Eguana Technologies Inc.

DocuSign Envelope ID: 42047EEA-E13D-4188-AB08-A4E99B0BC7D8

A copy of this preliminary short form prospectus has been filed with the securities regulatory authorities in Alberta, British Columbia, Manitoba, New Brunswick, Nova Scotia and Ontario but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary short form prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the short form prospectus is obtained from the securities regulatory authorities. See “Plan of Distribution”.

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

This short form prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. These securities have not been and will not be registered under the United States Securities Act of 1933, as amended, (the “U.S. Securities Act”) or any securities laws of any state of the United States (as such term is defined in Regulation S under the U.S. Securities Act). Accordingly, except as permitted under the Agency Agreement (as defined below), these securities may not be offered, sold or delivered, directly or indirectly, within the United States unless registered under the U.S. Securities Act and any applicable securities laws of any state of the United States or unless an exemption from such registration requirements is available. This short form prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby within the United States. See “Plan of Distribution”.

Information has been incorporated by reference in this short form prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Chief Financial Officer of Eguana Technologies Inc. at 6143 – 4[th] street SE, Unit 3, Calgary, Alberta T2H 2H9, telephone (403) 508-7177 , and are also available electronically at www.sedar.com.

PRELIMINARY SHORT FORM PROSPECTUS

New Issue

April 26, 2021

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50,000,000 Special Warrant Shares Issuable upon exercise of 50,000,000 Special Warrants

This short form prospectus (the “ Prospectus ”) is being filed by Eguana Technologies Inc. (“ Eguana ” or the “ Company ”) to qualify the distribution of 50,000,000 common shares (each, a “ Special Warrant Share ” and collectively, the “ Special Warrant Shares ”) of the Company issuable upon the exercise or deemed exercise of 50,000,000 special warrants (each, a “ Special Warrant ” and collectively, the “ Special Warrants ”) previously issued on February 25, 2021 (the “ Closing Date ”). The Special Warrants were issued pursuant to the terms of a special warrant indenture dated as of February 25, 2021 (the “ Special Warrant Indenture ”) between the Company and TSX Trust Company, as special warrant agent (the “ Special Warrant Agent ”). The Special Warrants were issued to purchasers resident in each of Alberta, British Columbia, Manitoba, New Brunswick and Ontario, and outside of Canada, pursuant to prospectus exemptions under applicable securities legislation (the “ Offering ”) on a best-efforts private placement basis at a price of $0.40 per Special Warrant (the “ Offering Price ”) pursuant to the terms of an agency agreement dated February 25, 2021 (the “ Agency Agreement ”) among the Company, Stifel Nicolaus Canada Inc. (“ Stifel GMP ”) and Cormark Securities Inc. (“ Cormark ” and together with Stifel GMP, the “ Lead Agents ”) and Research Capital Corporation (“ Research Capital ” and together with the Lead Agents, the “ Agents ”).

The Special Warrants are not available for purchase pursuant to the Prospectus and no additional funds are to be received by the Company from the distribution of the Special Warrant Shares upon deemed exercise of the Special Warrants.

The Company is a corporation existing under the Business Corporations Act (Alberta). The outstanding common shares (each, a “ Common Share ” and collectively, the “ Common Shares ”) in the capital of the Company are listed and posted for trading on the TSX Venture Exchange (the “ TSXV ”) under the symbol “EGT”. The Common Shares are also listed for trading under the symbol “EGTYF” on the OTCQB Market

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On February 7, 2021, the last trading day prior to the announcement of the Offering, the closing price of the Common Shares on the TSXV was $0.40. On April 23, 2021, the last trading day prior to the date of filing the Prospectus, the closing price of the Common Shares on the TSXV was $0.445. The Offering Price was determined by negotiation between the Company and Stifel GMP on behalf of the Agents. See “Plan of Distribution” .

The TSXV has conditionally approved the listing of the Special Warrant Shares distributed under the Prospectus on the TSXV.

Per Offered Special Warrant Total	Price to the Public $0.40 $20,000,000	Agents’ Fee(1)(2) $0.028 $1,400,000	Net Proceeds to the Company(3)(4)
			$0.372 $18,600,000

Notes:

(1) In consideration for the services rendered by the Agents in connection with the Offering, the Company paid to the Agents a cash commission (the “ Agents’ Fee ”) equal to 7.0% of the aggregate gross proceeds of subscriptions for Special Warrants.
(2) The Company also issued to the Agents broker special warrants (each, a “ Broker Special Warrant ” and collectively, the “ Broker Special Warrants ”) equal to 7.0% of the number of Special Warrants issued to purchasers, representing 3,500,000 Broker Special Warrants. Each Broker Special Warrant shall be automatically exercised, without payment of additional consideration, into one broker warrant (each, a “ Broker Warrant ” and collectively, the “ Broker Warrants ”) on the Qualification Date (as defined below). Each such Broker Warrant shall entitle the holder thereof to acquire one Common Share (each, a “ Broker Warrant Share ”) at the Offering Price for a period of two years from the Closing Date. The Prospectus qualifies the distribution of any Broker Warrants upon the automatic exercise of the Broker Special Warrants.
(3) After deducting the Agents’ Fee, but before deducting the expenses of the Offering, including the preparation and filing of the Prospectus, which expenses are estimated to be $350,000 and have been or will be paid from the net proceeds of the Offering.
(4) The distribution of the Special Warrant Shares upon the exercise or deemed exercise of the Special Warrants will not result in any proceeds being received by the Company.

Each Special Warrant entitles the holder thereof to receive, upon exercise or deemed exercise, one Special Warrant Share at no additional consideration. Each Special Warrant shall be voluntarily exercisable at any time for no additional consideration by any holder thereof by providing written notice to the Special Warrant Agent of such exercise. To the extent that any Special Warrants remain unexercised, each such Special Warrant shall be automatically exercised (without any further action on the part of the holder thereof) on the date (the “ Qualification Date ”) that is the earlier of: (i) the third business day after the Prospectus Qualification (as defined below); and (ii) 4:59 p.m. (Toronto time) on June 26, 2021 (the “ Deemed Exercise Date ”). The Company has agreed to use commercially reasonable efforts to obtain a receipt for a final short form prospectus qualifying the distribution of the Special Warrant Shares issuable upon exercise of the Special Warrants (the “ Prospectus Qualification ”) by 4:59 p.m. (Toronto time) on or before May 26, 2021 (the “ Qualification Deadline ”). If the Qualification Date does not occur before the Qualification Deadline, each holder of a Special Warrant shall be entitled to receive, without payment of additional consideration, 1.1 Special Warrant Shares per Special Warrant (in lieu of 1.0 Special Warrant Shares per Special Warrant) upon the exercise or deemed exercise of the Special Warrants (the additional 0.1 of a Common Share to be issued upon the deemed exercise of each Special Warrant after the Qualification Deadline are collectively referred to as the “ Additional Shares ”). The Prospectus qualifies the distribution of any Additional Shares upon the exercise or deemed exercise of the Special Warrants.

In the event that a holder of Special Warrants voluntarily exercises such securities prior to the Qualification Date, the Special Warrant Shares issued upon exercise of such Special Warrants will be subject to statutory hold periods under applicable securities legislation and shall bear such legends as required by securities laws.

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The Company is neither a “connected issuer” nor a “related issuer” of the Agents as defined in National Instrument 33‐ 105 – Underwriting Conflicts . The following table sets out the securities issuable to the Agents:

Agents’ Position	Number of securities available	Exercise period	Exercise price
Broker Special Warrants(1)	3,500,000 Broker Warrants	February 25, 2023	$0.40 per Broker Warrant

Notes:

(1) Each Broker Special Warrant shall be automatically exercised, without payment of additional consideration, into one Broker Warrant on the Qualification Date. Each Broker Warrant shall entitle the holder thereof to receive one Broker Warrant Share of the Company at the Offering Price, exercisable for a term of two years from the Closing Date. See “Plan of Distribution” .

