FendX Technologies - Capital/Financing Update 2023

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

This preliminary short form prospectus is a base shelf prospectus. This preliminary short form base shelf prospectus has been filed under legislation in the provinces of British Columbia, Alberta, Manitoba and Ontario that permits certain information about these securities to be determined after this short form base shelf prospectus has become final and that permits the omission from this short form base shelf prospectus of that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities, except where an exemption from such delivery requirements is available.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This preliminary short form base shelf 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 state securities laws and may not be offered or sold within the United States of America, its territories and possessions, any State of the United States and the District of Columbia (the “United States”), or to, or for the account or benefit of, a person in the United States unless exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws are available. This preliminary short form prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of these securities within the United States or to, or for the benefit of, a person in the United States. See “Plan of Distribution”.

Information contained herein is subject to completion or amendment. This preliminary short form base shelf prospectus shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Information has been incorporated by reference in this preliminary short form base shelf 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 Corporate Secretary of FendX Technologies Inc. at 2010 Winston Park Dr., 2nd Floor, Oakville, ON L6H 5R7, telephone (800) 344‐9868, and are also available electronically at www.sedarplus.ca.

PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS

New Issue

August 2, 2023

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FENDX TECHNOLOGIES INC. $50,000,000

Common Shares Preferred Shares Warrants Subscription Receipts Units Debt Securities

This preliminary short form base shelf prospectus (“ Prospectus ”) relates to the offering for sale by FendX Technologies Inc. (the “ Company ”, “ we ”, “ us ”, or “ our ”) from time to time, during the 25‐month period that this Prospectus, including any amendments hereto, remains effective, of the following securities of the Company in one or more series or issuances, with a total offering price of such securities, in the aggregate, of up to $50,000,000 (or the equivalent thereof in Canadian dollars or one or more foreign currencies or composite currencies): (i) common shares in the capital of the Company (“ Common Shares ” or “ Shares ”); (ii) preferred shares of the Company of any series (“ Preferred Shares ”); (iii) warrants (“ Warrants ”) to purchase other Securities (as defined below) of the Company; (iv) subscription receipts (“ Subscription Receipts ”); (v) units (“ Units ”) comprising of one or more of the other Securities; and (vi) debt securities (the “ Debt Securities ” and together with the Common Shares, Warrants,

Subscription Receipts, and Units, collectively referred to herein as the “ Securities ”). The Securities may be offered separately or together, in amounts, at prices and on terms to be determined based on market conditions at the time of the sale and set forth in an accompanying prospectus supplement (a “ Prospectus Supplement ”).

In addition, the Securities may be offered and issued in consideration for the acquisition of other businesses, assets or securities by the Company or a subsidiary of the Company. The consideration for any such acquisition may consist of any of the Securities separately, a combination of Securities or any combination of, among other things, Securities, cash and the assumption of liabilities.

The Common Shares are listed for trading on the Canadian Securities Exchange (the “ CSE ”) under the symbol “FNDX”, under the symbol “FDXTF” on the OTCQB Venture Market and under the symbol “E8D” on the Frankfurt Stock Exchange. Trading price and volume information for the Securities will be provided as required in each Prospectus Supplement. On August 1, 2023, being the last complete trading day prior to the date hereof, the closing price of the Common Shares on the CSE was $0.31.

Unless otherwise specified in an applicable Prospectus Supplement, the Preferred Shares, the Debt Securities, Subscription Receipts, Units and Warrants will not be listed on any securities or stock exchange or on any automated dealer quotation system. There is currently no market through which the Securities, other than the Common Shares, may be sold and purchasers may not be able to resell such Securities purchased under this Prospectus. This may affect the pricing of the Securities, other than the Common Shares, in the secondary market, the transparency and availability of trading prices, the liquidity of the Securities and the extent of issuer regulation. See “ Risk Factors ”.

Acquiring the Securities may subject prospective investors to tax consequences both in Canada and the United States. This Prospectus or any applicable Prospectus Supplement may not describe these tax consequences fully. Prospective investors should read the tax discussion in any applicable Prospectus Supplement with respect to any particular offering and consult your own tax advisor with respect to your own particular circumstances.

No underwriter has been involved in the preparation of this Prospectus or performed any review of the contents of this Prospectus.

The Company is not making and will not make an offer of these Securities in any jurisdiction where the offer or sale is not permitted. This Prospectus constitutes a public offering of the Securities only in those jurisdictions where they may be lawfully offered for sale and only by persons permitted to sell the Securities in such jurisdiction.

All applicable information permitted under securities legislation to be omitted from this Prospectus that has been so omitted will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus. Each Prospectus Supplement will be incorporated by reference into this Prospectus for the purposes of securities legislation as of the date of the Prospectus Supplement and only for the purposes of the distribution of the securities to which the Prospectus Supplement pertains. You should read this Prospectus and any applicable Prospectus Supplement carefully before you invest in any securities issued pursuant to this Prospectus. The Securities may be sold pursuant to this Prospectus through underwriters or dealers or directly or through agents designated from time to time at amounts and prices and other terms determined by us.

The Securities may be sold from time to time in one or more transactions at a fixed price or prices which may be changed or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The price at which the Securities will be offered and sold may vary from purchaser to purchaser and during the period of distribution. The Securities may be sold pursuant to this Prospectus through underwriters or dealers or directly or through agents designated from time to time at amounts and prices and other terms determined by us. A Prospectus Supplement will set out the names of any underwriters, dealers or agents involved in the sale of Securities, the amounts, if any, to be purchased by underwriters, the plan of distribution for such Securities, including the net proceeds we expect to receive from the sale of such securities, if any, the amounts and prices at which such Securities are sold and the compensation of such underwriters, dealers or agents. See “ Plan of Distribution ”.

Investment in the Securities being offered is highly speculative and involves significant risks that Prospective investors should consider before purchasing such Securities. Prospective investors should carefully review the risks outlined in this Prospectus (including any Prospectus Supplement) and in the documents incorporated by reference as well as the information under the heading “ Cautionary Note Regarding Forward‐Looking and Other Statements ” and consider such risks and information in connection with an investment in the Securities. See “ Risk Factors ” for a more complete discussion of these risks.

The specific terms of any Securities offered will be described in a Prospectus Supplement, including, where applicable: (i) in the case of Common Shares, the number of Common Shares offered, the offering price (in the event the offering is a fixed price distribution), the manner of determining the offering price(s) (in the event the offering is a non‐fixed price distribution) and any other specific terms; (ii) in the case of Preferred Shares, the number of Preferred Shares offered, the offering price (in the event the offering is a fixed price distribution) and the special rights and restrictions attached to the Preferred Shares; (iii) in the case of Warrants, the number of Warrants being offered, the offering price (in the event the offering is a fixed price distribution), the manner of determining the offering price(s) (in the event the offering is a non‐fixed price distribution), the designation, number and terms of the other Securities purchasable upon exercise of the Warrants, and any procedures that will result in the adjustment of those numbers, the exercise price, the dates and periods of exercise and any other specific terms; (iv) in the case of Units, the number of Units offered, the offering price, the designation, number and terms of the other Securities comprising the Units, and any other specific terms; (v) in the case of Subscription Receipts, the number of Subscription Receipts being offered, the offering price (in the event the offering is a fixed price distribution), the manner of determining the offering price(s) (in the event the offering is a non‐fixed price distribution), the terms, conditions and procedures for the conversion of the Subscription Receipts into other Securities, the designation, number and terms of such other Securities, and any other specific terms; and (vi) in the case of Debt Securities, the designation of the Debt Securities, the aggregate principal amount of the Debt Securities being offered, the currency or currency unit in which the Debt Securities may be purchased, authorized denominations, whether payment on the Debt Securities will be senior or subordinated to the Company’s other liabilities and obligations, the nature and priority of any security for the Debt Securities, any limit on the aggregate principal amount of the Debt Securities of the series being offered, the issue and delivery date, the maturity date, the offering price (at par, discount or at a premium), the interest rate or method of determining the interest rate, the interest payment date(s), any conversion or exchange rights that are attached to the Debt Securities, any redemption provisions, any repayment provisions, any arrangements with the trustee for the Debt Securities and any other specific terms. A Prospectus Supplement relating to a particular offering of Securities may include terms pertaining to the Securities being offered thereunder that are not within the terms and parameters described in this Prospectus Investors should rely only on the information contained in or incorporated by reference into this Prospectus and any applicable Prospectus Supplement. We have not authorized anyone to provide investors with different information. Information contained on the Company’s website shall not be deemed to be a part of this Prospectus (including any applicable Prospectus Supplement) or incorporated by reference herein and should not be relied upon by prospective investors for the purpose of determining whether to invest in the securities. Investors should not assume that the information contained in this Prospectus is accurate as of any date other than the date on the face page of this Prospectus, the date of any applicable Prospectus Supplement or the date of any documents incorporated by reference herein.

Dr. Carolyn Myers, an officer and director of the Company, resides outside of Canada. Dr. Myers has appointed the Company, at 2010 Winston Park Dr., 2nd Floor, Oakville, ON L6H 5R7, as agent for service of process. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person that resides outside of Canada, even if the party has appointed an agent for service of process.

The Company’s head office is located at 2010 Winston Park Dr., 2nd Floor, Oakville, ON L6H 5R7. The Company’s registered office is located at 800 – 885 West Georgia Street, Vancouver, BC V6C 3H1.

