H2 Ventures 1 Inc. — Capital/Financing Update 2021

Sep 21, 2021

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

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This prospectus (“Prospectus”) constitutes a public offering of the securities only in those jurisdictions where they may be lawfully offered for sale and, in such jurisdictions, only by persons permitted to sell such securities. The securities offered hereby have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to U.S. persons.

PRELIMINARY PROSPECTUS

Initial Public Offering

September 21, 2021

H2 VENTURES 1 INC.

(a Capital Pool Company)

$5,000,000.00 50,000,000 Common Shares Price: $0.10 per Common Share

The purpose of this offering (the “ Offering ”) is to provide H2 Ventures 1 Inc. (the “ Issuer ”) with a minimum of funds with which to identify and evaluate businesses or assets with a view to completing a Qualifying Transaction, as hereinafter defined. The Issuer offers through its agent, Canaccord Genuity Corp. (the “ Agent ”), 50,000,000 common shares of the Issuer (the “ Offered Shares ”) to the public at a price of $0.10 per Common Share (the “ Offering Price ”). Any proposed Qualifying Transaction must be approved by the TSX Venture Exchange Inc. (the “ Exchange ”) and, in the case of a Non-Arm’s Length Qualifying Transaction, as hereafter defined, must also receive Majority of the Minority Approval, as hereafter defined, in accordance with Policy 2.4 of the Exchange (the “ CPC Policy ”). The Issuer is a Capital Pool Company (“ CPC ”). It has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the CPC Policy, until the Completion of the Qualifying Transaction, the Issuer will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing a proposed Qualifying Transaction. See “Business of the Issuer” and “Use of Proceeds” .

	Offered Shares	Price to Public	Agent’s Commission(1)	Net Proceeds to the Issuer(2)
Per Offered Share	1	$0.10	$0.008	$0.092
Total Offering(3)	50,000,000	$5,000,000.00	$400,000	$4,600,000

(1) A commission equal to 8% of the gross proceeds of the Offering will be paid to the Agent. The Issuer will also pay the Agent’s expenses in connection with the Offering, subject to a maximum of $50,000 (plus disbursements and GST). The Issuer has also agreed to grant the Agent non-transferable options (the “ Agent’s Options ”) to acquire Common Shares in an amount equal to 8% of the number of Offered Shares sold pursuant to the Offering, at an exercise price of $0.10 per Common Share, exercisable for a period of 24 months from the date of Closing. See “ Plan of Distribution – Agent and Agent’s Compensation ”.

(2) Before deducting the expenses of the Offering estimated at $100,000, which includes legal and audit fees and other expenses of the Issuer, the Agent’s costs and legal fees, and the listing fee payable to the Exchange. See “Use of Proceeds” .

(3) A total of 50,000,000 Common Shares are qualified for distribution hereunder. In addition, this Prospectus also qualifies the distribution of the Agent’s Options and the grant of the Director & Officers’ Options, as hereinafter defined. See “ Plan of Distribution ” and “ Options to Purchase Securities” .

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This Offering is made on a commercially reasonable efforts basis by the Agent in the Provinces of British Columbia, Alberta and Ontario and is subject to receipt by the Issuer of an aggregate subscription of 50,000,000 Offered Shares for total gross proceeds to the Issuer of $5,000,000. The Offering Price was determined by negotiation between the Issuer and the Agent in accordance with the CPC Policy. All funds received from subscriptions for Offered Shares will be held by the Agent pursuant to the terms of an agency agreement (the “ Agency Agreement ”) entered into between the Issuer and the Agent on [●], 2021, and referred to under “Plan of Distribution” and will not be released until $5,000,000 has been deposited and the Agent deems as satisfied all conditions to such release pursuant to the terms of the Agency Agreement. If the Offering is not completed within 90 days of the issuance of a receipt for the final prospectus or such other time as may be consented to by the Agent and the persons or companies who subscribed within that period, and, in any event, not later than 180 days after the date of the receipt of the final prospectus all subscription monies will be returned to subscribers without interest or deduction, unless the subscribers have otherwise instructed the Agent. See “Plan of Distribution” .

This Prospectus also qualifies for distribution certain options previously granted to directors and officers of the Issuer (the “ Director & Officers’ Options ”) at the Closing. The Director & Officers’ Options qualified under this Prospectus include previously granted options to purchase an aggregate of 1,000,000 Common Shares at an exercise price equal to $0.05, such options exercisable until June 4, 2026 .

The Issuer has applied to list the Common Shares, including the Offered Shares, on the Exchange. Listing will be subject to the Issuer fulfilling all of the requirements of the Exchange, including distribution of the Offered Shares to a minimum number of public security holders.

There is no market through which these securities may be sold and purchasers may not be able to resell securities purchased under this Prospectus. This may affect the pricing of the securities in the secondary market, the transparency and availability of trading prices, the liquidity of the securities, and the extent of issuer regulation. There can be no assurance that the Issuer will successfully complete a Qualifying Transaction. See “ Risk Factors ”.

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

Other than the initial distribution of the Offered Shares pursuant to this Prospectus and the grant of the Agent’s Options trading in all securities of the Issuer is prohibited during the period between the date a receipt for the preliminary prospectus is issued by the designated securities commission that is the principal regulator of the Issuer, pursuant to Multilateral Instrument 11-102 - Passport System , and the time the Common Shares are listed for trading on the Exchange except, subject to prior acceptance of the Exchange, where appropriate registration and prospectus exemptions are available under securities legislation or where the applicable securities regulatory authorities grant a discretionary order.

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

Canaccord Genuity Corp., as agent, conditionally offers these Offered Shares, on a commercially reasonable efforts basis, if, as and when subscriptions are accepted by the Issuer, subject to prior sale, in accordance with the terms and conditions of the Agency Agreement referred to under “ Plan of Distribution ” and subject to the approval of certain legal matters by Osler, Hoskin & Harcourt LLP, Vancouver, British

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Columbia, on behalf of the Issuer, and by Miller Thomson LLP, Vancouver, British Columbia, on behalf of the Agent. Pursuant to the CPC Policy, 75%, or 37,500,000 Offered Shares, of the total number of Offered Shares offered under this Prospectus are subject to the following limits: (a) the maximum number of Offered Shares that may be directly or indirectly purchased by any one purchaser pursuant to the Offering is 2% of the total number of Offered Shares offered under this Prospectus, or 1,000,000 Offered Shares; and (b) the maximum number of Offered Shares that may be directly or indirectly purchased by any one purchaser, together with that purchaser’s Associates and Affiliates, is 4% of the total number of Offered Shares offered under this Prospectus, or 2,000,000 Shares. Subscriptions will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. It is expected that share certificates evidencing the Offered Shares in definitive form or in electronic book entry form through CDS Clearing and Depository Services Inc. will be available for delivery at Closing, as hereinafter defined.

The head office of the Issuer is located at 2695 Queenswood Dr., Victoria, BC, V8N 1X6, and the registered and records office address is at 1700 - 1055 West Hastings Street, Vancouver, British Columbia, Canada, V6E 2E9, and contact number is 1 604-760-7176.

The Agent for the Offering is:

Canaccord Genuity Corp. Suite 2200 – 609 Granville Street Vancouver, BC, V7Y 1H2 Telephone: 604-643-7300 Fax: 604-643-7606

TABLE OF CONTENTS

Page GLOSSARY .................................................................................................................................................. I PROSPECTUS SUMMARY ........................................................................................................................ 1 THE ISSUER ................................................................................................................................................ 3 BUSINESS OF THE ISSUER ...................................................................................................................... 3 Preliminary Expenses ............................................................................................................................... 3 Proposed Operations until Completion of the Qualifying Transaction .................................................... 3 Method of Financing ................................................................................................................................ 3 Criteria for a Qualifying Transaction ....................................................................................................... 4 Process of Identification of a Qualifying Transaction .............................................................................. 4 Filings and Shareholder Approval of the Qualifying Transaction ........................................................... 4 Initial Listing Requirements ..................................................................................................................... 5 Trading Halts, Suspension and Delisting ................................................................................................. 5 Refusal of Qualifying Transaction ........................................................................................................... 6 USE OF PROCEEDS ................................................................................................................................... 6 Proceeds and Principal Purposes .............................................................................................................. 6 Permitted Use of Funds ............................................................................................................................ 7 Prohibited Payments to Non-Arm’s Length Parties ................................................................................. 8 Private Placements for Cash ..................................................................................................................... 9 Finder’s Fees ............................................................................................................................................ 9 PLAN OF DISTRIBUTION ....................................................................................................................... 10 Agent and Agent’s Compensation .......................................................................................................... 10 Commercially Reasonable Efforts Offering and Distribution ................................................................ 10 Other Securities to be Distributed .......................................................................................................... 11 Determination of Price ........................................................................................................................... 11 Listing Application ................................................................................................................................. 11 Venture Issuers ....................................................................................................................................... 11 Restrictions on Trading .......................................................................................................................... 11 DESCRIPTION OF THE SECURITIES .................................................................................................... 11 Common Shares ..................................................................................................................................... 11 CAPITALIZATION ................................................................................................................................... 12 OPTIONS TO PURCHASE SECURITIES ................................................................................................ 12 PRIOR SALES............................................................................................................................................ 13 ESCROWED SECURITIES ....................................................................................................................... 13 Escrowed Securities Prior to the Completion of the Qualifying Transaction ........................................ 13 Escrowed Securities on Qualifying Transaction .................................................................................... 16 PRINCIPAL SHAREHOLDERS ............................................................................................................... 16 DIRECTORS, OFFICERS AND PROMOTERS ....................................................................................... 17 Name, Address, Occupation, Security Holding and Involvement with other Reporting Issuers ........... 17 Aggregate Ownership of Securities ........................................................................................................ 21 Other Reporting Issuer Experience ........................................................................................................ 22 Cease Trade Orders ................................................................................................................................ 22 Penalties or Sanctions ............................................................................................................................ 23 Bankruptcies ........................................................................................................................................... 23 Conflicts of Interest ................................................................................................................................ 23 Audit Committee .................................................................................................................................... 24 Executive Compensation ........................................................................................................................ 25 PROMOTERS............................................................................................................................................. 26 DILUTION ................................................................................................................................................. 26