Certain legal matters in connection with the Offering have been reviewed on behalf of the Company by Minden Gross LLP and on behalf of the Agents by Stikeman Elliott LLP.

On the Closing Date, the Company deposited the Special Warrants issued pursuant to the Offering (other than Special Warrants issued to purchasers on the President’s List) with CDS Clearing and Depository Services Inc. (“ CDS ”) in electronic non-certificated form. Special Warrant Shares to be issued upon deemed exercise of the Special Warrants issued to such purchasers will also be electronically held by CDS and such purchasers will not receive a definitive certificate representing the Special Warrant Shares. All other holders of Special Warrants were issued directly electronically registered Special Warrants registered in the system maintained by the Special Warrant Agent for that purpose, and notified by delivery of an advice of such position (“ DRS Advices ”) for their Special Warrants. It is anticipated that Special Warrant Shares issued to such holders upon deemed exercise of the Special Warrants held by them will be similarly directly electronically registered in the system maintained by the Special Warrant Agent for that purpose, and DRS Advices will be issued to such holders notifying them of their directly electronically registered position. See “Plan of Distribution” .

Some directors of the Company reside outside of Canada. The persons named below have appointed the following agent for service of process:

Name of Person	Name and Address of Agent
George W. Powlick	Minden Gross LLP 145 King Street West, Suite 2200 Toronto, Ontario M5H 4G2
GregoryNelson

Holders of Special Warrants are advised that it may not be possible to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process.

The Company’s head office and registered office is located at 6143 – 4[th] street SE, Unit 3, Calgary, Alberta T2H 2H9.

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GLOSSARY OF DEFINED TERMS ............................................................................................. 5 GENERAL MATTERS .................................................................................................................. 8 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ...................... 8 FINANCIAL INFORMATION ...................................................................................................... 9 ELIGIBILITY FOR INVESTMENT .............................................................................................. 9 DOCUMENTS INCORPORATED BY REFERENCE ............................................................... 10 THE COMPANY .......................................................................................................................... 12 CONSOLIDATED CAPITALIZATION...................................................................................... 13 USE OF PROCEEDS ................................................................................................................... 14 PLAN OF DISTRIBUTION ......................................................................................................... 15 DESCRIPTION OF SECURITIES BEING DISTRIBUTED ...................................................... 18 PRIOR SALES.............................................................................................................................. 19 TRADING PRICE AND VOLUME ............................................................................................ 21 RISK FACTORS .......................................................................................................................... 21 INTEREST OF EXPERTS ........................................................................................................... 22 STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION ........................................... 22 CONTRACTUAL RIGHT OF RESCISSION.............................................................................. 22 CERTIFICATE OF THE COMPANY ....................................................................................... C-1 CERTIFICATE OF THE AGENTS ........................................................................................... C-2

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GLOSSARY OF DEFINED TERMS

“ Additional Share ” means the additional 0.1 of a Common Share to be issued per Special Warrant upon the deemed exercise of each Special Warrant after the Qualification Deadline;

“ Agency Agreement ” means the agency agreement dated as of the Closing Date between the Company and the Agents whereby the Agents acted as agents for the Offering on a best efforts private placement basis;

“ Agents ” means, collectively, Stifel GMP, Cormark and Research Capital;

“ Agents’ Fee ” means a fee equal to 7.0% of the aggregate gross proceeds of subscriptions for Special Warrants;

“ Annual Information Form ” means the annual information form of the Company dated April 8, 2021, for the financial year ended September 30, 2020;

“ Annual MD&A ” means management’s discussion and analysis of the Company for the financial year ended September 30, 2020;

“ Audited Annual Financial Statements ” means the audited annual financial statements of the Company for the year ended September 30, 2020, together with the auditor’s report thereon and the notes thereto;

“ Broker Special Warrants ” means the broker special warrants issued to the Agents on the Closing Date equal to 7.0% of the number of Special Warrants sold in the Offering;

“ Broker Warrant Share ” means one Common Share issued upon exercise of one Broker Warrant;

“ Broker Warrants ” means the broker warrants issued to the Agents upon the automatic exercise of the Broker Special Warrants on the Qualification Date;

“ CD Debentures ” means the 10.0% unsecured convertible debentures at a price of $1,000 per unsecured convertible debenture issued by the Company;

“ CDS ” means CDS Clearing and Depository Services Inc.;

“ Circular ” means the management information circular of the Company dated August 25, 2020 prepared in connection with the annual general and special meeting of shareholders of the Company held on October 8, 2020;

“ Closing Date ” means February 25, 2021;

“ Common Shares ” means fully paid and non-assessable common shares in the capital of the Company as presently constituted;

“ Company ” or “ Eguana ” means Eguana Technologies Inc., and where applicable, its subsidiaries;

“ Controlling Individual ” has the meaning ascribed thereto in “ Eligibility for Investment ”;

“ Cormark ” means Cormark Securities Inc.;

“ Deemed Exercise Date ” means 4:59 p.m. (Toronto time) on the date which is four months and a day following the Closing Date, being June 26, 2021;

“ DRS ” means the Direct Registration System maintained by the Special Warrant Agent, in the case of the Special Warrants or the Company’s transfer agent, in the case of the Common Shares;

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“ DRS Advice ” means the notification produced by the DRS respecting ownership of the Special Warrants or Common Shares, as the case may be;

“ First Preferred Shares ” means the preferred shares in the capital of the Company issuable in series;

“ Interim Financial Statements ” means the interim financial statements of the Company for the three-months ended December 31, 2020;

“ Interim MD&A ” means management’s discussion and analysis of the Company for the three-months ended December 31, 2020;

“ ITOCHU ” means the ITOCHU Corporation;

“ ITOCHU Debentures ” means the 5,000 unsecured convertible debentures at a price of $1,000 per debenture issued by the Company to ITOCHU;

“ ITOCHU Warrant ” has the meaning ascribed thereto in “ Consolidated Capitalization ”;

“ Lead Agents ” means Stifel GMP and Cormark;

“ Lock-up Period ” has the meaning ascribed thereto in “ Plan of Distribution ”;

“ Locked-Up Persons ” has the meaning ascribed thereto in “ Plan of Distribution ”;

“ Locked-Up Securities ” has the meaning ascribed thereto in “ Plan of Distribution ”;

“ LP Units ” means the class F limited partnership units of the Partnership;

“ Offering ” means the offering by the Company of Special Warrants to purchasers resident in each of Alberta, British Columbia, Manitoba, New Brunswick and Ontario on a best efforts private placement pursuant to prospectus exemptions under applicable securities legislation;

“ Offering Price ” means $0.40 per Special Warrant;

“ Options ” means options of the Company exercisable into Common Shares;

“ Partnership ” means EGT Markets Limited Partnership;

“ President’s List ” means those subscribers for Special Warrants introduced to the Offering directly by the Company;

“ Prospectus ” means this short form prospectus dated the date hereof;

“ Prospectus Qualification ” means the qualification of the distribution of the Special Warrant Shares issuable upon exercise of the Special Warrants pursuant to a receipt for a final short form prospectus;

“ Qualification Date ” means the earlier of: (i) the third business day after the Prospectus Qualification; and (ii) 4:59 p.m. (Toronto time) on June 26, 2021;

“ Qualification Deadline ” means 4:59 p.m. (Toronto time) on May 26, 2021;

“ Research Capital ” means Research Capital Corporation;

“ Registered Plan ” has the meaning ascribed thereto in “ Eligibility for Investment ”;

“ RTM ” means RTM Holdings Inc.;