ABOUT THIS PROSPECTUS ......................................... 1 CAUTIONARY NOTE REGARDING FORWARD‐ LOOKING AND OTHER STATEMENTS ......................... 1 MARKET AND INDUSTRY DATA .................................. 2 DOCUMENTS INCORPORATED BY REFERENCE .......... 3 ABOUT THE COMPANY .............................................. 5 General .................................................................. 5 Corporate Structure .............................................. 5 Summary Description of the Business ................... 5 RISK FACTORS ............................................................ 7 Risks Related to the Offering of Securities ............ 7 Market price of Common Shares ...................... 7 Absence of a public market for some of the Securities ........................................................... 8 Future sales of issuance of debt or equity Securities ........................................................... 8 Discretion over use of proceeds ....................... 8 Liquidity ............................................................. 8 Unsecured Debt Securities ................................ 9 Effect of changes in interest rates on Debt Securities ........................................................... 9 Effect of fluctuations in foreign currency markets on Debt Securities ............................... 9 Trading price of Common Shares and volatility ............................................................ 9 History of negative cash flows .......................... 9 USE OF PROCEEDS ................................................... 10 CONSOLIDATED CAPITALIZATION ............................ 10 PRIOR SALES............................................................. 10 TRADING PRICE AND VOLUME ................................ 10 EARNINGS COVERAGE ............................................. 10

DESCRIPTION OF SECURITIES ................................... 11
Common Shares .................................................. 11
Preferred Shares .................................................. 11
Description of Debt Securities ............................. 12
Ranking and Other Indebtedness ........................ 15
Registration of Debt Securities ............................ 15
Debt Securities in Book Entry Form ................ 15
Debt Securities in Certificated Form ............... 17
Description of Warrants ...................................... 17
Equity Warrants ................................................... 18
Debt Warrants ..................................................... 19
Description of Units ............................................. 19
Description of Subscription Receipts ................... 20
Rights of Holders of Subscription Receipts
Prior to Satisfaction of Release Conditions ..... 22
Escrow ............................................................. 22
Modifications .................................................. 22
DIVIDENDS ............................................................... 22
PLAN OF DISTRIBUTION ........................................... 22
CERTAIN INCOME TAX CONSIDERATIONS ............... 23
EXPERTS ................................................................... 23
PROMOTER .............................................................. 24
AUDITORS, TRANSFER AGENT AND REGISTRAR ...... 24
STATUTORY RIGHTS OF WITHDRAWAL AND
RESCISSION .............................................................. 24
CERTIFICATES OF THE COMPANY AND THE
PROMOTER ............................................................ A‐1

ABOUT THIS PROSPECTUS

Prospective investors should rely only on the information contained in or incorporated by reference in this Prospectus or any applicable Prospectus Supplement. References to this “Prospectus” include documents incorporated by reference herein. The Company has not authorized anyone to provide any information that is different. The information in or incorporated by reference into this Prospectus is current only as of the date of this Prospectus or the date on the front of such other documents. It should not be assumed that the information contained in this Prospectus is accurate as of any other date. The Company is not making an offer of these Securities in any jurisdiction where the offer is not permitted by law.

Before purchasing any Securities, prospective investors should carefully read both this Prospectus and any accompany Prospectus Supplement prepared by the Company, together with any additional information described under the heading “ Documents Incorporated by Reference ”.

In this Prospectus and in any Prospectus Supplement, unless the context otherwise requires, references to “we”, “us”, “our” or similar terms, as well as references to the “Company”, refer to FendX Technologies Inc. together, where context requires, with its subsidiaries and affiliates. The term “management” in this Prospectus means those persons acting, from time to time, in the capacities of executive officers of the Company. Any statements in this Prospectus made by or on behalf of management are made in such persons’ capacities as officers of the Company and not in their personal capacities.

The Company may, from time to time, sell any combination of the Securities described in this Prospectus in one or more offerings up to an aggregate amount of $50,000,000. This Prospectus provides a general description of the Securities that the Company may offer. All information permitted under applicable laws to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus. Each Prospectus Supplement will be incorporated by reference into this Prospectus for the purposes of securities legislation as of the date of the Prospectus Supplement and only for the purposes of the distribution of those Securities to which the Prospectus Supplement permits.

In this Prospectus and any Prospectus Supplement, unless otherwise indicated, all dollar amounts are in Canadian dollars.

CAUTIONARY NOTE REGARDING FORWARD‐LOOKING AND OTHER STATEMENTS

Certain statements and other information contained or incorporated by reference in this Prospectus constitute forward‐ looking information under Canadian securities legislation (collectively, “ forward‐looking statements ”) including, without limitation, statements containing the words “believe,” “may,” “plan,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “predict,” “project,” “potential,” “continue,” “ongoing” or the negative or grammatical variations of these terms or other comparable terminology, although not all forward‐looking statements contain these words and similar expressions. Forward‐looking statements are necessarily based on estimates and assumptions made by the Company in light of the Company’s experience and perception of historical trends, current conditions and expected future developments, as well as the factors we believe are appropriate. Such forward‐looking statements include, but are not limited to:

the Company’s ability to maintain the listing of the Common Shares on the CSE;
the Company’s ability to maintain the listing of the Common Shares on the OTCQB Venture Market and Frankfurt Stock Exchange;
the Company’s strategy and intention to grow the business;
the Company’s ability to obtain future funding;
the Company’s expected expenditures and accumulated deficit level;
the Company’s intended use of net proceeds from the sale of its securities;
the number of securities the Company intends to issue;
the liquidity and market price of the Common Shares;
the Company’s expectations regarding the sufficiency of its capital resources and requirements for additional capital;
expectations regarding industry trends, overall market growth rates and our growth rates and growth strategies;
our expectations regarding revenues;
the expected timing and completion of our near‐term objectives;
laws and regulations and any amendments thereto applicable to the Company;
our competitive advantages and business strategies;
our future product offerings;
our research and development initiatives and expected results thereof; and
our ability to enter into distribution, manufacturing and other business relationships.

Forward‐looking statements are based on certain assumptions and analyses made by the Company in light of the experience and perception of historical trends, current conditions and expected future developments and other factors it believes are appropriate and are subject to risks and uncertainties. In making the forward‐looking statements included in this Prospectus, the Company has made various material assumptions, including but not limited to: our ability to build our market share; the performance of the Company’s business and operations; our ability to retain key personnel; our ability to maintain and expand geographic scope; our ability to execute on our expansion plans; our ability to continue investing in our product candidates to support our growth; our ability to execute our research and development initiatives, including scale‐up; our ability to obtain and maintain existing financing on acceptable terms; currency exchange and interest rates; the impact of competition; the changes and trends in our industry or the global economy; the size of the target markets for our product candidates; our ability to maintain, expand and protect our intellectual property; our ability to enter into manufacturing, distributor, licensing and other partnerships to support our growth; and the changes in laws, rules, regulations, and global standards. Although the Company believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect, and the Company cannot assure that actual results will be consistent with these forward‐ looking statements.

Readers are cautioned that these factors are difficult to predict and that the assumptions used in developing the forward‐looking statements may prove to be incorrect. Readers are also cautioned that the list of risk factors contained in this Prospectus or the documents incorporated by reference herein is not exhaustive. Accordingly, readers are cautioned that the Company’s actual results may vary from the forward‐looking statements, and the variations may be material.

Additional information on these and other factors is provided under the heading “ Risk Factors ” in this Prospectus and in the documents incorporated by reference herein including in the MD&A (as defined herein) under the heading “ Risk Factors ” and in the IPO Prospectus (as defined herein) under the heading “ Risk Factors ”, as may be modified or superseded by other subsequently filed documents that are also incorporated or deemed to be incorporated by reference in this Prospectus.

Should one or more of these risks or uncertainties, or a risk that is not currently known to us, materialize, or should assumptions underlying those forward‐looking statements prove incorrect, actual results may vary materially from those described herein. These forward‐looking statements are made as of the date of this Prospectus and we do not intend, and do not assume any obligation, to update these forward‐looking statements, except as required by applicable securities laws. Investors are cautioned that forward‐looking statements are not guarantees of future performance and are inherently uncertain. Accordingly, investors are cautioned not to put undue reliance on forward‐looking statements.

MARKET AND INDUSTRY DATA

Market and industry data presented in this Prospectus was obtained from third party sources, industry reports, journals, studies and publications, websites and other publicly available information, as well as industry and other data prepared by the Company or on the Company’s behalf on the basis of our knowledge of the antimicrobial coating industry, markets and economies (including our opinions, estimates and assumptions relating to such industry, markets and economies based on that knowledge). We believe that these sources are generally reliable,

but the accuracy and completeness of this information is not guaranteed. We have not independently verified such information, and we do not make any representation as to the accuracy of such information. Actual outcomes may vary materially from those forecasted in such reports or publications, and the likelihood for material variation can be expected to increase as the length of the forecast period increases. Although we believe it to be reliable, we have not independently verified any of the data from third party sources referred to in this Prospectus, analyzed or verified the underlying studies or surveys relied upon or referred to by such sources, or ascertained the underlying industry, market, economic and other assumptions relied upon by such sources. Industry, market and economic data is subject to variations and cannot be verified due to limits on the availability and reliability of data inputs, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus from documents filed with securities commissions or similar authorities in Canada.

Copies of the documents incorporated herein by reference may be obtained upon request without charge from the Company at 2010 Winston Park Dr., 2nd Floor, Oakville, ON L6H 5R7, telephone (800) 344‐9868, and are also available electronically at www.sedarplus.ca.

As of the date of this Prospectus, the following documents of the Company, filed with the securities commissions or similar regulatory authorities in certain of the provinces of Canada are specifically incorporated by reference into, and form an integral part of, this Prospectus provided that such documents are not incorporated by reference to the extent that their contents are modified or superseded by a statement contained in this Prospectus or in any other subsequently filed document that is also incorporated by reference in the Prospectus, as further described below:

the (final) long‐form prospectus of the Company dated January 31, 2023 (the “ IPO Prospectus ”);
the Company’s unaudited condensed interim financial statements for the three months ended March 31, 2023, filed on May 30, 2023, together with the notes thereto;
the Company’s management’s discussion and analysis for the three months ended March 31, 2023, filed on May 30, 2023;
the Company’s audited annual financial statements for the year ended December 31, 2022, the notes thereto and the independent auditor’s report thereon, filed on May 1, 2023;
the Company’s annual management’s discussion and analysis for the year ended December 31, 2022, filed on May 1, 2023 (the “ MD&A ”); and
the Company’s material change reports dated:
March 21, 2023 with respect to the listing of the Company’s Common Shares on the CSE;
March 21, 2023 with respect to the entry into an investor relations agreement with Triomphe Holdings Ltd. (DBA Capital Analytica) as an investor relations consultant;
March 29, 2023 with respect to the engagement of Generation IACP Inc. as a market maker;
April 12, 2023 with respect to the entry into: (i) a development stage agreement with Dunmore (as defined herein), (ii) an amendment agreement to the CRA (as defined herein) with McMaster (as defined herein), and (iii) investor relations agreements with each of Triple Bull Consulting Inc. and ARU Global Inc.;
April 13, 2023 with respect to the entry into an investor relations agreement with Medical Gold Limited Liability Company (LLC);
April 19, 2023 with respect to the entry into an investor relations agreement with IR Labs Inc. and an amendment agreement with Triple Bull Consulting Inc.;

May 29, 2023 with respect to the entry into the Spray License Agreement (as defined herein) with McMaster;
June 2, 2023 with respect to the announcement of the commencement of trading of the Company’s Common Shares on the OTCQB Venture Market and the Frankfurt Stock Exchange;
June 22, 2023 with respect to the completion of the first phase of development with Dunmore and the entry into an investor relations agreement with Marco Messina;
July 20, 2023 with respect to the entry into: (i) the Spray Collaborative Research Agreement (as defined herein) and (ii) an amendment to the Spray License Agreement with McMaster; and
July 26, 2023 with respect to the entry into an investor relations agreement with Spotlight Media Corp.