RISK FACTORS ........................................................................................................................................ 26 DIVIDEND RECORD AND POLICY ....................................................................................................... 28 INVESTOR RELATIONS AGREEMENTS .............................................................................................. 28 LEGAL PROCEEDINGS ........................................................................................................................... 28 RELATIONSHIP BETWEEN THE ISSUER AND THE AGENT ........................................................... 29 RELATIONSHIP BETWEEN THE ISSUER AND PROFESSIONAL PERSONS .................................. 29 INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ....................... 29 OTHER MATERIAL FACTS .................................................................................................................... 29 AUDITORS ................................................................................................................................................ 29 REGISTRAR AND TRANSFER AGENT ................................................................................................. 29 MATERIAL CONTRACTS ....................................................................................................................... 29 ELIGIBILITY FOR INVESTMENT .......................................................................................................... 30 PURCHASERS’ STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION ............................. 30 FINANCIAL STATEMENTS .................................................................................................................... 31 CERTIFICATE OF THE ISSUER ........................................................................................................... C-1 CERTIFICATE OF THE PROMOTER ................................................................................................... C-2 CERTIFICATE OF THE AGENT ............................................................................................................ C-3

GLOSSARY

In this Prospectus, the following terms have the meanings set forth below unless otherwise indicated:

“ Affiliate ” means a company that is affiliated with another company as described below.

A company is an “Affiliate” of another company if:

• (a) one of them is the subsidiary of the other, or (b) each of them is controlled by the same Person.

A company is “controlled” by a Person if:

• (a) voting securities of the company are held, other than by way of security only, by or for the benefit of that Person, and

• (b) the voting securities, if voted, entitle the Person to elect a majority of the directors of the company.

A Person beneficially owns securities that are beneficially owned by:

• (a) a company controlled by that Person, or

• (b) an Affiliate of that Person or an Affiliate of any company controlled by that Person.

“ Agency Agreement ” means the agency agreement dated [●], 2021 between the Issuer and the Agent.

“ Agent ” means Canaccord Genuity Corp.

“ Agent’s Options ” means the non-transferable options to be granted by the Issuer to the Agent and any sub-agents entitling the holder to acquire up to 4,000,000 Common Shares, calculated as 8% of the number of Offered Shares sold pursuant to the Offering, at an exercise price of $0.10 per Common Share, expiring 24 months from the date of Closing.

“ Agreement in Principle ” means any enforceable agreement or any other agreement or similar commitment which identifies the fundamental terms upon which the parties agree or intend to agree which:

• (a) identifies assets or a business to be acquired which would reasonably appear to constitute Significant Assets and the acquisition of which would reasonably appear to constitute a Qualifying Transaction;

• (b) identifies the parties to the Qualifying Transaction;

• (c) identifies the consideration to be paid for the Significant Assets or otherwise identifies the means by which the consideration will be determined; and

• (d) identifies the conditions to any further formal agreements to complete the transaction; and

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

“ Associate ” when used to indicate a relationship with a Person, means:

• (a) an issuer of which the Person beneficially owns or controls, directly or indirectly, voting securities entitling him to more than 10% of the voting rights attached to all outstanding

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voting securities of such issuer;

• (b)

• any partner of the Person;

• (c) any trust or estate in which the Person has a substantial beneficial interest or in respect of which the Person serves as trustee or in a similar capacity; and

• (d) in the case of a Person who is an individual:

• (i) that Person’s spouse or child, or

• (ii) any relative of that Person or of his or her spouse who has the same residence as that person;

but

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

“ Closing ” means the completion of the Offering.

“ Common Shares ” or “ Shares ” means the common shares in the capital of the Issuer.

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

“ Completion of the Qualifying Transaction ” means the date a Final QT Exchange Bulletin is issued by the Exchange with respect to a Qualifying Transaction.

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

“ Corporate Finance Manual ” means the corporate finance manual of the Exchange, effective January 1, 2021.

“ CPC ” or “ Capital Pool Company ”, means a corporation or trust:

• (a) that has filed and obtained a receipt for a preliminary CPC prospectus from one or more of the securities regulatory authorities in compliance with the CPC Policy; and

• (b) in regard to which a Final QT Exchange Bulletin has not yet been issued.

“ CPC Escrow Agreement ” means the escrow agreement dated [●], 2021 among the Issuer, the Trustee and the founding shareholders of the Issuer.

“ CPC Policy ” means Policy 2.4 – Capital Pool Companies of the Exchange.

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

“ Director & Officers’ Options ” means options previously granted to directors and officers of the Issuer, which options entitle the holders to purchase an aggregate of 1,000,000 Common Shares at a price of $0.05 per Common Share and which options may be exercised until June 4, 2026.

“ Exchange ” means the TSX Venture Exchange Inc.

“ Exchange Policies ” mean the rules and policies of the Exchange, applicable to companies listed on the Exchange, as set forth in the Exchange’s Corporate Finance Manual.

“ Exchange Policy 1.1 ” means Policy 1.1 – Interpretation of the Exchange.

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

“ Initial Listing Requirements ” means the minimum financial, distribution and other standards that must be met by applicants seeking a listing on a particular tier of the Exchange.

“ Insider ” if used in relation to an Issuer, means:

• (a) a director or senior officer of the Issuer;

• (b) a director or senior officer of a company that is an Insider or subsidiary of the Issuer;

• (c) a Person that beneficially owns or controls, directly or indirectly, voting shares carrying more than 10% of the voting rights attached to all outstanding voting shares of the Issuer; or

• (d) the Issuer itself if it holds any of its own securities.

“ IPO ” means an initial public offering of securities from an issuer’s treasury pursuant to a prospectus.

“ Issuer ” means H2 Ventures 1 Inc., a corporation incorporated under the laws of the Province of British Columbia.

“ Listing Date ” means the day the Common Shares are first listed on the Exchange.

“ Majority of the Minority Approval ” means the approval by the majority of the votes cast at a meeting of shareholders of the CPC, or by the written consent of shareholders holding more than 50% of the common shares of the CPC, provided that the votes attached to Listed Shares (as set out in the definition of “Listed Shares” in Exchange Policy 1.1) of the CPC held by the following Persons and their Associates and Affiliates are excluded from the calculation of any such approval or written consent:

• (a) Non-Arm’s Length Parties to the CPC;

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

• (c) in the case of a Related Party Transaction:

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• (i) if the CPC holds its own shares, the CPC, and

• (ii) a Person acting jointly or in concert with a Person referred to in paragraph (a) or (b) in respect of the transaction.

“ Member ” means a Person who has executed the Members’ Agreement, as amended from time to time, and is accepted as and becomes a member of the Exchange under the Exchange requirements.

“ Members’ Agreement ” means the members’ agreement among the Exchange and each Person who, from time to time, is accepted as and becomes a member of the Exchange under the Exchange requirements.

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

“ Non-Arm’s Length Party ” means:

• (a) in relation to a company:

• (i) a Promoter, officer, director, other Insider or Control Person of that company and any Associates or Affiliates of any of such Persons; or

• (ii) another entity, or an Affiliate of that entity, if that entity or its Affiliate have the same Promoter, officer, director, Insider or Control Person as the company; and

(b) in relation to an individual, any Associate of the individual or any company of which the individual is a Promoter, officer, director, Insider or Control Person.

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

“ Offered Shares ” means 50,000,000 Common Shares offered by the Issuer through the Agent for aggregate gross proceeds of $5,000,000.00.

“ Offering Price ” means the price at which the Common Shares are offered hereunder, being $0.10 per Common Share.

“ Option Plan ” means the incentive stock option plan approved by the board of directors of the Issuer which provides for the grant of incentive stock options to directors, officers, employees and consultants to the Issuer in accordance with Exchange Policies.

“ Person ” means a company or individual.

“ Principal ” means:

• (a) a Person who acted as a Promoter of the Issuer within two years before the Issuer’s IPO prospectus or the date of the Final QT Exchange Bulletin;

• (b) a director or officer of the Issuer or any of its material operating subsidiaries at the time of the Issuer’s IPO prospectus or Final QT Exchange Bulletin;

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• (c) a 20% holder - a Person that holds securities carrying more than 20% of the voting rights attached to the Issuer’s outstanding securities immediately before and immediately after the Issuer’s IPO or immediately after the Final QT Exchange Bulletin for non IPO transactions; and

• (d) a 10% holder - a Person that:

• (i) holds securities carrying more than 10% of the voting rights attached to the Issuer’s outstanding securities immediately before and immediately after the Issuer’s IPO or immediately after the Final QT Exchange Bulletin for non IPO transactions; and

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

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

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

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

“ Pro Group ” includes, either individually or as a group: (a) the Member; (b) employees of the Member; (c) partners, officers and directors of the Member; (d) Affiliates of the Member; and (e) Associates of any parties referred to in (a) through (d) of this definition. In addition, the Exchange may in its discretion include any Person in the Pro Group where it determines that the Person is not acting at arm’s length of the Member or exclude at its discretion any Person where it determines that the Person is acting at arm’s length of the Member. In certain circumstances, the Member may deem a Person who would otherwise be included in the Pro Group to be excluded from the Pro Group, as set out in the definition of the “Pro Group” in Exchange Policy 1.1.

“ Promoter ” has the meaning specified in section 1(1) of the Securities Act (British Columbia).