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“ SEDAR ” means the System for Electronic Document Analysis and Retrieval;

“ SES ” means Sustainable Energy Systems Inc.;

“ SET ” means Sustainable Energy Technologies Ltd.;

“ Special Warrant ” means the special warrants issued by the Company on February 25, 2021 pursuant to the terms of the Special Warrant Indenture;

“ Special Warrant Agent ” means TSX Trust Company in its capacity as special warrant agent under the Special Warrant Indenture;

“ Special Warrant Indenture ” means the special warrant indenture dated February 25, 2021 between the Company and TSX Trust Company, as Special Warrant Agent;

“ Special Warrant Shares ” means the Common Shares qualified for distribution under the Prospectus;

“ Stifel GMP ” means Stifel Nicolaus Canada Inc.;

“ Tax Act ” has the meaning ascribed thereto in “ Eligibility for Investment ”;

“ TSXV ” means the TSX Venture Exchange;

“ Unit ” has the meaning ascribed thereto in “ Consolidated Capitalization ”;

“ U.S. Securities Act ” means the United States Securities Act of 1933 , as amended; and

“ Warrants ” means common share purchase warrants of the Company exercisable into Common Shares.

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GENERAL MATTERS

Unless the context otherwise requires, references to “management” in the Prospectus means the persons acting in the capacities of the Company’s Chief Executive Officer and Chief Financial Officer. Any statements in the Prospectus or incorporated by reference herein made by or on behalf of management are made in such persons’ capacities as officers of the Company and not in their personal capacities.

Readers should rely only on information contained or incorporated by reference in the Prospectus. The Company has not authorized anyone to provide the reader with information different from that contained or incorporated by reference in the Prospectus. The Company is not making an offer of these securities in any jurisdiction where the offer is not permitted. Readers should not assume that the information contained or incorporated by reference in the Prospectus is accurate as of any date other than the date on the front of the Prospectus or the respective dates of the documents incorporated by reference herein. The Company does not undertake to update the information contained or incorporated by reference herein, except as required by applicable securities laws.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The Prospectus and all documents incorporated by reference herein contain “forward looking statements” or “forwardlooking information” within the meaning of applicable securities legislation. Forward- looking information is provided as of the date of the Prospectus and the Company does not intend, and does not assume any obligation, to update this forward-looking information, except as required by applicable securities law.

In some cases, these forward-looking statements can be identified by words or phrases such as “may”, “believe”, “expects”, “will”, “intends”, “projects”, “anticipates”, “estimates”, “continues”, “plan”, “believe”, “aim”, “seek” or the negative of these terms, or other similar expressions intended to identify forward-looking statements. The Company has based these forward-looking statements on current expectations and projections about future events and financial trends that they believe may affect the Company’s financial condition, results of operations, business strategy and financial needs, as the case may be.

Forward-looking statements are based on certain key assumptions and analyses made by the Company in light of its experience and perception of historical trends, current conditions and expected future developments and other factors the Company believes are appropriate, and are subject to risks and uncertainties. Such assumptions include, among others:

the performance of Eguana's businesses, including current business and economic trends;
capital expenditure programs and other expenditures by Eguana and its customers;
Eguana’s ability to retain and hire qualified personnel;
Eguana’s ability to obtain parts, consumables, equipment, technology and supplies in a timely manner to carry out its activities;
risks associated with international operations such as political, economic and other uncertainties;
Eguana’s ability to maintain good working relationships with key suppliers;
Eguana’s ability to market its services and products successfully to existing and new customers;
Eguana’s ability to raise additional capital in a timely manner on acceptable terms;
currency exchange and interest rates;
changes under governmental regulatory regimes and tax, environmental and other laws in Canada, the United States and globally;
fluctuations in market value for energy storage power conversion;
changes to the Company’s leadership position with regards to residential storage technology;
Eguana’s ability to achieve business objectives and milestones;

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uncertainty in Eguana’s ability to develop relationships with other companies;
the uncertainty surrounding the spread of COVID-19 and the impact it will have on the Company’s operations and economic activity in general;
Eguana’s ability to implement its growth strategy; and
a stable competitive environment.

Although management believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. Given these risks, uncertainties and assumptions, shareholders and prospective purchasers of the Company’s securities should not place undue reliance on these forward-looking statements.

The above list of forward-looking statements is not exhaustive and whether actual results, performance or achievements will conform to the Company’s expectations and predictions is subject to a number of known and unknown risks, uncertainties, assumptions and other factors, including those listed factors discussed in the sections entitled “ Risk Factors ” in the Prospectus and in the Company’s Annual Information Form (as defined below) which is incorporated by reference herein.

Forward-looking information in the Prospectus includes, among other things, disclosure regarding:

Eguana’s ability to develop, introduce and implement new products as well as enhancements or improvements for existing products that respond, in a timely fashion, to market demand and rapid technological change;
anticipated costs and timelines to achieve goals, such as those necessary to achieve the planned expansions of products and production capabilities;
Eguana’s ability to sell products on favorable terms, as well as the desirability of Eguana’s current and future products;
the achievement of, as well as receipt of the anticipated benefits of, Eguana’s long term business objectives such as product development and research and development improvements;
the receipt, in a timely manner, of regulatory and other required approvals and clearances for the Prospectus;
the use of the net proceeds of the Offering;
Eguana’s future outlook; and
the issuance of the Special Warrant Shares pursuant to the Offering.

Forward-looking information has also been incorporated by reference through the Annual Information Form. Other documents incorporated by reference, such as the Audited Annual Financial Statements and Annual MD&A, include forward-looking information with respect to, among other things, the Company’s corporate development and strategy.

FINANCIAL INFORMATION

The financial statements of the Company incorporated by reference in the Prospectus have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and are reported in Canadian dollars.

All currency amounts in the Prospectus are expressed in Canadian dollars, unless otherwise indicated. References to “US$” are to United States dollars. On April 23, 2021, the rate of exchange for the United States dollar in terms of Canadian dollars, as quoted by the Bank of Canada, was US$1.00 = C$1.2489.

ELIGIBILITY FOR INVESTMENT

In the opinion of Minden Gross LLP, counsel to the Company, and Stikeman Elliott LLP, counsel to the Agents, based on the current provisions of the Income Tax Act (Canada) and the regulations thereunder (collectively, the “ Tax Act ”),

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in force as of the date hereof, the Special Warrant Shares acquired pursuant to the exercise or deemed exercise of the Special Warrants, if issued on the date hereof, would be qualified investments for a trust governed by a “registered retirement savings plan”, “registered retirement income fund”, “registered education savings plan”, “registered disability savings plan” or “tax-free savings account”, as those terms are defined in the Tax Act (collectively referred to as “ Registered Plans ”) or a “deferred profit sharing plan” (as defined in the Tax Act), provided that the Special Warrant Shares are listed on a “designated stock exchange” as defined in the Tax Act (which currently includes Tier 1 and Tier 2 of the TSXV) or the Company qualifies as a “public corporation” other than a “mortgage investment corporation” (as each such term is defined in the Tax Act).

Notwithstanding the foregoing, the holder or subscriber of, or an annuitant under, a Registered Plan, as the case may be, (the “ Controlling Individual ”) will be subject to a penalty tax in respect of the Special Warrant Shares held in the Registered Plan if such securities are a “prohibited investment” (as defined in the Tax Act) for the particular Registered Plan. A Special Warrant Share generally will not be a “prohibited investment” for a Registered Plan if the Controlling Individual (i) deals at arm’s length with the Company for the purposes of the Tax Act and (ii) does not have a “significant interest” (within the meaning of the Tax Act) in the Company. However, the Special Warrant Shares will generally not be a “prohibited investment” if such securities are “excluded property” (within the meaning of the Tax Act) for the Registered Plan.