Any document of the type referred to in the preceding paragraph (excluding confidential material change reports), and all other documents of the type required by National Instrument 44‐101 – Short Form Prospectus Distributions of the Canadian Securities Administrators to be incorporated by reference in this Prospectus, filed by the Company with a securities commission or similar regulatory authority in Canada after the date of this Prospectus and prior to the termination of any offering of Securities hereunder shall be deemed to be incorporated by reference into this Prospectus.

A Prospectus Supplement containing the specific terms of any offering of the Securities will be delivered to purchasers of the Securities together with this Prospectus and will be deemed to be incorporated by reference in this Prospectus as of the date of the Prospectus Supplement and only for the purposes of the offering of the Securities to which that Prospectus Supplement pertains.

Any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference in this Prospectus will be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein, in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such a statement. 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 is not to be deemed an admission 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. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. Rather only such statements as so modified or superseded shall be considered to constitute part of this Prospectus.

Upon the Company’s filing of an annual information form and the related annual financial statements and management’s discussion and analysis with applicable securities regulatory authorities during the currency of this Prospectus, the IPO Prospectus, the previous annual financial statements and management’s discussion and analysis and all interim financial statements, material change reports and information circulars filed prior to the commencement of the Company’s financial year in which the new annual information form is filed will be deemed no longer to be incorporated into this Prospectus for purposes of future offers and sales of the Securities under this Prospectus.

Upon interim financial statements and the accompanying management’s discussion and analysis and material change report being filed by the Company with the applicable securities regulatory authorities during the duration of this Prospectus, all interim financial statements and the accompanying management’s discussion and analysis filed prior to the new interim financial statements shall be deemed no longer to be incorporated into this Prospectus for purposes of future offers and sales of securities under this Prospectus. In addition, upon an annual information form being filed by the Company with the applicable securities regulatory authorities during the term of this Prospectus for which the related annual comparative financial statements include at least nine months of financial results of an acquired business for which a business acquisition report was filed by the Company and incorporated

by reference into this Prospectus, such a business acquisition report shall no longer be deemed to be incorporated into this Prospectus for the purpose of future offers and sales of the Securities hereunder.

References to the Company’s website in any documents that are incorporated by reference into this Prospectus do not incorporate by reference the information on the Company’s website into this Prospectus, and we disclaim any such incorporation by reference.

In addition, certain marketing materials (as that term is defined in applicable Canadian securities legislation) may be used in connection with a distribution of Securities under this Prospectus and the applicable Prospectus Supplements(s). Any “template version” of “marketing materials” (as those terms are defined in applicable Canadian securities legislation) pertaining to a distribution of Securities, and filed by the Company after the date of the Prospectus Supplement for the distribution and before termination of the distribution of such Securities, will be deemed to be incorporated by reference in that Prospectus Supplement for the purposes of the distribution of Securities to which the Prospectus Supplement pertains.

ABOUT THE COMPANY

The following description of the Company is, in some instances, derived from selected information about the Company contained in the documents incorporated by reference into this Prospectus. This description does not contain all of the information about the Company and its business that Prospective investors should consider before investing in any Securities. Prospective investors should carefully read the entire Prospectus and the applicable Prospectus Supplement, including under the heading “Risk Factors”, as well as the documents incorporated by reference into this Prospectus and the applicable Prospectus Supplement, before making an investment decision.

General

The Company was incorporated under the Business Corporations Act (British Columbia) on July 28, 2020 under the name “1259192 B.C. Ltd.”. It changed its name to “FendX Technologies Inc.” on September 18, 2020. The Company’s head office is located at 2010 Winston Park Dr., 2nd Floor, Oakville, ON L6H 5R7, and its registered and records office is located at 800 – 885 West Georgia Street, Vancouver, BC VC6 3H1.

The Company is currently a reporting issuer in the provinces of British Columbia, Alberta, Manitoba and Ontario. The Common Shares are listed under the symbol “FNDX” on the CSE, under the symbol “FDXTF” on the OTCQB Venture Market and under the symbol “E8D” on the Frankfurt Stock Exchange.

Corporate Structure

As of the date of the Prospectus, the Company has no subsidiaries.

Summary Description of the Business

The Company is focused on the research, development and commercialization of surface protection coatings. To date, the Company has licensed technologies related to both film and spray formulations from McMaster University, Hamilton, Ontario, Canada (“ McMaster ”). The Company entered into a license agreement with McMaster dated February 5, 2021, as amended July 14, 2021 and July 15, 2022 (the “ License Agreement ”), which provides the Company with an exclusive world‐wide license to several patent applications and certain technology to research, develop and commercialize surface protection coating products (the “ Licensed Technology ”). The Company is conducting research and development activities using the Licensed Technology in collaboration with McMaster pursuant to a research and development collaboration agreement (the “ Collaborative Research Agreement” or “CRA ”) with McMaster with an effective date of August 1, 2021 and amended on April 11, 2023 with an effective date of January 1, 2023.

The Company and McMaster entered into another license agreement dated May 16, 2023, as amended on July 20, 2023 (the “ Spray License Agreement ”) which provides the Company with an exclusive worldwide license to certain

technology, including a U.S provisional patent application filed on October 11, 2022, for a bifunctional spray coating formulation (the “ Spray Licensed Technology ”). The Company entered into a collaboration research agreement (the “ Spray Collaborative Research Agreement” or “Spray CRA ”) with McMaster dated July 20, 2023 with an effective date of July 1, 2023 to conduct research and development activities on the Spray Licensed Technology.

Drs. Leyla Soleymani and Tohid Didar (together, the “ Lead Researchers ”) at McMaster initially created a surface coating film lab prototype which is part of the Licensed Technology. The prototype film, also referred to herein as the original lab prototype film, has been shown to effectively repel certain pathogens that come into contact with its surface. Although this film is still in the development stage, the Company believes this film will be important to control the spread of pathogens on surfaces that are prone to contamination. This technology works by combining hierarchical wrinkled molecular structure with chemical functionalization to reduce pathogen adhesion and biofilm formation. The film is flexible and has the potential to be applied to most surface shapes. The Lead Researchers at McMaster also created the Spray Licensed Technology.

The Company collaborated with consultants and McMaster to optimize the scalability of the original lab prototype film. This scalability assessment led to a recommendation to reformulate the original lab prototype to streamline the scale‐up process. As a result, McMaster, as part of the CRA work, developed a reformulated lab prototype film that showed similar repelling properties to the original lab prototype film based on laboratory testing, referred to herein as the reformulated lab prototype film.

In order to assess whether the reformulated lab prototype film could be scaled‐up, on April 11, 2023 the Company signed a development stage agreement with Dunmore International Corp. (“ Dunmore ”), a Steel Partners Holdings L.P. operating company to provide engineering expertise to scale‐up the reformulated lab prototype film to create intermediate‐sized prototype type films for testing. Pursuant to the development stage agreement, the first phase was for Dunmore to adapt McMaster’s lab prototype formulation to their manufacturing production processes, which Dunmore has successfully completed. The films created at Dunmore under the first phase were then tested at McMaster and McMaster confirmed the films to have similar repelling properties to the McMaster reformulated lab prototype film. These positive findings allows Dunmore to advance to the next phase of development that entails conducting small runs on their commercial manufacturing line to create intermediate sized films for further testing, including testing in real world conditions. If intermediate scale‐up can be demonstrated, the Company intends to move to the commercial scale‐up phase with a third‐party manufacturer to create a commercial product, which would be tested to ensure it meets the repelling, durability, and stability specifications. If successful, the Company intends to commercialize this product using manufacturing and distributor partnerships still to be entered into.

The Company plans to name its first film product REPELWRAP™ film and believes REPELWRAP™ film will be the first product introduced to the Canadian market that repels pathogens. This differs from other currently available surface coating films which have antimicrobial properties (kills pathogens) on their surface that kills bacteria and viruses when they come in contact with the surface of these films. The Company has not generated any revenues to date from any product sales as its products are in the development stage and has not entered into any distribution or manufacturing agreements.

Once fully developed, the Company intends to initially target REPELWRAP™ film towards healthcare settings (i.e., hospitals, long‐term care, senior’s residences, clinics) and high traffic public touchpoints (i.e., transportation, hospitality, stadiums/arenas/malls, restaurants, schools, business offices) prone to high levels of surface contamination. The Company expects to launch REPELWRAP™ film in the Canadian market in mid‐2024, conditional on achieving successful scaleup assessment, product scale‐up and commercial manufacturing. After launching in Canada, the Company intends to seek any required approvals for launch in the United States as well as certain European and Asian countries in the longer term.

The Spray Licensed Technology is in early‐stage development at McMaster, however results from McMaster lab testing, as published in two journals to‐date, has shown it to effectively repel certain pathogens that come into contact with surfaces coated with it, as well as effectively inactivate residual pathogens on the coated surface. The Company is collaborating with McMaster to further development of the Spray Licensed Technology pursuant to the Spray CRA. Although this Spray Licensed Technology is still in the development stage, the Company believes a spray formulation will be important to control the spread of pathogens on surfaces that are prone to contamination, as a

potential spray product could be easier to apply to many surfaces than a film. When an advanced lab prototype spray has been developed, the Company intends to work with McMaster to assess the lab formulation for scale‐up, then if successful, engage a third‐party manufacturer to conduct intermediate scale‐up work and, if successful, proceed to commercial scale‐up work, similar to what is required to scale‐up and commercialize the REPELWRAP[TM] film. To‐date, the Company has not developed an advanced spray formulation nor entered into any agreements with third‐parties for scale‐up assessment or intermediate scale‐up work.

The Company is also exploring additional applications of the Licensed Technology, including development of enhancements to the current reformulated lab prototype film to create follow‐on films including films with both repelling and killing properties (repel and kill version). To date, the Company, through McMaster, has conducted limited research and development on this potential application as it is focused on furthering the research and development of the REPELWRAP™ film and the Spray Licensed Technology.