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

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

• (a) the Significant Assets and/or Target Company;

• (b) the parties to the Qualifying Transaction;

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

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

“ Related Party Transaction ” has the meaning adopted pursuant to Exchange Policy 5.9 – Protection of Minority Security Holders in Special Transactions and includes a related party transaction that is determined by the Exchange to be a Related Party Transaction. The Exchange may deem a transaction to be a Related Party Transaction where the transaction involves Non-Arm’s Length Parties, or other circumstances exist which may compromise the independence of the Issuer with respect to the transaction.

“ Resulting Issuer ” means the Issuer that was formerly a CPC which exists upon the issuance of the Final QT Exchange Bulletin.

“ SEDAR ” means System for Electronic Document Analysis and Retrieval.

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

“ Sponsor ” means the Member that meets the criteria specified by the Exchange Policy 1.1.

“ Sponsor Report ” means the report to be provided to the Exchange by the Sponsor.

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

“ Trustee ” means Endeavor Trust Corporation.

“ Vendor ” or “ Vendors ” means one or all of the beneficial owners of the Significant Assets and/or Target Company.

PROSPECTUS SUMMARY

The following is a summary of the principal features of the Offering and should be read together with the more detailed information and financial data and statements contained elsewhere in this Prospectus.

The Issuer: H2 Ventures 1 Inc. Business of the The Issuer is a CPC. The principal business of the Issuer will be the Issuer: identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction. The Issuer has not commenced the process of identifying potential acquisitions and has no assets other than cash. To date, the Issuer has not yet identified a company or assets for a potential Qualifying Transaction. Furthermore, the Issuer has not entered into a Qualifying Transaction Agreement. See “Business of the Issuer” . Offering: A total of 50,000,000 Offered Shares are being offered and qualified under this Prospectus at a price of $0.10 per Common Share for gross proceeds of $5,000,000.00. In addition, the Issuer will grant to the Agent and any subagents the Agent’s Options to purchase Common Shares in an amount equal to 8% of the number of Offered Shares sold pursuant to the Offering, at a price of $0.10 per Common Share for a period of 24 months from the Closing. This Prospectus also qualifies for distribution the Director & Officers’ Options which include previously granted options to purchase an aggregate of 1,000,000 Common Shares at an exercise price equal to $0.05, such options exercisable until June 4, 2026 . See “Plan of Distribution” and “ Options to Purchase Securities ”.

Use of Proceeds:

The total funds available to the Issuer, including the balance of cash proceeds raised prior to this Offering and the net proceeds of this Offering, will be approximately $5,004,000. The total available funds will provide the Issuer with funds with which to identify and evaluate assets or businesses for acquisition with a view to completing a Qualifying Transaction, as well as to pay estimated general and administrative costs of up to $55,000 until the Completion of the Qualifying Transaction. The Issuer may not have sufficient funds to secure such businesses or assets once identified and evaluated and additional funds may be required. See “ Use of Proceeds ” for details of the restrictions and prohibitions on the Issuer’s use of funds.

Directors and	Eric Denhoff	President, Chief Executive Officer, Corporate
Management:		Secretary and Director
	Chris Sacré	Director
	John Costigan	Director
	Erin Campbell	Director
	Paul Kalil	Director
	Ross Bailey	Director
	David Schaffner	Chief Financial Officer
	Warren Johnson	Chief Technical Officer
	Roy Belak	Chief Operating Officer
	David Pfeil	VP Engineering

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Escrowed Securities:

Risk Factors:

All Common Shares of the Issuer issued at less than $0.10 per Share prior to this Offering, representing an aggregate of 11,200,000 Shares, will be deposited in escrow pursuant to the terms of the CPC Escrow Agreement and will be released from escrow in stages over a period of up to 18 months from the date of the Final QT Exchange Bulletin. See “Escrowed Securities” .

Investment in the Offered Shares must be regarded as highly speculative due to the proposed nature of the Issuer’s business and its present stage of development. The Issuer was only recently incorporated and has no active business or assets other than cash. The Issuer does not have a history of earnings, nor has it paid any dividends and will not generate earnings or pay dividends until at least after the Completion of the Qualifying Transaction. The Offering is only suitable to investors who are prepared to rely entirely on the directors and management of the Issuer and can afford to risk the loss of their entire investment. The directors and officers of the Issuer will only devote part of their time and attention to the affairs of the Issuer and there are potential conflicts of interest to which some of the directors and officers of the Issuer will be subject in connection with the operations of the Issuer. Assuming completion of the Offering, an investor will suffer an immediate dilution (based on the gross proceeds from the Offering and prior issuances without deduction for selling commissions or related expenses) per Common Share of 9.15% or $0.00915 if the Offering is realized. There can be no assurance that an active and liquid market for the Common Shares will develop and an investor may find it difficult to resell the Common Shares. Until Completion of the Qualifying Transaction, the Issuer will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction. The Issuer has only limited funds with which to identify and evaluate possible Qualifying Transactions and there can be no assurance that the Issuer will be able to identify or complete a suitable Qualifying Transaction.

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

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THE ISSUER

The Issuer was incorporated on April 26, 2021 pursuant to the provisions of the Business Corporations Act (British Columbia) under the name “H2 Ventures 1 Inc.”.

The head office is located at 2695 Queenswood Dr., Victoria, BC, V8N 1X6, and the registered and records office address is located at 1700 - 1055 West Hastings Street, Vancouver, British Columbia, Canada, V6E 2E9. The Issuer does not have any subsidiaries.

BUSINESS OF THE ISSUER

Preliminary Expenses

The Issuer will pay the Agent’s expenses in connection with the Offering, subject to a maximum of $50,000 (plus disbursements and applicable taxes). The Issuer has also paid $5,000 (plus applicable taxes) to the Exchange as part of its listing fees and paid $9,440 with respect to filing fees incurred in connection with filing this Prospectus. Certain of the Offering proceeds will be utilized to satisfy the obligations of the Issuer related to the Offering, including the expenses of its auditor and legal fees, the fees of the Exchange, the Agent’s commission, legal fees and expenses and the fees of the securities regulatory authorities. See “ Use of Proceeds ”.

Proposed Operations until Completion of the Qualifying Transaction

The Issuer proposes to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction. Any proposed Qualifying Transaction must be accepted by the Exchange and in the case of a Non-Arm’s Length Qualifying Transaction is also subject to Majority of the Minority Approval in accordance with the CPC Policy. The Issuer has not conducted commercial operations or initiated the process of identifying potential acquisitions or interests. The Issuer currently intends to pursue a Qualifying Transaction in the hydrogen, fuel cell and clean energy industries but there is no assurance that either sector will, in fact, be the business sector of a proposed Qualifying Transaction or of the Issuer following the Completion of the Qualifying Transaction.

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

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

Method of Financing

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

• 4 -

Criteria for a Qualifying Transaction

The Issuer will consider acquisitions of assets or businesses operated or located both inside and outside of Canada, as permitted by the CPC Policy. The board of directors will examine proposed acquisitions having regard to the sound business fundamentals, utilizing the expertise and experience of the directors of the Issuer. The board of directors of the Issuer must approve any proposed Qualifying Transaction. In exercising their powers and discharging their duties in relation to a proposed Qualifying Transaction, the directors will act honestly and in good faith having regard to the best interests of the Issuer and will exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

Process of Identification of a Qualifying Transaction

The Issuer proposes to identify acquisitions of interests in assets or businesses through discussions with various business associates and contacts of the Issuer’s directors. Once a prospective acquisition target has been identified and evaluated, the Issuer will proceed to negotiate the terms upon which it may acquire an interest in the asset or business.

Filings and Shareholder Approval of the Qualifying Transaction

Upon the Issuer reaching a Qualifying Transaction Agreement, the Issuer must issue a comprehensive news release, at which time the Exchange generally will halt trading in the Common Shares until the filing requirements of the Exchange have been satisfied as set forth under “ Trading Halts, Suspensions and Delisting ”. Within 75 days after issuance of such news release, the Issuer shall be required to submit for review to the Exchange either an information circular that complies with applicable corporate and securities laws (a “ CPC Information Circular ”) or a filing statement (a “ CPC Filing Statement ”) that complies with Exchange Policies containing prospectus level disclosure of the Significant Assets and the Issuer, assuming Completion of the Qualifying Transaction (each, a “ Disclosure Document ”). Where the proposed Qualifying Transaction is a Non-Arm’s Length Qualifying Transaction, the Issuer must obtain Majority of the Minority Approval of the Qualifying Transaction. Where the proposed Qualifying Transaction is not a Non-Arm’s Length Qualifying Transaction, the Exchange will not require the Issuer to obtain shareholder approval of the Qualifying Transaction provided that it files the CPC Filing Statement. Once the Disclosure Document has been accepted for filing, the Exchange will advise the Issuer that it is cleared to file the final Disclosure Document on SEDAR and:

• (a) where shareholder approval of the Qualifying Transaction is not required, the Issuer must file the final CPC Filing Statement on SEDAR at least seven business days prior to:

• (i) the resumption of trading in the securities of the Resulting Issuer following the Completion of the Qualifying Transaction, if the securities of the Issuer are halted from trading; or

• (ii) the Completion of the Qualifying Transaction, if the securities of the Issuer are not halted from trading;

• (b) where shareholder approval is required and is to be obtained at a meeting of shareholders, the Issuer will file on SEDAR and mail to its shareholders the notice of meeting, CPC Information Circular and form of proxy, together with any other required documents; and

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

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Unless granted an exemption by the Exchange, the Issuer will also be required to retain a Sponsor, who must be a Member of the Exchange or a Participating Organization (as set out in the definition of “Participating Organization” in Exchange Policy 1.1) of the Toronto Stock Exchange, and who will be required to submit to the Exchange a Sponsor Report prepared in accordance with Exchange Policies. The Issuer will no longer be considered to be a CPC upon the Exchange having issued the Final QT Exchange Bulletin. The Exchange will generally not issue the Final QT Exchange Bulletin until the Exchange has received:

• (a) confirmation of shareholder approval of the Qualifying Transaction, if required;

• (b) confirmation of closing of the Qualifying Transaction; and

• (c) all post-meeting or final documentation, as applicable, otherwise required to be filed with the Exchange pursuant to the CPC Policy.