Controlling Individuals should consult their own tax advisors as to whether the Special Warrant Shares will be a prohibited investment in their particular circumstances. Purchasers who hold or intend to hold the Special Warrant Shares in a Registered Plan should consult their own tax advisors as to whether such securities will be a “prohibited investment” in their particular circumstances, including with respect to whether such securities would be “excluded property” in their particular circumstances.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in the Prospectus from documents filed with the securities commissions or similar authorities in Alberta, British Columbia, Manitoba, Nova Scotia, New Brunswick and Ontario. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of Eguana at 6143 – 4th street SE, Unit 3, Calgary, Alberta T2H 2H9, and are also available electronically at www.sedar.com. The filings of the Company through the System for Electronic Document Analysis and Retrieval (“ SEDAR ”) are not incorporated by reference in the Prospectus except as specifically set out herein.

The following documents, filed by the Company with the securities commissions or similar authorities in Alberta, British Columbia, Manitoba, Nova Scotia, New Brunswick and Ontario, are specifically incorporated by reference into, and form an integral part of, the Prospectus:

(a) the annual information form (the “ Annual Information Form ”) of the Company dated April 8, 2021, for the financial year ended September 30, 2020;
(b) the audited annual financial statements of the Company for the year ended September 30, 2020, together with the auditor’s report thereon and the notes thereto (the “ Audited Annual Financial Statements ”);
(c) management’s discussion and analysis of the Company for the financial year ended September 30, 2020 (the “ Annual MD&A ”);
(d) the interim financial statements of the Company for the three-months ended December 31, 2020 (the “ Interim Financial Statements ”);
(e) management’s discussion and analysis of the Company for the three-months ended December 31, 2020 (the “ Interim MD&A ”);

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(f) the management information circular of the Company dated August 25, 2020 prepared in connection with the annual general and special meeting of shareholders of the Company held on October 8, 2020 (the “ Circular ”);
(g) the material change report of the Company dated November 5, 2020 regarding the closing of a brokered private placement of 1,150 limited partnership units (each, an “ LP Unit ”, and together the “ LP Units ”) of EGT Markets Limited Partnership (the “ Partnership ”);
(h) the material change report of the Company dated November 17, 2020 regarding the closing of a brokered private placement of 10,000,000 Common Shares;
(i) the material change report of the Company dated February 18, 2021 regarding the announcement of the Offering;
(j) the material change report of the Company dated February 22, 2021 regarding the conversion of the principal amount outstanding under the Company’s 10.0% unsecured convertible debentures, issued in connection with the Company’s private placements on June 21 and August 8, 2019, into Common Shares at a price of $0.15 per Common Share and the conversion of 1,150 Class F limited partnership units in the Partnership into 7,665,900 Common Shares;
(k) the material change report of the Company dated February 25, 2021 regarding the announcement of the closing of the Offering;
(l) the material change report of the Company dated March 15, 2021 regarding the issuance of 115,818 Common Shares as part of debt settlement agreements to settle interest payments due pursuant to certain convertible debentures of the Company;
(m) the material change report of the Company dated April 7, 2021 regarding the issuance of 4,588 Common Shares as part of debt settlement agreements to settle interest payments due pursuant to certain convertible debentures of the Company; and
(n) the material change report of the Company dated April 8, 2021 regarding the issuance of 590,345 Common Shares as part of a debt settlement agreement to settle interest payments due pursuant to certain convertible debentures of the Company.

Any document of the type referred to in section 11.1 of Form 44-101F1 – Short Form Prospectus , if filed by the Company after the date of the Prospectus and prior to the distribution of the Special Warrant Shares, shall be deemed to be incorporated by reference in the Prospectus.

Any statement contained in the Prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded, for purposes of the Prospectus, to the extent that a statement contained herein or in any other subsequently filed document that also is, or is deemed to be, incorporated by reference herein modifies, replaces or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of the Prospectus. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes.

The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

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THE COMPANY

Corporate Structure

Eguana was incorporated on November 4, 1996, pursuant to the Business Corporations Act (Alberta) under the name 715243 Alberta Ltd. and changed its name to RTM Holdings Inc. (“ RTM ”) on July 2, 1997. On September 30, 1999, RTM acquired all of the issued and outstanding shares of Sustainable Energy Systems Inc. (“ SES ”), by way of a reverse take-over transaction and changed its name to Sustainable Energy Technologies Ltd. (“ SET ”). On November 1, 2013, SET amended its articles and changed its name to the current name of the Company, “Eguana Technologies Inc.”

Eguana is a reporting issuer in Alberta, British Columbia, Nova Scotia and Ontario. The Common Shares are listed and posted for trading on the TSX-V under the trading symbol “EGT” and on the OTCQB under the trading symbol “EGTYF”.

Eguana’s head and registered office is located at Unit 3, 6143 - 4[th] Street SE, Calgary, Alberta T2H 2H9.

The Business

The Company designs and manufactures high performance residential and commercial energy storage systems. Eguana has two decades of experience delivering grid edge power electronics for fuel cell, photovoltaic and battery applications, and delivers proven, durable, high quality solutions from its high capacity manufacturing facilities in Europe, North America and Australia. With thousands of its proprietary energy storage inverters deployed in the European and North American markets, Eguana is one of the leading suppliers of power controls for solar selfconsumption, grid services and demand charge applications at the grid edge.

Intercorporate Relationships

The following chart provides the name, the percentage of voting securities owned, directly or indirectly, by Eguana and the jurisdiction of incorporation, continuance or formation of Eguana's subsidiaries, as at the date hereof:

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SES was incorporated on December 6, 1994 pursuant to the Business Corporations Act (Alberta). On November 22, 2018, Eguana Pty Ltd. was incorporated under the laws of Australia. On July 25, 2018, Eguana GmbH was incorporated under the laws of Germany. SES (as general partner) and Eguana (as limited partner) formed Solar Markets Limited Partnership pursuant to the Partnership Act (Alberta) and renamed it “EGT Markets Limited Partnership” pursuant to a limited partnership agreement dated March 1, 2003. As of the date hereof, Eguana has a 99.99% ownership interest and SES has a 0.01% ownership interest in the Partnership.

For further information regarding Eguana, see the Annual Information Form and other documents incorporated by reference in the Prospectus available at www.sedar.com under the Company’s profile.

DocuSign Envelope ID: 42047EEA-E13D-4188-AB08-A4E99B0BC7D8

CONSOLIDATED CAPITALIZATION

The following table shows the consolidated capitalization of the Company as at December 31, 2020, and as at such date, on an adjusted basis, after giving effect to the Offering and the issuance of Special Warrant Shares. The following table should be read in conjunction with the Interim Financial Statements and the Interim MD&A, each of which are incorporated by reference into the Prospectus:

	As at December 31, 2020	As at December 31, 2020 after giving effect to the Offering	As at December 31, 2020 after giving effect to the Offering and the exercise of Special Warrants(1)
Common Share (Authorized unlimited)	240,307,075	240,307,075	290,307,075
First Preferred Shares Series 8(2)	1	1	1
First Preferred Shares Series A(2)	434,860	434,860	434,860
Warrants	25,164,034	25,164,034	28,664,034
Broker Special Warrants	0	3,500,000	0
Special Warrants	0	50,000,000	0
Convertible Debentures(3)	8,902	8,902	8,902
Stock Options	15,292,316	15,292,316	15,292,316

Notes:

