Eddy Smart Home Solutions Ltd. - Capital/Financing Update 2021

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

PROSPECTUS

INITIAL PUBLIC OFFERING

February 4, 2021

Aumento Capital VIII Corp. (A Capital Pool Company) $500,000 1,000,000 Common Shares

Price: $0.50 per Common Share

Aumento Capital VIII Corp. (the “ Corporation ”) hereby offers to the public 1,000,000 Common Shares (as hereinafter defined), at a price of $0.50 per share, for aggregate gross proceeds of $500,000 (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 (as hereinafter defined) 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. 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 its agent, Canaccord Genuity Corp. (the “ Agent ”), on a commercially reasonable efforts agency basis, and is subject to a minimum subscription of 1,000,000 Common Shares, for total gross proceeds to the Corporation of $500,000. The offering price of the Common Shares was determined by negotiation between the Corporation and the Agent. All funds received from subscriptions for Common Shares are to be deposited with the Agent, 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 Offering are not raised within 90 days of the issuance of a receipt for filing of a final prospectus, and in any event, not later than 180 days after the date of the receipt of the preliminary prospectus, 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 Agent’s Warrants (as hereinafter defined) and CPC Stock Options (as hereinafter defined) 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 $0.50 per Common Share, equal to 10% of the total number of Common Shares that will be outstanding upon completion of the Offering (being 2,000,000 Common Shares issued and outstanding. See “Plan of Distribution”).

Per Common Share Offering	Price to Public $0.50 $500,000	Agent’s Commission(1) $0.05 $50,000	Net Proceeds to the Corporation(2)
			$0.45 $450,000

Notes:

(1) The Agent will receive a cash commission equal to 10% of the gross proceeds to the Corporation. In addition, the Agent and its subagents, if any, will be granted the Agent’s Warrants, allowing it to purchase 100,000 Common Shares if the Offering is sold, at a price of $0.50 per Common Share exercisable for a period ending 60 months from the date the Common Shares are listed on the Exchange. The Agent’s Warrants are 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 Agent’s Warrants 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 Agent will be

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reimbursed for its expenses and legal fees incurred pursuant to this Offering, plus disbursements and taxes and will also receive an administration fee of $15,000. See “Plan of Distribution”.

(2) Before deducting the costs of this issue, including listing and filing fees, the Agent’s expenses and legal fees, the Agent’s administration fee, the Corporation’s legal fees, audit fees and expenses, estimated at $99,790 exclusive of the Agent’s commission. See “Use of Proceeds”.
(3) In addition to the qualification of 1,000,000 Common Shares pursuant to the Offering, this prospectus also qualifies for distribution: (i) the Agent’s Warrants; 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 a number of Common Shares, at a price of $0.50 per Common Share, equal to 10% of the number of Common Shares that will be outstanding upon completion of this Offering (being 2,000,000 Common Shares). See “Options to Purchase Securities”.

Market for Securities

THERE IS 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, Aequitas NEO Exchange Inc., a U.S. marketplace, or a marketplace outside Canada and the United States of America other than the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc.

The Exchange has conditionally accepted the listing of the Common Shares. 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 and the grant of the Agent’s Warrants, trading in all securities of the Corporation is prohibited during the period between the date a receipt for the preliminary prospectus is issued by the Applicable Securities Commissions (as hereinafter defined) 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”.

When the Offering is subscribed for, an investor will suffer an immediate dilution on investment of 25.00% or $0.125 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 and has not identified any potential asset or business for acquisition or participation. The Corporation has not entered into an Agreement in Principle (as hereinafter defined). 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 100% of the issued and outstanding common shares and will own approximately 50% of the issued Common Shares of the Corporation upon completion of the Offering. Since the Corporation has not placed any geographical restrictions on the location of the

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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%, or 750,000, of the total number of Common Shares offered under this prospectus are subject to the following limits:

(a) the maximum number of Common Shares that may be directly or indirectly purchased by any one purchaser pursuant to the Offering is 2%, or 20,000, of the total number of Common Shares offered under this prospectus; and
(b) the maximum number of Common Shares that may be directly or indirectly purchased by any one purchaser, together with that purchaser’s Associates (as hereinafter defined) and Affiliates (as hereinafter defined, is 4%, or 40,000, of the total number of Common Shares offered under this prospectus.

Receipt of Subscriptions

The Common Shares are conditionally offered for sale by the Agent on behalf of the Corporation on a commercially reasonable efforts agency 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 Miller Thomson LLP, on behalf of the Agent.

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. The Common Shares will be issued and deposited in electronic form with Clearing and Depository Services Inc. (“ CDS ”) or its nominee. Purchasers of Common Shares will receive only a customer confirmation from the registered dealer that is a CDS participant and from or through which the Common Shares were purchased.

CANACCORD GENUITY CORP.

PO Box 10337 2200-609 Granville Street Vancouver, British Columbia V7Y 1H2 Telephone: (604) 643-7300 Fax: (604) 643-7606 Toll Free: 1.800.663.1899

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GLOSSARY OF TERMS ................................................................................................................................................... v
SUMMARY OF PROSPECTUS ..................................................................................................................................... xii
THE CORPORATION ....................................................................................................................................................... 1
BUSINESS OF THE CORPORATION ........................................................................................................................... 1
PRELIMINARYEXPENSES 1
METHOD OFFINANCINGQUALIFYINGTRANSACTION 1
CRITERIA FORQUALIFYINGTRANSACTION 1
FILINGS ANDSHAREHOLDERAPPROVAL OF ANONARM’SLENGTHQUALIFYINGTRANSACTION 2
INITIALLISTINGREQUIREMENTS 3
TRADINGHALTS, SUSPENSION ANDDELISTING 3
REFUSAL OFQUALIFYINGTRANSACTION 4
USE OF PROCEEDS ......................................................................................................................................................... 4
PLAN OF DISTRIBUTION .............................................................................................................................................. 8
TOTALSUBSCRIPTION ERROR! BOOKMARK NOT DEFINED.
OTHERSECURITIES TO BEDISTRIBUTED 9
DETERMINATION OFPRICE 9
LISTINGAPPLICATION 9
SUBSCRIPTION BY ANDRESTRICTIONS ON THEAGENT 9
RESTRICTIONS ONTRADING 10
DESCRIPTION OF THE SECURITIES DISTRIBUTED .......................................................................................... 10
COMMONSHARES 10
CAPITALIZATION ......................................................................................................................................................... 11
OPTIONS TO PURCHASE SECURITIES ................................................................................................................... 11
STOCKOPTIONTERMS 11
PRIOR SALES .................................................................................................................................................................. 12
ESCROWED SECURITIES ............................................................................................................................................ 12
SECURITIESESCROWEDPRIOR TO THECOMPLETION OF THEQUALIFYINGTRANSACTION 12
PRINCIPAL SHAREHOLDERS ................................................................................................................................... 14
DIRECTORS, OFFICERS AND PROMOTERS ......................................................................................................... 15
OTHERREPORTINGISSUEREXPERIENCE 16
CORPORATECEASETRADEORDERS ORBANKRUPTCIES 18
PENALTIES ORSANCTIONS 19
PERSONALBANKRUPTCIES 19
CONFLICTS OFINTEREST 19
EXECUTIVE COMPENSATION .................................................................................................................................. 24
DILUTION ......................................................................................................................................................................... 25
RISK FACTORS ............................................................................................................................................................... 25
LEGAL PROCEEDINGS ................................................................................................................................................ 27
RELATIONSHIP BETWEEN THE CORPORATION AND PROFESSIONAL PERSONS ................................ 27
AUDITORS, TRANSFER AGENT AND REGISTRAR ............................................................................................. 27
MATERIAL CONTRACTS ............................................................................................................................................ 27
DIVIDEND POLICY ........................................................................................................................................................ 28
INDEBTEDNESS OF DIRECTORS, OFFICERS, PROMOTERS AND OTHERS .............................................. 28
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ....................................... 28
ELIGIBILITY FOR INVESTMENT ............................................................................................................................. 28
OTHER MATERIAL FACTS ......................................................................................................................................... 29
PURCHASER’S STATUTORY RIGHTS ..................................................................................................................... 29
CERTIFICATE OF THE CORPORATION .................................................................................................................. 1
CERTIFICATE OF THE AGENT ................................................................................................................................... 2

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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 dated February 4, 2021 entered into between the Corporation and the Agent.