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

Initial Listing Requirements

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

Trading Halts, Suspension and Delisting

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

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

• (a) the unacceptable nature of the business of the Resulting Issuer, or

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

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

In the event that the Common Shares are delisted by the Exchange, within 90 days from the date of such delisting, the Issuer shall wind up and shall make a pro rata distribution of its remaining assets to its

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shareholders, unless shareholders, pursuant to a majority vote exclusive of the votes of Non-Arm’s Length Parties to the Issuer, determine the deal with the Issuer or its remaining assets in some other manner. See “Filings and Shareholder Approval of the Qualifying Transaction” above.

Refusal of Qualifying Transaction

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

• (a) the Resulting Issuer fails to satisfy the applicable Initial Listing Requirements of the Exchange upon Completion of the Qualifying Transaction;

• (b) the Resulting Issuer will be a mutual fund, as defined in applicable securities legislation; or

• (c) notwithstanding the definition of a Qualifying Transaction, there is any other reason for denying acceptance of the Qualifying Transaction.

USE OF PROCEEDS

Proceeds and Principal Purposes

The gross proceeds to be received by the Issuer from the sale of the Offered Shares distributed under this Prospectus will be $5,000,000. The expenses and cost of this Offering incurred to date and the expected costs to be incurred amount to approximately $556,000 (inclusive of the Agent’s commission of $400,000 and legal and audit fees and other expenses of the Issuer, the Agent’s costs and legal fees, and the listing fee payable to the Exchange).

The gross proceeds received by the Issuer from the sale of 11,200,000 Common Shares prior to the date of this Prospectus was $560,000.00. As at July 31, 2021, the Issuer has not incurred any administrative costs.

The Issuer estimates that gross proceeds available to it from the sale of the Offered Shares distributed under this Prospectus and prior sales of Common Shares will be $4,949,000.

The following indicates the principal uses to which the Issuer proposes to use the total funds available to it upon Closing:

Sources and Uses of Funds	Amount
Gross cashproceeds raisedprior to this Offering(1)	$560,000
Expenses Incurred to July31, 2021	($56,000)
Cash proceeds to be raised pursuant to this Offering(2)	$5,000,000
Agent’s Commission	($400,000)
Additional expenses and costs relating to the Offering (including listing fees, Agent’s expenses, legal fees, audit fees and expenses)	($100,000)
Total estimated funds available(on completion of the Offering)	$5,004,000
Funds available for identifyingand evaluatingassets or businessprojects(3)	$4,949,000
Estimated general and administrative expenses until Completion of the Qualifying Transaction	$55,000
Total Net Proceeds	$5,004,000

(1) See “ Prior Sales ”.

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• (2) In the event the Agent’s Options are exercised and the Director & Officers’ Options are exercised, there will be available to the Issuer up to an additional $400,000 from the Agent’s Options and $50,000 from the Director & Officers’ Options which will be added to the working capital of the Issuer. There is no assurance that the Agent’s Options or Director & Officers’ Options will be exercised.

• (3) In the event that the Issuer enters into a Qualifying Transaction Agreement prior to spending all available funds on identifying and evaluating assets or businesses, the remaining funds may be used to finance or partly finance the acquisition of, or participation in, the Significant Assets or for working capital after completion of the Qualifying Transaction.

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

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

Permitted Use of Funds

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

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

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

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

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

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

• (i) office supplies, office rent and related utilities;

• (ii) equipment leases;

• (iii) fees for legal services; and

• (iv) fees for accounting and advisory services;

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

• (i) valuations or appraisals;

• (ii) business plans;

• (iii) feasibility studies and technical assessments;

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• (iv) sponsorship reports;

• (v) Geological Reports;

• (vi) financial statements;

• (vii) fees for legal services; and

• (viii) fees for accounting, assurance and audit services;

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

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

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

• (g) regulatory filing fees of the Issuer.

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

• (a) the Qualifying Transaction is not a Non-Arm’s Length Qualifying Transaction;

• (b) the Qualifying Transaction has been announced in a comprehensive news release;

• (c) due diligence with respect to the Qualifying Transaction is well underway;

• (d) if applicable, a Sponsor has been engaged or the sponsorship requirement has been waived;

• (e) the loan has been announced in a new release at least 15 days prior to the date of any such loan; and

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

Prohibited Payments to Non-Arm’s Length Parties

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

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

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• (b) deposits and similar payments.

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

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

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

Private Placements for Cash

After the closing of the Offering and until the Completion of the Qualifying Transaction, the Issuer will not issue any securities unless written acceptance of the Exchange is obtained before issuance. Prior to the Completion of the Qualifying Transaction, the Exchange generally will not accept a private placement by the Issuer where the gross proceeds raised from the issuance of securities both prior to and pursuant to the Offering, together with any proceeds anticipated to be raised upon closing of the private placement, will exceed $10,000,000. Generally, the only securities issuable pursuant to such a private placement will be Common Shares and Agent’s Options. Subject to certain limited exceptions, any Common Shares issued pursuant to the private placement to Non-Arm’s Length Parties to the Issuer and to Principals of the Resulting Issuer will be subject to escrow.

Finder’s Fees

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

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

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

• (i) the Qualifying Transaction is not a Non-Arm’s Length Qualifying Transaction;

• (ii) the Qualifying Transaction is not a transaction between the Issuer and an existing public company;

• (iii) the finder’s fee is payable in the form of cash, Common Shares and/or Common Share purchase warrants only;

• (iv) the amount of any concurrent financing is not included in the value of the measurable benefit used to calculate the finder’s fee; and

• (v) approval of the finder’s fee is obtained by ordinary resolution at a meeting of shareholders of the Issuer or by the written consent of shareholders of the Issuer

• 10 -

holding more than 50% of the issued Common Shares of the Issuer, provided that the votes attached to the Common Shares of the Issuer held by the recipient of the finder’s fee and its Associates and Affiliates are excluded from the calculation of any such approval or written consent.

PLAN OF DISTRIBUTION

Agent and Agent’s Compensation

Pursuant to the Agency Agreement, the Issuer has appointed the Agent as its agent to offer for sale on a commercially reasonable efforts basis to the public 50,000,000 Offered Shares as provided in this Prospectus, at a price of $0.10 per Offered Share for gross proceeds of $5,000,000.00, subject to the terms and conditions in the Agency Agreement. The Agent will receive a cash commission of 8% of the aggregate gross proceeds from the sale of the Offered Shares ($400,000) pursuant to the Offering. In addition, the Issuer has agreed to pay the Agent’s legal fees (plus all applicable disbursements and taxes) and any other reasonable costs and expenses of the Agent, for which a retainer of $15,000 been advanced by the Issuer.

The Issuer has also agreed to grant to the Agent and any sub-agents the Agent’s Options, entitling the Agent and any sub-agents to acquire Common Shares at a price of $0.10 per share, calculated as 8% of the number of Offered Shares sold under the Offering (4,000,000 Agent’s Options) which may be exercised for a period of 24 months following the Closing. The Agent’s Options are qualified under this Prospectus for distribution.

The Issuer has also agreed to grant to the Agent a right of first refusal to provide professional, sponsorship or advisory services with regards to any brokered equity financings (or securities convertible into equity) in which the Issuer proposes to undertake until 12 months from the date of the Completion of the Qualifying Transaction. The Agent will have the right of first refusal to provide any such financing and advisory services proposed during that period.

The Agent has agreed to use its commercially reasonable efforts to secure subscriptions for the Offered Shares offered hereunder on behalf of the Issuer and may make co-brokerage arrangements with other investment dealers at no additional cost to the Issuer. The obligations of the Agent under the Agency Agreement may be terminated at its discretion on the basis of its assessment of the state of financial markets and may also be terminated on the occurrence of certain events as stated in the Agency Agreement.

Commercially Reasonable Efforts Offering and Distribution

The total Offering is for 50,000,000 Offered Shares at a price of $0.10 per Offered Share for gross proceeds of $5,000,000.00. Under the CPC Policy, 75%, or 37,500,000 Shares, of the total number of Offered Shares offered under this Prospectus are subject to the following limits:

• (a) the maximum number of Offered Shares that may be directly or indirectly purchased by any one purchaser pursuant to the Offering is 2% of the total number of Offered Shares offered under this Prospectus, or 1,000,000 Offered Shares; and

• (b) the maximum number of Offered Shares that may be directly or indirectly purchased by any one purchaser, together with that purchaser’s Associates and Affiliates, is 4% of the total number of Offered Shares offered under this Prospectus, or 2,000,000 Offered Shares.

The total subscription must be completed within 90 days of the date a receipt for this Prospectus is issued, or such other time as may be consented to by the Agent and all Persons who subscribed within that period,

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failing which the Agent will remit the funds collected to the original subscribers without interest or deduction, unless subscribers have otherwise instructed the Agent.

Upon completion of the Offering, the Issuer must have a minimum of 150 shareholders with each shareholder beneficially owning at least 1,000 Common Shares free of resale restrictions, exclusive of any Common Shares held by Non-Arm’s Length Parties to the Issuer.

Other Securities to be Distributed

The Issuer also proposes to grant the Director & Officers’ Options. The Director & Officers’ Options qualified under this Prospectus include previously granted options to purchase an aggregate of 1,000,000 Common Shares at an exercise price equal to $0.05, such options exercisable until June 4, 2026. See “ Options to Purchase Securities ”.

