distribution”.
USE OF PROCEEDS	The funds available to the Corporation after the closing of the Offering, being the net
	proceeds from the Offering together with the net proceeds from prior sales of Common
	Shares, will be a minimum of $2,678,805 and a maximum of $5,378,805 (after
	deduction of the costs of prior sales, the Agents' commission of between $200,000
	(Minimum Offering) and $500,000 (Maximum Offering), and the Offering costs and
	prior expenses estimated at $120,195). The net proceeds will be used to provide the
	Corporation with a minimum of funds with which to identify and evaluate assets or
	businesses for acquisition with a view to completing a Qualifying Transaction and for
	general and administrative expenses until Completion of the Qualifying Transaction.
	The Corporation may not have sufficient funds to secure such businesses or assets
	once identified and additional funds may be required. See “Use of Proceeds”,
	“Business of the Corporation – Method of Financing Acquisition or Participation
	Opportunities” and “Risk Factors”.
DIRECTORS AND	William Ollerhead Chief Executive Officer, and Director
MANAGEMENT	Grant McCutcheon Chief Financial Officer, Secretary, and Director
	C. Fraser Elliott Director
	Jack Schoenmakers Director
	See “Directors and Officers.”
ESCROWED SHARES:	All Seed Shares issued at a price lower than the IPO price by the Corporation before
	the closing of this Offering, being 10,000,000 Common Shares, all Common Shares
	that have been or may be acquired by Non-Arm’s Length Parties of the Corporation

00509720-15

00508509-1 xii

00465267-6

either under the Offering or otherwise prior to Completion of the Qualifying Transaction and all Common Shares acquired by members of the Aggregate Pro Group prior to this Offering will be placed in escrow pursuant to the Escrow Agreement, and will be released from escrow in stages over a period of 18 months from the date of the Final Exchange Bulletin. A total of 10,000,000 Common Shares, being all of the Common Shares issued and outstanding as of the date hereof, will be held by the Escrow Agent pursuant to the Escrow Agreement. See “Escrowed Securities”.

RISK FACTORS:

Shall include, but not be limited to:

(a) Investment in the Common Shares must be regarded as highly speculative due to the proposed nature of the Corporation’s business and its present stage of development.
(b) The Corporation was only recently incorporated and has no active business or assets other than cash.
(c) The Corporation 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. See “Dividend Policy”.
(d) The Offering is only suitable to investors who are prepared to rely entirely on the directors and management of the Corporation and can afford to risk the loss of their entire investment.
(e) The directors and officers of the Corporation will only devote part of their time and attention to the affairs of the Corporation and there are potential conflicts of interest to which some of the directors and officers of the Corporation will be subject in connection with the operations of the Corporation.
(f) Assuming the Minimum Offering is subscribed for, an investor will suffer an immediate dilution on investment of approximately 25.00% or $0.050 per Common Share. Assuming the Maximum Offering is subscribed for, an investor will suffer an immediate dilution on investment of approximately 14.29% or $0.029 per Common Share.
(g) There can be no assurance that an active and liquid market for the Common Shares will develop and an investor may find it difficult to resell the Common Shares.
(h) Until Completion of the Qualifying Transaction, the Corporation will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction.
(i) The Corporation has only limited funds with which to identify and evaluate possible Qualifying Transactions and there can be no assurance that the CPC will be able to identify or complete a suitable Qualifying Transaction.
(j) The Qualifying Transaction may involve the acquisition of a business or assets located outside of Canada. It may therefore be difficult or impossible to effect service or notice to commence legal proceedings upon any directors, officers and experts outside of Canada and it may not be possible to enforce against such persons or companies judgments obtained in Canadian courts predicated upon the civil liability provisions applicable to securities laws in Canada. See “Business of the Corporation”, “Directors and Officers”, “Use of Proceeds”, “Risk Factors” and “Conflicts of Interest”.

00509720-15

00508509-1 xiii

00465267-6

See “Risk Factors”.

00509720-15

00508509-1 xiv

00465267-6

THE CORPORATION

Cuspis Capital III Ltd. was incorporated on September 3, 2019 under the Business Corporations Act (Ontario). The principal and registered office of the Corporation is located at 77 King Street West TD North Tower Suite 700, P.O. Box 118. Toronto, Ontario M5K 1G8.

BUSINESS OF THE CORPORATION

Preliminary Expenses

To date, the Corporation has not conducted material operations of any kind and does not own any assets, other than cash, and has not entered into an Agreement in Principle.

To date, the Corporation has incurred expenses of approximately $58,820 which consists of audit costs, filing fees, corporate finance fees, fees associated with an advance retainer to cover the Agents' out of pocket expenses and legal fees related to the Offering and the corporate work fee. Of the $58,820 in incurred expenses, approximately $22,500 has been incurred in respect of legal fees. Since the most recent audited Statement of Financial Position, the Corporation has expended approximately $17,500 in legal fees, $5,000 in filing fees, $NIL in audit costs, and provided the Agents with a $21,300 advance retainer to cover the Agents' out of pocket expenses and corporate work fee. The proceeds of the Offering will be utilized to satisfy the obligations of the Corporation related to this Offering, including the expenses of the Corporation’s auditors, legal counsel, and the Agents' legal counsel. See “Use of Proceeds”, “Remuneration of Directors and Senior Officers”, and “Relationship Between the Corporation and Professional Persons”.

Proposed Operations until Completion of a Qualifying Transaction

The Corporation proposes to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction. Any proposed Qualifying Transaction must be accepted by the Exchange and in the case of a Non-Arm’s Length Qualifying Transaction is also subject to Majority of the Minority Approval in accordance with the CPC Policy. The Corporation has not conducted commercial operations other than to enter into discussions for the purpose of identifying potential acquisitions or interests.

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

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

Process of Identification of Acquisition or Participation Opportunities

The Corporation proposes to identify acquisitions of interests in corporations, properties, assets or businesses through discussions with various contacts. Once a prospective acquisition target has been identified and evaluated, the Corporation will proceed to negotiate the terms upon which the Corporation may acquire an interest in the corporation, property, asset or business, with a view to completing a Qualifying Transaction.

Method of Financing Qualifying Transaction

The Corporation may use cash, bank financing, issuance of treasury shares, private or public financing of debt or equity, or some combination thereof to finance its proposed Qualifying Transaction. If treasury shares are issued to finance the Qualifying Transaction, such issuance could result in a change in control of the Corporation and may cause the shareholders’ interest in the Corporation to be further diluted. See “Risk Factors”.

00509720-15

{

Criteria for Qualifying Transaction

All potential Qualifying Transactions will initially be screened by management of the Corporation so as to evaluate the business plan of each corporation or business, which evaluation will include an analysis of the assets, the line of services or products offered, the extent of the competition in the marketplace, the market potential of the product lines or services, the market plan, existing and remaining management, production plans, financial plans and cash-flow projections and capital requirements. Similar criteria will be employed in the evaluation of other assets.

Upon the favourable completion of management’s analysis, management will proceed to negotiate appropriate acquisition terms with those prospective corporations, businesses or the owners of other assets and thereafter will present the proposal to the board of directors for its consideration and approval.

The board of directors of the Corporation, in considering whether to approve the terms of the proposed acquisition, will be guided by the following criteria:

(a) the projected rate of return on the proposed investment having regard to the risk of loss;
(b) the prospects for growth, having regard to existing or potential market share;
(c) the skill of the management team, either as it exists or as it may be modified as a consequence of the acquisition; and
(d) basic financial considerations such as the ratio of debt to equity of the target business, the overall cost of the acquisition, and the prospects of obtaining the debt or equity financing necessary to effect the acquisition.

Any proposed Qualifying Transaction must be approved by the Corporation’s Board of Directors. In exercising their powers and discharging their duties in relation to proposed Qualifying Transaction, the directors will act honestly and in good faith with a view to the best interests of the Corporation and will exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

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

Upon the Corporation reaching an Agreement in Principle, the Corporation must issue a comprehensive news release, at which time the Exchange generally will halt trading in the Common Shares until the filing requirements of the Exchange have been satisfied as set forth under “Trading Halts, Suspensions and Delisting”. Within 75 days after issuance of such news release, the Corporation shall be required to submit for review to the Exchange either an information circular that complies with applicable corporate and securities laws or a filing statement that complies with Exchange requirements. An information circular must be submitted where there is a Non-Arm’s Length Qualifying Transaction. A filing statement must be submitted where the Qualifying Transaction is not a Non-Arm’s Length Qualifying Transaction. The information circular or filing statement, as applicable, must contain prospectus level disclosure of the Target Company and the Corporation, assuming Completion of the Qualifying Transaction, and be prepared in accordance with the CPC Policy and Form 3B1/Form 3B2. Upon acceptance by the Exchange, the Corporation must then either:

(a) file the filing statement on SEDAR at least seven business days prior to closing of the Qualifying Transaction, and issue a news release which discloses the scheduled closing date for the Qualifying Transaction as well as the fact that the filing statement is available on SEDAR; or
(b) mail the information circular and related proxy material to its shareholders in order to obtain the Majority of the Minority Approval of the Qualifying Transaction or other requisite approval, at a meeting of shareholders.

Unless waived by the Exchange, the Corporation will also be required to retain a Sponsor, who must be a Member of the Exchange, and who will be required to submit to the Exchange a Sponsor Report prepared in accordance with the

00509720-15

{

Policies of the Exchange. The Corporation will no longer be considered to be a CPC upon the Exchange having issued the Final Exchange Bulletin. The Exchange will generally not issue the Final Exchange Bulletin until the Exchange has received:

(a) in the case of a Non-Arm’s Length Qualifying Transaction, confirmation of Majority of Minority Approval of the Qualifying Transaction;
(b) confirmation of closing of the Qualifying Transaction; and
(c) all post-meeting or final documentation, as applicable, otherwise required to be filed with the Exchange pursuant to the CPC Policy.

Upon issuance of the Final Exchange Bulletin, the CPC Policy will generally cease to apply, with the exception of the escrow provisions of the CPC Policy and the restrictions in the CPC Policy precluding the Corporation from completing a reverse take-over for a period of one year from the Completion of the Qualifying Transaction.

Initial Listing Requirements

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

Trading Halts, Suspension and Delisting

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

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

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

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

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

Refusal of Qualifying Transaction

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

00509720-15

{

(a) the Resulting Issuer fails to satisfy the applicable initial listing requirements of the Exchange;
(b) the aggregate number of securities of the Resulting Issuer owned, directly or indirectly, by:
(i) a Member firm of the Exchange;
(ii) registrants, unregistered corporate finance professionals, employee shareholders and partners of such Member firm; and
(iii) associates of any such person, collectively, would exceed 20% of the issued and outstanding securities of the Resulting Issuer;
(c) the Resulting Issuer will be a financial institution, finance company, finance issuer or mutual fund, as defined in applicable securities legislation;
(d) the majority of the directors and senior officers of the Resulting Issuer are not residents of Canada or the United States or are individuals who have not demonstrated positive association as directors or officers with public Companies that are subject to a regulatory regime comparable to the Companies listed on a Canadian exchange; or
(e) notwithstanding the definition of a Qualifying Transaction, there is any other reason for denying acceptance of the Qualifying Transaction.

USE OF PROCEEDS

Proceeds and Principal Purposes

The aggregate gross proceeds received by the Corporation from the sale of Common Shares prior to the Offering is $1,000,000. The expenses and costs of the prior sales of Common Shares are $1,000. The aggregate gross proceeds expected to be received by the Corporation from the sale of the Common Shares offered by this prospectus assuming the Minimum Offering is subscribed for will be $2,000,000 and assuming the Maximum Offering is subscribed for will be $5,000,000. The costs of this issue are estimated at $320,195 assuming the Minimum Offering is subscribed for, and $620,195 assuming the Maximum Offering is subscribed for, inclusive of taxes and disbursements (of which approximately $58,820 has been incurred to date). Accordingly, the estimated funds to be available to the Corporation will be $2,678,805 assuming the Minimum Offering is subscribed for and $5,378,805 assuming the Maximum Offering is subscribed for.