Agent Canaccord Genuity Corp.

Agent’s Warrants The warrants granted by the Corporation to the Agent and its sub-agents, if any, allowing it to purchase Common Shares equal in number to 10% of the number of Common Shares sold under this Offering, being 100,000 Common Shares, at a price of $0.50 per Common Share, exercisable for a period ending sixty months from the date the Common Shares are listed on the Exchange. The Agent’s Warrants are nontransferrable.
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;

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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

Applicable Securities Commissions

Associate

The provinces of British Columbia, Alberta and Ontario

The securities regulatory authorities in each of the Applicable Jurisdictions.

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 Corporation;
(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.

Audit Committee or Committee

The audit committee of the Corporation.

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Board

The board of directors of the Corporation.

CEO	Chief Executive Officer
CFO	Chief Financial Officer
Chair	Chair of the Audit Committee
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 Corporation.
Corporation	Aumento Capital VIII Corp., a corporation incorporated under the_Business_
	Corporations Act(Ontario) with a registered office in Toronto, Ontario.
CPC	A corporation:
	(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 Escrow Agreement	Agreement dated as of February 4, 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.
CPC Policy	Policy 2.4 of the Exchange.
CPC Stock Option	An option to purchase Common Shares of the Corporation which may be granted by

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	the Corporation in accordance with the CPC Policy.
Escrow Agent	TSX Trust Company
Escrow Shares	Common Shares of the Corporation that are held in escrow pursuant to the CPC
	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 Corporation;
(b) a director or senior officer of a Company that is an Insider or subsidiary of the Corporation;

(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 Corporation; or

(d) the Corporation 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,
	at a properly constituted meeting of the common shareholders of the CPC.
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.
Non-Arm’s Length	The Vendor(s), any Target Compan(y)(ies) including, in relation to Significant Assets
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Parties to the Qualifying or Target Compan(y)(ies), the Non-Arm’s Length Parties of the Vendor, the Non- Transaction Arm’s 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 1,000,000 Common Shares at a price of $0.50 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 Corporation within two years of the date of the IPO prospectus or the Final Exchange Bulletin;
(b) a director or senior officer of the Corporation 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 Corporation’s outstanding securities immediately before and immediately after the Corporation’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 Corporation’s outstanding securities immediately before and immediately after the Corporation’s IPO or immediately after the Final Exchange Bulletin for non-IPO transactions; and
(ii) has elected or appointed, or has the right to elect or appoint, one or more directors or senior officers of the Corporation 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 Corporation 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 Corporation they hold will be subject to escrow requirements.

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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
- (iv) the Member maintains a list of such excluded Persons.
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.

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

(a) the Significant Assets and/or Target Company; (b) the parties to the Qualifying Transaction; (c) the value of the Significant Assets and/or Target Company and the consideration to be paid or otherwise identifies the means by which the consideration will be determined; and

(d) the conditions to any further formal agreements or completion of the Qualifying Transaction.

Registrar and Transfer TSX Trust Company Agent

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Resulting Issuer	The Corporation 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.
Secretary	Secretary of the Audit Committee
Securities Laws	Tthe 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 1,000,000 Common Shares of the Corporation issued prior to the date of this
	prospectus for gross aggregate proceeds of $250,000.
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.”
Stock Option Plan	A plan for the Corporation’s officers, directors, consultants and employees, under
	which the Corporation may grant options to acquire a maximum number of Common
	Shares up to 10% of the total issued and outstanding Common Shares of the
	Corporation, being 200,000 upon completion of the Offering.
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.

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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	Aumento Capital VIII Corp.
OFFERING	1,000,000 Common Shares are being offered under this prospectus at $0.50 per
	Common Share in the Applicable Jurisdictions. In addition, the prospectus will
	qualify the distribution to the Agent of the Agent’s Warrants (being the share
	purchase warrants to acquire Common Shares equal in number to 10% of the number
	of Common Shares sold under this Offering, or 100,000 Common Shares, at a price
	of $0.50 per Common Share, exercisable for a period ending 60 months from the
	date the Common Shares are listed on the Exchange) as well as the distribution of
	options to purchase a number of Common Shares (the “CPC Stock Options”) equal
	to 10% of the total number of Common Shares issued and outstanding following the
	Offering (being 2,000,000 Common Shares issued and outstanding after the Offering
	is subscribed for) at $0.50 per Common Share to be granted to the officers and
	directors of the Corporation, which options are 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
CORPORATION	and/or businesses with a view to a potential acquisition or the acquisition of an
	interest therein in order to complete a Qualifying Transaction. As yet, the
	Corporation has not carried on any business, 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 net proceeds of the Offering to the Corporation from the sale of Common Shares
	will be $350,210 (after deduction of the costs of prior sales, the Agent’s commission
	of $50,000, and the Offering costs and prior expenses estimated at $99,790. 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 and for general
	and administrative expenses with a view to completing the Qualifying Transaction.
	The Corporation may not have sufficient funds to secure such businesses or assets
	once identified and evaluated and additional funds may be required. See “Use of
	Proceeds” for details of the restrictions and prohibitions on the Corporation’s use of
	funds, “Business of the Corporation – Method of Financing Acquisition or
	Participation Opportunities” and “Risk Factors”.
DIRECTORS AND	David Danziger – Director
MANAGEMENT	Roger Daher – Chief Executive Officer, Chief Financial Officer, Secretary, and
	Director
	Paul Pathak – Director
	See “Directors and Officers.”
ESCROWED SHARES:
	All of the currently issued and outstanding Common Shares of the Corporation
	(being 1,000,000 Common Shares) and all of the CPC Stock Options (being 200,000
	options to purchase Common Shares equal to 10% of the total number of Common
	Shares issued and outstanding following the Offering (being 2,000,000 Common
	Shares issued and outstanding after the Offering is subscribed for) at $0.50 per
	Common Share to be granted to the officers and directors of the Corporation), will
	be deposited in escrow pursuant to the terms of a CPC Escrow Agreement, and will
	be released from escrow in stages over a period of 18 months from the date of the
	Final QT Exchange Bulletin. See “Escrowed Securities”.

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RISK FACTORS:

(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 completion of the Offering, an investor will suffer an immediate dilution on investment of 25.00% or $0.125 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”.

See “Risk Factors”.

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xiii

THE CORPORATION

Aumento Capital VIII Corp. was incorporated on November 20, 2020 under the Business Corporations Act (Ontario). The principal and registered office of the Corporation is located at Suite 700, 77 King St. West, 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 $104,790 which consists of audit costs, filing fees, an advance retainer to cover the Agent’s out of pocket expenses and legal fees related to the Offering. Of the $104,790 in incurred expenses, approximately $35,000 has been paid in respect of legal fees. Since the most recent audited Statement of Financial Position, the Corporation has expended approximately $33,900 in legal fees, $22,640 in filing fees, $11,300 in audit costs, and provided the Agent with a $15,000 advance retainer to cover the Agent’s out of pocket expenses. 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 Agent’s 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 NonArm’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.

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.

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.

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 cashflow projections and capital requirements. Similar criteria will be employed in the evaluation of other assets.

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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 (the “ Board ”) for its consideration and approval.

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

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

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

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(c) where Shareholder approval is required and is to be obtained by written consent, the Corporation will file on SEDAR the final Disclosure Document.