Determination of Price

The Offering Price of the Common Shares hereunder was determined by negotiation between the Issuer and the Agent in accordance with the CPC Policy.

Listing Application

The Issuer has applied to list the Common Shares, including the Offered Shares, on the Exchange. Listing will be subject to the Issuer fulfilling all of the listing requirements of the Exchange, including distribution of the Common Shares to a minimum number of public security holders.

Venture Issuers

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

Restrictions on Trading

Other than the initial distribution of the Offered Shares pursuant to this Prospectus, the grant of the Agent’s Options and the grant of the Director & Officers’ Options, no securities of the Issuer will be permitted to be issued during the period between the date a receipt for the preliminary prospectus is issued by the securities regulatory authorities and the Listing Date, except subject to prior acceptance of the Exchange, where appropriate registration and prospectus exemptions are available under securities legislation or where the applicable securities regulatory authorities grant a discretionary order.

DESCRIPTION OF THE SECURITIES

Common Shares

The Issuer is authorized to issue an unlimited number of Common Shares without nominal or par value. As at the date hereof, there are 11,200,000 Common Shares issued and outstanding as fully paid and nonassessable. In addition, 50,000,000 Common Shares are reserved for issuance under this Prospectus, 4,000,000 Common Shares are reserved for issuance pursuant to the exercise of the Agent’s Options and 1,000,000 Common Shares are reserved for issuance pursuant to the exercise of the Director & Officers’

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Options. See “Plan of Distribution”.

The holders of Common Shares are entitled to dividends, if, as and when declared by the Board of Directors, to one vote per Common Share at meetings of the shareholders of the Issuer and, upon dissolution, to share equally in such assets of the Issuer as are distributable to the holders of Common Shares. All Common Shares to be outstanding after completion of this Offering will be fully paid and non-assessable.

CAPITALIZATION

Designation of Security	Amount Authorized	Amount Outstanding as at July 31, 2021(1)	Amount Outstanding as at date hereof(1)	Amount to be Outstanding after giving effect to the Offering(2)(3)
Common Shares	Unlimited	$560,000 (11,200,000 Common Shares)(4)	$560,000 (11,200,000 Common Shares)(4)	$5,560,000 (61,200,000 Common Shares)

(1) As at July 31, 2021, and as at the date hereof, the Issuer had not commenced commercial operations.

(2) The Issuer has reserved an aggregate of 4,000,000 Common Shares at an exercise price of $0.10 per Common Share that expire 24 months from the Closing, pursuant to the Agent’s Options. The Issuer has also reserved a maximum of 1,000,000 Common Shares at $0.05 for issuance upon exercise of the Directors & Officers’ Options that have been previously granted (exercisable until June 4, 2026) . See “Plan of Distribution” and “ Options to Purchase Securities ”.

(3) Based on gross proceeds under the Offering of $5,000,000 and before deducting the Agent’s commission, fees and expenses and other expenses and costs of the Offering, estimated at $500,000. See “Use of Proceeds - Proceeds and Principal Purposes” .

(4) 11,200,000 of these Common Shares are subject to escrow restrictions. See “Escrowed Securities” .

If the Issuer issues treasury shares to finance an acquisition or participation, control of the Issuer may change and subscribers may suffer additional dilution of their investment.

OPTIONS TO PURCHASE SECURITIES

The Issuer has adopted the Option Plan, which provides that the Board of Directors of the Issuer may from time to time, in its discretion, and in accordance with Exchange Policies, grant to directors, officers and technical consultants to the Issuer, non-transferable options to purchase Common Shares (“ CPC Stock Options ”), provided that the number of Common Shares reserved for issuance will not exceed 10% of the Common Shares issued and outstanding from time to time, such CPC Stock Options being exercisable for a period of up to ten years from the date of grant.

In connection with the foregoing, the number of Common Shares reserved for issuance to any individual director or officer will not exceed 5% of the issued and outstanding Common Shares as at the closing of the Offering, and the number of Common Shares reserved for issuance to all technical consultants in aggregate will not exceed 2% of the issued and outstanding Common Shares of the Issuer as at the date of grant of any CPC Stock Option. As required by the CPC Policy, the Issuer, as long as it is a CPC, will not grant CPC Stock Options to any person providing investor relations activities, promotional or marketmaking services.

The term of a CPC Stock Options issued pursuant to the Option Plan must expire not later than 12 months after the optionee ceases to be a director, officer or technical consultant of the Issuer, or of the Resulting Issuer, as the case may be, subject to any earlier expiry date of such CPC Stock Options.

All CPC Stock Options and Common Shares issued prior to the date of the Final QT Exchange Bulletin pursuant to the exercise of CPC Stock Options are subject to escrow under the CPC Escrow Agreement. In addition, all Common Shares issued on or after the date of the Final QT Exchange Bulletin pursuant to the

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exercise of CPC Stock Options granted prior to the Offering with an exercise price that is less than the issue price of this Offering are also subject to escrow under the CPC Escrow Agreement. For further details of the escrow requirements and release provisions, see “ Escrowed Securities ”.

As at the date hereof, the Issuer has reserved 1,000,000 Common Shares pursuant to the Director & Officers’ Options, all of which are qualified for distribution pursuant to this Prospectus, of which 1,000,000 Director & Officers’ Options have been previously granted:

Optionee Eric Denhoff TBD Management Inc.(1) Costigan Capital Corp.(2) Rare Capital Corp.(3) Paul Kalil Ross Bailey Total	Number of Common Shares Reserved Under Option under the Offering 250,000 150,000 150,000 150,000 150,000 150,000 1,000,000	Exercise Price $0.05 $0.05 $0.05 $0.05 $0.05 $0.05	Expiry Date
			June 4, 2026 June 4, 2026 June 4, 2026 June 4, 2026 June 4, 2026 June 4, 2026

(1) TBD Management Inc. is a private company controlled by Chris Sacré, a director of the Issuer.

(2) Costigan Capital Corp. is a private company controlled by John Costigan, a director of the Issuer.

(3) Rare Capital Corp. is a private company controlled by Erin Campbell, a director of the Issuer.

PRIOR SALES

Since the date of incorporation of the Issuer, 11,200,000 Common Shares have been issued as follows:

Date	Number of Common Shares	Issue Price per Share	Aggregate Issue Price	Nature of Consideration Received
April 26, 2021	1(1)	$0.05	$0.05	Cash
June 4, 2021	11,199,999(1)	$0.05	$559,999.95	Cash

(1) These Common Shares were issued to the Issuer’s incorporator, directors and others, and are subject to escrow restrictions. See “ Escrowed Securities ”.

ESCROWED SECURITIES

Escrowed Securities Prior to the Completion of the Qualifying Transaction

All of the 11,200,000 Common Shares issued prior to this Offering at a price of $0.05 per Common Share, and all Common Shares that may be acquired from treasury by Non-Arm’s Length Parties of the Issuer either under the Offering or otherwise prior to the date of the Final QT Exchange Bulletin, will be deposited with the Trustee under the CPC Escrow Agreement.

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

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price of this Offering are also subject to escrow under the CPC Escrow Agreement.

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

The following table sets out, as at the date hereof, the number of Common Shares and Director & Officers’ Options of the Issuer, which are, or will be after the Offering, held in escrow:

Name and Municipality of Residence of Shareholder	Number of Common Shares held in Escrow	Percentage of Common Shares prior to giving effect to the Offering (%)	Percentage of Common Shares after giving effect to the Offering(1) (%)	Number of CPC Stock Options held in escrow
Eric Denhoff Victoria, BC	900,000	8.04	1.47	250,000
Chris Sacré(2) North Vancouver, BC	2,700,000	24.11	4.41	150,000
David Schaffner(3) West Vancouver, BC	600,000	5.36	0.98	-
John Costigan(4) North Vancouver, BC	1,000,000	8.93	1.63	150,000
Erin Campbell(5) Vancouver, BC	2,000,000	17.86	3.27	150,000
Paul Kalil Vancouver, BC	500,000	4.46	0.82	150,000
Ross Bailey(6) Vancouver, BC	1,000,000	8.93	1.63	150,000
Roy Belak(7) Brackendale, BC	500,000	4.46	0.82	-
Warren Johnson North Vancouver, BC	200,000	1.79	0.33	-
David Pfeil West Vancouver, BC	100,000	0.89	0.16	-
Franco Zava(8) Victoria, BC	400,000	3.57	0.65	-
Dr. Robert Turner Winnipeg, MB	400,000	3.57	0.65	-
Jamie Kaukinen(9) Victoria, BC	400,000	3.57	0.65	-
Sarwat Ansari Vancouver, BC	500,000	4.46	0.82	-
Totals:	11,200,000	100%	18.30%	1,000,000

(1) Based on 61,200,000 Shares issued and outstanding, assumes the Offering of 50,000,000 Shares is realized and no Agent’s Options or Director & Officers’ Options are exercised.

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• (2) All 2,700,000 Shares are held by TBD Management Inc., a private company controlled by Chris Sacré.

• (3) All 600,000 Shares are held by Wayfairer Capital Management Ltd., a private company controlled by David Schaffner.

• (4) All 1,000,000 Shares are held by Costigan Capital Corp., a private company controlled by John Costigan.

• (5) All 2,000,000 Shares are held by Rare Capital Corp., a private company controlled by Erin Campbell.

• (6) All 1,000,000 Shares are held by Bailey Family Trust (2019), a trust controlled by Ross Bailey.

• (7) All 500,000 Shares are held by Robela Ventures Ltd., a private company controlled by Roy Belak.

• (8) All 400,000 Shares are held by Zava Enterprises Ltd., a private company controlled by Franco Zava.

• (9) All 400,000 Shares are held by KD Holdings Ltd., a private company controlled by Jamie Kaukinen.