In addition, the Company, with McMaster, intends to assess the Licensed Technology to develop a coating for catheters to prevent catheter‐related blood clot or bacterial biofilm formation and occlusion. To date, the Company, through McMaster, has undertaken limited early‐stage research to assess if the Licensed Technology can be used to coat medical catheters. Future work would entail the research of assessment of various coating formulations to protect medical catheters from occlusion and biofilm formation. As of the date of this Prospectus, only preliminary work has been initiated on this project by McMaster which is at an early research stage. The Company anticipates commencing more thorough assessment and development efforts at McMaster to assess the potential for development of a lab prototype to coat catheters which will commence in Q3 2023.

Further information regarding the business of the Company or its operations can be found in the IPO Prospectus and the other materials incorporated by reference herein. See “ Documents Incorporated by Reference ”.

RISK FACTORS

An investment in the Company’s securities is speculative and involves a high degree of risk. In addition to the other information included or incorporated by reference in this Prospectus or any applicable Prospectus Supplement, you should carefully consider the risks and uncertainties described in the documents incorporated by reference in this Prospectus and any applicable Prospectus Supplement, together with all of the other information contained in this Prospectus, before purchasing the Company’s securities. The occurrence of any of such risks could have a material adverse effect on our business, financial condition, results of operations and future prospects. In these circumstances, the market price of our securities, including the Common Shares, could decline, and you may lose all or part of your investment. The risks described herein are not the only risks we face; risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, financial condition and results of operations. Investors should also refer to the other information set forth or incorporated by reference in this Prospectus or any applicable Prospectus Supplement, including our financial statements and related notes. This Prospectus also contains forward‐looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward‐looking statements as a result of a number of factors, including the risks described herein. See “ Cautionary Note Regarding Forward‐Looking and Other Statements ”.

In particular, you should carefully consider the risks described under the Company’s IPO Prospectus under the heading “ Risk Factors ”, and other publicly filed documents which are incorporated herein by reference, as well as the risk factors described under the heading “ Risk Factors ” in any applicable Prospectus Supplement. See “ Documents Incorporated by Reference ”.

Risks Related to the Offering of Securities

Market price of Common Shares

The market price of the Common Shares may be volatile and subject to wide fluctuations in response to numerous factors, many of which are beyond the Company’s control. This volatility may affect the ability of holders of Common Shares to sell their securities at an advantageous price. Market price fluctuations in the Common Shares may be due

to the Company’s operating results failing to meet expectations of securities analysts or investors in any period, downward revision in securities analysts’ estimates, adverse changes in general market conditions or economic trends, acquisitions, dispositions or other material public announcements by the Company or its competitors, along with a variety of additional factors. These broad market fluctuations may adversely affect the market price of the Common Shares.

Financial markets have historically at times experienced significant price and volume fluctuations that have particularly affected the market prices of equity securities of companies and have often been unrelated to the operating performance, underlying asset values or prospects of such companies. Accordingly, the market price of the Common Shares may decline even if the Company’s operating results, underlying asset values or prospects have not changed. Additionally, these factors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. There can be no assurance that continuing fluctuations in price and volume will not occur. If such increased levels of volatility and market turmoil continue, the Company’s operations could be adversely impacted and the trading price of the Common Shares may be materially adversely affected.

Absence of a public market for some of the Securities

There is no public market for the Preferred Shares, Debt Securities, Warrants, Subscription Receipts, or Units and, unless otherwise specified in the applicable Prospectus Supplement, the Company does not intend to apply for listing of the Debt Securities, Warrants, Subscription Receipts, or Units on any securities exchanges. If the Preferred Shares, Debt Securities, Warrants, Subscription Receipts, or Units are traded after their initial issuance, they may trade at a discount from their initial offering prices depending on prevailing interest rates (as applicable), the market for similar securities and other factors, including general economic conditions and the Company’s financial condition. There can be no assurance as to the liquidity of the trading market for the Preferred Shares, Debt Securities, Warrants, Subscription Receipts, or Units, or that a trading market for these Securities will develop at all.

Future sales of issuance of debt or equity Securities

Given the Company’s plans and expectations that additional capital and personnel will be needed, the Company may need to issue additional debt or equity securities. The Company cannot predict the size of future sales and issuances of debt or equity Securities or the effect, if any, that future sales and issuances of debt or equity Securities will have on the market price of the Common Shares. Sales or issuances of a substantial number of equity Securities, or the perception that such sales could occur, may adversely affect prevailing market prices for the Common Shares. With any additional sale or issuance of equity Securities, investors will suffer dilution of their voting power and may experience dilution in the Company’s earnings per share.

Discretion over use of proceeds

The Company intends to allocate the net proceeds it will receive from an offering as described under “Use of Proceeds” in this Prospectus and the applicable Prospectus Supplement. However, the Company will have broad discretion over the use of the net proceeds from an offering by the Company of the Securities. Because of the number and variability of factors that will determine the Company’s use of such proceeds, the Company’s ultimate use might vary substantially from its planned use. The failure by the Company to apply these funds effectively could have a material adverse effect on the business of the Company. Investors may not agree with how the Company allocates or spends the proceeds from an offering of the Securities. The Company may pursue acquisitions, collaborations or other opportunities that do not result in an increase in the market value of the Securities, including the market value of the Common Shares, and that may increase its losses.

Liquidity

Shareholders may be unable to sell significant quantities of Common Shares into the public trading markets without a significant reduction in the price of their Common Shares, or at all. There can be no assurance that there will be sufficient liquidity of the Common Shares on the trading market, and that the Company will continue to meet the listing requirements of the CSE or other public listing exchanges.

Unsecured Debt Securities

Unless otherwise indicated in an applicable Prospectus Supplement, the Debt Securities will be direct unsecured obligations of the Company. As a result, in the event that the Company defaults in payment of the Debt Securities, investors in the Debt Securities could receive no compensation and lose all or some of their investment.

In addition, the Debt Securities could be senior or subordinated indebtedness of the Company as described in the applicable Prospectus Supplement. If the Debt Securities are senior indebtedness, they will rank equally and ratably with all other unsecured indebtedness of the Company from time to time issued and outstanding which is not subordinated. If the Debt Securities are subordinated indebtedness, they will be subordinated to senior indebtedness of the Company as described in the applicable Prospectus Supplement, and they will rank equally and ratably with other subordinated indebtedness of the Company from time to time issued and outstanding as described in the applicable prospectus supplement. The Company reserves the right to specify in a Prospectus Supplement whether a particular series of subordinated Debt Securities is subordinated to any other series of subordinated Debt Securities. If the Debt Securities are subordinated indebtedness and the Company defaults in payment of its obligations, investors in the Debt Securities will be paid following payment of senior indebtedness or secured obligations. An investor could lose all or some of their investment.

Effect of changes in interest rates on Debt Securities

Prevailing interest rates will affect the market price or value of any Debt Securities. The market price or value of any Debt Securities may decline as prevailing interest rates for comparable debt instruments rise, and increase as prevailing interest rates for comparable debt instruments decline.

Effect of fluctuations in foreign currency markets on Debt Securities

Debt securities denominated or payable in foreign currencies may entail significant risk. These risks include, without limitation, the possibility of significant fluctuations in the foreign currency markets, the imposition or modification of foreign exchange controls and potential liquidity restrictions in the secondary market. These risks will vary depending upon the currency or currencies involved and will be more fully described in the applicable Prospectus Supplement.

Trading price of Common Shares and volatility

In recent years, the securities markets in the United States and Canada, have experienced a high level of price and volume volatility, and the market prices of securities of many companies have experienced large fluctuations in price that have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that continual fluctuations in price will not occur with respect to the Common Shares. The trading price of the Common Shares may be subject to large fluctuations and may decline below the price at which an investor acquired their Common Shares. The trading price may increase or decrease in response to a number of events and factors, which may not be within the Company’s control nor be a reflection of the Company’s actual operating performance, underlying asset values or prospects. Accordingly, investors may not be able to sell their Securities at or above their acquisition cost.

History of negative cash flows

The Company has a history of negative cash flow from operating activities. To the extent that the Company has negative cash flow in future periods, the Company may need to allocate a portion of the net proceeds from the sale of Securities to fund such negative cash flow. There can be no assurance that additional capital or other types of financing will be available when need or that these financings will be on terms at least as favourable to the Company as those previously obtained, or at all.

USE OF PROCEEDS

The use of proceeds from the sale of Securities will be described in the applicable Prospectus Supplement relating to a specific offering and sale of Securities. Among other potential uses, the Company may use the net proceeds from the sale of Securities for operational costs relating to its business and for general corporate and working capital purposes.

The management of the Company will retain broad discretion in allocating the net proceeds of any offering of Securities under this Prospectus and the Company’s actual use of the net proceeds will vary depending on the operating and capital needs from time to time.

We may also, from time to time, decide to issue Securities otherwise than pursuant to a Prospectus Supplement to this Prospectus. All expenses relating to an offering of Securities and any compensation paid to underwriters, dealers or agents, as the case may be, will be paid out of the proceeds from the sale of such Securities, unless otherwise stated in the applicable Prospectus Supplement.

For the three month period ended March 31, 2023, the Company recorded losses, negative cash flow from operations and an accumulated deficit. The Company’s cash flow from operations may be affected in the future by the investment it is making to continue to develop its proposed products. In addition to other uses of net proceeds to be specified in a Prospectus Supplement, to the extent that the Company has negative cash flow in future periods, the Company may need to allocate a portion of the net proceeds from the sale of Securities to fund such negative cash flow. There can be no assurance that additional capital or other types of financing will be available when need or that these financings will be on terms at least as favourable to the Company as those previously obtained, or at all.

The Company may, from time to time, issue securities (including Securities) other than pursuant to this Prospectus.

We had negative cash flow from operating activities of $1,170,743 for the year ended December 31, 2022 and $1,294,835 for the three month period ended March 31, 2023. In addition to other uses of net proceeds described herein and to be specified in a Prospectus Supplement, the net proceeds from sales of securities may also be used to fund anticipated negative cash flow from operating activities in future periods.

CONSOLIDATED CAPITALIZATION

Since March 31, 2023, the date of our financial statements for the most recently completed financial period, there have been no material changes in our consolidated share or debt capital, other than the issuance of an aggregate of 183,333 Common Shares in connection with the vesting of restricted share units and the exercise of stock options.

PRIOR SALES

Information in respect of prior sales of the Common Shares or other Securities distributed under this Prospectus and for securities that are convertible or exchangeable into the Common Shares or such other Securities within the previous 12 month period will be provided, as required, in a Prospectus Supplement with respect to the issuance of the Common Shares or other Securities pursuant to such Prospectus Supplement.