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

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

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

Initial Listing Requirements

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

Trading Halts, 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 of the Issuer are delisted by the Exchange, within 90 days from the date of such delisting, the Issuer shall wind up and shall make a pro rata distribution of its remaining assets to its shareholders, unless shareholders, pursuant to a majority vote exclusive of the votes of Non-Arm’s Length Parties to the Issuer, determine to deal with the Issuer or its remaining assets in some other manner.

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Refusal of Qualifying Transaction

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

(a) the Resulting Issuer fails to satisfy the applicable initial listing requirements of the Exchange;
(b) the 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 were $250,000. The expenses and costs of the prior sales of Common Shares are $5,000. The aggregate gross proceeds expected to be received by the Corporation from the sale of the Common Shares offered by this prospectus assuming the Offering is subscribed for will be $500,000. The costs of this issue are estimated at $99,790 inclusive of taxes and disbursements (of which $15,000 has been advanced by the Corporation to the Agent to date), as well as the Agent’s commission, administration fee and legal fees. Accordingly, the estimated funds to be available to the Corporation will be $595,210.

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)	Offering
	$250,000 ($5,000) $500,000

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Offering

Estimated expenses and costs relating to the Offering: Agent’s commission Agent’s administration fee Agent’s 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)	($50,000) ($15,000) ($16,950) ($33,900) ($11,300) ($22,640) $595,210

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	$525,210 $70,000
	$595,210

Notes:

(1) See “Prior Sales”.
(2) In the event that the Agent exercises the Agent’s Warrants and the directors and officers exercise their CPC Options, there will be available to the Corporation an additional amount of $150,000, which 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 $525,210 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 “Prohibited Payments to Non-Arm’s Length Parties”, “Private Placements for Cash” and “Finder’s Fees”, the gross proceeds realized from the sale of all securities issued by the Corporation will be used by the Corporation only to identify and evaluate assets or businesses and obtain shareholder approval, if applicable, for a proposed Qualifying Transaction, including expenses such as:

(a) reasonable expenses relating to the Corporation’s IPO, including:
(i) fees for legal services and audit services relating to the preparation and filing of this prospectus;
(ii) Agent’s fees, costs and commissions; and

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

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

(a) the Qualifying Transaction is not a Non-Arm’s Length Qualifying Transaction;
(b) the Qualifying Transaction has been announced in a comprehensive news release;
(c) due diligence with respect to the Qualifying Transaction is well underway;
(d) if applicable, a Sponsor has been engaged or the sponsorship requirement has been waived;

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(e) the loan has been announced in a new release at least 15 days prior to the date of any such loan; and
(f) the total amount of all deposits, advances and loans from the Corporation does not exceed a maximum of $250,000 in aggregate unless the aggregate amount advanced from the Corporation to the Target Company or the Vendor(s) does not represent more than 20% of the working capital of the Corporation.

Prohibited Payments to Non-Arm’s Length Parties

Except as described under “Permitted Use of Proceeds”, the Corporation has not made, and until the Completion of the Qualifying Transaction will not make, any payment of any kind, directly or indirectly, to a Non-Arm’s Length Party to the Corporation or to a Non-Arm’s Length Party to the Qualifying Transaction, or to a person engaged in investor relations activities, promotional or market-making services in respect of the Corporation or the securities of the Corporation or any Resulting Issuer, by any means, including:

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

Further, no such payment will be made by the Corporation or by any other Person 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

Private Placements for Cash

After the closing of the Offering and until the Completion of the Qualifying Transaction, the Corporation will not issue any securities unless written acceptance of the Exchange is obtained before issuance. Prior to the Completion of the Qualifying Transaction, the Exchange generally will not accept a private placement by the Corporation where the gross proceeds raised from the issuance of securities both prior to and pursuant to the Offering, together with any proceeds anticipated to be raised upon closing of the private placement, will exceed $10,000,000. Generally, the only securities issuable pursuant to such a private placement will be Common Shares and Agent’s Warrants. Subject to 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.

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:

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

PLAN OF DISTRIBUTION

The Agent and the Agent’s Compensation

Pursuant to the Agency Agreement, the Corporation has appointed the Agent as its agent to offer for sale on a commercially reasonable efforts agency basis to the public in the Applicable Jurisdictions, 1,000,000 Common Shares as provided in this prospectus at $0.50 per Common Share for aggregate gross proceeds of $500,000, 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 $15,000 administration fee, and reimbursement of its expenses and legal fees incurred pursuant to this Offering, plus disbursements and taxes.

The Corporation has also agreed to grant to the Agent and its sub-agents, if any, at the closing of the Offering the Agent’s Warrants to acquire Common Shares in number equal to 10% of the number of Common Shares sold under the Offering, being 100,000 Common Shares for the Offering, at $0.50 per share for a 60 month period following the date of listing of the Common Shares on the Exchange. The Agent’s Warrants are 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. The Agent has agreed to use commercially reasonable efforts to secure subscriptions for the Common Shares offered hereunder on behalf of the Corporation and may make co-brokerage arrangements with other investment dealers at no additional cost to the Corporation. The obligations of the Agent under the Agency Agreement may be terminated at its discretion or on the basis of its assessment of the state of financial markets and may also be terminated on the occurrence of certain events as stated in the Agency Agreement.

This prospectus qualifies the distribution of 1,000,000 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 (being 2,000,000 Common Shares issued and outstanding upon completion of the Offering) to be granted to officers and directors of the Corporation, and the Agent’s Warrants. See “Options to Purchase Securities”.

Commercially Reasonable Efforts Offering and Minimum Distribution

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

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The Corporation has also granted the Agent a right of first refusal to participate as agent in any brokered equity financing or financing by securities convertible into equity that the Corporation may undertake and to act as Sponsor with respect to any potential Qualifying Transaction by the Corporation for a period ending the earlier of 24 months from the date of the listing and the date of the closing of the Qualifying Transaction.

The Offering is subject to a minimum subscription of 1,000,000 Common Shares for aggregate gross proceeds of $500,000. Under the CPC Policy, 75% or 750,000 of the total number of Common Shares offered under this prospectus are subject to the following limits:

(a) the maximum number of Common Shares that may be directly or indirectly purchased by any one purchaser pursuant to the Offering is 2% or 20,000 of the total number of Common Shares offered under this prospectus; and
(b) the maximum number of Common Shares that may be directly or indirectly purchased by any one purchaser, together with that purchaser’s Associates and Affiliates, is 4% or 40,000 of the total number of Common Shares offered under this prospectus.

The funds received from the Offering will be deposited with the Depository, and will not be released until a minimum of $500,000 has been deposited . The total subscription must be raised within 90 days of the date a receipt for the prospectus is issued, or such other time as may be consented to by persons or companies who subscribed within that period , failing which the Depository will remit the funds collected to the original subscribers without interest or deduction, unless subscribers have otherwise instructed the Depository.

Other Securities to be Distributed

The Corporation also proposes to grant CPC Stock Option to purchase a number of Common Shares equal to 10% of the number of Common Shares issued and outstanding upon completion of the Offering (200,000 options to purchase Common Shares) 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.

Determination of Price

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

Listing Application

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

Subscription by and Restrictions on the Agent

The Agent has advised the Corporation that to the best of its knowledge and belief, no directors, officers, employees or contractors 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 75%, or 750,000, of the total number of Common Shares offered under this prospectus are subject to the following limits:

(a) the maximum number of Common Shares that may be directly or indirectly purchased by any one purchaser pursuant to the Offering is 2%, or 20,000, of the total number of Common Shares offered under this prospectus; and
(b) the maximum number of Common Shares that may be directly or indirectly purchased by any one purchaser, together with that purchaser’s Associates (as hereinafter defined) and Affiliates (as

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hereinafter defined, is 4%, or 40,000, of the total number of Common Shares offered under this prospectus.

Any Common Shares issued to any member of the Aggregate Pro Group prior to the date of this prospectus 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 Exchange hold period and the securities certificate(s) legended accordingly, as prescribed by Exchange Policy 3.2 “Filing Requirements and Continuous Disclosure”.