(1) Assuming no Additional Shares are issued and giving effect to the exercise of the Broker Special Warrants.
(2) The Company is authorized to issue an unlimited number of convertible $10, 8% redeemable first preferred shares (the “ First Preferred Shares ”), issuable in series. Holders of the First Preferred Shares may convert their First Preferred Shares, at any time, into that number of Common Shares equal to the then applicable series redemption price divided by the conversion price. The conversion for the First Preferred Shares includes a fixed conversion price on the initial subscription plus the conversion of accreted dividends to Common Shares. The accreted dividend conversion price is based on the closing price of the Common Shares on the day prior to the conversion. The fixed conversion price for the First Preferred Shares Series 8 is $1.00 and is $0.24 for the First Preferred Shares Series A.
(3) On June 21, 2019, the Company closed a first tranche issuance of 3,012 unsecured convertible debentures (the “ CD Debentures ”) at a price of $1,000 per CD Debenture. The CD Debentures were to mature and were repayable on June 21, 2022 and feature accrued interest of 10% per annum payable in cash compounded and payable semi-annually or on such earlier date on which the CD Debentures were converted. At any time prior to June 21, 2022, the CD Debentures were convertible into Common Shares at a price of $0.15 per Common Share. Following the date that is four months and one day from the date of issuance, and upon 30 days’ notice, the Company could require holders of CD Debentures to convert their CD Debentures into Common Shares in the event the daily volume weighted average trading price of the Common Shares was greater than $0.30 for 20 consecutive trading days. On August 8, 2019, the Company closed the second tranche offering of the CD Debentures. The Company issued an additional 1,215 non-brokered CD Debentures at a price of $1,000 per debenture. The second tranche of the CD Debentures were to mature on August 8, 2022, with all other terms remaining identical to the first tranche. As of the date hereof, the principal amount outstanding under all CD Debentures, including those issued on August 8, 2019, have been converted into Common Shares.

On March 13, 2020, the Company issued 5,000 unsecured convertible debentures to ITOCHU Corporation (“ ITOCHU ”) at a price of $1,000 per debenture (the “ ITOCHU Debentures ”). Each ITOCHU Debenture was convertible into units of Eguana (each, a “ Unit ”) at a price of $0.15 per Unit, with each Unit consisting of one Common Share and one-half of one common share purchase warrant of the Company (each whole common share purchase warrant, an “ ITOCHU Warrant ”). Each whole ITOCHU Warrant entitled the holder thereof to acquire one Common Share at a price of $0.20 per Common Share until March 13, 2023. The ITOCHU Debentures earned interest at 10% per annum, paid semi-annually in cash and were to mature on March 13, 2023. As of the date hereof, the principal amount owing to ITOCHU under the ITOCHU Debentures has been converted into 33,333,333 Common Shares and 16,666,666 ITOCHU Warrants.

Other than as set out above in connection with the Offering, there have been no material changes to the Company’s share and loan capitalization on a consolidated basis since December 31, 2020, except the following:

On February 22, 2021, the Company issued 11,593,337 Common Shares in connection with certain voluntary conversions of the then outstanding CD Debentures at a price of $0.15 per Common Share.

DocuSign Envelope ID: 42047EEA-E13D-4188-AB08-A4E99B0BC7D8

On February 19, 2021, the Company converted LP Units into Common Shares at a price of $0.15 per share and issued 7,665,900 Common Shares.
On March 5, 2021, the Company entered into shares for debt agreements with certain holders of the CD Debentures, pursuant to which the Company settled $57,912 worth of accrued interest by issuing an aggregate of 115,818 Common Shares at a deemed price of $0.50 per Common Share.
On March 22, 2021, the Company issued 12,886,671 Common Shares pursuant to the forced conversion of the then outstanding CD Debentures at a price of $0.15 per Common Share.
On March 24, 2021, the Company entered into a shares for debt agreement with ITOCHU, pursuant to which the Company settled $247,945 worth of interest accrued under the ITOCHU Debentures by issuing of 590,345 Common Shares at a deemed price of $0.42 per Common Share.
On April 5, 2021, the Company entered into shares for debt agreements with certain holders of the CD Debentures, pursuant to which the Company settled $2,180 worth of accrued interest by issuing an aggregate of 4,588 Common Shares at a deemed price of $0.475 per Common Share.
On April 19, 2021, the Company issued to ITOCHU 33,333,333 Common Shares and 16,666,666 ITOCHU Warrants pursuant to the conversion of the ITOCHU Debentures.
On April 19, 2021, the Company entered into a shares for debt agreement with ITOCHU, pursuant to which the Company agreed to settle $41,095.89 worth of interest accrued under the ITOCHU Debentures by issuing 90,320 Common Shares at a deemed price of $0.455 per Common Share. As of the date of the Prospectus, such Common Shares have not been issued.

USE OF PROCEEDS

The estimated net proceeds received by the Company from the Offering (after deducting the Agents’ Fees, but before deducting the estimated expenses of the Offering and the Prospectus Qualification) will be $18,600,000. No additional funds will be received by the Company from the distribution of the Special Warrant Shares upon deemed exercise of the Special Warrants.

The net proceeds from the Offering have been used and are expected to be used by the Company as set out in the table below:

Use of Proceeds Acceleration of cost reduction activities Acceleration of research and development of the Company’s battery technology Expansion of the Company’s development and lab testing capabilities Strategically positioning inventory for the transition from batch manufacturing to flow manufacturing Working capital and general corporate purposes Total:	Approximate Amount ($)
	1,500,000 3,000,000 750,000 3,500,000 9,850,000
	$18,600,000(1)

Notes:

(1) After deducting the Agents’ Fee, but before deducting the expenses of the Offering, including the preparation and filing of the Prospectus, which expenses are estimated to be $350,000 and have been or will be paid from the net proceeds of the Offering.

The Company currently intends to spend the funds available as stated in the Prospectus, however, there may be circumstances where, for sound business reasons, a reallocation of funds may be deemed prudent or necessary. The

DocuSign Envelope ID: 42047EEA-E13D-4188-AB08-A4E99B0BC7D8

actual amount that the Company spends in connection with each of the intended uses of proceeds may vary significantly from the amounts specified above and will depend on a number of factors, including those referred to under “Risk Factors” .

Until applied, the net proceeds of the Offering will be held as cash balances in the Company’s savings bank account. Unallocated funds from the Offering will be added to the working capital of the Company, and will be expended at the discretion of management. The Chief Executive Officer and Chief Financial Officer of the Company are responsible for the supervision and execution of the Company’s investment policies.

As of March 31, 2021, the Company had working capital of approximately $11,532,333 including a cash balance of $15,028,463.

Business Objectives and Milestones

The primary business objectives for the Company over the next six months that the Company intends to accomplish using the net proceeds include:

strategically positioning raw material inventory to reduce the impact of global logistics congestion and deliver additional predictability towards revenue targets. Eguana anticipates this investment to provide the ability to transition the Company’s business from a batch manufacturing model to a flow manufacturing model, which provides more consistent supply availability to Eguana’s customers and drives revenue growth;
expanding the research and development lab from a two station setup to a six station setup, thus providing additional capacity and test capability of new products, including higher power product solutions, battery module and battery management system development. This expansion is expected to take place over the next six to nine months; and
in the long term, developing a new lithium technology based battery module along with a battery management system. This development is expected to take place over the next 18-24 months with the expectation to deliver a module with up to a 30% cost savings target when compared to the current lithium-nickel-manganesecobalt-oxide battery pricing.

The Company will require additional financing over and above the Offering in order to meet its long-term business objectives and there can be no assurances that such financing sources will be available as and when needed. The Company will have further capital requirements and other expenditures as it proceeds to expand its business or take advantage of opportunities for acquisitions or other business opportunities that may be presented to it. The Company may incur major unanticipated liabilities or expenses. The Company can provide no assurance that it will be able to obtain financing to meet the growth needs of its operations. There can be no assurance that such financing will be available in the amount required at any time or for any period or, if available, that it can be obtained on terms satisfactory to the Company. See “ Risk Factors ”.