The CPC Escrow Agreement provides that the Common Shares may not be sold, assigned, hypothecated, transferred within escrow or otherwise dealt with in any manner without prior consent of the Exchange. The CPC Escrow Agreement provides that if the holder of the escrowed shares becomes bankrupt, the Common Shares will be transferred within escrow to the trustee in bankruptcy or to such other person as is legally entitled to the Common Shares. The CPC Escrow Agreement further provides that upon the death of the holder of the escrowed shares, the Common Shares will be released from escrow and certificates for the Common Shares will be delivered to the legal representative of the deceased shareholder.

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

Under the CPC Escrow Agreement:

• (a) all CPC Stock Options granted prior to the date of the Final QT Exchange Bulletin and all Common Shares that were issued pursuant to the exercise of such CPC Stock Options prior to the date of the Final QT Exchange Bulletin will be released from escrow on the date of the Final QT Exchange Bulletin, other than CPC Stock Options that were granted prior to the Issuer’s IPO with an exercise price that is less than the issue price of the Common Shares under this Prospectus and any Common Shares that were issued pursuant to the exercise of such CPC Stock Options which will be released from escrow in accordance with (b);

• (b) except for the CPC Stock Options and Common Shares issued pursuant to the exercise of such CPC Stock Options that are released from escrow on the date of the Final QT Exchange Bulletin as provided for in (a), all of the securities held in escrow will be released from escrow in accordance with the following schedule:

Release Date	Percentage to be Released (%)
Date of FinalQT Exchange Bulletin	25
Date 6 months followingFinalQT Exchange Bulletin	25
Date 12 months followingFinalQT Exchange Bulletin	25
Date 18 months followingFinalQT Exchange Bulletin	25
TOTAL:	100%

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

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

• (a) immediately cancel all of the escrowed Common Shares held by each Non-Arm’s Length Party to the Issuer that were issued at a price below the Offering Price under this Prospectus and all CPC Stock Options held by such person; and

• (b) cancel all of the escrowed securities on a date that is 10 years from the date of such bulletin.

Escrowed Securities on Qualifying Transaction

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

PRINCIPAL SHAREHOLDERS

As of the date hereof, the only persons who beneficially own, directly or indirectly, or exercise control or direction over, 10% or more of the issued Common Shares are as follows:

Name	Type of Ownership	Number of Common Shares	Percentage of Common Shares Prior to Offering (%)	Percentage of Common Shares After Offering(1) (%)	Percentage of Common Shares Owned After Offering, Assuming the Exercise of all Agent’s Options(2) (%)
Chris Sacré(3)	Indirect	2,700,000	24.11	4.41	4.31
Erin Campbell(4)	Indirect	2,000,000	17.86	3.27	3.25

(1) Based on 61,200,000 Shares issued and outstanding, before giving effect to the exercise of the Agent’s Options. See “ Plan of Distribution ”.

(2) On a fully diluted basis assuming 66,200,000 Common Shares outstanding, including 4,000,000 Common Shares issued upon exercise of the Agent’s Options and 1,000,000 Director & Officers’ Options.

(3) All 2,700,000 Shares are held by TBD Management Inc., a private company controlled by Chris Sacré, and will be subject to escrow pursuant to Exchange Policies. See “ Escrowed Securities ”.

(4) All 2,000,000 Shares are held by Rare Capital Corp., a private company controlled by Erin Campbell, and will be subject to escrow pursuant to Exchange Policies. See “ Escrowed Securities ”.

The percentage of Common Shares beneficially owned, directly or indirectly, by promoters, directors, senior officers, Insiders and Control Persons of the Issuer, collectively, based on 11,200,000 Common Shares issued and outstanding as of the date hereof, is 84.82% prior to giving effect to this Offering, 15.52% (undiluted) assuming completion of the Offering, and 15.86% (fully diluted) assuming completion of the Offering and the exercise of the Agent’s Options and Directors & Officers’ Options. None of these people intend to acquire any Offered Shares under this Offering.

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DIRECTORS, OFFICERS AND PROMOTERS

Name, Address, Occupation, Security Holding and Involvement with other Reporting Issuers

The following table sets out the names of the current directors, officers and promoters of the Issuer, their municipalities of residence, their current positions with the Issuer, and the number of shares of the Issuer beneficially owned, directly or indirectly, or over which control or direction is exercised. A description of their principal occupations during the past five years follows the table.

Name, Province or State, and Country of Residence, and Position	Principal Occupation or Employment in Past Five Years	Common Shares Held(1)	Percentage held before Completion of Offering (%)	Percentage held on Completion of Offering(2) (%)
Eric Denhoff(3)(5) British Columbia, Canada President, Chief Executive Officer, Corporate Secretary, Director and Promoter	President, E.A. Denhoff and Associates Ltd. from 2019 to Present; Deputy Minister and Special Advisor, Government of Alberta from 2016 to 2019; President, E.A. Denhoff and Associates Ltd. from 1992 to 2016.	900,000	8.04	1.47
Chris Sacré(4) British Columbia, Canada Director	Chief Executive Officer, Sacré-Davey Engineering from 1988 to Present.	2,700,000(6)	24.11	4.41
Erin Campbell(4)(5) British Columbia, Canada Director	Chief Executive Officer & Founding Partner, ECMB Capital Partners Inc. from 2018 to Present; President, Cadence Communications from 2001 to Present; President, Rare Capital Corp. from 2016 to 2018.	2,000,000(7)	17.86	3.27
John Costigan(4) British Columbia, Canada Director	Managing Director, ECMB Capital Partners Inc. from 2017 to Present; President, Costigan Capital from 2017 to Present; Chief Executive Officer, Electra Stone from 2014 to 2017; Corporate Development, Western Potash Corp. from 2011 to 2017.	1,000,000(8)	8.93	1.63
Paul Kalil(4) British Columbia, Canada Director	President & Owner, PBK Consulting Inc. from 1994 to Present; VP Capital Projects, Pacific BioEnergy Corporation from 2017 to 2020; Chief Operating Officer, Cogent Industrial Technologies from 2016 to 2017.	500,000	4.46	0.82
Ross Bailey(4)(5) British Columbia, Canada Director	Managing Director, Greenlight Innovation from 2019 to Present; President & CEO, Greenlight Innovation from 2008 to 2019.	1,000,000(9)	8.93	1.63
David Schaffner British Columbia, Canada Chief Financial Officer	Owner and Director, Wayfairer Capital Management Ltd. from 2014 to Present; President & Chief Executive Officer, CWB Wealth Management from 2015 to 2020.	600,000(10)	5.36	0.98

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Name, Province or State, and Country of Residence, and Position	Principal Occupation or Employment in Past Five Years	Common Shares Held(1)	Percentage held before Completion of Offering (%)	Percentage held on Completion of Offering(2) (%)
Warren Johnson British Columbia, Canada Chief Technical Officer	Vice President and CTO, Sacré-Davey Engineering from 2006 to Present.	200,000	1.79	0.33
Roy Belak British Columbia, Canada Chief Operating Officer	Chief Executive Officer, Nexera Robotics Corp. from 2021 to Present; Principal, Robela Ventures Ltd. from 2011 to Present.	500,000(11)	4.46	0.82
David Pfeil British Columbia, Canada VP Engineering	Project Manager and Vice President, Sacré-Davey Engineering from 2011 to Present.	100,000	0.89	0.16

(1) These Common Shares are subject to escrow restrictions. See “ Escrowed Securities ”.

(2) Excluding the issuance of 4,000,000 Common Shares pursuant to the exercise of the Agent’s Options and assuming that no Offered Shares are purchased by these persons under the Offering. See “ Plan of Distribution ”.

(3) Became a director on April 26, 2021, the date of incorporation, and holds office until the next annual meeting of shareholders.

(4) Became a director on June 4, 2021 and holds office until the next annual meeting of shareholders.

(5) Member of the Issuer’s audit committee. The Issuer does not have any other board committees.

(6) All 2,700,000 Shares are held by TBD Management Inc., a private company controlled by Chris Sacré.

(7) All 2,000,000 Shares are held by Rare Capital Corp., a private company controlled by Erin Campbell.

(8) All 1,000,000 Shares are held by Costigan Capital Corp., a private company controlled by John Costigan.

(9) All 1,000,000 Shares are held by Bailey Family Trust (2019), a trust controlled by Ross Bailey.

(10) All 600,000 Shares are held by Wayfairer Capital Management Ltd., a private company controlled by David Schaffner.

(11) All 500,000 Shares are held by Robela Ventures Ltd., a private company controlled by Roy Belak.

All of the directors and officers currently have employment outside of the Issuer. It is anticipated that initially, Eric Denhoff will devote approximately 25% of his time to the affairs of the Issuer or such greater amount of time as is required by the Issuer. Time actually spent may vary according to the needs of the Issuer.

In addition to any other requirements of the Exchange, the Exchange expects management of the Issuer to meet a high management standard. The directors and officers of the Issuer believe that, on a collective basis, management possesses the appropriate experience, qualifications and history to be capable of identifying, investigating and acquiring Significant Assets. Each of the officers and directors will devote the time considered necessary to perform the work required in connection with the management and direction of the Issuer and the Completion of the Qualifying Transaction. None of the officers or directors is a party to any employment, non-competition or confidentiality agreement with the Issuer.

Eric Denhoff, President, Chief Executive Officer, Corporate Secretary, Director and Promoter

Mr. Denhoff, age 68, has been President, director and promoter of the Issuer since April 26, 2021.