Venture Issuers

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

Restrictions on Trading

Other than the initial distribution of the Common Shares pursuant to this prospectus, the grant of the Agent’s Warrants and the CPC Stock Options, no securities of the Corporation will be permitted to be issued during the period between the date a receipt for the preliminary prospectus is issued by the 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, 1,000,000 Common Shares are issued and outstanding as fully paid and non-assessable Common Shares. A total of 1,000,000 Common Shares are being qualified for distribution under this prospectus. In addition, pursuant to the Agent’s Warrants, 100,000 Common Shares will be reserved for issuance if the Offering is subscribed for. Common Shares will also be reserved for issuance under options to be granted to directors and officers in the amount of 200,000 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, to one vote per share at meetings of the shareholders of the Corporation and, upon liquidation, dissolution or winding-up 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 non-assessable.

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CAPITALIZATION

Capital Common Shares	Amount Authorized Unlimited	Amount outstanding as of the date of the most recent balance sheet contained in this prospectus(1) $250,000 (1,000,000 Common Shares)	Amount outstanding as at February 4, 2021 $250,000 (1,000,000 Common Shares)	Amount to be outstanding upon completion of the Offering (2)(3)(4)
				$750,000 (2,000,000 Common Shares)

Notes:

(1) At this date, the Corporation had not commenced commercial operations.
(2) Excluding up to 200,000 Common Shares issuable at $0.50 per share, expiring 5 years from the date of being granted, pursuant to CPC Stock Options.

(3) Excluding 100,000 Common Shares issuable at $0.50 per share, expiring 60 months from the date of listing of the Common Shares on the Exchange, pursuant to the Agent’s Warrants. See “Plan of Distribution”.

(4) Funds estimated to be available on completion of the Offering amount to $595,210 after giving effect to the 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.

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

	Number of Shares
	Under Option Once
	Offering is	Exercise Price
Name	Subscribed	per Share	Expiry Date
David Danziger	50,000	$0.50	Five years from date of
			grant
Roger Daher	100,000	$0.50	Five years from date of
			grant
Paul Pathak	50,000	$0.50	Five years from date of
			grant
Total:	200,000

The CPC Stock 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) to be granted to directors and officers are qualified for distribution under this prospectus.

Stock Option Terms

The Board 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, non-transferable options to

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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. 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.”

PRIOR SALES

Since the date of incorporation, 1,000,000 Common Shares have been issued as follows:

Date Issued November 20, 2020 Total	Number of Common Shares 1,000,000(2) 1,000,000	Issue Price per Common Share $0.25	Aggregate Issue Price $250,000 $250,000	Nature of Consideration
				Cash

Notes:

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

ESCROWED SECURITIES

Securities Escrowed Prior to the Completion of the Qualifying Transaction

All of the 1,000,000 Common Shares issued prior to this Offering at a price below $0.50 per Common Share, all Common Shares that have been or may be acquired from treasury 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 CPC Escrow Agreement. As of the date hereof, 1,000,000 Common Shares will be held by the Escrow Agent pursuant to the CPC Escrow Agreement.

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

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 CPC Escrow Agreement:

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		Percentage of	Percentage of
Name and	Number of	Common	Common
Municipality of	Common	Shares prior to	Shares after
Residence of	Shares held in	giving effect to	giving effect to
Shareholder	Escrow	the Offering	the Offering(1)
David Danziger
Professional Corporation(2)	200,000	20.00%	10.00%
Toronto, ON
Roger Daher Toronto, ON	600,000	60.00%	30.00%
Paul Pathak
Professional Corporation(3)	200,000	20.00%	10.00%
Toronto, ON
Total	1,000,000	100%	50.00%

Notes:

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

(2) David Danziger is the sole shareholder of David Danziger Professional Corporation.

(3) Paul Pathak is the sole shareholder of Paul Pathak Professional Corporation.

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

Under the CPC Escrow Agreement:

(a) all 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%

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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 CPC 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

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

PRINCIPAL SHAREHOLDERS

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

				Percentage of
Name and			Percentage of Shares	Shares Owned
Municipality of	Type of	Number of	Owned before the	after giving Effect to
Residence	Ownership	Shares(1)	Offering	the Offering
David Danziger
Professional Corporation(4)Toronto,	Of Record only	200,000	20.00%	10.00%
ON
Roger Daher(2)	Of Record and	600,000	60.00%	30.00%
Toronto, ON	Beneficial
Paul Pathak
Professional	Of Record only	200,000	20.00%	10.00%
Corporation(3)
Toronto, ON
Total		1,000,000	100.00%	50.00%
Notes:
(1) Subject to the CPC Escrow	Agreement. See “Escrowed Securities”.

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(2) Reflecting the assumption that the Agent’s Warrants are fully exercised and that all options are granted as stated on page 10 of this prospectus and that they are all exercised, Mr. Daher would own 700,000 Common Shares which would constitute 30.43% of the Corporation’s outstanding Common Shares on a fully diluted basis.
(3) Paul Pathak is the sole shareholder of Paul Pathak Professional Corporation. Reflecting the assumption that the Agent’s Warrants are fully exercised and that all options are granted as stated on page 10 of this prospectus and that they are all exercised, Paul Pathak would own 250,000 Common Shares which would constitute 10.87% of the Corporation’s outstanding Common Shares on a fully diluted basis.
(4) David Danziger is the sole shareholder of 2180679 Ontario Ltd. Reflecting the assumption that the Agent’s Warrants are fully exercised and that all options are granted as stated on page 10 of this prospectus and that they are all exercised, David Danziger would own 250,000 Common Shares which would constitute 10.87% of the Corporation’s outstanding Common Shares on a fully diluted basis.

The directors and officers, together with the Associates and Affiliates of the directors and officers, as a group beneficially own and control 1,000,000 Common Shares which represents 100.00% of the issued Common Shares of the Corporation before giving effect to this Offering and which will represent 50.00% of the issued Common Shares of the Corporation upon completion of the Offering.

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:

			Common	Percentage and
			Shares Held	Number of
			(percentage	Common
			and number of	Shares Held
Name, (Age), Office		Present	Common	Upon
and Municipality of	Position or	Principal	Shares prior to	Completion of
Residence	Office	Occupation	Offering)(2)	Offering	Term of Office
David Danziger	Director	Partner, MNP	200,000	200,000	November 20,
(64)(1)(3)		LLP	Common Shares	Common Shares	2020 - Present
Toronto, Ontario			20.00%	10.00%
Roger Daher (54)(1)	Chief	Owner and	600,000	600,000	November 20,
Markham, Ontario	Executive	Pharmacist,	Common Shares	Common Shares	2020 - Present
	Officer, Chief	Pharmasave	60.00%	30.00%
	Financial
	Officer,
	Secretary
	Director
Paul Pathak (52)(1)(4)	Director	Partner, Chitiz	200,000	200,000	November 20,
Toronto, Ontario		Pathak LLP	Common Shares	Common Shares	2020 - Present
			20.00%	10.00%

Notes:

(1) Member of the Audit Committee.

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

(3) Common Shares of the Corporation owned by Mr. Danziger are held through David Danziger Professional Corporation.
(4) Common Shares of the Corporation owned by Mr. Pathak are held through Paul Pathak Professional Corporation.

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

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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 1,000,000 Common Shares representing 100.00% of the issued and outstanding Common Shares which number of Common Shares will represent 50.00% of the issued Common Shares of the Corporation upon completion of the Offering.

It is expected that, initially, each director, with the exception of David Danziger, will devote approximately 5% of their time to the business of the Corporation, and that David Danziger will devote that amount of time which is required to administer the business of the Corporation.