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

Cash proceeds raised prior to this Offering(1) Expenses and costs relating to raising the cash proceeds raised prior to this Offering Cash proceeds to be raised pursuant to this Offering(2)	Minimum Offering Maximum Offering
	$1,000,000 $1,000,000 ($1,000) ($1,000) $2,000,000 $5,000,000

00509720-15

{

Estimated expenses and costs relating to the Offering: Agents' commission Agents' corporate work fee Agents' legal fees & expenses Corporation’s legal fees Corporation’s audit fees and expenses Listing and filing fees Estimated funds available (on completion of the Offering)	Minimum Offering	Maximum Offering
	($200,000) ($11,300) ($15,000) ($39,550) ($19,345) ($35,000) $2,678,805	($500,000) ($11,300) ($15,000) ($39,550) (19,345) ($35,000) $5,378,805

Funds available for identifying and evaluating assets or business prospects(3) Estimated general and administrative expenses until Completion of a Qualifying Transaction Total Net Proceeds	$2,678,805 $70,000 $2,608,805	$5,378,805 $70,000
		$5,308,805

Notes:

(1) See “Prior Sales”.

(2) In the event that the Agents exercises the Agents' Warrant, the directors and officers exercise their options, or an Eligible Charitable Organization exercises its CPC Stock Options there will be available to the Corporation an additional amount of $540,000 assuming the Minimum Offering is subscribed for and $1,170,000 assuming the Maximum Offering is subscribed for, which amount will be added to the working capital of the Corporation. See “Plan of Distribution”. There is no assurance that any of these options will be exercised.

(3) In the event that the Corporation enters into an Agreement in Principle prior to spending the entire net proceeds, being $2,678,805 if the Minimum Offering is sold, and $5,378,805 if the Maximum Offering is sold, on identifying and evaluating assets or businesses, the remaining funds may be used to finance or partially finance the acquisition of Significant Assets or for working capital after Completion of the Qualifying Transaction.

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

The proceeds of this Offering and any prior sale of Common Shares, after deducting the costs of this Offering, will only be sufficient to identify a limited number of opportunities. Additional funds may be required to finance any acquisition to which the Corporation may commit. See “Business of the Corporation”, “Method of Financing Acquisition or Participation Opportunities” and “Risk Factors”.

Permitted Use of Funds

Until the Completion of the Qualifying Transaction and except as otherwise specifically provided by the CPC Policy and described in “Restrictions on Use of Proceeds”, “Private Placements for Cash,” and “Prohibited Payments to NonArm’s Length Parties”, the aggregate gross proceeds realized from the sale of all securities issued by the Corporation will be used by the Corporation only to identify and evaluate businesses or assets and obtain shareholder approval for a proposed Qualifying Transaction, including expenses such as:.

(a) reasonable expenses relating to the Corporation’s IPO, including:

00509720-15

{

(i) fees for legal services and audit services relating to the preparation and filing of this prospectus;
(ii) Agent’s fees, costs and commissions; and
(iii) printing costs, including printing of this prospectus and share certificates;
(b) reasonable general and administrative expenses of the Corporation (not exceeding in aggregate $3,000 per month), including:
(i) office supplies, office rent and related utilities;
(ii) equipment leases;
(iii) fees for legal services; and
(iv) fees for accounting and advisory services;
(c) reasonable expenses relating to a proposed Qualifying Transaction, including:
(i) valuations or appraisals;
(ii) business plans;
(iii) feasibility studies and technical assessments;
(i) sponsorship reports;
(ii) Geological Reports;
(iii) financial statements;
(iv) fees for legal services; and
(v) fees for accounting, assurance and audit services;
(d) agents’ and finders’ fees, costs and commissions;
(e) assurance and audit fees of the Corporation;
(f) escrow agent and transfer agent fees of the Corporation; and
(g) regulatory filing fees of the Corporation.

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

Private Placements for Cash

After the closing of the Offering and until the Completion of the Qualifying Transaction, the Corporation will not issue any securities unless written acceptance of the Exchange is obtained before issuance. Prior to the Completion of the Qualifying Transaction, the Exchange generally will not accept a private placement by the Corporation where the

00509720-15

{

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

Prohibited Payments to Non-Arm’s Length Parties

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

(a) remuneration, which includes but is not limited to salaries, consulting fees, management contract fees or directors’ fees, finders’ fees, loans, advances and bonuses, and
(b) deposits and similar payments.

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

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

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

Finder’s Fees

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

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

00509720-15

{

PLAN OF DISTRIBUTION

The Agents and the Agents' Compensation

Pursuant to the Agency Agreement, the Corporation has appointed the Agents as agents to offer for sale on a bestefforts basis to the public in the Applicable Jurisdictions, a minimum of 10,000,000 Common Shares and a maximum of 25,000,000 Common Shares as provided in this prospectus at $0.20 per Common Share for minimum aggregate gross proceeds of $2,000,000 and maximum aggregate gross proceeds of $5,000,000, 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, a $10,000 corporate work fee, and reimbursement of its expenses and legal fees incurred pursuant to this Offering, which is estimated to be at $15,000, plus disbursements and taxes. The Corporation will grant to the Agent and its sub-agents, if any, at the closing of the Offering the Agents' Warrant to acquire Common Shares in number equal to 10% of the number of Common Shares sold under the Offering, being 1,000,000 Common Shares under the Minimum Offering and 2,500,000 Common Shares under the Maximum Offering, at $0.20 per share for a 60 month period following the date of listing of the Common Shares on the Exchange. The Agents' Warrant is qualified under this prospectus. Pursuant to the CPC Policy, where the Agent receives an option or the right to subscribe for a certain number of shares as consideration for acting as Agent, 50% of the options exercised or 50% of the shares held pursuant to that right may be sold prior to Completion of the Qualifying Transaction. The remaining 50% may only be sold after Completion of the Qualifying Transaction.

This prospectus qualifies the distribution of a minimum of 10,000,000 Common Shares and a maximum of 25,000,000 Common Shares, the issuance of options to purchase a number of Common Shares equal to 10% of the number of Common Shares issued and outstanding upon completion of the Offering to be granted to officers and directors of the Corporation, and the Agents' Warrant. See “Options to Purchase Securities”. The Issuer also plans to grant CPC Stock Options to purchase Common Shares to Eligible Charitable Organizations (being 200,000 Common Shares under the Minimum Offering and 350,000 Common Shares under the Maximum Offering) in accordance with the policies of the Exchange which CPC Stock Options are qualified for distribution under this prospectus. The Eligible Charitable Organizations chosen are as follows: Let’s Talk Science (Charitable registration number: 88540 0846 RR0001) and Freeing the Human Spirit (Charitable registration number: 896568417 RR0001).

Best-Efforts Offering and Minimum Distribution

The Agent has agreed to use its best-efforts to secure subscriptions for the Common Shares offered hereunder on behalf of the Corporation and may make co-brokerage arrangements with other investment dealers at no additional cost to the Corporation but is not obligated to do so. The obligations of the Agent under the Agency Agreement may be terminated at its discretion on the basis of its assessment of the state of financial markets or upon the occurrence of certain events stated in the Agency Agreement.

Pursuant to the Agency Agreement, the Corporation has also granted the Lead Agent a right of first refusal to participate as lead agent and sole bookrunner in any equity or debt financing that the Corporation may undertake, and to serve as the Corporation’s Sponsor with respect to any potential Qualifying Transaction by the Corporation for a period ending 24 months from the date of the closing of the Offering.

Total Subscription

The total Offering is a minimum of 10,000,000 Common Shares and a maximum of 25,000,000 Common Shares for minimum aggregate gross proceeds of $2,000,000 and maximum aggregate gross proceeds of $5,000,000.

Under the CPC Policy, 75% of the total Common Shares offered under this prospectus (or 7,500,000 Common Shares assuming the Minimum Offering, and 18,750,000 Common Shares assuming the Maximum Offering) are subject to the following limits:

(a) the maximum number of Common Shares that may be directly or indirectly purchased by any one purchaser pursuant to the Offering is 2% of the total Common Shares offered under this prospectus

00509720-15

{

(or 200,000 Common Shares assuming the Minimum Offering, and 500,000 Common Shares assuming the Maximum Offering); and

(b) the maximum number of Common Shares that may be directly or indirectly purchased by any one purchaser, together with that purchaser’s Associates and Affiliates, is 4% of the total Common Shares offered under this prospectus (or 400,000 Common Shares assuming the Minimum Offering, and 1,000,000 Common Shares assuming the Maximum Offering).

The funds received from the Offering will be deposited with the Agents, and will not be released until the full amount of the Minimum Offering proceeds has been deposited. The Minimum Offering must be raised within 90 days of the date a final receipt for this prospectus is issued, or such other time as may be permitted by applicable securities legislation and consented to by the Agents and persons or companies who subscribed within that period, failing which the Agents will remit the funds collected to the original subscribers without interest or deduction, unless subscribers have otherwise instructed the Agents.

Other Securities to be Distributed

The Corporation also proposes to grant options to purchase a number of Common Shares equal to 10% of the number of Common Shares issued and outstanding upon completion of the Offering, being 2,000,000 Common Shares under the Minimum Offering and 3,500,000 Common Shares under the Maximum Offering, to directors and officers in accordance with the policies of the Exchange, and the Common Shares to be issued upon exercise of options are qualified for distribution under this prospectus. The Issuer also plans to grant CPC Stock Options to purchase Common Shares to Eligible Charitable Organizations (being 200,000 Common Shares under the Minimum Offering and 350,000 Common Shares under the Maximum Offering) in accordance with the policies of the Exchange which CPC Stock Options are qualified for distribution under this prospectus.

Determination of Price

The offering price of the Common Shares was determined by negotiation between the Corporation and the Agents.

Listing Application

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

Subscription by and Restrictions on the Agent

The Agents have advised the Corporation that to the best of their knowledge and belief, no directors, officers, employees or contractors of the Agents or any Associate or Affiliate of the foregoing have subscribed for Common Shares.

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

Until Completion of the Qualifying Transaction, the aggregate number of Common Shares owned directly or indirectly by the Aggregate Pro Group cannot exceed 20% of the total and outstanding Common Shares exclusive of Common Shares reserved for issuance at a future date. The Exchange will require that any securities issued to the Pro Group in connection with or in contemplation of the Qualifying Transaction will be required to be subject to a four month

00509720-15

{

Exchange hold period and the securities certificate(s) legended accordingly, as prescribed by Exchange Policy 3.2 “Filing Requirements and Continuous Disclosure”.

Restrictions on Trading

Other than the initial distribution of the Common Shares pursuant to this prospectus, the grant of the Agents' Warrant,the grant of options to the officers and directors of the Corporation and the grant of CPC Stock Options to Eligible Charitable Organizations, no securities of the Corporation will be permitted to be issued during the period between the date a receipt for the preliminary prospectus is issued by the Applicable Securities Commissions and the time the Common Shares are listed for trading on the Exchange, except subject to prior acceptance of the Exchange, where appropriate registration and prospectus exemptions are available under securities legislation or where the applicable securities regulatory authorities grant a discretionary order.

DESCRIPTION OF THE SECURITIES DISTRIBUTED

The Corporation is authorized to issue an unlimited number of Common Shares of which, as at the date of this prospectus, 10,000,000 Common Shares are issued and outstanding as fully paid and non-assessable Common Shares. A minimum of 10,000,000 Common Shares and a maximum of 25,000,000 Common Shares are being qualified for distribution under this prospectus. In addition, pursuant to the Agents' Warrant, the number of Common Shares equal to 10% of the Common Shares issued pursuant to this Offering, being a minimum of 10,000,000 Common Shares and a maximum of 25,000,000 Common Shares, will be reserved for issuance. Common Shares will also be reserved for issuance under options to be granted to directors and officers upon closing of the Offering. The Issuer also intends to grant CPC Stock Options to purchase Common Shares to Eligible Charitable Organizations (being 200,000 Common Shares under the Minimum Offering and 350,000 Common Shares under the Maximum Offering). The total number of options being granted to directors and officers shall not exceed 10% of the issued and outstanding Common Shares following completion of the Offering, being a minimum of 2,000,000 Common Shares and a maximum of 3,500,000 Common Shares. See “Plan of Distribution” and “Options to Purchase Securities”.

Common Shares

The holders of the Common Shares are entitled to dividends, if, as and when declared by the Board of Directors, to one vote per share at meetings of the shareholders of the Corporation and, upon liquidation, dissolution or windingup of the Corporation to receive such assets of the Corporation as are distributable to the holders of the Common Shares. All of the Common Shares to be outstanding on completion of this Offering will be fully paid and nonassessable.