TRADING PRICE AND VOLUME

The Common Shares are listed for trading on the CSE under the trading symbol “FNDX”, under the symbol “FDXTF” on the OTCQB Venture Market and under the symbol “E8D” on the Frankfurt Stock Exchange. Trading price and volume information for the Securities will be provided as required in each Prospectus Supplement.

EARNINGS COVERAGE

The applicable Prospectus Supplement will include, as required, earnings coverage ratios with respect to the issuance of such Securities pursuant to such Prospectus Supplement.

DESCRIPTION OF SECURITIES

The following is a brief summary of certain general terms and provisions of the Securities as at the date of this Prospectus. The summary does not purport to be complete and is indicative only. The specific terms of any Securities to be offered under this Prospectus, and the extent to which the general terms described in this Prospectus apply to such Securities, will be set forth in the applicable Prospectus Supplement. Moreover, a Prospectus Supplement relating to a particular offering of Securities may include terms pertaining to the Securities being offered thereunder that are not within the terms and parameters described in this Prospectus.

Common Shares

The authorized capital of the Company consists of an unlimited number of Common Shares without par value. The rights, privileges and restrictions on the Common Shares are contained in the Articles of the Company, which are available on SEDAR+ at www.sedarplus.ca. As of the date hereof, there are 52,096,786 Common Shares issued and outstanding.

Each Common Share entitles the holder to receive notice of and attend all meetings of the Shareholders. Each Common Share carries the right to one vote. The holders of Common Shares are entitled to receive any dividends declared by the Company in respect of the Common Shares at such time and in such amount as may be determined by the Board, in its discretion. In the event of the liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, holders of Common Shares are also entitled to participate, rateably, in the distribution of the assets of the Company, subject to the rights of the holders of any other class of shares ranking in priority to the Common Shares. Subject to the rights, privileges, restrictions and conditions attached to the preferred shares of the Company, the holders of the Common Shares are entitled to receive any dividends declared by the Company in respect of the Common Shares.

Preferred Shares

In the event that the Company decides to offer Preferred Shares, the Articles of the Company will be amended to permit the authorized capital of the Company to include an unlimited number of Preferred Shares without par value. Our Preferred Shares may include one or more series and, subject to the Business Corporations Act (British Columbia), the directors of the Company may, by resolution, if none of the shares of any particular series are issued, alter the Articles of the Company and authorize the alteration of the Notice of Articles of the Company, as the case may be, to do one or more of the following:

(a) determine the maximum number of shares of that series of Preferred Shares that the Company is authorized to issue, determine that there is no such maximum number, or alter any such determination;
(b) create an identifying name for the shares of that series of Preferred Shares, or alter any such identifying name; and
(c) attach special rights or restrictions to the shares of that series of Preferred Shares, or alter any such special rights or restrictions.

The following description of the terms of Preferred Shares sets forth certain general terms and provisions of Preferred Shares in respect of which a Prospectus Supplement may be filed. The particular terms and provisions of Preferred Shares offered by any Prospectus Supplement, and the extent to which the general terms and provisions described below may apply thereto, will be described in the Prospectus Supplement filed in respect of such Preferred Shares.

The description of general terms and provisions of Preferred Shares described in any Prospectus Supplement will include, where applicable:

the offering price of the Preferred Shares;

the title and designation of the number of shares of the series of Preferred Shares;
the dividend rate or method of calculation, the payment dates for dividends and the place or places where the dividends will be paid, whether dividends will be cumulative or noncumulative, and, if cumulative, the dates from which dividends will begin to accumulate;
any conversion or exchange features or rights;
any retraction, purchase for cancellation or surrender provisions;
whether the Preferred Shares will be subject to redemption and the redemption price and other terms and conditions relative to the redemption rights;
any liquidation rights;
any voting rights;
any rights upon dissolution or winding‐up;
and pre‐emptive rights;
any sinking or purchase fund provisions; and
any other rights, privileges, restrictions and conditions attaching to the Preferred Shares.

We reserve the right to set forth in a Prospectus Supplement specific terms of the Preferred Shares that are not within the options and parameters set forth in this Prospectus. In addition, to the extent that any particular terms of the Preferred Shares described in a Prospectus Supplement differ from any of the terms described in this Prospectus, the description of such terms set forth in this Prospectus shall be deemed to have been superseded by the description of such differing terms set forth in such Prospectus Supplement.

Description of Debt Securities

The following is a brief summary of certain general terms and provisions of the Debt Securities that may be offered pursuant to this Prospectus. This summary does not purport to be complete. The particular terms and provisions of the Debt Securities as may be offered pursuant to this Prospectus will be set forth in the applicable Prospectus Supplement pertaining to such offering of Debt Securities, and the extent to which the general terms and provisions described below may apply to such Debt Securities will be described in the applicable Prospectus Supplement. The following description is subject to the detailed provisions of the applicable Trust Indenture (defined herein). Accordingly, reference should also be made to the applicable Trust Indenture, a copy of which will be filed by the Company with the securities commissions or similar regulatory authorities in applicable Canadian offering jurisdictions, after it has been entered into, and will be available electronically through SEDAR+ at www.sedarplus.ca.

Debt securities may be offered separately or in combination with one or more other securities of the Company. The Company may, from time to time, issue Debt Securities and incur additional indebtedness other than through the issue of Debt Securities pursuant to this Prospectus. Convertible Debt Securities offered under this Prospectus and any Prospectus Supplement may only be convertible into other securities of the Company.

The Company will deliver, along with this Prospectus, an undertaking to the securities regulatory authority in the provinces of British Columbia, Alberta, Manitoba and Ontario that the Company will, if any Debt Securities are distributed under this Prospectus and for so long as such Debt Securities are issued and outstanding, file the periodic and timely disclosure of any credit supporter similar to the disclosure required under Section 12.1 of Form 44‐101F1.

Any Prospectus Supplement offering guaranteed Debt Securities will comply with the requirements of Item 12 of Form 44‐101F1 or the conditions for an exemption from those requirements and will include a certificate from each credit supporter as required by section 21.1 of Form 44‐101F1 and section 5.12 of National Instrument 41‐101 – General Prospectus Requirements .

The Debt Securities will be issued under one or more indentures (each, a “ Trust Indenture ”), in each case between the Company and a financial institution or trust company organized under the laws of Canada or any province thereof and authorized to carry on business as a trustee (each, a “ Trustee ”).

The applicable Trust Indenture will not limit the aggregate principal amount of Debt Securities that may be issued under such Trust Indenture and will not limit the amount of other indebtedness that the Company may incur. The applicable Trust Indenture will provide that the Company may issue Debt Securities from time to time in one or more series and may be denominated and payable in U.S. dollars, Canadian dollars or any foreign currency. Unless otherwise indicated in the applicable Prospectus Supplement, the Debt Securities will be unsecured obligations of the Company.

The Company may specify a maximum aggregate principal amount for the Debt Securities of any series and, unless otherwise provided in the applicable Prospectus Supplement, a series of Debt Securities may be reopened for issuance of additional Debt Securities of such series. The applicable Trust Indenture will also permit the Company to increase the principal amount of any series of the Debt Securities previously issued and to issue that increased principal amount.

Any Prospectus Supplement for Debt Securities supplementing this Prospectus will contain the specific terms and other information with respect to the Debt Securities being offered thereby, including, but not limited to, the following:

the designation, aggregate principal amount and authorized denominations of such Debt Securities;
the price or prices at which the Debt Securities will be issued;
the percentage of principal amount at which the Debt Securities will be issued;
whether payment on the Debt Securities will be senior or subordinated to other liabilities or obligations of the Company;
the date or dates, or the methods by which such dates will be determined or extended, on which the Company may issue the Debt Securities and the date or dates, or the methods by which such dates will be determined or extended, on which the Company will pay the principal and any premium on the Debt Securities and the portion (if less than the principal amount) of Debt Securities to be payable upon a declaration of acceleration of maturity;
whether the Debt Securities will bear interest, the interest rate (whether fixed or variable) or the method of determining the interest rate, the date from which interest will accrue, the dates on which the Company will pay interest and the record dates for interest payments, or the methods by which such dates will be determined or extended;
the place or places the Company will pay the principal, premium, if any, and interest, if any, and the place or places where Debt Securities can be presented for registration of transfer or exchange;
whether and under what circumstances the Company will be required to pay any additional amounts for withholding or deducting for Canadian tax purposes with respect to the Debt Securities, and whether and on what terms the Company will have the option to redeem the Debt Securities rather than pay the additional amounts;
whether the Company will be obligated to redeem or repurchase the Debt Securities pursuant to any sinking or purchase fund or other provisions, or at the option of a holder, and the terms and conditions of such redemption;

whether the Company may redeem the Debt Securities at its option and the terms and conditions of any such redemption;
the denominations in which the Company will issue any registered and unregistered Debt Securities;
the currency or currency units for which Debt Securities may be purchased and the currency or currency units in which the principal and any interest is payable (in either case, if other than Canadian dollars) or if payments on the Debt Securities will be made by delivery of Common Shares or other property;
whether payments on the Debt Securities will be payable with reference to any index or formula;
if applicable, the ability of the Company to satisfy all or a portion of any redemption of the Debt Securities, any payment of any interest on such Debt Securities or any repayment of the principal owing upon the maturity of such Debt Securities through the issuance of securities of the Company or of any other entity, and any restriction(s) on the persons to whom such securities may be issued;
whether the Debt Securities will be issued as Global Securities (defined herein) and, if so, the identity of the Depositary (defined herein) for the global securities;
whether the Debt Securities will be issued as unregistered securities (with or without coupons), registered securities or both;
the periods and the terms and conditions, if any, upon which the Company may redeem the Debt Securities prior to maturity and the price or prices of which, and the currency or currency Units in which, the Debt Securities are payable;
any events of default or covenants applicable to the Debt Securities;
any terms under which Debt Securities may be defeased, whether at or prior to maturity;
whether the holders of any series of Debt Securities have special rights if specified events occur;
the terms, if any, for any conversion or exchange of the Debt Securities for any other securities of the Company;
if applicable, any transfer restrictions in respect of Disqualified Holders, as defined in securities laws, or otherwise;
rights, if any, on a change of control;
provisions as to modification, amendment or variation of any rights or terms attaching to the Debt Securities;
the Trustee under the Trust Indenture pursuant to which the Debt Securities are to be issued;
whether the Company will undertake to list the Debt Securities of the series on any securities exchange or automated interdealer quotation system; and
any other terms, conditions, rights and preferences (or limitations on such rights and preferences) including covenants and events of default which apply solely to a particular series of the Debt Securities being offered which do not apply generally to other Debt Securities, or any covenants or events of default generally applicable to the Debt Securities which do not apply to a particular series of the Debt Securities.