During the last financial year the Company had negative operating cash flow because its revenues did not exceed its operating expenses. The Company expects cash flow from operations to be negative until revenues improve to offset its operating expenditures. The Company’s cash flow from operations may be affected in the future by expenditures incurred by the Company to continue to progress its business objectives. The amounts set out above for use as working capital may be used to offset this anticipated negative operating cash flow. See “ Risk Factors ”.

PLAN OF DISTRIBUTION

The Prospectus is being filed in Alberta, British Columbia, Manitoba, New Brunswick, Nova Scotia and Ontario to qualify the distribution of 50,000,000 Special Warrant Shares upon the deemed exercise of 50,000,000 Special Warrants previously issued on February 25, 2021. The Special Warrants were issued pursuant to the Special Warrant Indenture.

DocuSign Envelope ID: 42047EEA-E13D-4188-AB08-A4E99B0BC7D8

An aggregate of 50,000,000 Special Warrants were issued to purchasers resident in each of Alberta, British Columbia, Manitoba, New Brunswick and Ontario pursuant to prospectus exemptions under applicable securities legislation on a best efforts private placement basis on the Closing Date pursuant to the terms of the Agency Agreement.

On the Closing Date, the Company deposited the Special Warrants issued pursuant to the Offering (other than Special Warrants issued to purchasers on the President’s List) with CDS in electronic non-certificated form. Special Warrant Shares to be issued upon deemed exercise of the Special Warrants issued to such purchasers will also be electronically held by CDS and such purchasers will not receive a definitive certificate representing the Special Warrant Shares. All other holders of Special Warrants were issued directly electronically registered Special Warrants registered in the system maintained by the Special Warrant Agent for that purpose, and notified by delivery of DRS Advices for their Special Warrants. It is anticipated that Special Warrant Shares issued to such holders upon deemed exercise of the Special Warrants held by them will be similarly directly electronically registered in the system maintained by the Special Warrant Agent for that purpose, and DRS Advices will be issued to such holders notifying them of their directly electronically registered position.

Each Special Warrant entitles the holder thereof to receive, upon exercise or deemed exercise, one Special Warrant Share at no additional consideration. Each Special Warrant shall be voluntarily exercisable at any time by the holder thereof by providing written notice to the Special Warrant Agent of such exercise. To the extent that any Special Warrants remain unexercised, each such Special Warrant shall be automatically exercised (without any further action on the part of the holder thereof) on the earlier of: (i) the third business day after the Prospectus Qualification; and (ii) 4:59 p.m. (Toronto time) on June 26, 2021. The Company has agreed to use commercially reasonable efforts to obtain a receipt for a final short form prospectus qualifying the distribution of the Special Warrant Shares issuable upon exercise of the Special Warrants on or before the Qualification Deadline. If the Qualification Date does not occur before the Qualification Deadline, each holder of a Special Warrant shall be entitled to receive, without payment of additional consideration, 1.1 Special Warrant Shares per Special Warrant (in lieu of 1.0 Special Warrant Shares per Special Warrant) upon the exercise or deemed exercise of the Special Warrants. The Prospectus qualifies the distribution of any Additional Shares upon the exercise or deemed exercise of the Special Warrants.

In the event that a holder of Special Warrants voluntarily exercises such securities prior to the Qualification Date, the Special Warrant Shares issued upon exercise of Special Warrants will be subject to statutory hold periods under applicable securities legislation and shall bear such legends as required by securities laws.

In consideration for the services rendered by the Agents in connection with the Offering, the Company paid the Agents an aggregate cash commission of $1,400,000, being: (i) 7.0% of the aggregate gross proceeds of subscriptions for Special Warrants from purchasers introduced to the Offering by the Agents; and (ii) 7.0% of the aggregate gross proceeds of subscriptions for Special Warrants from purchasers under the President’s List.

The Company also issued to the Agents an aggregate of 3,500,000 Broker Special Warrants, being: (i) 7.0% of the number of Special Warrants issued to purchasers introduced to the Offering by the Agents; and (ii) 7.0% of the number of Special Warrants issued under the President’s List, with each such Broker Special Warrant automatically exercised, without payment of additional consideration, into one Broker Warrant on the Qualification Date. Each such Broker Warrant entitles the holder thereof to acquire one Broker Warrant Share of the Company at the Offering Price for a period of two years from the Closing Date. The Prospectus qualifies the distribution of any Broker Warrants upon the automatic exercise of the Broker Special Warrants.

The Offering Price was determined by arm’s length negotiation between the Company and Stifel GMP on behalf of the Agents. The Company agreed to reimburse the Agents for certain expenses incurred by the Agents related to the Offering.

The obligations of the Agents under the Agency Agreement may be terminated at their discretion upon the occurrence of certain stated events. The Agency Agreement also provides that the Company will indemnify the Agents and their affiliates and each of the partners, directors, officers and employees of the Agents against certain liabilities and expenses or will contribute to payments that the Agents may be required to make in respect thereof.

On the Closing Date, the Company agreed in favour of the Agents that, during the period ending 90 days after the Closing Date, it shall not, directly or indirectly, without the prior written consent of the Lead Agents, such consent

DocuSign Envelope ID: 42047EEA-E13D-4188-AB08-A4E99B0BC7D8

not to be unreasonably withheld or delayed, issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, or enter into any derivative transaction that has the effect of the foregoing, or agree to or announce any intention to issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, or enter into any derivative transaction that has the effect of the foregoing, any additional Common Shares, equity securities or debt securities, or any securities convertible into or exchangeable for Common Shares, equity securities or debt securities, in each case by way of a brokered or non-brokered transaction, except in conjunction with: (i) the Agency Agreement; (ii) any existing Option, Warrant or convertible debenture obligations; (iii) the grant or exercise of Options and other similar issuances pursuant to any stock option plan or similar share compensation arrangements of the Company in place prior to the date of the Agency Agreement (provided that in the case of new grants, the exercise price of such stock options or compensation arrangement will be no less than the Offering Price); (iv) the grant of restricted share units; (v) the Offering; or (vi) any arrangements in existence prior to the date of the Agency Agreement provided such arrangements have been disclosed to the Agents.

On the Closing Date, each of the Company’s directors and officers (the “ Locked-Up Persons ”) entered into lock-up agreements in favour of the Agents evidencing their agreement not to directly or indirectly, without the prior written consent of the Agents, not to be unreasonably withheld or delayed, offer, sell, contract to sell, lend, swap, or enter into any other agreement to transfer the economic consequences of, or otherwise dispose of or deal with, or publicly announce any intention to offer, sell, contract to sell, grant or sell any option to purchase, hypothecate, pledge, transfer, assign, purchase any option or contract to sell, lend, swap, or enter into any agreement to transfer the economic consequences of, or otherwise dispose of or deal with, whether through the facilities of a stock exchange, by private placement or otherwise, any Common Shares or other equity securities of the Company (or securities convertible or exercisable into Common Shares or other equity securities) held by them, directly or indirectly, on the Closing Date (the “ Locked-Up Securities ”) for a period of 90 days following the Closing Date (such period being the “ Lock-up Period ”), except in respect of the following: (a) transfers to affiliates of the Locked-up Persons, or any company, trust or other entity owned by or maintained for the benefit of the Locked-up Persons, or (b) transfers occurring by operation of law or in connection with transactions arising as a result of the death of the Locked-up Persons; provided, in each of (a) and (b), that any such transferee shall first execute a lock-up agreement in substantially the same form agreed to with the Agents covering the remainder of the Lock-up Period, or (c) transfers made pursuant to a bona fide takeover bid made to all holders of voting securities of the Company or similar acquisition or merger transaction, provided that in the event that the take-over or acquisition or merger transaction is not completed, any securities shall remain subject to the restrictions contained in the undertaking, (d) transfers to any nominee or custodian where there is no change in beneficial ownership, for bona fide tax planning purposes including, but not limited to, transfers into a registered retirement savings plan and where the Locked-Up Securities are still subject to and governed by the original lock-up agreement, or (e) sales to satisfy tax obligations on the exercise of convertible securities.