CAPITALIZATION

Capital Common Shares	Amount Authorized Unlimited	Amount outstanding as of the date of the most recent balance sheet contained in this prospectus(1) $1,000,000 (10,000,000 Common Shares)	Amount outstanding as at November 23, 2021 $1,000,000 (10,000,000 Common Shares)	Amount to be outstanding upon completion of the Minimum Offering (2)(3)(4) $3,000,000 (20,000,000 Common Shares)	Amount to be outstanding upon completion of the Maximum Offering (5)(6)(7)
					$6,000,000 (35,000,000 Common Shares)

Notes:

(1) At this date, the Corporation had not commenced commercial operations.

(2) Excluding up to 2,000,000 Common Shares issuable at $0.10 and 0.20 per share, expiring 10 years from the date of being granted, pursuant to stock options to be granted to directors and officers of the Corporation and pursuant to CPC Stock Options proposed to be granted to an Eligible Charitable Organization.

(3) Excluding 1,000,000 Common Shares issuable at $0.20 per share, expiring 60 months from the date of listing of the Common Shares on the Exchange, pursuant to the Agents' Warrant. See “Plan of Distribution”.

00509720-15

{

(4) Funds estimated to be available on completion of the Offering amount to $2,678,805 after giving effect to the Minimum Offering and deducting the selling commissions and related expenses incurred by the Corporation. See “Use of Proceeds – Proceeds and Principal Purposes”.
(5) Excluding up to 3,500,000 Common Shares issuable at $0.10 and $0.20 per share, expiring 10 years from the date of being granted, pursuant to stock options to be granted to directors and officers of the Corporation and pursuant to CPC Stock Options proposed to be granted to an Eligible Charitable Organization
(6) Excluding 2,500,000 Common Shares issuable at $0.20 per share, expiring 60 months from the date of listing of the Common Shares on the Exchange, pursuant to the Agents' Warrant. See “Plan of Distribution”.
(7) Funds estimated to be available on completion of the Offering amount to $5,378,805 after giving effect to the Maximum Offering and deducting the selling commissions and related expenses incurred by the Corporation. See “Use of Proceeds – Proceeds and Principal Purposes”

OPTIONS TO PURCHASE SECURITIES

The Corporation has established a stock option plan for its officers, directors, consultants, and employees to which the Corporation may grant options to acquire a maximum number of Common Shares equal to 10% of the total issued and outstanding Common Shares of the Corporation. 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.

Upon closing of the Offering, the Corporation proposes to enter into stock option agreements pursuant to the Stock Option Plan as follows:

Name	Number of	Number of	Exercise Price	Expiry Date
	Shares Under	Shares Under	per Share
	Option if	Option if
	Minimum	Maximum
	Offering is	Offering is
	Subscribed	Subscribed
William Ollerhead	280,000	280,000	$0.10	Ten years from
				date of grant
Grant McCutcheon	240,000	240,000	$0.10	Ten years from
				date of grant
Jack Schoenmakers	240,000	240,000	$0.10	Ten years from
				date of grant
Fraser Elliott	240,000	240,000	$0.10	Ten years from
				date of grant
William Ollerhead	280,000	700,000	$0.20	Ten years from
				date of grant
Grant McCutcheon	240,000	600,000	$0.20	Ten years from
				date of grant
Jack Schoenmakers	240,000	600,000	$0.20	Ten years from
				date of grant
Fraser Elliott	240,000	600,000	$0.20	Ten years from
				date of grant

00509720-15

{

Let’s Talk Science	100,000	175,000	$0.20	Ten years from
(Charitable				date of grant
registration number:
88540 0846 RR0001)
Freeing the Human	100,000	175,000	$0.20	Ten years from
Spirit (Charitable				date of grant
registration number:
896568417 RR0001)
Total	2,200,000	3,850,000

Stock Option Terms

The Board of Directors of the Corporation may, from time to time, in its discretion, and in accordance with the requirements of the Exchange, grant to officers, directors, and technical consultants to the Corporation, nontransferable options to purchase Common Shares, provided that the number of Common Shares reserved for issuance will not exceed 10 % of the issued and outstanding Common Shares exercisable for a period of up to 10 years from the date of grant. The number of Common Shares reserved for issuance to any individual director or officer will not exceed 5% of the issued and outstanding Common Shares and the number of Common Shares reserved for issuance to all technical consultants will not exceed 2% of the issued and outstanding Common Shares. 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. Options representing not more than 10% of the issued and outstanding Common Shares may be granted to Insiders within any twelve-month period. Options may be exercised within the greater of 12 months after the Completion of the Qualifying Transaction and 90 days following cessation of the optionee’s position with the Corporation, provided that if the cessation of office, directorship or technical consulting arrangement was by reason of death, the option may be exercised within a maximum period of one year after such death, subject to the expiry date of such option. Any Common Shares acquired pursuant to the exercise of options prior to the Completion of the Qualifying Transaction, must be deposited in escrow and will be subject to escrow until the Final Exchange Bulletin is issued. See “Escrowed Securities.”

The options to be granted to directors and officers to purchase a number of Common Shares equal to 10% of the number of Common Shares issued and outstanding upon completion of the Offering are qualified for distribution under this prospectus. The Issuer also plans to grant CPC Stock Options to purchase Common Shares to Eligible Charitable Organizations (being 200,000 Common Shares under the Minimum Offering and 350,000 Common Shares under the Maximum Offering) in accordance with the policies of the Exchange which CPC Stock Options are qualified for distribution under this prospectus.

00509720-15

{

PRIOR SALES

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

Date Issued September 3, 2019 May 12, 2021 July 30, 2021 Total	Number of Common Shares 50,000 900,000 9,050,000 10,000,000	Issue Price per Common Share $0.10 $0.10 $0.10	Aggregate Issue Price $5,000 $90,000 $905,000 $1,000,000	Nature of Consideration
				Cash Cash Cash

Notes:

(1) All of these Common Shares will be placed in escrow pursuant to the Escrow Agreement. See “Escrowed Securities”.

ESCROWED SECURITIES

Securities Escrowed Prior to the Completion of the Qualifying Transaction

All of the 10,000,000 Common Shares issued prior to this Offering at a price below $0.20 per Common Share, all Common Shares that have been or may be acquired by Non-Arm’s Length Parties of the Corporation either under the Offering or otherwise prior to Completion of the Qualifying Transaction and all Common Shares acquired by members of the Aggregate Pro Group prior to this Offering will be deposited with the Escrow Agent under the Escrow Agreement. As of the date hereof, 10,000,000 Common Shares will be held by the Escrow Agent pursuant to the Escrow Agreement.

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

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

The following table sets out, as at the date hereof, the number of Common Shares of the Corporation, which are held pursuant to the Escrow Agreement:

Name and Municipality of Residence of Shareholder	Number of Common Shares held in Escrow	Percentage of Common Shares prior to giving effect to the Offering	Percentage of Common Shares after giving effect to the Minimum Offering(1)	Percentage of Common Shares after giving effect to the Max Offering(1)
The Linton Family Trust (2040);	500,000	5.00%	2.50%	1.43%
Ottawa, Ontario
Darin Thompson; Toronto, Ontario	500,000	5.00%	2.50%	1.43%
Bill Hilson; Toronto, Ontario	500,000	5.00%	2.50%	1.43%
Andrew Day; Oakville, Ontario	450,000	4.50%	2.25%	1.29%
Roger Dent; Toronto, Ontario	400,000	4.00%	2.00%	1.14%

00509720-15

{

Michael McIntosh; Toronto,	400,000	4.00%	2.00%	1.14%
Ontario
Lori Fisher(5); Toronto, Ontario	400,000	4.00%	2.00%	1.14%
Michael Labiak; La Salle, Ontario	400,000	4.00%	2.00%	1.14%
Taylor MacDonald(6); Vancouver,	375,000	3.75%	1.88%	1.07%
B.C.
Rob Shewchuk; Calgary, Alberta	375,000	3.75%	1.88%	1.07%
Bob McWhirter & Deborah E.	300,000	3.00%	1.50%	0.86%
Thompson; Toronto, Ontario
Sandy Edmonstone(2);Calgary,	300,000	3.00%	1.50%	0.86%
Alberta
Dr. Robert Groh and Dr. Seonwha	300,000	3.00%	1.50%	0.86%
Chun(7); Wiarton, Ontario
Dale McCutcheon; Toronto,	300,000	3.00%	1.50%	0.86%
Ontario
David Keating; Toronto, Ontario	300,000	3.00%	1.50%	0.86%
Jacqueline Logan	250,000	2.50%	1.25%	0.71%
Keswick, Ontario
Rob Triebe; Ottawa, Ontario	250,000	2.50%	1.25%	0.71%
Craig Burrows; Calgary, Alberta	200,000	2.00%	1.00%	0.57%
Mark Binns and Kate Binns(8);	200,000	2.00%	1.00%	0.57%
Vancouver, B.C.
Derek Schoenmakers [Waterloo]	100,000	1.00%	0.50%	0.29%
Rory Ollerhead; Bradford, Ontario	100,000	1.00%	0.5%	0.29%
William Ollerhead(3); Toronto,	950,000	9.50%	4.75%	2.71%
Ontario
Grant McCutcheon; Toronto,	625,000	6.25%	3.13%	1.79%
Ontario
Jack Schoenmakers(4)	900,000	9.00%	4.50%	2.57%
Kitchener-Waterloo, Ontario
C. Fraser Elliott; Toronto, Ontario	625,000	6.25%	3.13%	1.79%
	10,000,000	100.00%	50.00%	28.57%

Notes:

(1) Assuming these shareholders do not acquire any Common Shares under the Offering.

(2) Mr. Sandy Edmonstone owns 300,000 Common Shares through Stoneco Investments Inc.

(3) Mr. Ollerhead owns 500,000 Common Shares personally, and another 450,000 Common Shares through Chunkerhead Ltd.

(4) Mr. Schoenmakers owns 900,000 Common Shares through Schoevest Investment Inc. (of which he is the sole shareholder).

(5) Ms. Lori Fisher own 400,000 shares through Stone Capital Management.

00509720-15

{

(6) Mr. Macdonald owns 375,000 shares through Caerus Management Ltd.
(7) Dr. Robert Groh and his spouse Dr. Seonwha Chun own 300,000 shares through 1985628 Ontario Inc.
(8) Mark Binns and his spouse Kate Binns own 200,000 shares through Binns Holdings Inc.

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

Under the Escrow Agreement:

(a) all Options granted prior to the date of the Final Exchange Bulletin and all Common Shares that were issued pursuant to the exercise of such Options prior to the date of the Final Exchange Bulletin will be released from escrow on the date of the Final Exchange Bulletin, other than Options that were granted prior to the Offering 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 Options which will be released from escrow in accordance with (b);
(b) except for the Options and Common Shares issued pursuant to the exercise of such Options that are released from escrow on the date of the Final Exchange Bulletin as provided for in (a), all of the securities held in escrow will be released from escrow in accordance with the following schedule:

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

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

If a Final Exchange Bulletin is not issued, the escrowed Common Shares will not be released. Under the Escrow Agreement, upon the issuance by the Exchange of a bulletin delisting the Corporation, the Transfer Agent is irrevocably authorized to:

(a) immediately cancel all of the escrowed Common Shares held by each Non-Arm’s Length Party to the Corporation that were issued at a price below the Offering price under this prospectus and all Options and common shares issued upon exercise of Share Options 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

00509720-15

{

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.

DIRECTORS, OFFICERS AND PROMOTERS

The following are the names and municipalities of residence of the directors and officers of the Corporation, their positions and offices with the Corporation, their present principal occupation, the number of Common Shares beneficially owned or over which they directly or indirectly exercise control or direction, and the percentage of Common Shares to be held by each of them prior to and on completion of the Offering:

				Percentage and	Percentage and
			Common	Number of	Number of
			Shares Held	Common	Common
			(percentage	Shares Held	Shares Held
			and number of	Upon	Upon
Name, (Age) and		Present	Common	Completion of	Completion of
Municipality of	Position or	Principal	Shares prior to	Minimum	Maximum
Residence	Office	Occupation	Offering)	Offering(2)	Offering(2)
William Ollerhead (56)	Director,	Managing	950,000	950,000	950,000
Toronto, Ontario	Chief	Director,	Common	Common	Common
	Executive	Ollerhead	Shares(3)	Shares(3)	Shares(3)
	Officer	Capital(5)	9.50%	4.75%	2.71%
Grant McCutcheon(1)(57)	Director,	Investor and	625,000	625,000	625,000
Toronto, Ontario	Chief	Corporate	Common Shares	Common Shares	Common Shares
	Financial	Finance	6.25%	3.13%	1.79%
	Officer and	Professional
	Secretary
Jack Schoenmakers(1)(64)	Director	President,	900,000	900,000	900,000
Kitchener-Waterloo,		Schoevest	Common	Common	Common
Ontario		Investment	Shares(4)	Shares(4)	Shares(4)
		Inc.	9.00%	4.50%	2.57%
C. Fraser Elliott(1)(65)	Director	President,	625,000	625,000	625,000
Toronto, Ontario		CFE Financial	Common Shares	Common Shares	Common Shares
		Inc.	6.25%	3.13%	1.79%

Notes:

(1) Member of the Audit Committee.