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

David Danziger – Director

Mr. Danziger is a chartered accountant and a partner at MNP LLP, Chartered Accountants, a full service audit and accounting firm. The focus of Mr. Danziger’s work at MNP LLP is public companies. Mr. Danziger is experienced in management consulting and business advisory services and has served and continues to serve on a number of public company boards including CPC’s. Mr. Danziger graduated with a B.Comm from the University of Toronto in 1978 and was designated a Chartered Accountant in 1983.

Roger Daher – Chief Executive Officer, Chief Financial Officer, Secretary, and Director

Roger Daher has been a licensed pharmacist for 30+ years and he is currently a practicing owner/partner in seven Ontario Pharmasave pharmacies. From 2010 to 2020, Mr. Daher, has been a member of the Pharmasave Ontario Board of Directors, as well as a member of the audit committee (current treasurer/secretary and also audit committee chair). Mr. Daher has also served and continues to serve on a number public company boards including CPC’s. Mr. Daher obtained his Bachelor Science, Pharmacy, from the University of Toronto in 1989.

Paul Pathak –Director

Pathak is and has served as a partner of Chitiz Pathak LLP since 1996, a Toronto law firm serving clients in the securities and investment industries, including issuers and dealers on a full range of securities transactions. Mr. Pathak practices principally in the areas of corporate, securities, mergers, acquisitions and commercial law. Mr. Pathak has acted for issuers in a broad range of securities transactions, including initial public offerings, reverse take-overs, establishment of CPC’s, going-private transactions and numerous financing structures. Mr. Pathak has also served and continues to serve on a number public company boards including CPC’s. Mr. Pathak was called to the Ontario Bar in 1994, having completed his LL.B. at Osgoode Hall Law School in 1992.

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:

Name David Danziger	Name and Jurisdiction of Reporting Issuer CB2 Insights Inc. (now Skylight Health Group Inc.) Aumento Capital VII Corporation (now Emerge Commerce Inc.)	Name of Exchange or Market CSE TSXV	Position Director, Chairman Director, CEO	From March 2019 February 2018	To
					January 2020 May 2020

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Name Roger Daher Paul Pathak	Name and Jurisdiction of Reporting Issuer JPJ Group PLC (now Gamesys Group PLC) Aumento Capital VI Corporation (now CryptoStar Corp.) Integrity Gaming Corp. (now Integrity Gaming ULC) Marengo Mining Limited (now Era Resources Ltd.) Aumento Capital V (now Weed MD Inc.) The Intertain Group Limited Eurotin Inc. Cansortium Inc. Skyscape Capital Inc. Aumento Capital VII Corp. (now Emerge Commerce Inc.) Fountain Asset Corp. Aumento Capital VI Corporation (now CryptoStar Corp.) Aumento Capital V (now Weed MD Inc.) Aumento IV Capital Corporation (now Greenspace Brands Inc.) Sweet Natural Trading Co. Limited Bragg Gaming Group Inc. Aumento Capital VII Corp. (now Emerge Commerce Inc.)	Name of Exchange or Market LSE TSXV TSXV TSXV TSXV TSX TSXV CSE TSXV TSXV TSXV TSXV TSXV TSXV TSXV TSXV TSXV	Position Director Director, CEO Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director	From January 2017 January 2017 November 2016 July 2014 June 2014 November 2010 August 2008 April 2020 February 2018 March 2018 November 2017 January 2017 October 2014 September 2013 September 2008 March 2019 February 2018	To
					June 2019 September 2018 February 2019 June 2017 April 2017 January 2020 January 2021 Present Present December 2020 Present September 2018 April 2017 February 2020 April 2018 Present December 2020

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Name	Name and Jurisdiction of Reporting Issuer Skyscape Capital Inc. Maricann Group Inc. (now Wayland Group Inc.) JPJ Group PLC (now Gamesys Group PLC) Aumento Capital VI Corporation (now CryptoStar Corp.) Aumento Capital V Corporation (now Weed MD Inc.) The Intertain Group Limited	Name of Exchange or Market TSXV CSE LSE TSXV TSXV TSX	Position Director Director Director Director Director Director	From February 2018 December 2017 January 2017 January 2017 June 2014 November 2010	To
					Present April 2020 June 2019 September 2018 April 2017 January 2020

Notes:

(1) TSXV means the TSX Venture Exchange.

(2) CSE means the Canadian Security Exchange.

(3) TSX means the Toronto Stock Exchange.

(4) LSE means the London Stock Exchange.

Corporate Cease Trade Orders or Bankruptcies

Other than as set forth 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
(a) 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.

On April 16, 2014, the OSC issued a management cease trade order against Carpathian Gold Inc. (“Carpathian”) in connection with Carpathian’s failure to file its annual financial statements and related management’s discussion and analysis. The management cease trade order was lifted on June 19, 2014, following the filing of the required continuous disclosure documents. During the period of the management cease trade order, David Danziger was a director of Carpathian.

Mr. Danziger was appointed director of American Apparel, Inc. (“ American Apparel ”), a company listed on the NYSE MKT exchange, on July 11, 2011 and resigned as director on June 14, 2015. Subsequently, on October 5, 2015, American Apparel announced that it had reached an agreement with its lenders to significantly reduce its debt and interest payments through a consensual pre-arranged reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware. On October 6, 2015, NYSE Regulation, Inc. suspended trading and commenced proceedings to delist American Apparel’s common stock from NYSE MKT. The Chapter 11 reorganization was approved by the Court in January 2016.

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Paul Pathak was formerly a director of Wayland Group Inc. (“ Wayland ”), a reporting issuer previously listed on the Canadian Securities Exchange. In April 2019, the Ontario Securities Commission issued a failure-to-file cease trade order against the Company as a result of Wayland’s failure to file its audited financial statements for the year ended December 31, 2018. Subsequently, in December 2019, Wayland was granted an order from the Ontario Superior Court of Justice (commercial list) under the Companies' Creditors Arrangement Act .

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 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 and officers of the Corporation will be subject in connection with the operations of the Corporation. Some of the directors and officers 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 and officers 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).

Audit Committee

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

Item 1: The Audit Committee Charter

The Audit Committee (the “ Committee ”) is a committee of the Board of the Corporation. The role of the Committee is to provide oversight of the Corporation's financial management and of the design and implementation of an effective system of internal financial controls as well as to review and report to the Board on the integrity of the financial statements of the Corporation, its subsidiaries and associated companies. This includes helping directors meet their responsibilities, facilitating better communication between directors and the external auditor, enhancing the independence of the external auditor, increasing the credibility and objectivity of financial reports and strengthening the role of the directors by facilitating in-depth discussions among directors, management and the external auditor. Management is responsible for establishing and maintaining those controls, procedures and processes and the Committee is appointed by the Board to review and monitor them. The Corporation's external auditor is ultimately accountable to the Board and the Committee as representatives of the Corporation’s shareholders.

Duties and Responsibilities

External Auditor

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To recommend to the Board, for shareholder approval, an external auditor to examine the Corporation's accounts, controls and financial statements on the basis that the external auditor is accountable to the Board and the Committee as representatives of the shareholders of the Corporation.

(a) To oversee the work of the external auditor engaged for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Corporation, including the resolution of disagreements between management and the external auditor regarding financial reporting.
(b) To evaluate the audit services provided by the external auditor, pre-approve all audit fees and recommend to the Board, if necessary, the replacement of the external auditor.
(c) To pre-approve any non-audit services to be provided to the Corporation by the external auditor and the fees for those services.
(d) To obtain and review, at least annually, a written report by the external auditor setting out the auditor's internal quality-control procedures, any material issues raised by the auditor's internal quality-control reviews and the steps taken to resolve those issues.
(e) To review and approve the Corporation’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Corporation. The Committee has adopted the following guidelines regarding the hiring of any partner, employee, reviewing tax professional or other person providing audit assurance to the external auditor of the Corporation on any aspect of its certification of the Corporation's financial statements:
(f) No member of the audit team that is auditing a business of the Corporation can be hired into that business or into a position to which that business reports for a period of three years after the audit;
(i) No member of the audit team that is auditing a business of the Corporation can be hired into that business or into a position to which that business reports for a period of three years after the audit;
(ii) No former partner or employee of the external auditor may be made an officer of the Corporation or any of its subsidiaries for three years following the end of the individual's association with the external auditor;
(iii) The Chief Financial Officer (“ CFO ”) must approve all office hires from the external auditor; and
(iv) The CFO must report annually to the Committee on any hires within these guidelines during the preceding year.
(g) To review, at least annually, the relationships between the Corporation and the external auditor in order to establish the independence of the external auditor.