The Agents and their affiliates have performed investment banking, commercial banking and advisory services for the Company from time to time for which they have received customary fees and expenses. The Agents and their affiliates may, from time to time, engage in transactions with and perform services for the Company in the ordinary course of their business.

The TSXV has conditionally approved the listing of the Special Warrant Shares distributed under the Prospectus on the TSXV.

United States Offering Restrictions

The Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the Special Warrant Shares offered hereby in the United States.

The Special Warrants and the Special Warrant Shares have not been and will not be registered under the U.S. Securities Act, or any securities or “blue sky” laws of any state of the United States. Accordingly, the Special Warrant Shares may not be offered, sold or delivered, directly or indirectly, within the United States except in transactions exempt from the registration requirements of the U.S. Securities Act and any applicable securities laws of any state of the United States.

In addition, until 40 days after the Deemed Exercise Date, an offer or sale of the Special Warrant Shares distributed within the United States by any dealer (whether or not participating in the Offering) may violate the registration

DocuSign Envelope ID: 42047EEA-E13D-4188-AB08-A4E99B0BC7D8

requirements of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with an available exemption from such registration requirements.

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

Description of Special Warrants

The Special Warrants are governed by the terms and conditions set forth in the Special Warrant Indenture. An aggregate of 50,000,000 Special Warrants are outstanding as of the date of the Prospectus. The material terms and conditions of the Special Warrants are summarized below:

(a) each of the Special Warrants entitles the holder thereof to acquire, for no additional consideration to the Company, one Special Warrant Share, subject to adjustment as provided for in the Special Warrant Indenture;
(b) each of the Special Warrants shall be voluntarily exercisable at any time for no additional consideration by any holder thereof by providing written notice to the Special Warrant Agent of such exercise;
(c) to the extent any Special Warrants remain unexercised, each such Special Warrant shall be automatically exercised (without any further action on the part of the holder thereof) on the earlier of: (i) the third business day after the Prospectus Qualification; and (ii) 4:59 p.m. (Toronto time) on June 26, 2021;
(d) the Special Warrant Indenture provides for and contains provisions designed to keep the holders of the Special Warrants unaffected by the possible occurrence of certain corporate events, including subdivision, consolidation or reclassification of the Common Shares, and capital reorganizations including the amalgamation, merger or corporate reorganization of the Company;
(e) the holders of Special Warrants do not have any right or interest whatsoever as shareholders of the Company, including but not limited to any right to vote at, to receive notice of, or to attend, meetings of shareholders or any other proceedings of the Company or any right to receive any dividend or other distribution;
(f) the rights of holders of Special Warrants may be modified by extraordinary resolution at a meeting of Special Warrant holders. The Special Warrant Indenture provides for meetings by holders of Special Warrants and the passing of resolutions and extraordinary resolutions by such holders which are binding on all holders of Special Warrants. Certain amendments to the Special Warrant Indenture may only be made by “extraordinary resolution”, which is defined in the Special Warrant Indenture as a resolution proposed at a meeting of Special Warrant holders duly convened for that purpose at which there are present in person or by proxy Special Warrant holders holding at least 25% of the aggregate number of the then outstanding Special Warrants passed by the affirmative votes of Special Warrant holders holding not less than 66⅔% of the aggregate number of the then outstanding Special Warrants represented at the meeting and voted on the poll upon such resolution; and
(g) the Special Warrant Indenture may be amended by agreement between the Company and the Special Warrant Agent (on its behalf and on behalf of the Special Warrant holders).

The foregoing is a summary description of certain material provisions of the Special Warrant Indenture, and it does not purport to be a comprehensive summary and is qualified in its entirety by reference to the more detailed provisions of the Special Warrant Indenture, a copy of which may be obtained on request without charge from the Company at its registered office or electronically on SEDAR at www.sedar.com.

DocuSign Envelope ID: 42047EEA-E13D-4188-AB08-A4E99B0BC7D8

Common Shares

The Company is authorized to issue an unlimited number of Common Shares. As of the date hereof, there are 316,961,998 Common Shares issued and outstanding. The holders of Common Shares are entitled to receive notice of, attend, and vote at any general meeting of the Company, and to cast one vote for each Common Share held on the applicable record date in respect of any matter put to vote at such a meeting, except meetings at which only holders of a specified class of shares are entitled to vote. Subject to the special rights or restrictions attached to the First Preferred Shares, the holders of Common Shares are entitled to receive dividends if, as, and when declared by the board of directors of the Company. Subject to the special rights or restrictions attached to the shares of any other class of shares of the Company, the holders of Common Shares are entitled to share equally in the remaining property of the Company upon the liquidation, dissolution or winding-up of the Company.

PRIOR SALES

Common Shares

The following table summarizes details of the Common Shares issued by the Company during the 12-month period prior to the date of the Prospectus:

Date of Issuance	Price Per Security	Number of Common	Reason for Issuance
		Shares
July 27, 2020	$0.15	333,333	Conversion of debentures
August 11, 2020	$0.13	461,538	Shares for debt – interest
August 28, 2020	$0.15	666,666	Conversion of debentures
August 31, 2020	$0.15	7,333	Exercise of Warrants
November 17, 2020	$0.15	10,000,000	Private placement
December 1, 2020	$0.15	666,666	Conversion of debentures
December 2, 2020	$0.12	150,000	Exercise of stock options
December 2, 2020	$0.15	166,666	Conversion of debentures
December 2, 2020	$0.15	7,333	Exercise of Warrants
December 28, 2020	$0.15	25,000	Exercise of stock options
January 12, 2021	$0.15	133,333	Conversion of debentures
January 19, 2021	$0.20	3,666	Exercise of Warrants
January 27, 2021	$0.20	100,000	Exercise of Warrants
January 27, 2021	$0.15	1,333,334	Conversion of debentures
January 29, 2021	$0.15	25,666	Exercise of Warrants
February 2, 2021	$0.15	50,000	Exercise of stock options
February 2, 2021	$0.20	100,000	Exercise of stock options
February 5, 2021	$0.15	11,000	Exercise of Warrants
February 5, 2021	$0.20	3,666	Exercise of Warrants
February 5, 2021	$0.325	500,000	Exercise of stock options
February 5, 2021	$0.175	500,000	Exercise of stock options
February 10, 2021	$0.20	1,766,666	Exercise of Warrants
February 12, 2021	$0.06	4,161,333	Exercise of Warrants
February 12, 2021	$0.20	133,333	Exercise of Warrants
February 16, 2021	$0.205	250,000	Exercise of stock options
February 16, 2021	$0.235	50,000	Exercise of stock options
February 19, 2021	$0.20	26,666	Exercise of Warrants
February 19, 2021	$0.15	11,593,337	Conversion of debentures
February 19, 2021	$0.15	7,665,900	Conversion of LP Units
February 24, 2021	$0.15	333,069	Exercise of Warrants
February 24, 2021	$0.20	83,333	Exercise of Warrants
March 3, 2021	$0.20	666,666	Exercise of Warrants
March 5, 2021	$0.50	115,818	Shares for debt – interest
March 9, 2021	$0.20	166,534	Exercise of Warrants
March 9, 2021	$0.15	66,666	Conversion of debentures

DocuSign Envelope ID: 42047EEA-E13D-4188-AB08-A4E99B0BC7D8

March 22, 2021 $0.15 March 24, 2021 $0.42 April 5, 2021 $0.475 April 19, 2021 $0.15 Total:	12,886,671 Conversion of debentures 590,345 Shares for debt – interest 4,588 Shares for debt – interest 33,333,333 Conversion of debentures 89,139,458