(2) Before the exercise of stock options by the directors and officers, the exercise of the Agents' Warrant and assuming that no Common Shares are purchased by these shareholders under this Offering. See “Plan of Distribution”.

(3) Mr. Ollerhead owns 500,000 Common Shares personally, and another 450,000 Common Shares through Chunkerhead Ltd.

(4) Mr. Schoenmakers owns 900,000 Common Shares through Schoevest Investment Inc. (of which he is the sole shareholder) (5) Ollerhead Capital is a registered business name of Chunkerhead Ltd.

In addition to any other requirements of the Exchange, the Exchange expects management of the Corporation to meet a high management standard. The directors and officers of the Corporation believe that, on a collective basis, management possesses, the appropriate experience, qualifications and history to be capable of identifying, investigating and acquiring a Significant Asset. As at the date of this prospectus, the directors and officers own 3,100,000 Common Shares representing 31.00% of the issued and outstanding Common Shares which number of Common Shares will represent 15.50% of the issued Common Shares of the Corporation upon completion of the Minimum Offering and 8.86% of the issued Common Shares of the Corporation upon completion of the Maximum Offering.

00509720-15

{

It is expected that each director will devote such time as is required to administer the business of the Corporation.

The following are brief biographies of the Directors and Officers of the Corporation:

William Ollerhead – Chief Executive Officer and Director

Mr. Ollerhead is the principal of Ollerhead Capital, a division of the private investment, management services, and corporate finance consulting company Chunkerhead Ltd., where he serves as the Managing Director. Mr. Ollerhead has over 30 years of experience in the capital markets and corporate finance field. He presently serves as a director of Graphene Manufacturing Group Ltd., (TSX-V: GMG), and as a member of its audit committee; as a director of Thermal Energy International Inc. (TSX-V: TMG), and as the chair of TMG’s audit committee; and as a director and chief executive officer of Cuspis Capital II Ltd. (TSX-V:CCII.P). Additionally, Mr. Ollerhead has served on the boards of both public and private companies, and not-for-profit organizations, in various capacities – including chairman, director, and as a member and chair of audit committees.

In 1997, Mr. Ollerhead founded Ollerhead Capital Corporation which, until its sale in December of 2009, provided corporate finance advisory services relating to the structuring and arranging of approximately $800 million worth of private debt transactions.

Prior to 1997, Mr. Ollerhead worked for an independent full-service investment dealer as a member of both its corporate finance, and fixed income sales and trading departments. Prior to that, he worked with two Canadian institutional investors, MetLife and Sun Life, latterly co-administering approximately $2 billion in private placement investments. Mr. Ollerhead began his career in capital markets in 1989, as the equity analyst for the Canadian equity portfolio of MetLife’s Canadian subsidiary. His investment and capital markets experience has provided him with exposure to, and knowledge of, a broad range of industries.

Mr. Ollerhead holds a B.A. with a concentration in Statistics from the University of Western Ontario, and an M.B.A. with a concentration in Finance from McGill University. In 2010, he completed the Directors Education Program at the Institute of Corporate Directors at University of Toronto’s Rotman School of Management. Mr. Ollerhead is 56 years old, and will devote such time as is required in connection with the management of the Corporation until completion of the Qualifying Transaction.

Grant McCutcheon – Chief Financial Officer, Secretary and Director

Mr. McCutcheon is an entrepreneurial executive with business, legal and finance expertise. His career spans over 25 years in corporate and securities law, capital markets and investment management. Mr. McCutcheon trained and practiced as a lawyer with the predecessor of Fasken LLP, a major Canadian law firm, from 1989 to 1992, and was an executive with a prominent private equity and venture capital firm with regulated investment funds from 1995 to 2008. He has worked closely with legal advisors and the regulatory framework for public companies, including as an officer of public companies. He presently serves as a director and the Chief Financial Officer of Cuspis Capital II Ltd.

Through his experience in venture capital and private equity, Mr. McCutcheon has served on numerous public and private company boards, audit and compensation committees. He has led all aspects of venture capital investing from initiating and structuring investment, partnering on investments, developing management teams and achieving “exits”.

Mr. McCutcheon has a strong and practical working knowledge of corporate governance and securities regulatory regimes having lead in the design of public company governance as well as compliance regimes for regulated investment management companies.

Mr. McCutcheon received his M.B.A from the Thunderbird School of Global Management in Phoenix, Arizona. He has been active in the community serving as a director of the Toronto Police Services’ charity “Pro Action Cops & Kids”, as president of the Jackman Institute of Child Study’s parents’ association, and as a coach and director in

00509720-15

{

community sports associations. Mr. McCutcheon is 57 years old, and will devote such time as is required in connection with the management of the Corporation until completion of the Qualifying Transaction.

Jack Schoenmakers – Director

Mr. Schoenmakers has spent the majority of his working career in the energy industry. Mr. Schoenmakers is currently President of Schoevest Investment Inc., serves on the board of Cuspis Capital II Ltd. (TSX-V:CCII.P) and has served on venture listed company boards, including Cuspis Capital Ltd. (from 2019-2021:TSX-V:CUSP.P currently trading on the TSX-V as Graphene Manufacturing Group “GMG”), Thermal Energy International Inc. (from 2012-2018; TSX-V: TMG) and Tribute Resources Inc. (from 2005-2018; TSX-V: TRB). Mr. Schoenmakers has also sat on the Boards of several private companies including Nothing But Nature (from 2005-2017) which was acquired by Greenspace Brands Inc. (TSXV: JTR) in January of 2017. Mr. Schoenmakers co-founded and acted as President of Ontario Energy Savings Corp., (traded on the TSX as “ESIF” and subsequently “JE”). Mr. Schoenmakers was previously the president of Avenue Energy, where he managed oil and natural gas assets in Ontario and Alberta, traded gas at various points in Canada, into the United States and marketed natural gas to large volume industrial customers in both countries. Mr. Schoenmakers was previously a board member of the Ontario Energy Association and past chair of the Ontario Energy Marketers Association. Mr. Schoenmakers obtained his B.A. in Economics from the University of Waterloo. Mr. Schoenmakers is 64 years old, and will devote such time as is required in connection with the management of the Corporation until completion of the Qualifying Transaction.

C. Fraser Elliott – Director

Since 1987, Mr. Elliott has been the President of CFE Financial Inc. (“ CFE ”), a private investment banking company. During the past 33 years, Mr. Elliott has provided consulting and financial services including mergers, acquisitions, and structured financings, through CFE, to a variety of businesses in both the public and private sectors where he invested and retained an ownership position (when warranted) to assist in the growth of such companies.

Mr. Elliott was chief financial officer of Tangarine Payment Solutions Corp. (“ Tangarine Corp. ”), a public company which he had listed on the TSX Venture Exchange. He arranged for the successful sale of the business in March 2009. From 1998 to 1999, he was Vice President of Finance, Chief Financial Officer and Secretary of Vital Retirement Living Inc. (“ VRL ”), also a public company he listed on the TSX Venture Exchange. He has also been a director of VRL since 1998.

In May 2009, Mr. Elliott became chairman of Gowest Gold Ltd., a publicly listed gold exploration and development company (TSX-V: GWA). He has been active in raising the profile of the business, including the completion of a dozen public financings from 2009 to 2018 that total approximately $60 million.

In between 2011 to 2013, Mr. Elliott was appointed chief financial officer of ONEnergy Inc. (TSX-V: OEG, formerly Look Communications Inc.) and Unique Broadband Systems, Inc. (NEX: KUR). He resigned his position from Unique Broadband Systems, Inc. in July 2013, and he resigned from ONEnergy Inc. in February 2014.

He currently sits on the board of Cuspis Capital II Ltd. (TSX-V:CCII.P) and is the Chief Financial Officer, Corporate Secretary and a director of Pivotal Financial Corp. (TSX-V:PIV.P). He resigned as a director of Sylogist Ltd. (TSXV:SYZ) in August 2020, where he had served as chairman of the audit committee. He has served on a variety of school and charitable organization boards during the previous 20 years. Mr. Elliott is 64 years old, and will devote such time as is required in connection with the management of the Corporation until completion of the Qualifying Transaction.

Other Reporting Issuer Experience

The following table sets out the directors, officers and promoters of the Corporation 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:

00509720-15

{

Name William Ollerhead Grant McCutcheon Jack Schoenmakers C. Fraser Elliott	Name and Jurisdiction of Reporting Issuer Thermal Energy International Inc., Ontario Graphene Manufacturing Group Ltd. Cuspis Capital II Ltd. Cuspis Capital Ltd. Cuspis Capital II Ltd. Cuspis Capital Ltd. Thermal Energy International Inc., Ontario Tribute Resources Inc., Alberta Cuspis Capital II Ltd. Cuspis Capital Ltd. Gowest Gold Ltd. Sylogist Ltd. Cuspis Capital Ltd. Cuspis Capital II Ltd. Dealnet Capital Corp.	Name of Exchange or Market TSX-V TSX-V TSX-V TSX-V TSX-V TSX-V TSX-V TSX-V TSX-V TSX-V TSX-V TSX-V TSX-V TSX-V TSX-V	Position Director Director CEO, Director CEO, Director CFO, Director Chief Financial Officer, Director Director Director Director Director Director, Executive Chairman Director Director Director Director	From Oct. 2011 April 2021 September 2019 February 2019 September 2019 February 2019 October 2012 June 2005 September 2019 February 2019 May. 2009 May 2008 February 2019 September 2019 Nov. 2014	To
					Present Present Present April 2021 Present April 2021 Nov. 2018 Mar. 2018 Present April 2021 Present Aug. 2020 April 2021 Present Apr. 2015

00509720-15

{

Name	Name and Jurisdiction of Reporting Issuer Pivotal Financial Corp.	Name of Exchange or Market TSX-V	Position CEO, Corporate Secretary, Director	From March 2021	To
					Present

Note:

(1) TSX-V means the TSX Venture Exchange.

Corporate Cease Trade Orders or Bankruptcies

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

(a) was the subject of a cease trade or similar order or, an order that denied the other issuer access to any exemptions under applicable securities legislation for a period of more than 30 consecutive days; or
(b) 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.

Grant McCutcheon was a director and Fraser Elliott was an officer of Kure Technologies, Inc., formerly Unique Broadband Systems, Inc. (“ UBS ”) which in July, 2011, commenced a Court supervised claims process under the Companies’ Creditors Arrangement Act (“ CCAA ”) to, among other things: (i) facilitate the determination and compromise or arrangement of creditor claims against UBS; (ii) permit UBS to propose a plan to realize value from UBS’ accumulated tax losses, public listing and other assets; (iii) avert an imminent liquidity crisis being caused by litigation-related expenses that will prevent UBS from continuing to carry on business for the benefit of its stakeholders and defending proceedings brought against the company by former officers and directors; (iv) stay all payables owing by UBS; and (v) provide a process to determine the claims being asserted against UBS in a more cost effective and expeditious manner. UBS successfully settled all of the claims made against it in the CCAA proceedings and on February 26, 2015, the Ontario Superior Court made an order to facilitate the Company’s’ orderly exit from the CCAA proceedings.

William Ollerhead became a director of BioExx Specialty Proteins Ltd. (“ BioExx ”) in June 2008, and resigned on July 30, 2013. More than two months after Mr. Ollerhead’s resignation, and following a change in management of BioExx, the company filed for and obtained an order from the Ontario Superior Court of Justice (Commercial Division) under the Companies’ Creditors Arrangement Act on October 1, 2013.

Fraser Elliott is a director of Vital Retirement Living Inc. (“ VRL ”), VRL is a public company formerly listed on the TSXV, which is currently the subject of a temporary cease trade order issued by each of the British Columbia, Alberta, and Ontario Securities Commissions for failure to file audited financial statements for the year ended December 31, 2002. VRL has not filed financial statements for any period subsequent to December 31, 2002 and is being wound up.