The Company reserves the right to include in a Prospectus Supplement specific terms pertaining to the Debt Securities which are not within the options and parameters set forth in this Prospectus. In addition, to the extent that any particular terms of the Debt Securities described in a Prospectus Supplement differ from any of the terms described in this Prospectus, the description of such terms set forth in this Prospectus shall be deemed to have been superseded by the description of such differing terms set forth in such Prospectus Supplement with respect to such Debt Securities.

Unless stated otherwise in the applicable Prospectus Supplement, no holder of Debt Securities will have the right to require the Company to repurchase the Debt Securities and there will be no increase in the interest rate if the Company becomes involved in a highly leveraged transaction or has a change of control.

The Company may issue Debt Securities bearing no interest or interest at a rate below the prevailing market rate at the time of issuance, and offer and sell these securities at a discount below their stated principal amount. The Company may also sell any of the Debt Securities for a foreign currency or currency unit, and payments on the Debt Securities may be payable in a foreign currency or currency unit. In any of these cases, the Company will describe certain Canadian federal income tax consequences and other special considerations in the applicable Prospectus Supplement.

Unless otherwise indicated in the applicable Prospectus Supplement, the Company may issue Debt Securities with terms different from those of Debt Securities previously issued and, without the consent of the holders thereof, reopen a previous issue of a series of Debt Securities and issue additional Debt Securities of such series.

Original purchasers of Debt Securities which are convertible into or exchangeable for other securities of the Company will be granted a contractual right of rescission against the Company in respect of the purchase and conversion or exchange of such Debt Security. The contractual right of rescission will entitle such original purchasers to receive the amount paid on original purchase of the Debt Security and the amount paid upon conversion or exchange, upon surrender of the underlying Securities gained thereby, in the event that this Prospectus (as supplemented or amended) contains a misrepresentation, provided that: (i) the conversion or exchange takes place within 180 days of the date of the purchase of the convertible or exchangeable security under this Prospectus; and (ii) the right of rescission is exercised within 180 days of the date of the purchase of the convertible or exchangeable security under this Prospectus. This contractual right of rescission will be consistent with the statutory right of rescission in Section 131 of the Securities Act (British Columbia), and is in addition to any other right or remedy available to original purchasers in Section 131 of the Securities Act (British Columbia) or otherwise at law.

Ranking and Other Indebtedness

Unless otherwise indicated in an applicable Prospectus Supplement, the Debt Securities will be direct unsecured obligations of the Company. The Debt Securities will be senior or subordinated indebtedness of the Company as described in the applicable Prospectus Supplement. If the Debt Securities are senior indebtedness, they will rank equally and rateably with all other unsecured indebtedness of the Company from time to time issued and outstanding which is not subordinated. If the Debt Securities are subordinated indebtedness, they will be subordinated to senior indebtedness of the Company as described in the applicable Prospectus Supplement, and they will rank equally and rateably with other subordinated indebtedness of the Company from time to time issued and outstanding as described in the applicable Prospectus Supplement. The Company reserves the right to specify in a Prospectus Supplement whether a particular series of subordinated Debt Securities is subordinated to any other series of subordinated Debt Securities.

The board of directors of the Company may establish the extent and manner, if any, to which payment on or in respect of a series of Debt Securities will be senior or will be subordinated to the prior payment of the Company’s other liabilities and obligations and whether the payment of principal, premium, if any, and interest, if any, will be guaranteed and the nature and priority of any Security.

Registration of Debt Securities

Debt Securities in Book Entry Form

Unless otherwise indicated in an applicable Prospectus Supplement, Debt Securities of any series may be issued in whole or in part in the form of one or more global securities (“ Global Securities ”) registered in the name of a designated clearing agency (a “ Depositary ”) or its nominee and held by or on behalf of the Depositary in accordance with the terms of the applicable Trust Indenture. The specific terms of the depositary arrangement with respect to any portion of a series of Debt Securities to be represented by a Global Security will, to the extent not described herein, be described in the Prospectus Supplement relating to such series. The Company anticipates that the provisions described in this section will apply to all depositary arrangements.

Upon the issuance of a Global Security, the Depositary or its nominee will credit, in its book‐entry and registration system, the respective principal amounts of the Debt Securities represented by the Global Security to the accounts

of such participants that have accounts with the Depositary or its nominee (“ Participants ”). Such accounts are typically designated by the underwriters, dealers or agents participating in the distribution of the Debt Securities or by the Company if such Debt Securities are offered and sold directly by the Company. Ownership of beneficial interests in a Global Security will be limited to Participants or persons that may hold beneficial interests through Participants. With respect to the interests of Participants, ownership of beneficial interests in a Global Security will be shown on, and the transfer of that ownership will be effected only through records maintained by the Depositary or its nominee. With respect to the interests of persons other than Participants, ownership of beneficial interests in a Global Security will be shown on, and the transfer of that ownership will be effected only through records maintained by Participants or persons that hold through Participants.

So long as the Depositary for a Global Security, or its nominee, is the registered owner of such Global Security, such Depositary or such nominee, as the case may be, will be considered the sole owner or holder of the Debt Securities represented by such Global Security for all purposes under the applicable Trust Indenture and payments of principal, premium, if any, and interest, if any, on the Debt Securities represented by a Global Security will be made by the Company to the Depositary or its nominee. The Company expects that the Depositary or its nominee, upon receipt of any payment of principal, premium, if any, or interest, if any, will credit Participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the Global Security as shown on the records of such Depositary or its nominee. The Company also expects that payments by Participants to owners of beneficial interests in a Global Security held through such Participants will be governed by standing instructions and customary practices and will be the responsibility of such Participants.

Conveyance of notices and other communications by the Depositary to direct Participants, by direct Participants to indirect Participants and by direct and indirect Participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial owners of Debt Securities may wish to take certain steps to augment transmission to them of notices of significant events with respect to the Debt Securities, such as redemptions, tenders, defaults and proposed amendments to the Trust Indenture.

Owners of beneficial interests in a Global Security will not be entitled to have the Debt Securities represented by such Global Security registered in their respective names, will not receive or be entitled to receive physical delivery of such Debt Securities in certificated non‐book‐entry form, and will not be considered the owners or holders thereof under the applicable Trust Indenture, and the ability of a holder to pledge a Debt Security or otherwise take action with respect to such holder’s interest in a Debt Security (other than through a Participant) may be limited due to the lack of a physical certificate.

No Global Security may be exchanged in whole or in part for Debt Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any person other than the Depositary for such Global Security or any nominee of such Depositary unless: (i) the Depositary is no longer willing or able to properly discharge its responsibilities as Depositary and the Company is unable to locate a qualified successor; (ii) the Company at its option elects, or is required by law, to terminate the book‐entry system through the Depositary or the book‐entry system ceases to exist; or (iii) if provided for in the Trust Indenture, after the occurrence of an event of default thereunder (provided the Trustee has not waived the event of default in accordance with the terms of the Trust Indenture), Participants acting on behalf of beneficial holders representing, in aggregate, a threshold percentage of the aggregate principal amount of the Debt Securities then outstanding advise the Depositary in writing that the continuation of a book‐entry system through the Depositary is no longer in their best interest.

If one of the foregoing events occurs, such Global Security shall be exchanged for certificated non‐book‐entry Debt Securities of the same series in an aggregate principal amount equal to the principal amount of such Global Security and registered in such names and denominations as the Depositary may direct.

The Company, any underwriters, dealers or agents and any Trustee identified in an accompanying Prospectus Supplement, as applicable, will not have any liability or responsibility for (i) records maintained by the Depositary relating to beneficial ownership interests in the Debt Securities held by the Depositary or the book‐entry accounts maintained by the Depositary; (ii) maintaining, supervising or reviewing any records relating to any such beneficial ownership interests; or (iii) any advice or representation made by or with respect to the Depositary and contained

in this Prospectus or in any Prospectus Supplement or Trust Indenture with respect to the rules and regulations of the Depositary or at the direction of Participants.

Unless otherwise stated in the applicable Prospectus Supplement, CDS Clearing and Depository Services Inc. or its successor will act as Depositary for any Debt Securities represented by a Global Security.

Debt Securities in Certificated Form

A series of the Debt Securities may be issued in definitive form, solely as registered Securities, solely as unregistered Securities or as both registered Securities and unregistered Securities. Unless otherwise indicated in the applicable Prospectus Supplement, unregistered Securities will have interest coupons attached.

In the event that the Debt Securities are issued in certificated non‐book‐entry form, and unless otherwise indicated in the applicable Prospectus Supplement, payment of principal, premium, if any, and interest, if any, on the Debt Securities (other than a Global Security) will be made at the office or agency of the Trustee or, at the option of the Company, by the Company by way of cheque mailed or delivered to the address of the person entitled at the address appearing in the security register of the Trustee or electronic funds wire or other transmission to an account of the person entitled to receive such payments. Unless otherwise indicated in the applicable Prospectus Supplement, payment of interest, if any, will be made to the persons in whose name the Debt Securities are registered at the close of business on the day or days specified by the Company.

At the option of the holder of Debt Securities, registered Securities of any series will be exchangeable for other registered securities of the same series, of any authorized denomination and of a like aggregate principal amount and tenor. If, but only if, provided in an applicable Prospectus Supplement, unregistered Securities (with all unmatured coupons, except as provided below, and all matured coupons in default) of any series may be exchanged for registered Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor. In such an event, unregistered Securities surrendered in a permitted exchange for registered Securities between a regular record date or a special record date and the relevant date for payment of interest shall be surrendered without the coupon relating to such date for payment of interest, and interest will not be payable on such date for payment of interest in respect of the registered security issued in exchange for such unregistered security, but will be payable only to the holder of such coupon when due in accordance with the terms of the Trust Indenture. Unless otherwise specified in an applicable Prospectus Supplement, unregistered Securities will not be issued in exchange for registered Securities. The applicable Prospectus Supplement may indicate the places to register a transfer of the Debt Securities in definitive form. Except for certain restrictions to be set forth in the Trust Indenture, no service charge will be payable by the holder for any registration of transfer or exchange of the Debt Securities in definitive form, but the Company may, in certain instances, require a sum sufficient to cover any tax or other governmental charges payable in connection with these transactions.