Warrants

The following table summarizes details of common share purchase warrants of the Company exercisable into Common Shares (the “ Warrants ”) issued by the Company during the 12-month period prior to the date of the Prospectus:

Date of Issuance Price Per Common Share August 21, 2020 $0.20 November 2, 2020 $0.15 November 17, 2020 $0.15 December 2, 2020 $0.20 January 29, 2021 $0.20 February 5, 2021 $0.20 February 24, 2021 $0.20 April 19, 2021 $0.20 Total:	Number of Warrants 3,333 574,942 750,000 3,666 12,833 5,500 166,534 16,666,666 18,183,474

Stock Options

The following table summarizes details of stock options issued by the Company during the 12-month period prior to the date of the Prospectus:

Date of Issuance Price Per Common Share June 12, 2020 $0.09 July 13, 2020 $0.15 December 4, 2020 $0.24 January 15, 2021 $0.35 April 23, 2021 $0.455 Total:	Number of Options 500,000 2,305,000 4,500,000 1,500,000 1,500,000 10,305,000

Special Warrants

The following table summarizes details of Special Warrants issued by the Company during the 12-month period prior to the date of the Prospectus:

Date of Issuance Price Per Security February 25, 2021 $0.40 Total:	Number of Special Warrants 50,000,000
	50,000,000

Broker Special Warrants

The following table summarizes details of Broker Special Warrants issued by the Company during the 12-month period prior to the date of the Prospectus:

DocuSign Envelope ID: 42047EEA-E13D-4188-AB08-A4E99B0BC7D8

Date of Issuance Price Per Security(1) February 25, 2021 $0 Total:	Number of Broker Special Warrants 3,500,000
	3,500,000

Notes:

(1) Each Broker Special Warrant shall be automatically exercised, without payment of additional consideration, into one Broker Warrant on the Qualification Date. Each such Broker Warrant shall entitle the holder thereof to receive one Broker Warrant Share at the Offering Price, exercisable for a term of two years from the Closing Date. See “Plan of Distribution” .

TRADING PRICE AND VOLUME

The Common Shares are listed and posted for trading on the TSX-V under the trading symbol “EGT” and on the OTCQB under the trading symbol “EGTYF”. The following table sets forth information relating to the trading of the Common Shares on the TSXV for the months indicated.

Period	High($)	Low ($)	Volume
April,2020	0.07	0.055	4,452,750
May,2020	0.09	0.06	4,152,238
June,2020	0.105	0.065	3,646,376
July,2020	0.15	0.085	4,971,994
August,2020	0.20	0.12	4,326,205
September,2020	0.19	0.13	2,192,332
October,2020	0.17	0.135	2,389,287
November,2020	0.25	0.135	6,232,921
December,2020	0.25	0.16	3,614,177
January,2021	0.5	0.205	13,302,646
February,2021	0.6	0.37	16,453,631
March,2021	0.54	0.34	13,711,324
April 1 – April 23,2021	0.49	0.41	9,934,207

At the close of business on April 23, 2021, the last trading day prior to the date of filing the Prospectus, the closing price of the Common Shares on the TSXV was $0.445.

RISK FACTORS

An investment in securities of the Company is highly speculative and involves significant risks. The risks described herein and in the documents incorporated by reference in the Prospectus are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company, or that the Company currently deems immaterial, may also materially and adversely affect its business.

Discretion in the Use of Proceeds

Management will have discretion concerning the use of proceeds of the Offering as well as the timing of their expenditures. As a result, holders of Special Warrants will be relying on the judgment of management as to the application of the proceeds of the Offering. Management may use the net proceeds of the Offering in ways that holders of Special Warrants may not consider desirable. The results and effectiveness of the application of the proceeds are uncertain. If the proceeds are not applied effectively, the Company’s results of operations may suffer.

Future Sales or Issuances of Securities

The Company may sell additional Common Shares or other securities in subsequent offerings. The Company may also issue additional securities to finance future activities. The Company cannot predict the size of future issuances of securities or the effect, if any, that future issuances and sales of securities will have on the market price of the Common Shares. Sales or issuances of substantial numbers of Common Shares, or the perception that such sales could occur,

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may adversely affect prevailing market prices of the Common Shares. With any additional sale or issuance of Common Shares, holders of Common Shares will suffer dilution to their voting power and the Company may experience dilution in its earnings per Common Share.

INTEREST OF EXPERTS

The Company’s auditor is BDO Canada LLP and is located at 1100 – 1055 West Georgia St., Vancouver BC V6E 3P3. Such auditor is independent in accordance with the Code of Professional Conduct of the Chartered Professional Accountants of British Columbia.

Each of Minden Gross LLP, counsel for the Company and Stikeman Elliott LLP, counsel for the Agents, have provided its opinion on certain matters contained in the Prospectus. As of the date hereof, partners and associates of Minden Gross LLP and Stikeman Elliott LLP, each as a group, own, directly or indirectly, in the aggregate, less than 1% or no securities of the Company.

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

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

The Company and the Agents hereby confirm that purchasers who acquired Special Warrants through the Company have the same rights and remedies for rescission and/or damages against Company and the Agents, as the case may be, as purchasers who acquired Special Warrants through the Agents.

CONTRACTUAL RIGHT OF RESCISSION

The Company has granted each holder of a Special Warrant a contractual right of rescission of the prospectus-exempt transaction under which the Special Warrant was initially acquired. The contractual right of rescission provides that if a holder of a Special Warrant who acquires Special Warrant Shares on the exercise or deemed exercise of the Special Warrant as provided for in the Prospectus is, or becomes, entitled under the securities legislation of a jurisdiction to the remedy of rescission because of the Prospectus or an amendment to the Prospectus containing a misrepresentation:

(a) the holder is entitled to rescission of both the holder’s exercise or deemed exercise of its Special Warrant and the private placement transaction under which the Special Warrant was initially acquired;
(b) the holder is entitled in connection with the rescission to a full refund of all consideration paid to the Company on the acquisition of the Special Warrant; and
(c) if the holder is a permitted assignee of the interest of the original Special Warrant subscriber, the holder is entitled to exercise the rights of rescission and refund as if the holder was the original subscriber.

The contractual rights of action described above are in addition to and without derogation from any other right or remedy that a purchaser of Special Warrants may have at law.

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CERTIFICATE OF THE COMPANY

Dated: April 26, 2021

This short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form prospectus as required by the securities legislation of Alberta, British Columbia, Manitoba, New Brunswick, Nova Scotia and Ontario.

“Justin Holland” “Sonja Kuehnle” Justin Holland Sonja Kuehnle Chief Executive Officer Chief Financial Officer

On Behalf of the Board of Directors

“George W. Powlick” “Michael A. Carten” George W. Powlick Michael A. Carten Director Director

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CERTIFICATE OF THE AGENTS

Dated: April 26, 2021

To the best of our knowledge, information and belief, this short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form prospectus as required by the securities legislation of Alberta, British Columbia, Manitoba, New Brunswick, Nova Scotia and Ontario.

STIFEL NICOLAUS CANADA INC.

“Matthew Gaasenbeek” Matthew Gaasenbeek Vice-Chairman, Managing Director and Co-Head of Investment Banking Canada

CORMARK SECURITIES INC.

“James Austen” James Austen Managing Director, Investment Banking

RESEARCH CAPITAL CORPORATION

“David Greifenberger” David Greifenberger Managing Director

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Eguana Technologies Inc. — Capital/Financing Update 2021

44124_rns_2021-04-26_906cab16-81a1-45a4-b798-8cc94fda8b05.pdf

PRELIMINARY SHORT FORM PROSPECTUS