Penalties or Sanctions

No director, officer, Insider or promoter of the Corporation, or a shareholder of the Corporation holding a sufficient number of securities of the Corporation to affect materially the control of the Corporation, has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has

00509720-15

{

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

Personal Bankruptcies

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

Conflicts of Interest

There are potential conflicts of interest to which the directors, officers, insiders and promotors of the Corporation will be subject in connection with the operations of the Corporation. Some of the directors, officers, Insiders and promotors have been and will continue to be engaged in the identification and evaluation, with a view to potential acquisition of interests in businesses and corporations on their own behalf and on behalf of other corporations, and situations may arise where the directors, officers, Insiders and promotors will be in direct competition with the Corporation. Conflicts, if any, will be subject to the procedures and remedies under the Business Corporations Act (Ontario).

EXECUTIVE COMPENSATION

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

(a) remuneration, which includes but is not limited to:
(i) salaries;
(ii) consulting fees;
(iii) management contract fees or directors’ fees;
(iv) finders fees;
(v) loans, advances, bonuses; and
(b) deposits and similar payments.

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

The directors and officers of the Corporation may also be granted stock options.

No payment other than the Permitted Reimbursements will be made by the Corporation or by any party on behalf of the Corporation, after Completion of the Qualifying Transaction, if the payment relates to services rendered or obligations incurred or in connection with the Qualifying Transaction.

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

00509720-15

{

DILUTION

Assuming the Minimum Offering is subscribed for, purchasers of Common Shares under this prospectus will suffer an immediate dilution on investment of 25.00% or $0.050 per Common Share. Assuming the Maximum Offering is subscribed for, an investor will suffer an immediate dilution on investment of 14.29% or $0.029 per Common Share. Dilution has been computed on the basis of total gross proceeds to be raised under this prospectus and from sales of securities prior to filing this prospectus, without deduction of commissions or of related expenses incurred by the Corporation.

Item Gross proceeds of prior share issues Gross proceeds of this Offering Total gross proceeds after this Offering Offering price per share Proceeds per share after this Offering Dilution per share to subscriber Percentage of dilution in relation to offering price	Minimum Offering Maximum Offering $1,000,000 $1,000,000 $2,000,000 $5,000,000
	$3,000,000 $6,000,000
	$0.20 $0.20 $0.15 $0.17
	$0.050 $0.029
	25.00% 14.29%

RISK FACTORS

Prior to making a decision to invest, prospective purchasers in the Offering should consider their own position, and all of the risks of investing in the Common Shares. The following are risk factors associated with the Corporation:

(a) the Corporation was only recently incorporated, has not commenced commercial operations and has no assets other than cash. It has no history of earnings, and shall not generate earnings or pay dividends until at least after Completion of the Qualifying Transaction;
(b) investment in the Common Shares offered by this prospectus is highly speculative given the proposed nature of the Corporation’s business and its present stage of development ;
(c) the directors and officers of the Corporation will only devote a portion of their time to the business and affairs of the Corporation and some of them are or will be engaged in other projects or businesses such that conflicts of interest may arise from time to time, see “Conflicts of Interest”;
(d) assuming the Minimum Offering is subscribed for, an investor will suffer an immediate dilution on investment of approximately 25.00% or $0.050 per Common Share. Assuming the Maximum Offering is subscribed for, an investor will suffer an immediate dilution on investment of approximately 14.29% or $0.029 per Common Share, see “Dilution”;

00509720-15

{

(e) there can be no assurance that an active and liquid market for the Common Shares will develop and an investor may find it difficult to resell its Common Shares;
(f) until Completion of a Qualifying Transaction, the Corporation is not permitted to carry on any business other than the identification and evaluation of potential Qualifying Transactions;
(g) the Corporation has only limited funds with which to identify and evaluate potential Qualifying Transactions and there can be no assurance that the Corporation will be able to identify a suitable Qualifying Transaction;
(h) even if a proposed Qualifying Transaction is identified, there can be no assurance that the Corporation will be able to successfully complete the transaction;
(i) Completion of 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;
(j) unless the shareholder has the right to dissent and be paid fair value in accordance with applicable corporate or other law, a shareholder who votes against a proposed Non Arm’s Length Qualifying Transaction for which Majority of the Minority Approval by shareholders has been given, will have no rights of dissent and no entitlement to payment by the Corporation of fair value for the Common Shares;
(k) upon public announcement of a proposed Qualifying Transaction, trading in the Common Shares of the Corporation 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 Corporation will be reinstated to trading before the Exchange has reviewed the transaction and before the Sponsor has completed its full review. Reinstatement to trading provides no assurance with respect to the merits of the transaction or the likelihood of the Corporation completing the proposed Qualifying Transaction;
(l) trading in the Common Shares of the Corporation may be halted at other times for other reasons, including for failure by the Corporation to submit documents to the Exchange in the time periods required;
(m) if the Corporation does not list the Common Shares on the Exchange prior to the time of closing and does not make an election to be a “public corporation” for purposes of the ITA in the manner contemplated under “Eligibility for Investment”, adverse tax consequences will arise with respect to any Common Shares held in Registered Plans or deferred profit sharing plans (each as defined hereafter under the heading “Eligibility for Investment”);
(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 Corporation resides outside of Canada or the Corporation identifies a foreign business as a proposed Qualifying Transaction, investors may find it difficult or impossible to effect service or notice to commence legal proceedings upon any management resident outside of Canada or upon the foreign business and may find it difficult or impossible to enforce against such persons, judgments obtained in Canadian courts;
(p) the Qualifying Transaction may be financed in all or part by the issuance of additional securities by the Corporation and this may result in further dilution to the investor, which dilution may be significant and which may also result in a change of control of the Corporation;

00509720-15

{

(q) subject to prior Exchange acceptance, the Corporation may be permitted to loan or advance up to an aggregate of $250,000 of its proceeds to a target business without requiring shareholder approval and there can be no assurance that the Corporation will be able to recover that loan;
(r) the Corporation is relying solely on its past business success of its directors and officers to identify a Qualifying Transaction of merit. The success of the Corporation is dependent upon the efforts and abilities of its management team. The loss of any member of the management team could have a material adverse effect upon the business and prospects of the Corporation. In such event, the Corporation will seek satisfactory replacements but there can be no guarantee that appropriate personnel may be found; and
(s) The transmission of COVID-19 and efforts to contain its spread have recently resulted in international, national and local border closings, travel restrictions, significant disruptions to business operations, supply chains and customer activity and demand, service cancellations, reductions and other changes, and quarantines, as well as considerable general concern and uncertainty. The impacts of the COVID-19 crisis that may have an effect on the Corporation and its ability to identify and complete a Qualifying Transaction are unknown at this time but could result in material adverse consequences to the Corporation, including delays in completing a Qualifying Transaction, which could in turn require the Corporation to obtain additional financing by issuing shares from treasury, creating dilution for existing shareholders.

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

See “Business of the Corporation”, “Method of Financing Acquisition or Participation Opportunities” and “Directors and Officers”.

LEGAL PROCEEDINGS

There are no actual or, to the knowledge of the Corporation, pending legal proceedings to which the Corporation is or is likely to be a party or of which any of its assets are likely to be subject.

RELATIONSHIP BETWEEN THE CORPORATION AND THE AGENT

The Agent for the Offering is iA Private Wealth Inc. Legal counsel to the Agent is DS Burstall LLP.

The Corporation is not a “related issuer” or “connected issuer” of the Agent as such terms are defined in National Instrument 33-105 - Underwriting Conflicts. The employees, officers and directors of the Agent do not own any Common Shares.

RELATIONSHIP BETWEEN THE CORPORATION AND PROFESSIONAL PERSONS

Certain legal matters relating to the Offering will be passed upon by Chitiz Pathak LLP on behalf of the Corporation. As of the date of this Prospectus, partners and associates of Chitiz Pathak LLP do not own, directly or indirectly, any Common Shares.

As of the date hereof, the partners and associates of DLA Piper (Canada) LLP, tax counsel to the Corporation, do not own, directly or indirectly, any Common Shares.

McGovern Hurley LLP, auditors of the Corporation, are independent of the Corporation within the meaning of the Code of Professional Conduct of the Chartered Professional Accountants of Ontario.

As of the date hereof, partners and associates of DS Burstall LLP do not own, directly or indirectly, any Common Shares.

00509720-15

{

AUDITORS, TRANSFER AGENT AND REGISTRAR

The auditor of the Corporation is McGovern Hurley LLP, 251 Consumers Road, Suite 800, Toronto, ON M2J 4R3.

The Transfer Agent and Registrar for the Common Shares of the Corporation is TSX Trust Company at its Toronto offices located at located at 301 – 100 Adelaide St W Toronto, ON M5H 4H1.

MATERIAL CONTRACTS

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

(a) The Agency Agreement. See “Plan of Distribution”.
(b) The Transfer Agency and Registrar Agreement dated ●, 2021 between the Corporation and the Registrar and Transfer Agent.
(c) The Escrow Agreement. See “Escrowed Securities”. (d) The Stock Option Plan. See “Options to Purchase Securities”.

Copies of these agreements will be available for inspection at the registered office of the Corporation at 77 King Street West TD North Tower Suite 700, P.O. Box 118. Toronto, Ontario M5K 1G8 and at the office of the Commission during ordinary business hours while the securities offered by this prospectus are in the course of distribution and for a period of 30 days thereafter.

DIVIDEND POLICY

No dividends have been paid on any shares of the Corporation since the date of its incorporation, and it is not contemplated that any dividends will be paid in the immediate or foreseeable future.

INDEBTEDNESS OF DIRECTORS, OFFICERS, PROMOTERS AND OTHERS

No director, officer, or promoter or other member of management of the Corporation, or any Associate or Affiliate of any such person, is or has been indebted to the Corporation.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

The officers, directors and promoter have all acquired Seed Shares and an aggregate number of Common Shares equal to 10% of the number of Common Shares issued and outstanding upon completion of the Offering will be reserved for stock options to be granted to them. See “Options to Purchase Securities”.

ELIGIBILITY FOR INVESTMENT

In the opinion of DLA Piper (Canada) LLP, tax counsel for the Corporation, based on the current provisions of the Income Tax Act (Canada) (the “ Tax Act ”), the regulations thereunder in force as of the date hereof (the “ Regulations ”), and all amendments to the Tax Act and Regulations publicly announced by or on behalf of the Minister of Finance (Canada) as of the date hereof, provided that the Common Shares are listed on a “designated stock exchange” (as defined in the Tax Act) (which currently includes the Exchange), the Common Shares will be qualified investments for trusts governed by registered retirement savings plans, registered retirement income funds, registered education savings plans, registered disability savings plans, tax-free savings accounts (each a “ Registered Plan ”), and deferred profit sharing plans.

The Common Shares are not currently listed on a designated stock exchange. The Corporation has applied to list the Common Shares on the Exchange after the close of trading on the day before Closing of the Offering. The Corporation must rely on the Exchange to list the Common Shares on the Exchange and have them posted for trading prior to the issuance of the Common Shares on the Closing of the Offering and to otherwise proceed in such manner as may be

00509720-15

{

required to result in the Common Shares being listed on the Exchange at the time of their issuance on Closing. If the Common Shares are not listed on the Exchange at the time of their issuance on Closing of the Offering, the Common Shares will not be qualified investments for Registered Plans and deferred profit sharing plans at that time.

Notwithstanding that the Common Shares may be a qualified investment for a trust governed by a Registered Plan, the holder, annuitant or subscriber of a Registered Plan (as applicable) will be subject to a penalty tax on the Common Shares held in the Registered Plan, if such shares are a “prohibited investment” for the purposes of the Tax Act. The Common Shares will not be prohibited investments for a Registered Plan provided the holder, annuitant or subscriber thereof (as applicable) deals at arm’s length with the Corporation for the purposes of the Tax Act, and does not have a “significant interest” (as defined in the Tax Act) in the Corporation. In addition, the Common Shares will not be a “prohibited investment” for a Registered Plan if the Common Shares are “excluded property” (as defined in the Tax Act). Holders should consult their own advisors as to whether the Common Shares will be a prohibited investment in their particular circumstances.

OTHER MATERIAL FACTS

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

PURCHASER’S STATUTORY RIGHTS OF WITHDRAWAL AND RECESSION

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

00509720-15

{

Cuspis Capital III Ltd.

(A Capital Pool Company) Financial Statements

00509720-15

{

Financial Statements of

CUSPIS CAPITAL III LTD.

For the year ended December 31, 2020 and from the date of incorporation (September 3, 2019) to December 31, 2019

Independent Auditor’s Report

To the Shareholders of Cuspis Capital III Ltd.