Financial Information and Reporting

(a) To review the Corporation's annual audited financial statements with the Chief Executive Officer (“ CEO ”) and CFO and then the full Board. The Committee will review the interim financial statements with the CEO and CFO.
(b) To review and discuss with management and the external auditor, as appropriate:
(i) The annual audited financial statements and the interim financial statements, including the accompanying management discussion and analysis; and

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(ii) Earnings guidance and other releases containing information taken from the Corporation's financial statements prior to their release.
(c) To review the quality and not just the acceptability of the Corporation's financial reporting and accounting standards and principles and any proposed material changes to them or their application.
(d) To review with the CFO any earnings guidance to be issued by the Corporation and any news release containing financial information taken from the Corporation's financial statements prior to the release of the financial statements to the public. In addition, the CFO must review with the Committee the substance of any presentations to analysts or rating agencies that contain a change in strategy or outlook.

Oversight

(a) To review the internal audit staff functions, including:
(i) The purpose, authority and organizational reporting lines;
(ii) The annual audit plan, budget and staffing; and
(iii) The appointment and compensation of the controller, if any.
(b) To review, with the CFO and others, as appropriate, the Corporation's internal system of audit controls and the results of internal audits.
(c) To review and monitor the Corporation's major financial risks and risk management policies and the steps taken by management to mitigate those risks.
(d) To meet at least annually with management (including the CFO), the internal audit staff, and the external auditor in separate executive sessions and review issues and matters of concern respecting audits and financial reporting.
(e) In connection with its review of the annual audited financial statements and interim financial statements, the Committee will also review the process for the CEO and CFO certifications (if required by law or regulation) with respect to the financial statements and the Corporation's disclosure and internal controls, including any material deficiencies or changes in those controls.

Membership

(a) The Committee shall consist solely of three or more members of the Board, the majority of which the Board has determined has no material relationship with the Corporation and is otherwise “unrelated” or “independent” as required under applicable securities rules or applicable stock exchange rules.
(b) Any member may be removed from office or replaced at any time by the Board and shall cease to be a member upon ceasing to be a director. Each member of the Committee shall hold office until the close of the next annual meeting of shareholders of the Corporation or until the member ceases to be a director, resigns or is replaced, whichever first occurs.
(c) The members of the Committee shall be entitled to receive such remuneration for acting as members of the Committee as the Board may from time to time determine.

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(d) All members of the Committee must be “financially literate” (i.e., have the ability to read and understand a set of financial statements such as a balance sheet, an income statement and a cash flow statement).

Procedures

(a) The Board shall appoint one of the directors elected to the Committee as the Chair of the Committee (the “ Chair ”). In the absence of the appointed Chair from any meeting of the Committee, the members shall elect a Chair from those in attendance to act as Chair of the meeting.
(b) The Chair will appoint a secretary (the “ Secretary ”) who will keep minutes of all meetings. The Secretary does not have to be a member of the Committee or a director and can be changed by simple notice from the Chair.
(c) No business may be transacted by the Committee except at a meeting of its members at which a quorum of the Committee is present or by resolution in writing signed by all the members of the Committee. A majority of the members of the Committee shall constitute a quorum, provided that if the number of members of the Committee is an even number, one-half of the number of members plus one shall constitute a quorum and provided that a majority of the members must be "independent" or "unrelated".
(d) The Committee will meet as many times as is necessary to carry out its responsibilities. Any member of the Committee or the external auditor may call meetings.
(e) The time and place of the meetings of the Committee, the calling of meetings and the procedure in all respects of such meetings shall be determined by the Committee, unless otherwise provided for in the articles of the Corporation or otherwise determined by resolution of the Board.
(f) The Committee shall have the resources and authority necessary to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms (including termination) of special counsel, advisors or other experts or consultants, as it deems appropriate.
(g) The Committee shall have access to any and all books and records of the Corporation necessary for the execution of the Committee's obligations and shall discuss with the CEO or the CFO such records and other matters considered appropriate.
(h) The Committee has the authority to communicate directly with the internal and external auditors.

Reports

The Committee shall produce the following reports and provide them to the Board:

(a) An annual performance evaluation of the Committee, which evaluation must compare the performance of the Committee with the requirements of this Charter. The performance evaluation should also recommend to the Board any improvements to this Charter deemed necessary or desirable by the Committee. The performance evaluation by the Committee shall be conducted in such manner as the Committee deems appropriate. The report to the Board may take the form of an oral report by the Chair or any other member of the Committee designated by the Committee to make this report.
(b) A summary of the actions taken at each Committee meeting, which shall be presented to the Board at the next Board meeting.

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Item 2: Composition of the Audit Committee

The Corporation’s audit committee is comprised of David Danziger, Roger Daher and Paul Pathak all of whom are financially literate as defined by NI 52-110.

Item 3: Relevant Education and Experience

The Instrument provides that an individual is “financially literate” if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation’s financial statements.

All current and proposed members of the Audit Committee have received relevant education in financial literacy and have been involved in enterprises which publicly report financial results, each of which requires a working understanding of, and ability to analyze and assess, financial information (including financial statements).

Further, each member has the requisite education and experience that has provided the member with:

(a) an understanding of the accounting principles used by the Corporation to prepare the Corporation's financial statements;
(b) the ability to assess the general application of the above-noted principles in connection with estimates, accruals and reserves;
(c) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Corporation's financial statements, or experience actively supervising individuals engaged in such activities; and
(d) an understanding of internal controls and procedures for financial reporting.

Item 4: Audit Committee Oversight

At no time since incorporation was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

Item 5: Reliance on Certain Exemptions

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

Item 6: Pre-Approval Policies and Procedures

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

Item 7: External Auditor Service Fees (By Category)

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

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	Since incorporation to the date of this prospectus
Audit Fees	$10,000
Audit-Related Fees	Nil
Tax Fees	Nil
All Other Fees	Nil
Total Fees:	$10,000

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

(2) “Audited related fees” include the aggregate fees billed since incorporation of the Corporation for assurance and related services by the Corporation's external auditor that are reasonably related to the performance of the audit or review of the Corporation's financial statements and are not reported under “Audit fees” above. The services provided include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

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

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

Item 8: Exemption

Since incorporation, the Corporation has not relied on any exemption set out in NI 52-110.

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.

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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.

DILUTION

Assuming the Offering is subscribed for, an investor will suffer an immediate dilution on investment of 25.0% or $0.125 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	Offering $250,000 $500,000
	$750,000
	$0.50 $0.375
	$0.125
	25.00%

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 including the following risk factors:

(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;
(d) assuming the Offering is subscribed for, an investor will suffer an immediate dilution on investment of 25.00% or $0.125 per Common Share;
(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;

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(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) neither the Exchange nor any securities regulatory authority passes upon the merits of the proposed Qualifying Transaction;
(n) in the event that management of the Corporation resides outside of Canada or the Corporation identifies a foreign business as a proposed Qualifying Transaction, investors may find it difficult or impossible to effect service or notice to commence legal proceedings upon any management resident outside of Canada or upon the foreign business and may find it difficult or impossible to enforce against such persons, judgments obtained in Canadian courts;
(o) the Qualifying Transaction may be financed in 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;
(p) subject to prior Exchange acceptance, the Corporation may be permitted to loan or advance up to an aggregate of $250,000 and 20% of its working capital to a target business without requiring shareholder approval and there can be no assurance that the Corporation will be able to recover that loan; and
(q) the Corporation is relying solely on its past business success of its directors and officers to identify a Qualifying Transaction of merit. The success of the Corporation is dependent upon the efforts and abilities of its management team. The loss of any member of the management team could have a material adverse effect upon the business and prospects of the Corporation. In such event, the Corporation will seek satisfactory replacements but there can be no guarantee that appropriate personnel may be found.