Mr. Denhoff was previously the President and Chief Executive Officer of the Canadian Hydrogen and Fuel Cell Association, an original member of the Ballard Power Systems Inc. Advisory Board, Deputy Minister of Environment and Climate Change in Alberta, a Deputy Minister of the Government of British Columbia and Chief Negotiator for the Government of Canada. He has served as the Chair of the BC Advisory Board for Canada’s largest Engineering and Construction firm, on the board of the National Capital Commission of Canada in Ottawa, as a Director of the Energy Council of Canada, Director of BC Ferries Services board, the BC Advisory Board for the Nature Conservancy of Canada and has done business in China, Asia, the U.S. and Europe for more than 30 years.

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Mr. Denhoff will devote the time necessary to perform the work required in connection with the management of the Issuer and Completion of the Qualifying Transaction and has not entered into any noncompetition or non-disclosure agreements with the Issuer.

Chris Sacré, Director

Mr. Sacré, age 55, has been a director of the Issuer since June 4, 2021.

Mr. Sacré has been with Sacré-Davey Engineering (“ SDE ”) since 1988 and its President and Chief Executive Officer since 1996. Since assuming leadership, he evolved the firm from a small local company to a Canadian mid-tier technology-centric engineering and project delivery company with offices across Canada. An entrepreneur and an early pioneer in the H2 space, Mr. Sacré led the development of the Integrated Waste Hydrogen Utilization Project, cementing SDE’s leadership in the hydrogen space and the launch of another – HTEC. Mr. Sacré was founder & Chairman of HTEC Hydrogen Technology and Energy Corp. and founder and Chairman of S2G Biochemicals - a company successfully sold to Fortress Advanced Biochemicals. Mr. Sacré has also served as director and vice-chair on the Canadian Hydrogen and Fuel Cell Association and was also chair of the Advisory board for of the NRC Institute for Fuel Cell innovation.

Mr. Sacré will devote the time necessary to perform the work required in connection with the management of the Issuer and Completion of the Qualifying Transaction and has not entered into any non-competition or non-disclosure agreements with the Issuer.

Erin Campbell, Director

Ms. Campbell, age 47, has been a director of the Issuer since June 4, 2021.

Ms. Campbell is an entrepreneur who has led development teams for industrial and energy projects including Kanata Clean Power & Climate Technologies Corp which has patents pending for new natural gas hydrogen technologies. Ms. Campbell has expertise in projects requiring complex financing solutions, including off-take, multi-lateral government, and investment banking. Through ECMB Capital Partners, she is also a Director and Advisor to public and private companies needing assistance with capital market access and support and has been in this role since May of 2018. Ms. Campbell was previously the Chief Operating Officer and a director of Khot Infrastructure Holdings Ltd., a CSE listed infrastructure company; the CEO, President and a director of Global Cobalt Corporation, then a Canadian resource company trading on the TSX Venture Exchange; a director of Sceptre Ventures Inc., a TSX-V/NEX listed capital pool company; and a director of NioCorp Development Inc., a TSX listed mining company. Ms. Campbell graduated from the Business Studies program at Kwantlen Polytechnic University in 1996.

Ms. Campbell will devote the time necessary to perform the work required in connection with the management of the Issuer and Completion of the Qualifying Transaction and has not entered into any noncompetition or non-disclosure agreements with the Issuer.

John Costigan, Director

Mr. Costigan, age 63, has been a director of the Issuer since June 4, 2021.

Following a career in specialty chemical sales, Mr. Costigan became part of a team that raised $140M to launch Western Potash Corp. While head of Corporate Development at Western Potash Corp., Mr. Costigan honed his talent for raising capital, overseeing financial operations, and building growth strategies. Mr. Costigan has held a variety of roles over the years from CEO to Corporate Communications and is now the

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Managing Director at ECMB Capital Partners, Inc. Mr. Costigan has assisted numerous companies in partner identification, intellectual property management, recruitment, and public relations. He is adept at building relationships with stakeholders, clients, and partners, and is an accomplished investor relations expert, calling on his network of media, brokers, and investors.

Mr. Costigan will devote the time necessary to perform the work required in connection with the management of the Issuer and Completion of the Qualifying Transaction and has not entered into any noncompetition or non-disclosure agreements with the Issuer.

Paul Kalil, Director

Mr. Kalil, age 61, has been a director of the Issuer since June 4, 2021.

Mr. Kalil is an independent consultant specializing in project execution of manufacturing plant and energy system projects, serving as the President of PBK Consulting Inc. since 1994. Mr. Kalil was previously Vice President, Capital Projects at Pacific BioEnergy Corporation. from 2017 to 2020 and the Chief Operating Officer of Cogent Industrial Technologies from October 2016 to October 2017. Mr. Kalil holds a Mechanical Engineering degree from the University of Cape Town and a Masters in Engineering from the University of the Witwatersrand, South Africa.

Mr. Kalil will devote the time necessary to perform the work required in connection with the management of the Issuer and Completion of the Qualifying Transaction and has not entered into any non-competition or non-disclosure agreements with the Issuer.

Ross Bailey, Director

Mr. Bailey, age 59, has been a director of the Issuer since June 4, 2021.

Mr. Bailey is the Managing Director of Greenlight Innovation, a world leader in fuel cell test equipment and hydrogen infrastructure. He has been in this role since September 2019, previously serving as the President & CEO of Greenlight Innovation since 2008. Mr. Bailey has also held positions with both Ballard Power Systems Inc. and Hydrogenics, Canada’s two fuel cell industry leaders.

Mr. Bailey will devote the time necessary to perform the work required in connection with the management of the Issuer and Completion of the Qualifying Transaction and has not entered into any non-competition or non-disclosure agreements with the Issuer.

David Schaffner, Chief Financial Officer

Mr. Schaffner, age 57, has over 30 years of experience in financial markets and wealth management as an executive and wealth professional. He previously worked with Canadian Western Bank (“ CWB ”) from November 2015 to January 2020 to develop and implement their wealth management strategy in the role of President & Chief Executive Officer of CWB Wealth Management, bringing together three existing businesses and adding more people, capabilities, and services. Prior to CWB, Mr. Schaffner spent fifteen years at Leith Wheeler Investment Counsel, starting as the Vice President of Fixed Income before taking on the role of the President & Chief Executive Officer. He is now the Owner and Director of Wayfair Capital Management Ltd. David holds a Bachelor of Commerce from the University of British Columbia.

Mr. Schaffner will devote the time necessary to perform the work required in connection with the management of the Issuer and Completion of the Qualifying Transaction and has not entered into any noncompetition or non-disclosure agreements with the Issuer.

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Roy Belak, Chief Operating Officer

Mr. Belak, age 44, is the CEO of Nexera Robotics Corp., working on the next generation of grasping technologies for robotics and industrial applications. He is a former Director of Darkvision Technologies and previously served as head of Advanced Product Development for Powell Industries, and as CEO and Founder of ThermaBrite Technologies. He has a B.A.Sc. in Engineering Physics from University of British Columbia.

Mr. Belak will devote the time necessary to perform the work required in connection with the management of the Issuer and Completion of the Qualifying Transaction and has not entered into any non-competition or non-disclosure agreements with the Issuer.

Warren Johnson Chief Technical Officer

Mr. Johnson, age 62, is a Vice President at Sacre-Davey Engineering, an experienced executive with a demonstrated history of working in the process, mechanical or industrial engineering industry. Strong professional skilled in Technology Development, Petroleum, Renewable Energy, Business Development, EPC, and Oil & Gas. Mr. Johnson has been CTO / VP Technology for Canadian and US listed public companies in the renewable energy and environmental industries.

Mr. Johnson will devote the time necessary to perform the work required in connection with the management of the Issuer and Completion of the Qualifying Transaction and has not entered into any noncompetition or non-disclosure agreements with the Issuer.

David Pfeil, VP Engineering

Mr. Pfeil, age 59, served as Director of Hydrogen Energy at one of the United States’ largest hydrogen and fuel cell companies, Plug Power, as VP of engineering for S2G Biochemicals Inc. and has a B.Sc. in Chemical Engineering from the University of Cape Town. Mr. Pfeil is currently Vice President and Project Manager at SDE in Vancouver. Mr. Pfeil has over 25 years of experience in engineering and has been with SDE for the last ten and a half years. He has significant experience in project management, process engineering, commissioning and customer development.

Mr. Pfeil will devote the time necessary to perform the work required in connection with the management of the Issuer and Completion of the Qualifying Transaction and has not entered into any non-competition or non-disclosure agreements with the Issuer.

Aggregate Ownership of Securities

Directors and Officers

Upon the completion of the Offering, the directors and officers of the Issuer, as a group, will own, directly or indirectly, 9,500,000 Common Shares of the Issuer representing 15.52% of the Common Shares then issued and outstanding (assuming no exercise of the Agent’s Options or the Directors & Officers’ Options).

Promoter

Eric Denhoff can be considered the promoter of the Issuer, having taken the initiative in founding and operating the Issuer. Prior to this Offering, the Promoter beneficially owns, directly or indirectly, or has control or direction over, 900,000 Common Shares (8.04%). Upon the completion of the Offering, the promoter of the Issuer will own, directly or indirectly, 900,000 Common Shares of the Issuer representing

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1.47% of the Common Shares then issued and outstanding (assuming no exercise of the Agent’s Options or the Director & Officers’ Options).