Description of Warrants

This section describes the general terms that will apply to any Warrants for the purchase of Common Shares, or Preferred Shares, or equity Warrants, or for the purchase of Debt Securities, or debt Warrants. This summary of some of the provisions of the Warrants is not complete. The statements made in this Prospectus relating to any Warrant agreement and Warrants to be issued under this Prospectus are summaries of certain anticipated provisions thereof and do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all provisions of the applicable Warrant agreement. Prospective investors should refer to the Warrant indenture or Warrant agency agreement relating to the specific Warrants being offered for the complete terms of the Warrants. A copy of any Warrant indenture or Warrant agency agreement relating to an offering of Warrants will be filed by the Company with the securities regulatory authorities in the applicable Canadian offering jurisdictions after we have entered into it, and will be available electronically on SEDAR+ at www.sedarplus.ca.

We may issue Warrants independently or together with other securities, and Warrants sold with other Securities may be attached to or separate from the other Securities. Warrants will be issued under one or more Warrant agency agreements to be entered into by us and one or more banks or trust companies acting as Warrant agent. Prior to

the exercise of their Warrants, holders of Warrants will not have any of the rights of holders of the Securities subject to the Warrants.

The Company will deliver an undertaking to the securities regulatory authority in the provinces of British Columbia, Alberta, Manitoba and Ontario, that it will not distribute Warrants that, according to their terms as described in the applicable Prospectus Supplement, are “novel” specified derivatives within the meaning of Canadian securities legislation, separately to any member of the public in Canada, unless the offering is in connection with and forms part of the consideration for an acquisition or merger transaction or unless such Prospectus Supplement containing the specific terms of the Warrants to be distributed separately is first approved by or on behalf of the securities commissions or similar regulatory authorities in the provinces of British Columbia, Alberta, Manitoba and Ontario where the Warrants will be distributed.

The applicable Prospectus Supplement relating to any Warrants that we offer will describe the particular terms of those Warrants and include specific terms relating to the offering.

Original purchasers of Warrants (if offered separately) will have a contractual right of rescission against the Company in respect of the exercise of such Warrant. The contractual right of rescission will entitle such original purchasers to receive, upon surrender of the underlying securities acquired upon exercise of the Warrant, the total of the amount paid on original purchase of the warrant and the amount paid upon exercise, in the event that this Prospectus (as supplemented or amended) contains a misrepresentation, provided that: (i) the exercise takes place within 180 days of the date of the purchase of the warrant under the applicable Prospectus Supplement; and (ii) the right of rescission is exercised within 180 days of the date of purchase of the warrant under the applicable Prospectus Supplement. This contractual right of rescission will be consistent with the statutory right of rescission in Section 131 of the Securities Act (British Columbia), and is in addition to any other right or remedy available to original purchasers in Section 131 of the Securities Act (British Columbia) or otherwise at law.

In an offering of Warrants, or other convertible securities, original purchasers are cautioned that the statutory right of action for damages for a misrepresentation contained in the Prospectus is limited, in certain provincial securities legislation, to the price at which the Warrants, or other convertible securities, are offered to the public under the Prospectus offering. This means that, under the securities legislation of certain provinces, if the purchaser pays additional amounts upon conversion, exchange or exercise of such securities, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces. 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.

Equity Warrants

The particular terms of each issue of equity Warrants will be described in the applicable Prospectus Supplement. This description will include, where applicable:

the designation and aggregate number of equity Warrants;
the price at which the equity Warrants will be offered;
the currency or currencies in which the equity Warrants will be offered;
the date on which the right to exercise the equity Warrants will commence and the date on which the right will expire;
the number of Common Shares or Preferred Shares that may be purchased upon exercise of each equity warrant and the price at which and currency or currencies in which the Common Shares or Preferred Shares may be purchased upon exercise of each equity Warrant;
the terms of any provisions allowing or providing for adjustments in (i) the number and/or class of shares that may be purchased, (ii) the exercise price per share or (iii) the expiry of the equity Warrants;
whether the Company will issue fractional Common Shares;

whether the Company has applied to list the equity Warrants or the underlying Common Shares on a stock exchange;
the designation and terms of any securities with which the equity Warrants will be offered, if any, and the number of the equity Warrants that will be offered with each Security;
the date or dates, if any, on or after which the equity Warrants and the related Securities will be transferable separately;
whether the equity Warrants will be subject to redemption or call and, if so, the terms of such redemption or call provisions;
material Canadian federal income tax consequences of owning the equity Warrants;
any terms, procedures and limitations relating to the transferability, exchange or exercise of the equity Warrants; and
any other material terms or conditions of the equity Warrants.

Debt Warrants

The particular terms of each issue of debt Warrants will be described in the related Prospectus Supplement. This description will include, where applicable:

the designation and aggregate number of debt Warrants;
the price at which the debt Warrants will be offered;
the currency or currencies in which the debt Warrants will be offered;
the designation and terms of any securities with which the debt Warrants are being offered, if any, and the number of the debt Warrants that will be offered with each security;
the date or dates, if any, on or after which the debt Warrants and the related securities will be transferable separately;
the principal amount and designation of Debt Securities that may be purchased upon exercise of each debt Warrant and the price at which and currency or currencies in which that principal amount of Debt Securities may be purchased upon exercise of each debt Warrant;
the date on which the right to exercise the debt Warrants will commence and the date on which the right will expire;
the minimum or maximum amount of debt Warrants that may be exercised at any one time;
whether the debt Warrants will be subject to redemption or call, and, if so, the terms of such redemption or call provisions;
material Canadian federal income tax consequences of owning the debt Warrants;
whether we have applied to list the debt Warrants or the underlying Debt Securities on an exchange;
any terms, procedures and limitations relating to the transferability, exchange or exercise of the debt Warrants; and
any other material terms or conditions of the debt Warrants.

Description of Units

The Company may issue Units, which may consist of one or more of Common Shares, Preferred Shares, Warrants or any other Security specified in the relevant Prospectus Supplement. Each Unit will be issued so that the holder of the unit is also the holder of each of the Securities included in the Unit. In addition, the relevant Prospectus

Supplement relating to an offering of Units will describe all material terms of any Units offered, including, as applicable:

the designation and aggregate number of Units being offered;
the price at which the Units will be offered;
the designation, number and terms of the securities comprising the Units and any agreement governing the Units;
the date or dates, if any, on or after which the securities comprising the Units will be transferable separately;
whether we will apply to list the Units or any of the individual securities comprising the Units on any exchange;
material Canadian income tax consequences of owning the Units, including, how the purchase price paid for the Units will be allocated among the securities comprising the Units; and
any other material terms or conditions of the Units.

Description of Subscription Receipts

The Company may issue Subscription Receipts separately or in combination with one or more other Securities, which will entitle holders thereof to receive, upon satisfaction of certain release conditions (the “ Release Conditions ”) and for no additional consideration, Common Shares, Preferred Shares, Warrants, Debt Securities or any combination thereof. Subscription Receipts will be issued pursuant to one or more Subscription Receipt agreement (each, a “ Subscription Receipt Agreement ”), the material terms of which will be described in the applicable Prospectus Supplement, each to be entered into between the Company and an escrow agent (the “ Escrow Agent ”) that will be named in the relevant Prospectus Supplement. Each Escrow Agent will be a financial institution organized under the laws of Canada or a province thereof and authorized to carry on business as a trustee. If underwriters or agents are used in the sale of any Subscription Receipts, one or more of such underwriters or agents may also be a party to the Subscription Receipt Agreement governing the Subscription Receipts sold to or through such underwriter or agent.

The following is a brief summary of certain general terms and provisions of the Subscription Receipts that may be offered pursuant to this Prospectus. This summary does not purport to be complete. The particular terms and provisions of the Subscription Receipts as may be offered pursuant to this Prospectus will be set forth in the applicable Prospectus Supplement pertaining to such offering of Subscription Receipts, and the extent to which the general terms and provisions described below may apply to such Subscription Receipts will be described in the applicable Prospectus Supplement.

The Prospectus Supplement and the Subscription Receipt Agreement for any Subscription Receipts that we may offer will describe the specific terms of the Subscription Receipts offered. This description may include, but may not be limited to, any of the following, if applicable:

the designation and aggregate number of Subscription Receipts being offered;
the price at which the Subscription Receipts will be offered;
the designation, number and terms of the Common Shares, Preferred Shares, Warrants and/or Debt Securities to be received by the holders of Subscription Receipts upon satisfaction of the Release Conditions, and any procedures that will result in the adjustment of those numbers;
the Release Conditions that must be met in order for holders of Subscription Receipts to receive, for no additional consideration, the Common Shares, Preferred Shares, Warrants and/or Debt Securities;
the procedures for the issuance and delivery of the Common Shares, Warrants and/or Debt Securities to holders of Subscription Receipts upon satisfaction of the Release Conditions;

whether any payments will be made to holders of Subscription Receipts upon delivery of the Common Shares, Preferred Shares, Warrants and/or Debt Securities upon satisfaction of the Release Conditions;
the identity of the Escrow Agent;
the terms and conditions under which the Escrow Agent will hold all or a portion of the gross proceeds from the sale of Subscription Receipts, together with interest and income earned thereon (collectively, the “ Escrowed Funds ”), pending satisfaction of the Release Conditions;
the terms and conditions pursuant to which the Escrow Agent will hold the Common Shares, Preferred Shares, Warrants and/or Debt Securities pending satisfaction of the Release Conditions;
the terms and conditions under which the Escrow Agent will release all or a portion of the Escrowed Funds to the Company upon satisfaction of the Release Conditions;
if the Subscription Receipts are sold to or through underwriters or agents, the terms and conditions
under which the Escrow Agent will release a portion of the Escrowed Funds to such underwriters or agents in payment of all or a portion of their fees or commissions in connection with the sale of the Subscription Receipts;
procedures for the refund by the Escrow Agent to holders of Subscription Receipts of all or a portion of the subscription price of their Subscription Receipts, plus any pro rata entitlement to interest earned or income generated on such amount, if the Release Conditions are not satisfied;
any contractual right of rescission to be granted to initial purchasers of Subscription Receipts in the event that this Prospectus, the Prospectus Supplement under which such Subscription Receipts are issued or any amendment hereto or thereto contains a misrepresentation;
any entitlement of the Company to purchase the Subscription Receipts in the open market by private agreement or otherwise;
whether we will issue the Subscription Receipts as Global Securities and, if so, the identity of the Depositary for the Global Securities;
whether we will issue the Subscription Receipts as unregistered bearer securities, as registered securities or both;
provisions as to modification, amendment or variation of the Subscription Receipt Agreement or any rights or terms of the Subscription Receipts, including upon any subdivision, consolidation, reclassification or other material change of the Common Shares, Preferred Shares, Warrants or other Securities, any other reorganization, amalgamation, merger or sale of all or substantially all of the Company’s assets or any distribution of property or rights to all or substantially all of the holders of Common Shares or Preferred Shares;
whether the Company will apply to list the Subscription Receipts on any exchange;
material Canadian federal income tax consequences of owning the Subscription Receipts; and
any other material terms or conditions of the Subscription Receipts.