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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 Canaccord Genuity Corp., PO Box 10337, 2200-609 Granville Street, Vancouver, British Columbia V7Y 1H2. Legal counsel to the Agent is Miller Thomson 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. Paul Pathak Professional Corporation, which is a corporation controlled by Paul Pathak, a partner at Chitiz Pathak LLP, owns 200,000 Common Shares, and will own 50,000 options to purchase Common Shares on completion of the Offering, with such options having an exercise price of $0.50. Mr. Pathak’s Common Shares represent 20.00% of the issued and outstanding Common Shares prior to giving effect to the Offering, and will represent 10.00% of the issued and outstanding Common Shares on completion of the Offering. Other than those securities held by Mr. Pathak, as of the date hereof, partners and associates of Chitiz Pathak LLP do not own, directly or indirectly, in the aggregate any Common Shares. All payments made by the Corporation to Chitiz Pathak LLP will be made in compliance with the CPC Policy.

Davidson & Company LLP, auditors of the Corporation, are independent of the Corporation within the meaning of the Rules of Professional Conduct of the Institute of Chartered Accountants of Ontario.

AUDITORS, TRANSFER AGENT AND REGISTRAR

The auditors of the Corporation are Davidson & Company LLP, 1200-609 Granville St, Vancouver, BC V7Y 1G6.

The Transfer Agent and Registrar for the Common Shares of the Corporation is TSX Trust Company, 100 Adelaide Street West, Suite 300, Toronto, Ontario M5H 1S3.

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 February 4, 2021 between the Corporation and the Registrar and Transfer Agent.

(c) The CPC Escrow Agreement. See “Escrowed Securities”. (d) The Stock Option Plan. See “Options to Purchase Securities”.

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Copies of these agreements will be available for inspection at the registered office of the Corporation at Suite 700, 77 King St. West, 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 Common Shares or options to purchase Common Shares of the Corporation and 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) 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 ”), all amendments to the Tax Act and Regulations publically announced by the Minister of Finance (Canada) as of the date hereof , provided that the Common Shares are listed on a “designated stock exchange” (which includes the Exchange) or is otherwise a “public corporation” (as that term is defined in the Tax Act), the Common Shares will be qualified investments under the Tax Act and the Regulations in effect on the date hereof 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 and the Corporation is not currently a “public corporation”, as that term is defined in the Tax Act. 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 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 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.

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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

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.

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Aumento Capital VIII Corp. (A Capital Pool Company)

Financial Statements

For the Period from the Date of Incorporation (November 20, 2020) to December 31, 2020

(In Canadian Dollars)

INDEPENDENT AUDITOR’S REPORT

To the Directors of Aumento Capital VIII Corp.

Opinion

We have audited the accompanying financial statements of Aumento Capital VIII Corp. (the “Company”), which comprise the statement of financial position as at December 31, 2020, and the statements of loss and comprehensive loss, cash flows and changes in shareholders’ equity for the period from incorporation on November 20, 2020 to December 31, 2020, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2020, and its financial performance and its cash flows for the period from incorporation on November 20, 2020 to December 31, 2020 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, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained in our audit is sufficient and appropriate to provide a basis for our opinion.

Other Information

Management is responsible for the other information. The other information obtained at the date of this auditor's report includes Management’s Discussion and Analysis.

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

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

We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

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

Management is responsible for the preparation and fair presentation of the financial statements in accordance with 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 to cease operations, or has no realistic alternative but to do so.

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

Auditor's Responsibilities for the Audit of the Financial Statements

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

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

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

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

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

The engagement partner on the audit resulting in this independent auditor’s report is Erez Bahar.

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Vancouver, Canada February 4, 2021

Chartered Professional Accountants

Aumento Capital VIII Corp. Statement of Financial Position (in Canadian Dollars)

As at December 31,	2020
Assets Cash held in trust $	250,000
$	250,000
Liabilities Accrued liabilities $	4,261
Shareholders' Equity Share capital (Note 3) Accumulated Deficit	247,500 (1,761)
	245,739
$	250,000

Subsequent Events (Note 6)

Approved by the Board	David Danziger Director(Signed)	Paul Pathak
		Director(Signed)

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

Aumento Capital VIII Corp. Statement of Loss and Comprehensive Loss For the Period from the Date of Incorporation (November 20, 2020) to December 31, 2020 (in Canadian Dollars)

Expenses Professional fees $	1,761
Net loss and comprehensive loss for theperiod	(1,761)
Net lossper share – basic and diluted $	-
Weighted average shares outstanding- basic and diluted	-

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

Aumento Capital VIII Corp. Statement of Changes in Cash Flows For the Period from the Date of Incorporation (November 20, 2020) to December 31, 2020 (in Canadian Dollars)

Cash provided by (used in)
Operating
Net loss for the period	$	(1,761)
Change in accrued liabilities		4,261
Cash provided by operating activities		2,500
Financing
Share subscription, net of issuance costs		247,500
Cash provided by financing activities		247,500
Net change in cash		250,000
Cash, end ofperiod	$	250,000

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

Aumento Capital VIII Corp. Statement of Changes in Shareholders’ Equity For the Period from the Date of Incorporation (November 20, 2020) to December 31, 2020 (in Canadian Dollars)

	Number		Share		Accumulated		Shareholders’
	of Shares		Capital		Deficit		Equity
Common shares issued (Note 3)	1,000,000	$	250,000	$	-	$	250,000
Share issuance costs	-		(2,500)		-		(2,500)
Net loss for the period	-		-		(1,761)		(1,761)
Balance, December 31, 2020	1,000,000	$	247,500	$	(1,761)	$	245,739

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

Aumento Capital VIII Corp. Notes to the Financial Statements For the Period from the Date of Incorporation (November 20, 2020) to December 31, 2020 (in Canadian Dollars)

1. INCORPORATION AND NATURE OF BUSINESS

Aumento Capital VIII Corp. (the "Corporation") was incorporated under the Ontario Business Corporations Act on November 20, 2020 and is in the process of applying for status as a Capital Pool Company as defined in the Policy 2.4 of the TSX Venture Exchange (the “Exchange”) Corporate Finance Manual (the “Manual”). The principal business of the Corporation will be the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction ("QT"). The Corporation has not commenced commercial operations and has no assets other than cash held in trust. Given the nature of the activities, no separate segmented information is reported. The Corporation’s continuing operations, as intended, are dependent on its ability to secure equity financing with which it intends to identify and evaluate potential acquisitions of businesses, and once identified and evaluated, to negotiate an acquisition thereof or participation therein subject to receipt of regulatory and, if required, shareholders’ approval.

The proceeds raised from the issuance of share capital may only be used to identify and evaluate assets or businesses for future investment, with the exception that up to $3,000 per month may be used for reasonable general and administrative expenses of the Corporation. These restrictions apply until completion of a QT by the Corporation as defined under the policies of the Exchange Policy 2.4.

The head office and the registered head office of the Corporation is located at 77 King Street West, Suite 700, Toronto, Ontario, M5K 1G8.

On February 4, 2021 the Board of Directors approved the financial statements for the period from the Date of Incorporation (November 20, 2020) to December 31, 2020.

The global outbreak of COVID-19 (coronavirus) has had a significant impact on businesses through the restrictions put in place by the Canadian, provincial and municipal governments regarding travel, business operations and isolation/quarantine orders. At this time, it is unknown the extent of the impact the COVID-19 outbreak may have on the Corporation as this will depend on future developments that are highly uncertain and that cannot be predicted with confidence. These uncertainties arise from the inability to predict the ultimate geographic spread of the disease, and the duration of the outbreak, including the duration of travel restrictions, business closures or disruptions, and quarantine/isolation measures that are currently, or may be put, in place by Canada and other countries to fight the virus.