Opinion

We have audited the financial statements of Cuspis Capital III Ltd. (the “Company”), which comprise the statements of financial position as at December 31, 2020 and 2019, and the statements of loss and comprehensive loss, statements of changes in shareholder’s equity and statements of cash flows for the year ended December 31, 2020 and the period from incorporation (September 3, 2019) to December 31, 2019, 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, 2020 and 2019 and its financial performance and its cash flows for the periods then ended in accordance with International Financial Reporting Standards (“IFRS”).

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. We have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Responsibilities of management and those charged with governance for the financial statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS, 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 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Page 1

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgement 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 risks 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.

McGovern Hurley LLP

DRAFT

Chartered Professional Accountants Licensed Public Accountants

Toronto, Ontario • , 2021

Page 2

CUSPIS CAPITAL III LTD.

Statements of Financial Position

(In Canadian dollars)

As at December 31,

	Note		2020		2019
Assets
Current assets
Funds held in trust	11	$	5,000	$	5,000
Deferred financing costs	5		5,408		-
Total assets		$	10,408	$	5,000
Liabilities and Shareholder’s (Deficiency)	Equity
Current liabilities
Accountspayable and accrued liabilities	6	$	10,587	$	1,733
Total current liabilities			10,587		1,733
Shareholder’s (deficiency) equity
Share capital	4		4,831		4,831
Deficit			(5,010)		(1,564)
Total shareholder’s (deficiency) equity			(179)		3,267
Total liabilities and shareholder’s(deficiency)equity		$	10,408	$	5,000
Nature of operations and going concern	1
Subsequent events	11

Approved by the Board of Directors:

(Signed) “William Ollerhead” (Signed) “Grant McCutcheon” Director and Chief Executive Officer Director and Chief Financial Officer

The accompanying notes are an integral part of these financial statements. - 1 -

CUSPIS CAPITAL III LTD.

Statements of Loss and Comprehensive Loss

(In Canadian dollars)

For the

			Period from	Period from
			incorporation
		Year ended	(September	3, 2019)
		December 31,	to December 31,
	Note	2020		2019
Expenses
Professional fees		$ 3,446	$	1,553
Filing costs		-		11
Net loss and comprehensive loss for the period		$ (3,446)	$	(1,564)
Loss per share
Basic and diluted	4	$(0.07)	$	(0.03)
Weighted average number of shares outstanding(1)
Basic and diluted	4	50,000		50,000

The accompanying notes are an integral part of these financial statements. - 2 -

CUSPIS CAPITAL III LTD.

Statements of Changes in Shareholder’s (Deficiency) Equity

(In Canadian dollars)

				Total
				shareholder’s
	Shares	Share		equity
	issued	Capital	Deficit	(deficiency)
	#	$	$	$
Opening balance as at September 3, 2019	-	-	-	-
Common shares issued for cash	50,000	5,000	-	5,000
Share issuance costs	-	(169)	-	(169)
Net loss for the period	-	-	(1,564)	(1,564)
Balance as at December 31, 2019	50,000	4,831	(1,564)	3,267
Net loss for the year	-	-	(3,446)	(3,446)
Balance as at December 31, 2020	50,000	4,831	(5,010)	(179)

The accompanying notes are an integral part of these financial statements. - 3 -

CUSPIS CAPITAL III LTD.

Statements of Cash Flows

(In Canadian dollars)

For the

			Period from	Period from
			incorporation
		Year ended	(September 3, 2019)
		December 31,	to December 31,
	Note	2020		2019
Cash flows from operating activities
Net loss for the period		$ (3,446)	$	(1,564)
Change in non-cash operating assets and liabilities
Accounts payable and accrued liabilities		3,446		1,564
Cash provided by operating activities		-		-
Financing activities
Share capital	4	-		5,000
Cash provided by financing activities		-		5,000
Increase in cash		-		5,000
Cash, beginning of period		5,000		-
Cash, end of period		$ 5,000	$	5,000
Supplemental information
Change in accrued deferred financing costs		$ 5,408	$	-

The accompanying notes are an integral part of these financial statements. - 4 -

(In Canadian dollars) For the periods ended December 31, 2020 and 2019

CUSPIS CAPITAL III LTD. Notes to the Financial Statements

1. Nature of operations and going concern

Cuspis Capital III Ltd. (the “Company” or “Cuspis II”) was incorporated September 3, 2019 pursuant to the provisions of the Business Corporations Act (Ontario).

The Company intends to carry on business as a Capital Pool Corporation (“CPC”), as such term is defined in TSX Venture Exchange Inc. (the “Exchange”) Policy 2.4 – Capital Pool Companies (“CPC Policy 2.4”). As at December 31, 2020, the Company had no business operations and did not enter into any agreements to acquire an interest in businesses or assets. The Company’s principal purpose is the identification, evaluation and acquisition of assets, properties or businesses or participation therein subject, in certain cases, to shareholder approval and acceptance by the Exchange. The Company’s registered head office is located at 77 King Street West, Suite 700, Toronto, Ontario, Canada M5K 1G8.

The Company intends to complete an initial public offering (the “Offering”) subsequent to December 31, 2020 (note 11). The gross proceeds raised from the Offering may only be used to identify and evaluate assets or businesses and obtain shareholder approval for a proposed “Qualifying Transaction” as such term is defined in Exchange CPC Policy 2.4 (“Transaction Expenses”), with the exception that general and administrative expenses are capped at $3,000 per month, including for professional accounting, advisory, and legal services expenses, and are not time limited.

Where a Qualifying Transaction 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.

Novel Coronavirus (“COVID-19”)

The Company’s operations could be significantly adversely affected by the effects of a widespread global outbreak of a respiratory illness caused by COVID-19. The Company cannot accurately predict the impact COVID-19 will have on its operations and the ability of others to meet their obligations with the Company, including uncertainties relating to the duration of the outbreak and the length of travel and quarantine restrictions imposed by governments of affected countries. In addition, the health crisis could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could further affect the Company’s operations and ability to finance its operations and complete a future Qualifying Transaction.

CUSPIS CAPITAL III LTD.

Notes to the Financial Statements

(In Canadian dollars) For the periods ended December 31, 2020 and 2019

1. Nature of operations and going concern (continued)

Going concern

These financial statements were prepared on a going-concern basis of accounting, which assumes that the Company will continue operations for the foreseeable future and be able to realize the carrying value of its assets and discharge its liabilities and commitments in the normal course of business. The Company does not generate revenue from operations and incurred a net loss of $3,446 for the period ended December 31, 2020 (December 31, 2019 - $1,564). However, the Company believes that its working capital balance as at December 31, 2020, along with the private placement that closed subsequent to December 31, 2020 (note 11) will provide the Company with sufficient cash resources to meet its obligations for at least twelve months from the end of the reporting period. As the Company has no revenues, its ability to continue as a going concern is dependent on its ability to obtain additional financing and complete a Qualifying Transaction. These financial statements do not reflect adjustments that would be necessary if the going concern assumption was not appropriate. These adjustments could be material.

2. Basis of presentation

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 of the IFRS Interpretations Committee (“IFRIC”).

Basis of measurement

These financial statements have been prepared on a historical cost basis and on an accrual basis except for cash flow information. The financial statements are presented in Canadian dollars, which is the Company’s functional currency.

These financial statements were authorized for issue by the Board of Directors on November ⚫, 2021.

3. Summary of significant accounting policies

Cash and cash equivalents

Cash equivalents consist of deposits with maturities of three months or less. Cash subject to restrictions that prevent its use for current purposes is included in restricted cash.

Deferred financing costs

Financing costs related to the Company’s proposed financing will be recorded as deferred financing costs. These costs will be deferred until the 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 profit or loss.

CUSPIS CAPITAL III LTD. Notes to the Financial Statements

(In Canadian dollars) For the periods ended December 31, 2020 and 2019

3. Summary of significant accounting policies (continued)

Financial instruments

Financial assets

Initial recognition and measurement

Non-derivative financial assets within the scope of IFRS 9 are classified and measured as “financial assets at fair value”, as either fair value through profit or loss (“FVPL”) or fair value through other comprehensive income (“FVOCI”), and “financial assets at amortized cost”, as appropriate. The Company determines the classification of financial assets at the time of initial recognition based on the Company’s business model and the contractual terms of the cash flows.

All financial assets are recognized initially at fair value plus, in the case of financial assets not at FVPL, directly attributable transaction costs on the trade date at which the Company becomes a party to the contractual provisions of the instrument.

Financial assets with embedded derivatives are considered in their entirety when determining their classification at FVPL or at amortized cost.

– Subsequent measurement financial assets at amortized cost

After initial recognition, financial assets measured at amortized cost are subsequently measured at the end of each reporting period at amortized cost using the Effective Interest Rate (“EIR”) method. Amortized cost is calculated by taking into account any discount or premium on acquisition and any fees or costs that are an integral part of the EIR. The EIR amortization is included in finance income in the statement of loss. The Company’s financial assets include funds held in trust which is measured at amortized cost.

Subsequent measurement – Financial assets at FVPL

Financial assets measured at FVPL include financial assets management intends to sell in the short term and any derivative financial instrument that is not designated as a hedging instrument in a hedge relationship. Financial assets measured at FVPL are carried at fair value in the statement of financial position with changes in fair value recognized in other income or expense in the statement of loss. The Company does not measure any financial assets at FVPL.

Subsequent measurement – Financial assets at FVOCI

Financial assets measured at FVOCI are non-derivative financial assets that are not held for trading and the Company has made an irrevocable election at the time of initial recognition to measure the assets at FVOCI. The Company does not measure any financial assets at FVOCI.

After initial measurement, investments measured at FVOCI are subsequently measured at fair value with unrealized gains or losses recognized in other comprehensive income or loss in the statement of comprehensive loss. When the investment is sold, the cumulative gain or loss remains in accumulated other comprehensive income or loss and is not reclassified to profit or loss.

Derecognition

A financial asset is derecognized when the contractual rights to the cash flows from the asset expire, or the Company no longer retains substantially all the risks and rewards of ownership.

(In Canadian dollars) For the periods ended December 31, 2020 and 2019

CUSPIS CAPITAL III LTD. Notes to the Financial Statements

3. Summary of significant accounting policies (continued)

Financial instruments ( continued)

Financial liabilities

Initial recognition and measurement

Financial liabilities are measured at amortized cost, unless they are required to be measured at FVPL as is the case for held for trading or derivative instruments, or the Company has opted to measure the financial liability at FVPL. The Company’s financial liabilities include accounts payable and accrued liabilities, which are each measured at amortized cost. All financial liabilities are recognized initially at fair value and in the case of longterm debt, net of directly attributable transaction costs.

– Subsequent measurement financial liabilities at amortized cost

After initial recognition, financial liabilities measured at amortized cost are subsequently measured at the end of each reporting period at amortized cost using the Effective Interest Rate (“EIR”) method. Amortized cost is calculated by taking into account any discount or premium on acquisition and any fees or costs that are an integral part of the EIR. The EIR amortization is included in finance cost in the statement of loss.

Derecognition

A financial liability is derecognized when the obligation under the liability is discharged, cancelled or expires with any associated gain or loss recognized in other income or expense in the statement of loss.

Fair value hierarchy

IFRS 7 establishes a fair value hierarchy that prioritizes the input to valuation techniques used to measure fair value as follows:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 – Inputs other than quoted prices that are observable for assets or liabilities, either directly or indirectly; Level 3 – Inputs for assets or liabilities that are not based on observable market data.

Income taxes

Income tax expense consists of current and deferred tax expense. Income tax expense is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity. Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous years.

Deferred tax is recorded on temporary differences, between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: goodwill not deductible for tax purposes; the initial recognition of assets or liabilities that affect neither accounting or taxable loss; and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the reporting date.

CUSPIS CAPITAL III LTD.

Notes to the Financial Statements

(In Canadian dollars) For the periods ended December 31, 2020 and 2019

3. Summary of significant accounting policies (continued)

Income taxes (continued)

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. To the extent that the Company does not consider it probable that a future tax asset will be recovered, the tax asset is not recognized. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

Share capital

Common shares are classified as equity. Transaction costs directly attributable to the issue of common shares are recognized as a deduction from equity, net of any tax effects.

Share-based payments

The Company has a stock option plan (the “Option Plan”) which is discussed in note 11. The Company uses the fair value-based method of accounting for share-based payment arrangements. The fair value of each option granted to directors, officers, consultants and employees is accounted for in operations over the vesting period of the option using the Black-Scholes option pricing model at the date of grant, with the related increase to contributed surplus. Upon exercise of the stock options, the consideration paid, together with the amount previously recognized in contributed surplus, is recorded as an increase in share capital. At each reporting date, the amount recognized as an expense is adjusted to reflect the actual number of stock options that are expected to vest.

Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service.

Loss per share

Basic loss per share is calculated using the weighted average number of shares outstanding. Diluted loss per share assumes that any proceeds from the exercise of dilutive stock options and warrants would be used to repurchase common shares at the average market price during the period, with the incremental number of shares being included in the denominator of the diluted earnings per share calculation.

During the period from incorporation (September 3, 2019) to December 31, 2020, no options were issued or outstanding. Therefore, basic and diluted loss per share are the same for the periods presented.

CUSPIS CAPITAL III LTD.

Notes to the Financial Statements

(In Canadian dollars) For the periods ended December 31, 2020 and 2019

3. Summary of significant accounting policies (continued)

Use of estimates, assumptions and judgements

The preparation of financial statements in conformity with IFRS requires the Company’s management to make judgments, estimates and assumptions about future events that affect the amounts reported in the financial statements and related notes to the financial statements. Although these estimates are based on management’s best knowledge of the amount, event or actions, actual results may differ from those estimates and these differences could be material.

The areas which will require management to make significant judgments, estimates and assumptions in determining carrying values include, but are not limited to:

Share-based payments

Management determines costs for share-based payments using market-based valuation techniques. The fair value of the market-based and performance-based non-vested share awards are determined at the date of grant using generally accepted valuation techniques. Assumptions are made and judgment used in applying valuation techniques. These assumptions and judgments include estimating the future volatility of the stock price, expected dividend yield, future employee turnover rates and future employee stock option exercise behaviours and corporate performance. Such judgments and assumptions are inherently uncertain. Changes in these assumptions could affect the fair value estimates.

Income, value added, withholding and other taxes

The Company is subject to income, value added, withholding and other taxes. Significant judgment is required in determining the Company’s provisions for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Company’s income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations. The Company’s interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax provisions in the period in which such determination is made.

CUSPIS CAPITAL III LTD.

Notes to the Financial Statements

(In Canadian dollars) For the periods ended December 31, 2020 and 2019

4. Share capital

Authorized

Unlimited common shares with no par value

Issued
	Number of
	Common Shares		Amount
Opening balance as at September 3, 2019	-	$	-
Seed share issuance	50,000		5,000
Share issuance costs	-		(169)
Balance as at December 31, 2019 and 2020	50,000		4,831

Seed share issuance

During the period ended December 31, 2019, the Company issued an aggregate of 50,000 seed common shares to a director and officer of the Company at a price of $0.10 per share for gross proceeds of $5,000 (note 11).

5. Deferred financing costs

The deferred financing costs as at December 31, 2020 totaling $5,408 (December 31, 2019 - $Nil) related mainly to expenses associated with the Offering (note 11).

6. Accounts payable and accrued liabilities

The Company’s accounts payable and accrued liabilities as at December 31, 2020 totaling $10,587 (December 31, 2019 - $1,733) consisted mainly of professional cost accruals.

7. Income taxes

Provision for income taxes

Major items causing the Company’s income tax rate to differ from the current federal statutory rate of 26.5% (2019 – 26.5%) were as follows:

	Year	ended	Period	ended
	December 31,		December 31,
		2020		2019
Loss before income taxes	$	(3,446)	$	(847)
Expected income tax recovery based on statutory rate		1,000		-
Tax benefits not recognized		(1,000)		-
Deferred income tax expense	$	-	$	-

Deferred income tax balances

Deferred tax assets have not been recognized in respect of the following deductible temporary differences:

	December 31,	December 31,	December 31,	December 31,
		2020		2019
Non-capital loss carry-forwards	$	5,000	$	1,000
	$	5,000	$	1,000

CUSPIS CAPITAL III LTD.

Notes to the Financial Statements

(In Canadian dollars) For the periods ended December 31, 2020 and 2019

7. Income taxes (continued)

Deferred income tax balances

Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profit will be available against which the Company can use the benefits.

The Company has approximately $5,000 of non-capital losses in Canada, which, under certain circumstances, can be used to reduce the taxable income of future years. These losses expire between 2039 and 2041.

8. Related party transactions

Related parties include the Board of Directors, close family members and enterprises which are controlled by these individuals as well as certain persons performing similar functions. Refer to Notes 4 and 11.

9. Management of capital

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern and ensure sufficient liquidity in order to become a CPC and subsequently complete a Qualifying Transaction so that it can provide adequate returns for shareholders. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business. The Company defines capital as total shareholder’s equity. The Company is not subject to any externally imposed capital requirements. There were no significant changes in the Company’s approach to capital management during the periods ended December 31, 2020 and 2019.

10. Financial instruments and risk management

The Company's activities may expose it to a variety of financial risks: fair values, credit risk, liquidity risk and market risk (including interest rate risk). The Board of Directors provides regular guidance for overall risk management.

Fair values

As at December 31, 2020, the Company’s financial instruments consist of funds held in trust, accounts payable and accrued liabilities. The fair values of these financial instruments approximate their carrying values due to the relatively short-term maturity of these instruments.

The Company is exposed in varying degrees to a number of risks arising from financial instruments. Management’s involvement in the operations allows for the identification of risks and variances from expectations. The Company does not participate in the use of financial instruments to mitigate these risks. The Board approves the risk management processes. The Board’s main objectives for managing risks are to ensure liquidity, the fulfillment of obligations, the completion of the Offering, the Company’s search for a Qualifying Transaction, and to limit exposure to credit and market risks.

CUSPIS CAPITAL III LTD.

Notes to the Financial Statements

(In Canadian dollars) For the periods ended December 31, 2020 and 2019

10. Financial instruments and risk management (continued)

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its obligations. The Company is exposed to credit risk through its cash balance which is held in trust at a legal firm. The Company believes its exposure to credit risk is not significant.

Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. None of the Company’s financial instruments bear interest. Therefore, management believes the Company has no significant exposure to interest rate risk through its financial instruments as at December 31, 2020.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its obligations associated with financial liabilities. The Company has a planning and budgeting process in place by which it anticipates and determines the funds required to support normal operation requirements. The Company coordinates this planning and budgeting process with its financing activities through the capital management process described in note 9, in normal circumstances.

11. Subsequent events

Seed share issuance

During the three months ended September 30, 2021, the Company issued an aggregate of 3,050,000 seed common shares to directors and officers of the Company, and an additional 6,900,000 seed common shares to other investors at a price of $0.10 per share for gross proceeds of $995,000.

Stock option plan

The Company has a stock option plan (“Option Plan”) which provides that the Board of Directors of the Company may from time to time, in its discretion and in accordance with the Exchange requirements, grant to directors, officers, consultants and employees of the Company, options to acquire a maximum number of common shares equal to 10% of the total issued and outstanding common shares of the Company, exercisable for a period of up to ten years from the date of grant.

The Option Plan was approved by the Board of Directors and adopted by the Company on November ⚫, 2021.

Initial Public Offering

The Company intends to file its prospectus in connection with the Offering and is proposing to issue a minimum of 10,000,000 common shares (“Minimum Offering”) and a maximum of 25,000,000 common shares (“Maximum Offering”) at a price of $0.20 per common share for total gross proceeds to the Company of between $2,000,000 and $5,000,000.

CUSPIS CAPITAL III LTD. Notes to the Financial Statements

(In Canadian dollars) For the periods ended December 31, 2020 and 2019

11. Subsequent events (continued)

Stock options

The Company also intends to grant options (“Stock Options”) to purchase a number of common shares equal to 10% of the total number of common shares issued and outstanding following the Offering (being 20,000,000 common shares under the Minimum Offering and 35,000,000 common shares under the Maximum Offering) at $0.10 and $0.20 per common share to the officers and directors of the Company, as well as Stock Options to purchase common shares to eligible charitable organizations being 200,000 common shares under the Minimum Offering and 350,000 common shares under the Maximum Offering.

Agent compensation

The Offering will be made on behalf of the Company by a syndicate of agents (the “Agents”). It is intended that the Agents will receive a cash commission equal to 10% of the gross proceeds of the Offering in addition to a corporate finance fee of $10,000 plus reimbursement for expenses incurred in connection with the Offering. The Company has also agreed to grant to the Agents compensation warrants to purchase the number of common shares equal to 10% of the number of common shares issued in the Offering, at a price of $0.20 per common share, exercisable for a period of 60 months from the date the common shares are listed on the Exchange.

Condensed Interim Financial Statements of

CUSPIS CAPITAL III LTD.

For the three and nine months ended September 30, 2021 and 2020

CUSPIS CAPITAL III LTD.

Condensed Interim Statements of Financial Position

(In Canadian dollars) (Unaudited)

As at

		September 30,	September 30,	December 31,	December 31,
	Note		2021		2020
Assets
Current assets
Funds held in trust	6	$	978,700	$	5,000
Prepaid expenses and deposits	7		21,300		-
Deferred financing costs	8		14,203		5,408
Total assets		$	1,014,203	$	10,408
Liabilities and Shareholders' Equity	(Deficiency)
Current liabilities
Accountspayable and accrued liabilities	9	$	28,844	$	10,587
Total current liabilities			28,844		10,587
Shareholders' equity (deficiency)
Share capital	4		998,831		4,831
Deficit			(13,472)		(5,010)
Total shareholders’ equity (deficiency)			985,359		(179)
Total liabilities and shareholders’ equity (deficiency)		$	1,014,203	$	10,408
Nature of operations and going concern	1
Subsequent events	14

Approved by the Board of Directors:

(Signed) “William Ollerhead” (Signed) “Grant McCutcheon” Director and Chief Executive Officer Director and Chief Financial Officer

The accompanying notes are an integral part of these condensed interim financial statements. - 1 -

CUSPIS CAPITAL III LTD.

Condensed Interim Statements of Loss and Comprehensive Loss

(In Canadian dollars) (Unaudited)

For the

			Three months	Three months	ended		Nine months ended	Nine months ended	Nine months ended
			September		30,		September 30,
	Note		2021		2020		2021		2020
Expenses
Professional fees		$	8,266	$	-	$	8,266	$	-
General and administrative			196		-		196		-
Loss and comprehensive loss for theperiod		$	(8,462)	$	-	$	(8,462)	$	-
Loss per share
Basic and diluted	4	$	(0.00)	$	-	$	(0.00)	$	-
Weighted average number of shares outstanding
Basic and diluted	3, 4	8,192,663			50,000	2,944,048			50,000

The accompanying notes are an integral part of these condensed interim financial statements. - 2 -

CUSPIS CAPITAL III LTD.

Condensed Interim Statements of Changes in Shareholders' Equity (Deficiency)

(In Canadian dollars) (Unaudited)

				Total
	Shares	Share		shareholders’
	issued	Capital	Deficit	equity
	#	$	$	$
Balance as at December 31, 2019	50,000	4,831	(1,564)	3,267
Net loss for the period	-	-	-	-
Balance as at September 30, 2020	50,000	4,831	(1,564)	3,267
Balance as at December 31, 2020	50,000	4,831	(5,010)	(179)
Seed common shares issued for cash	9,950,000	995,000	-	995,000
Share issuance costs	-	(1,000)	-	(1,000)
Net loss for the period	-	-	(8,462)	(8,462)
Balance as at September 30, 2021	10,000,000	998,831	(13,472)	985,359

The accompanying notes are an integral part of these condensed interim financial statements. - 3 -

CUSPIS CAPITAL III LTD.

Condensed Interim Statements of Cash Flows

(In Canadian dollars)

(Unaudited)

For the nine months ended September 30,

		2021		2020
Cash flows from operating activities
Net loss for the period	$	(8,462)	$	-
Change in non-cash operating assets and liabilities
Prepaid expenses and deposits		(21,300)		-
Accounts payable and accrued liabilities		9,462		-
Cash provided by operating activities		(20,300)		-
Financing activities
Share capital		995,000		-
Share issuance costs		(1,000)		-
Cash provided by financing activities		994,000		-
Increase in cash		973,700		-
Cash, beginning of period		5,000		5,000
Cash, end of period	$	978,700	$	5,000
Supplemental information
Change in deferred transaction costs	$	8,795	$	5,408

The accompanying notes are an integral part of these condensed interim financial statements. - 4 -

Notes to the Condensed Interim Financial Statements (In Canadian dollars, Unaudited) For the three and nine months ended September 30, 2021 and 2020

CUSPIS CAPITAL III LTD.