Original purchasers of Subscription Receipts will have a contractual right of rescission against the Company in respect of the conversion of the Subscription Receipts. The contractual right of rescission will entitle such original purchasers to receive the amount paid on original purchase of the Subscription Receipts upon surrender of the underlying Securities gained thereby, in the event that this Prospectus (as supplemented or amended) contains a misrepresentation, provided that: (i) the conversion takes place within 180 days of the date of the purchase of the Subscription Receipts under this Prospectus; and (ii) the right of rescission is exercised within 180 days of the date of purchase of the Subscription Receipts under this Prospectus. This contractual right of rescission will be consistent with the statutory right of rescission described in Section 131 of the Securities Act (British Columbia), and is in addition to any other right or remedy available to original purchasers in Section 131 of the Securities Act (British Columbia) or otherwise at law.

Rights of Holders of Subscription Receipts Prior to Satisfaction of Release Conditions

The holders of Subscription Receipts will not be, and will not have the rights of, Shareholders. Holders of Subscription Receipts are entitled only to receive Common Shares, Preferred Shares, Warrants and/or Debt Securities upon exchange of their Subscription Receipts, plus any cash payments, if applicable, all as provided for under the Subscription Receipt Agreement and only once the Release Conditions have been satisfied. If the Release Conditions are not satisfied, holders of Subscription Receipts shall be entitled to a refund of all or a portion of the subscription price thereof and their pro‐rata share of interest earned or income generated thereon, if provided for in the Subscription Receipt Agreement.

Escrow

The Subscription Receipt Agreement will provide that the Escrowed Funds will be held in escrow by the Escrow Agent, and such Escrowed Funds will be released to the Company (and, if the Subscription Receipts are sold to or through underwriters or agents, a portion of the Escrowed Funds may be released to such underwriters or agents in payment of all or a portion of their fees in connection with the sale of the Subscription Receipts) at the time and under the terms specified by the Subscription Receipt Agreement. If the Release Conditions are not satisfied, holders of Subscription Receipts will receive a refund of all or a portion of the subscription price for their Subscription Receipts, plus their pro‐ rata entitlement to interest earned or income generated on such amount, if provided for in the Subscription Receipt Agreement, in accordance with the terms of the Subscription Receipt Agreement. Common Shares, Preferred Shares, Warrants and or Debt Securities may be held in escrow by the Escrow Agent and will be released to the holders of Subscription Receipts following satisfaction of the Release Conditions at the time and under the terms specified in the Subscription Receipt Agreement.

Modifications

The Subscription Receipt Agreement will specify the terms upon which modifications and alterations to the Subscription Receipts issued thereunder may be made by way of a resolution of holders of Subscription Receipts at a meeting of such holders or a consent in writing from such holders. The number of holders of Subscription Receipts required to pass such a resolution or execute such a written consent will be specified in the Subscription Receipt Agreement.

The Subscription Receipt Agreement will also specify that we may amend any Subscription Receipt Agreement and the Subscription Receipts without the consent of the holders of the Subscription Receipts to cure any ambiguity, to cure, correct or supplement any defective or inconsistent provision or in any other manner that will not materially and adversely affect the interests of the holders of outstanding Subscription Receipts or as otherwise specified in the Subscription Receipt Agreement.

DIVIDENDS

No dividends on the Common Shares have been paid by the Company to date. The Company does not intend to declare or pay any cash dividends in the foreseeable future. Payment of any future dividends will be at the discretion of the board of the Company, after taking into account a multitude of factors appropriate in the circumstances, including the Company’s operating results, financial condition and current and anticipated cash needs.

PLAN OF DISTRIBUTION

We may issue our Securities offered by this Prospectus for cash or other consideration (i) to or through underwriters, dealers, placement agents or other intermediaries, (ii) directly to one or more purchasers or (iii) in connection with acquisitions of assets or shares or another entity or company. The consideration for an acquisition of assets or shares of another entity or company may consist of any of the Securities covered hereby separately, a combination of such Securities, or any combination of, among other things, securities, cash or the assumption of liabilities.

Each Prospectus Supplement with respect to our securities being offered will set forth the terms of the offering, including:

the person offering the Securities;
the name or names of any underwriters, dealers or other placement agents;
the number and the purchase price of, and form of consideration for, our Securities;
any proceeds to the Company from such sale; and
any commissions, fees, discounts and other items constituting underwriters’, dealers’ or agents’ compensation.

Our Securities may be sold, from time to time, in one or more transactions at a fixed price or prices which may be changed or at market prices prevailing at the time of sale, at prices related to such prevailing market price or at negotiated prices, including sales made directly on the CSE or other existing trading markets for the Securities. The prices at which the Securities may be offered may vary as between purchasers and during the period of distribution. If, in connection with the offering of Securities at a fixed price or prices, the underwriters have made a bona fide effort to sell all of the Securities at the initial offering price fixed in the applicable Prospectus Supplement, the public offering price may be decreased and thereafter further changed, from time to time, to an amount not greater than the initial offering price fixed in such Prospectus Supplement, in which case the compensation realized by the underwriters will be decreased by the amount that the aggregate price paid by purchasers for the Securities is less than the gross proceeds paid by the underwriters to the Company.

Only underwriters named in the Prospectus Supplement are deemed to be underwriters in connection with our securities offered by that Prospectus Supplement.

Under agreements which may be entered into by the Company, underwriters, dealers and agents who participate in the distribution of our Securities may be entitled to indemnification by the Company against certain liabilities, including liabilities under applicable Canadian securities legislation, or to contribution with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof. The underwriters, dealers and agents with whom we enter into agreements may be customers of, engage in transactions with, or perform services for, the Company in the ordinary course of business.

CERTAIN INCOME TAX CONSIDERATIONS

The applicable Prospectus Supplement may describe certain Canadian federal income tax consequences to an investor who is a non‐resident of Canada or to an investor who is a resident of Canada of acquiring, owning and disposing of any of the Securities offered thereunder. Investors should read the tax discussion in any Prospectus Supplement with respect to a particular offering and consult their own tax advisors with respect to their own particular circumstances.

EXPERTS

The auditor of the Company is Dale Matheson Carr‐Hilton LaBonte LLP (“ DMCL ”), Chartered Professional Accountants. DMCL provided an auditor’s report on the Company’s financial statements for the period from incorporation on July 28, 2020 to December 31, 2020, the year ended December 31, 2021, and the year ended December 31, 2022, which are incorporated by reference into this Prospectus.

DMCL is independent with respect to the Company within the meaning of the Code of Professional Conduct of the Chartered Professional Accountants of British Columbia.

The audited carve‐out financial statements in respect of the Licensed Technology for the 36 day period ended February 5, 2021 and the year ended December 31, 2020 included in the IPO Prospectus and incorporated by reference into this Prospectus have been audited by BF Borgers CPA PC, Certified Public Accountants, an independent registered public accounting firm.

BF Borgers CPA PC is independent with respect to the Company within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulation.

To the knowledge of management, as of the date of their applicable reports incorporated by reference into this Prospectus, no expert, nor any associate or affiliate of such person, had any beneficial interest, direct or indirect, in the property of the Company or of any associate or affiliate of the Company, nor did they own more than 1% of the outstanding securities of the Company.

PROMOTER

Dr. Carolyn Myers, CEO, President and a director of the Company, assisted in the primary organization of the Company and accordingly is a promoter of the Company. Dr. Myers owns 1,500,001 Common Shares which represents approximately 2.88% of the Common Shares outstanding as of the date hereof.

AUDITORS, TRANSFER AGENT AND REGISTRAR

The auditor of the Company is Dale Matheson Carr‐Hilton LaBonte LLP, Chartered Professional Accountants, of 1500 ‐ 1140 West Pender Street, Vancouver, BC V6E 4G1.

The transfer agent and registrar of the Company is Endeavor Trust Corporation, of 702 – 777 Hornby Street, Vancouver, BC V6Z 1S4.

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in certain of the provinces of Canada provides purchasers of securities with the right to withdraw from an agreement to purchase securities and with remedies for rescission or, in some jurisdictions, revisions of the price, or damages if the Prospectus, Prospectus Supplement, and any amendment relating to securities purchased by a purchaser are not sent or delivered to the purchaser. The right to withdraw from an agreement to purchase securities may only be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment, irrespective of the determination at a later date of the purchase price of the securities distributed. In several of the provinces, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus and any amendment contain 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.

Securities legislation in some provinces and territories of Canada further provides purchasers with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the Prospectus, Prospectus Supplement, and any amendment relating to securities purchased by a purchaser contains a misrepresentation.

A purchaser should refer to applicable securities legislation for the particulars of these rights and should consult a legal adviser.

In an offering of Warrants, Preferred Shares, or other convertible, exchangeable or exercisable securities, investors are cautioned that the statutory right of action for damages under Canadian securities laws for a misrepresentation contained in the Prospectus or a Prospectus Supplement (or any amendment thereto) is limited, in certain provincial securities legislation, to the price at which the Warrants, Preferred Shares or other convertible, exchangeable or exercisable securities are offered to the public under the Prospectus offering. This means that, under the securities legislation of certain provinces, if the purchaser pays additional amounts upon conversion, exchange or exercise of such securities, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces. 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.

CERTIFICATE OF FENDX TECHNOLOGIES INC.

Dated: August 2, 2023

This short form base shelf prospectus, together with the documents incorporated in this prospectus by reference, will, as of the date of the last supplement to this prospectus relating to the securities offered by this prospectus and the supplement(s), constitute full, true and plain disclosure of all material facts relating to the securities offered by this prospectus and the supplement(s) as required by the securities legislation of each of the provinces of British Columbia, Alberta, Manitoba and Ontario.

“Carolyn Myers” Carolyn Myers Chief Executive Officer	“Rose Zanic”
	Rose Zanic Chief Financial Officer

ON BEHALF OF THE BOARD OF DIRECTORS

“Stephen Randall” Stephen Randall Director	“Pierre Soulard”
	Pierre Soulard Director

A‐1

CERTIFICATE OF THE PROMOTER