2. SIGNIFICANT ACCOUNTING POLICIES

Statement of Compliance

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

Basis of Presentation

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

Aumento Capital VIII Corp. Notes to the Financial Statements For the Period from the Date of Incorporation (November 20, 2020) to December 31, 2020 (in Canadian Dollars)

2. SIGNIFICANT ACCOUNTING POLICIES – continued

Financial Instruments

Recognition

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

Classification

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

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

The Corporation has implemented the following classifications:

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

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

Measurement

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

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

Aumento Capital VIII Corp. Notes to the Financial Statements For the Period from the Date of Incorporation (November 20, 2020) to December 31, 2020 (in Canadian Dollars)

2. SIGNIFICANT ACCOUNTING POLICIES – continued

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

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

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

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

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

Income Taxes

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the end of the reporting period. Current tax assets and current tax liabilities are only offset if a legally enforceable right exists to set off the amounts, and the intention is to settle on a net basis, or to realize the asset and settle the liability simultaneously. Current income tax relating to items recognized directly in equity is recognized in equity and not in the statement of operations and comprehensive income.

Deferred income tax is provided using the balance sheet method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are recognized for all taxable temporary differences and deferred income tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and unused tax losses. Deferred tax assets and liabilities are measured using substantively enacted tax rates expected to be recovered or settled. Deferred tax assets are recognized to the extent that realization of such benefits is probable.

Estimates

The preparation of financial statements in conformity with IFRS accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates used in the financial statements.

Aumento Capital VIII Corp. Notes to the Financial Statements For the Period from the Date of Incorporation (November 20, 2020) to December 31, 2020 (in Canadian Dollars)

3. SHARE CAPITAL

Authorized - Unlimited common shares

Balance, November 20, 2020	$	Nil
1,000,000 common shares issued	$	250,000
Cost of issuance		(2,500)
Balance, December 31, 2020	$	247,500

Escrowed Shares

During the period ended December 31, 2020, the Corporation issued 1,000,000 common shares at $0.25 per share for gross proceeds of $250,000. Share issuance costs of $2,500 were associated with this issuance.

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

1,000,000 issued and outstanding common shares will be held in escrow pursuant to the requirements of the Exchange.

Options

Options may be granted for a maximum term of ten years from the date of the grant. They are nontransferable and are exercisable as determined by the Directors when the option is granted. Options expire within 12 months of termination of employment or holding office as director or officer of the Corporation and, in the case of death, expire within a maximum period of one year after such death, subject to the expiry date of the option.

Any shares issued upon exercise of the options prior to the Corporation entering into a Qualifying Transaction will be subject to escrow restrictions.

The stock option plan is subject to regulatory approval.

No options have been granted or are outstanding as at December 31, 2020.

Aumento Capital VIII Corp. Notes to the Financial Statements For the Period from the Date of Incorporation (November 20, 2020) to December 31, 2020 (in Canadian Dollars)

4. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

Capital Management

The Corporation's objective when managing capital is to maintain its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders. The Corporation includes equity, comprised of share capital and accumulated deficit, in the definition of capital.

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

Risk Disclosures and Fair Values

The Corporation's financial instruments, consisting of cash held in trust and accrued liabilities approximate fair value due to the relatively short-term maturity of the instruments. It is management’s opinion that the Corporation is not exposed to significant interest, currency or credit risks arising from these financial instruments.

5. RELATED PARTY TRANSACTIONS

During the period from the date of incorporation (November 20, 2020) to December 31, 2020, the Corporation incurred legal fees of $1,761 and share issuance costs of $2,500 for services provided by a law firm whose partner is a director of the Corporation. As at December 31, 2020, $4,261 is included in accrued liabilities for these services.

There were no other transactions with related parties and no remuneration was paid to key management personnel from the date of incorporation (November 20, 2020) to December 31, 2020.

Aumento Capital VIII Corp. Notes to the Financial Statements For the Period from the Date of Incorporation (November 20, 2020) to December 31, 2020 (in Canadian Dollars)

6. SUBSEQUENT EVENTS

Filing of Prospectus and Initial Public Offering

The Corporation intends to file a prospectus to offer to sell and issue 1,000,000 Common Shares of the Corporation (the “Offering”) at a price of $0.50 per Common Share (the “Offering Price”) for total gross proceeds to the Corporation of $500,000.

The Corporation has entered into an agreement with Canaccord Genuity Corp. (the “Agent”) to raise gross proceeds of $500,000 in connection with Offering. The Corporation will pay a commission of 10% of gross proceeds to the Agent and will grant the Agent the option to purchase common shares equal to 10% of the total number of Common Shares sold as part of the Offering at an exercise price of $0.50 per share for a period ending sixty months from the date the Offering is completed. The Corporation is also required to pay an administration fee and will reimburse the Agent for legal fees and other reasonable expenses incurred pursuant to the Offering.

The Corporation intends to enter into stock option agreements at the closing of the offering, granting stock options to officers and directors to collectively acquire up to 10% of issued and outstanding Common shares following the Offering at exercisable at $0.50 per share and expiring five years from the date of grant.

CERTIFICATE OF THE CORPORATION

February 4, 2021

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

(signed) “ Roger Daher ” Roger Daher Chief Executive Officer, Chief Financial Officer, Secretary, and Director

ON BEHALF OF THE BOARD

(signed) “ David Danziger ” (signed) “ Paul Pathak ” David Danziger Paul Pathak Director Director

00454289-2

00436287-8

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CERTIFICATE OF THE AGENT

February 4, 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, and Ontario and the regulations thereunder.

CANACCORD GENUITY CORP.

Per: (signed) “ Frank Sullivan ” Name: Frank Sullivan Title: Vice-President, Sponsorship, Investment Banking

00454289-2

00436287-8

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Eddy Smart Home Solutions Ltd. — Capital/Financing Update 2021

48019_rns_2021-02-04_052b7554-fed8-4409-b3be-b2d901ef3479.PDF

PROSPECTUS

February 4, 2021

Market for Securities

Risk Factors

Maximum Investment

Receipt of Subscriptions

CANACCORD GENUITY CORP.

TABLE OF CONTENTS

GLOSSARY OF TERMS

Board

SUMMARY OF PROSPECTUS

THE CORPORATION

BUSINESS OF THE CORPORATION

Preliminary Expenses

Proposed Operations until Completion of a Qualifying Transaction

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

Offering

Permitted Use of Funds

Prohibited Payments to Non-Arm’s Length Parties

Private Placements for Cash

Finder’s Fees

PLAN OF DISTRIBUTION

The Agent and the Agent’s Compensation

Commercially Reasonable Efforts Offering and Minimum Distribution

Other Securities to be Distributed

Determination of Price

Listing Application

Subscription by and Restrictions on the Agent

Venture Issuers

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

PRINCIPAL SHAREHOLDERS

DIRECTORS, OFFICERS AND PROMOTERS

David Danziger – Director

Roger Daher – Chief Executive Officer, Chief Financial Officer, Secretary, and Director

Paul Pathak –Director

Other Reporting Issuer Experience

Corporate Cease Trade Orders or Bankruptcies

Penalties or Sanctions

Personal Bankruptcies

Conflicts of Interest

Audit Committee

Item 1: The Audit Committee Charter

Oversight

Membership

Procedures

Reports

Item 2: Composition of the Audit Committee

Item 3: Relevant Education and Experience

Item 4: Audit Committee Oversight

Item 5: Reliance on Certain Exemptions

Item 6: Pre-Approval Policies and Procedures

Item 7: External Auditor Service Fees (By Category)

Item 8: Exemption

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

Eddy Smart Home Solutions Ltd. Capital/Financing Update 2021