1. Nature of operations and going concern

Cuspis Capital III Ltd. (the “Company” or “Cuspis III”) was incorporated September 3, 2019 pursuant to the provisions of the Business Corporations Act (Ontario).

The Company intends to carry on business as a Capital Pool Corporation (“CPC”), as such term is defined in TSX Venture Exchange Inc. (the “Exchange”) Policy 2.4 – Capital Pool Companies (“CPC Policy 2.4”). As at September 30, 2021, the Company had no business operations. The Company’s principal purpose is the identification, evaluation and acquisition of assets, properties or businesses or participation therein subject, in certain cases, to shareholder approval and acceptance by the Exchange. The Company’s registered head office is located at 77 King Street West, Suite 700, Toronto, Ontario, Canada M5K 1G8.

The Company intends to complete an initial public offering (the “Offering”) subsequent to September 30, 2021 (note 14). The gross proceeds raised from the Offering may only be used to identify and evaluate assets or businesses and obtain shareholder approval for a proposed “Qualifying Transaction” as such term is defined in Exchange CPC Policy 2.4, with the exception that general and administrative expenses are capped at $3,000 per month, including for professional accounting, advisory, and legal services expenses, and are not time limited.

Going concern

These condensed interim financial statements were prepared on a going-concern basis of accounting, which assumes that the Company will continue operations for the foreseeable future and be able to realize the carrying value of its assets and discharge its liabilities and commitments in the normal course of business. The Company does not generate revenue from operations and incurred a net loss of $8,462 for the nine months ended September 30, 2021 (September 30, 2020 - $Nil). However, the Company believes that its working capital as at September 30, 2021 of $985,359 will provide the Company with sufficient cash resources to meet its obligations for at least twelve months from the end of the reporting period. As the Company has no revenues, its ability to continue as a going concern is dependent on its ability to obtain additional financing and complete a Qualifying Transaction. These condensed interim financial statements do not reflect adjustments that would be necessary if the going concern assumption was not appropriate. These adjustments could be material.

Novel Coronavirus (“COVID-19”)

CUSPIS CAPITAL III LTD.

Notes to the Condensed Interim Financial Statements

(In Canadian dollars, Unaudited) For the three and nine months ended September 30, 2021 and 2020

2. Basis of presentation

Statement of compliance

These unaudited condensed interim financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting (“IAS 34”) using accounting policies consistent with International Financial Reporting Standards (“IFRS”).

Basis of measurement

These financial statements were authorized for issue by the Board of Directors on November ⚫, 2021.

3. Significant accounting policies

Accounting policies and methods of their application followed in the preparation of these unaudited condensed interim financial statements are consistent with those summarized and used in the annual audited financial statements for the year ended December 31, 2020.

4. Share capital

Authorized

Unlimited common shares with no par value

Issued

Issued
	Number of
	Common Shares		Amount
Balance as at December 31, 2019, September 30, 2020
and December 31, 2020	50,000	$	4,831
Seed share issuance	9,950,000		995,000
Share issuance costs	-		(1,000)
Balance as at September 30, 2021	10,000,000	$	998,831

Seed share issuance

Notes to the Condensed Interim Financial Statements

CUSPIS CAPITAL III LTD.

(In Canadian dollars, Unaudited) For the three and nine months ended September 30, 2021 and 2020

4. Share capital (continued)

Shares subject to escrow after completion of the Offering

After completing the Offering, all issued and outstanding seed shares will be subject to a uniform 18-month escrow release schedule following completion of a Qualifying Transaction and will be released as to 25% on the date of the final Qualifying Transaction Exchange bulletin and an additional 25% on each of the dates that are 6, 12 and 18 months thereafter, pursuant to the terms of an Escrow Agreement dated as of ⚫, 2021 between the Company, TSX Trust Company, and the shareholders of the Company.

Subject to certain permitted exemptions, all securities of the Company held by principals of the resulting issuer will also be escrowed.

All common shares acquired on exercise of stock options granted to directors and officers prior to completion of a Qualifying Transaction must also be deposited and held in escrow pursuant to the requirements of the Exchange.

All common shares of the Company acquired in the secondary market prior to the completion of a Qualifying Transaction by a Control Person, as defined in the policies of the Exchange, are required to be deposited and held in escrow.

5. Stock options

The Option Plan was approved by the Board of Directors and adopted by the Company on ⚫, 2021.

6. Funds held in trust

As at September 30, 2021, the Company had $978,700 held in trust with its lawyers (December 31, 2020 - $5,000).

7. Prepaid expenses and deposits

The Company’s prepaid expenses and deposits as at September 30, 2021 totaling $21,300 (December 31, 2020 - $Nil) included professional fee deposits and legal funds held in trust which are mainly required to fulfill the obligations of the Offering (note 14).

8. Deferred financing costs

The deferred financing costs as at September 30, 2021 totaling $14,203 (December 31, 2020 - $5,408) related mainly to expenses associated with the Offering (note 14).

CUSPIS CAPITAL III LTD.

Notes to the Condensed Interim Financial Statements

(In Canadian dollars, Unaudited) For the three and nine months ended September 30, 2021 and 2020

9. Accounts payable and accrued liabilities

The Company’s accounts payable and accrued liabilities as at September 30, 2021 totaling $28,844 (December 31, 2020 - $10,587) consisted of expense accruals.

10. Income taxes

Provision for income taxes

Major items causing the Company’s income tax rate to differ from the federal statutory rate of 26.5% were as follows:

follows:
	Nine months	ended	Year	ended
	September 30,		December 31,
		2021		2020
Loss before income taxes		(8,462)	$	(3,446)
Expected income tax recovery based on statutory rate		2,000		1,000
Tax benefits not recognized		(2,000)		(1,000)
Deferred income tax expense	$	-	$	-

Deferred income tax balances

Deferred tax assets have not been recognized in respect of the following deductible temporary differences:

	September 30,	September 30,	December 31,	December 31,
		2021		2020
Non-capital loss carry-forwards		13,000	$	4,000
Share issue costs		1,000		-
	$	14,000	$	4,000

Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profit will be available against which the Company can use the benefits.

The Company has approximately $13,000 of non-capital losses in Canada, which, under certain circumstances, can be used to reduce the taxable income of future years. These losses expire between 2039 and 2041.

11. Related party transactions

12. Management of capital

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern and ensure sufficient liquidity in order to become a CPC and subsequently complete a Qualifying Transaction so that it can provide adequate returns for shareholders. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business. The Company defines capital as total shareholders’ equity. The Company is not subject to any externally imposed capital requirements. There were no significant changes in the Company’s approach to capital management during the periods ended September 30, 2021 and December 31, 2020.

CUSPIS CAPITAL III LTD.

Notes to the Condensed Interim Financial Statements (In Canadian dollars, Unaudited) For the three and nine months ended September 30, 2021 and 2020

13. Financial instruments and risk management

Fair values

As at September 30, 2021, the Company’s financial instruments consist of funds held in trust, and accounts payable and accrued liabilities. The fair values of these financial instruments approximate their carrying values due to the relatively short-term maturity of these instruments.

Credit risk

Interest rate risk

Liquidity risk

CUSPIS CAPITAL III LTD.

Notes to the Condensed Interim Financial Statements

(In Canadian dollars, Unaudited) For the three and nine months ended September 30, 2021 and 2020

14. Subsequent events

Initial Public Offering

The Company is in the process of filing its prospectus in connection with the Offering and is proposing to issue a minimum of 10,000,000 common shares (“Minimum Offering”) and a maximum of 25,000,000 common shares (“Maximum Offering”) at a price of $0.20 per common share for total gross proceeds to the Company of between $2,000,000 and $5,000,000.

Stock option agreements

Agent compensation

The Offering will be made on behalf of the Company by a syndicate of agents led by iA Private Wealth Inc. (the “Lead Agent”) and including Echelon Wealth Partners Inc. (collectively with the Lead Agent, the “Agents”). It is intended that the Agents will receive a cash commission equal to 10% of the gross proceeds of the Offering in addition to a corporate finance fee of $10,000 plus reimbursement for expenses incurred in connection with the Offering. The Company has also agreed to grant to the Agents compensation warrants to purchase the number of common shares equal to 10% of the number of common shares issued in the Offering, at a price of $0.20 per common share, exercisable for a period of 60 months from the date the common shares are listed on the Exchange.

Deductible costs of this issue include listing and filing fees, the Agents’ expenses and legal fees, the Agents’ corporate work fee and the Company’s legal fees, audit fees and expenses, which are estimated at $120,000, exclusive of the Agents’ commission.

CERTIFICATE OF THE CORPORATION

November 23, 2021

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

“William Ollerhead” “Grant McCutcheon” William Ollerhead Grant McCutcheon Chief Executive Officer and Director Chief Financial Officer, Secretary and Director

ON BEHALF OF THE BOARD

“Jack Schoenmakers” “C.Fraser Elliott” Jack Schoenmakers C. Fraser Elliott Director Director

0050972015

{ C-1

CERTIFICATE OF THE AGENT

November 23, 2021

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

IA PRIVATE WEALTH INC.

ECHELON WEALTH PARTNERS INC.

Per: “Vilma Jones”

Per: “Christine Young”

Vilma Jones

Managing Director & Co-Head of Equity Capital Markets

Christine Young Managing Director, Head of Origination, Investment Banking

0050972015

{ C-2

AI assistant

Cytophage Technologies Ltd. — Capital/Financing Update 2021

48283_rns_2021-11-24_be7dd7c6-15c5-4385-bca0-f4739abc4057.PDF

PRELIMINARY PROSPECTUS

Market for Securities

Risk Factors

Maximum Investment

Receipt of Subscriptions

TABLE OF CONTENTS

GLOSSARY OF TERMS

SUMMARY OF PROSPECTUS

RISK FACTORS:

THE CORPORATION

BUSINESS OF THE CORPORATION

Preliminary Expenses

Proposed Operations until Completion of a Qualifying Transaction

Process of Identification of Acquisition or Participation Opportunities

Method of Financing Qualifying Transaction

Criteria for Qualifying Transaction

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

Initial Listing Requirements

Trading Halts, Suspension and Delisting

Refusal of Qualifying Transaction

USE OF PROCEEDS

Proceeds and Principal Purposes

Permitted Use of Funds

Private Placements for Cash

Prohibited Payments to Non-Arm’s Length Parties

Finder’s Fees

PLAN OF DISTRIBUTION

The Agents and the Agents' Compensation

Best-Efforts Offering and Minimum Distribution

Total Subscription

Other Securities to be Distributed

Determination of Price

Listing Application

Subscription by and Restrictions on the Agent

Restrictions on Trading

DESCRIPTION OF THE SECURITIES DISTRIBUTED

Common Shares

CAPITALIZATION

OPTIONS TO PURCHASE SECURITIES

Stock Option Terms

PRIOR SALES

ESCROWED SECURITIES

Securities Escrowed Prior to the Completion of the Qualifying Transaction

Escrowed Securities on Qualifying Transaction

DIRECTORS, OFFICERS AND PROMOTERS

William Ollerhead – Chief Executive Officer and Director

Grant McCutcheon – Chief Financial Officer, Secretary and Director

Jack Schoenmakers – Director

C. Fraser Elliott – Director

Other Reporting Issuer Experience

Corporate Cease Trade Orders or Bankruptcies

Penalties or Sanctions

Personal Bankruptcies

Conflicts of Interest

EXECUTIVE COMPENSATION

DILUTION

RISK FACTORS

LEGAL PROCEEDINGS

RELATIONSHIP BETWEEN THE CORPORATION AND THE AGENT

RELATIONSHIP BETWEEN THE CORPORATION AND PROFESSIONAL PERSONS

AUDITORS, TRANSFER AGENT AND REGISTRAR

MATERIAL CONTRACTS

DIVIDEND POLICY

INDEBTEDNESS OF DIRECTORS, OFFICERS, PROMOTERS AND OTHERS

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

ELIGIBILITY FOR INVESTMENT

OTHER MATERIAL FACTS

PURCHASER’S STATUTORY RIGHTS OF WITHDRAWAL AND RECESSION

Cuspis Capital III Ltd.

Financial Statements of

CUSPIS CAPITAL III LTD.

Independent Auditor’s Report

Opinion

Basis for opinion

Responsibilities of management and those charged with governance for the financial statements

Auditor’s responsibilities for the audit of the financial statements

McGovern Hurley LLP

Cytophage Technologies Ltd. Capital/Financing Update 2021