Other Reporting Issuer Experience

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

Name	Name of Reporting Issuer	Name of Exchange or Market (if applicable)	Position	Period (month/year)
Erin Campbell	Global Energy Meats Corporation	TSXV	Director (Chair) and Corporate Secretary	12/2015 – 02/2021
	First Responder Technologies Inc.	CSE	Director	09/2020 – 03/2021
	Khot Infrastructure	CSE	Director and Chief Operating Officer	04/2015 – 12/2017
John Costigan	Electra Stone	TSXV	Chief Executive Officer	10/2014 – 10/2017
David Schaffner	Canadian Western Bank	TSX	President & CEO, CWB Wealth Management	11/2015 – 01/2020

Cease Trade Orders

Except as outlined below, no director, officer, Insider or promoter of the Issuer has, within the last 10 years, been a director, officer Insider or promoter of any reporting issuer that:

• (a) was subject to a cease trade or similar order or an order that denied the other issuer access to any exemption under applicable securities legislation that was in effect for a period of more than 30 consecutive days, that was issued while the director, officer, Insider, promoter or shareholder was acting in the capacity as director, officer, Insider or promoter; or

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

Ms. Campbell, as a director and officer of Sceptre Ventures Inc. (“ Sceptre ”), was subject to a Management Cease Trade Order issued on October 30, 2015 by the BC Securities Commission (“ BCSC ”) as a result of Sceptre’s failure to file its audited annual financial statements for the year ended June 30, 2015, the related

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management’s discussion and analysis, certificates of its CEO and CFO and its annual information form within the prescribed time to do so. A Cease Trade Order (“ CTO ”) was subsequently issued by the BCSC on January 4, 2016 for failure to file its audited annual financial statements for the year ended June 30, 2015 and its interim financial report for the financial period ended September 30, 2015. In addition, the Ontario Securities Commission (the “ OSC ”) issued a CTO on January 7, 2017 against Sceptre. A revocation order was issued on August 12, 2016.

Ms. Campbell, as a director and officer of Khot Infrastructure Holdings Ltd. (“ Khot ”), was subject to a cease trade order issued on May 5, 2017 by the OSC as a result of Khot’s failure to file its audited annual financial statements for the year ended December 31, 2016, the related management’s discussion and analysis, certificates of its CEO and CFO and its annual information form within the prescribed time to do so. On February 1, 2018, the cease trade order was revoked by the OSC.

Penalties or Sanctions

No director, officer, Insider or promoter of the Issuer has been subject to:

• (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

• (b) any other penalties or sanctions imposed by a court or regulatory body or self-regulating authority that would likely be considered important to a reasonable investor in making an investment decision.

Bankruptcies

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

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

• (b) has, within the 10 years before the date of this Prospectus become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, officer, Insider, promoter or shareholder, state the fact.

Conflicts of Interest

There are potential conflicts of interest to which some of the directors, officers, Insiders and promoters of the Issuer will be subject in connection with the operations of the Issuer. Some of the directors, officers, Insiders and promoters are engaged in and will continue to be engaged in corporations or businesses which may be in competition with the search by the Issuer for businesses or assets in order to close a Qualifying Transaction. Accordingly, situations may arise where some of the directors, officers, Insiders and

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promoters will be in direct competition with the Issuer. Conflicts, if any, will be subject to the procedures and remedies as provided under the Business Corporations Act (British Columbia).

Audit Committee

Pursuant to the provisions of the Business Corporations Act (British Columbia), Exchange Policies, and applicable securities legislation, the Issuer is required to have an audit committee. The general function of the audit committee is to review the overall audit plan and the Issuer’s system of internal controls, to review the results of the external audit and to resolve any potential dispute with the Issuer’s auditor.

The audit committee of the Issuer currently consists of Eric Denhoff, Erin Campbell and Ross Bailey, all of whom are “financially literate” as defined in National Instrument 52-110 – Audit Committees (“ NI 52110 ”). Erin Campbell and Ross Bailey are considered “independent”, pursuant to NI 52-110. Eric Denhoff is not independent, as such term is defined under NI 52-110, as he is the President, Chief Executive Officer and Corporate Secretary of the Issuer.

Each proposed member of the Audit Committee has adequate education and experience that is relevant to their performance as an Audit Committee member and, in particular, the requisite education and experience that have provided the member with:

• (a) an understanding of the accounting principles used by the issuer to prepare its financial statements;

• (b) the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and provisions;

• (c) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the issuer’s financial statements, or experience actively supervising one or more individuals engaged in such activities; and

• (d) an understanding of internal controls and procedures for financial reporting.

For a summary of the experience and education of the Audit Committee members see “ Directors, Officers and Promoters ”.

The text of the Audit Committee’s Charter is attached to this Prospectus as Schedule “A”.

Audit Committee Oversight

At no time since the commencement of the Issuer’s most recently completed financial period, has a recommendation of the Audit Committee to nominate or compensate an external auditor not been adopted by the Board of Directors.

Reliance on Certain Exemptions

Since the commencement of the Issuer’s most recently completed financial period, the Issuer has not relied on any exemptions contained in Section 2.4, 6.1.1(4), 6.1.1(5), 6.1.1(6), or Part 8 of NI 52-110.

Pre-Approval Policies and Procedures

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

External Auditor Service Fees (By Category)

Set forth below are details of certain service fees paid to the Issuer’s external auditor in each of the last two fiscal years for audit services:

Nature of Services	Fees Billed by the Auditor During the Period from Incorporation on April 26, 2021 to July 31, 2021
Audit Fees(1)	$8,000
Audit-Related Fees(2)	Nil
Tax Fees(3)	Nil
All Other Fees(4)	Nil
TOTAL	$8,000(5)

(1) “ Audit Fees ” includes audit fees to perform the annual audit and quarterly reviews of the Issuer’s financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the Financial Statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.

(2) “ Audit-Related Fees ” includes assurance and related services by the Issuer’s external auditor that are reasonably related to the performance of the audit or review of the issuer’s financial statements and are not reported under clause (1) above.

(3) “ Tax Fees ” includes tax compliance, tax advice, and tax planning.

(4) “ All Other Fees ” includes all other non-audit services.

(5) These fees are estimated figures and represent fees accrued which have no yet been paid in full by the Company.

Exemption

The Issuer is relying upon the exemption in section 6.1 of NI 52-110 in respect of the composition of its Audit Committee and in respect of its reporting obligations under NI 52-110.

Executive Compensation

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

• (a) grants of CPC Stock Options as described in “ Options to Purchase Securities ”;

• (b) payment for and reimbursement of certain expenses as described in “ Use of Proceeds – Permitted Use of Funds ” and “ Use of Proceeds – Prohibited Payments to Non-Arm’s Length Parties ”; and

• (c) finder’s fees as described in “ Use of Proceeds – Finder’s Fees ”.

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

Following completion of the Qualifying Transaction, the Issuer may pay remuneration to its officers if the directors feel the Issuer is able to do so. Except for stock options, no remuneration is anticipated to be paid to directors in their capacity as directors in the foreseeable future. No payment other than the

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reimbursements permitted under Exchange Policies will be made by the Issuer or by any party on behalf of the Issuer, after Completion of the Qualifying Transaction, if the payment relates to services rendered or obligations incurred or in connection with the Qualifying Transaction.

PROMOTERS

Eric Denhoff may be considered to be the promoter of the Issuer, in that he took the initiative in founding and organizing the Issuer. See “ Prior Sales ” and “ Principal Shareholders ”.

DILUTION

Purchasers of Offered Shares under this Prospectus will suffer an immediate dilution of 9.15% or $0.00915per Common Share. Dilution has been computed on the basis of total gross proceeds to be raised by this Prospectus and from sales of securities prior to filing this Prospectus, without deduction of commissions or related expenses incurred by the Issuer, and is set forth below:

	Offering
Gross proceeds of prior share issues	$560,000
Gross proceeds of this Offering	$5,000,000
Total gross proceeds after this Offering	$5,560,000
Offering price per share	$0.10
Gross proceeds per share after this Offering	$0.09085
Dilution per share to subscriber	$0.00915
Percentage of dilution in relation to offering price	9.15%

RISK FACTORS

Investment in the Offered Shares must be regarded as highly speculative due to the proposed nature of the Issuer’s business and its present stage of development. The following is a list of risk factors that a prospective investor should consider before subscribing for Offered Shares:

1. the Issuer was only recently incorporated, has not commenced commercial operations and has no assets other than cash. It has no history of earnings, and will not generate earnings or pay dividends until at least after Completion of the Qualifying Transaction (see “ Business of the Issuer ” above);

2. investments in the Offered Shares offered by this Prospectus is highly speculative given the proposed nature of the Issuer’s business and its present stage of development;

3. the directors and officers of the Issuer will only devote a portion of their time to the business and affairs of the Issuer and some of them are or will be engaged in other projects or businesses such that conflicts of interest may arise from time to time (see “ Directors, Officers and Promoters ” above);

4. assuming completion of the Offering, an investor will suffer an immediate dilution to its investment of 9.15% or $0.00915 per Common Share (see “ Dilution ” above);

5. there can be no assurance that an active and liquid market for the Common Shares will develop, and an investor may find it difficult to resell their Common Shares;

6. 27 -

7. until Completion of the Qualifying Transaction, the Issuer is not permitted to carry on any business other than the identification and evaluation of potential Qualifying Transactions (see “ Business of the Issuer ” above);

8. the Issuer has only limited funds with which to identify and evaluate potential Qualifying Transactions and there can be no assurance that the Issuer will be able to identify a suitable Qualifying Transaction (see “ Use of Funds ” above);

9. even if a proposed Qualifying Transaction is identified, there can be no assurance that the Issuer will be able to successfully complete the transaction; the failure to complete a Qualifying Transaction could result in the delisting of the Common Shares from the Exchange, and the entire loss of a purchaser’s investment;

10. Completion of the Qualifying Transaction is subject to a number of conditions including acceptance by the Exchange and in the case of a Non-Arm’s Length Qualifying Transaction, Majority of the Minority Approval (see “ Business of the Issuer – Filings and Shareholder Approval of the Qualifying Transaction ” above);

11. unless the shareholder has the right to dissent and be paid fair value in accordance with applicable corporate or other law, a shareholder who votes against a proposed Non-Arm’s Length Qualifying Transaction for which Majority of the Minority Approval by shareholders has been given, will have no rights of dissent and no entitlement to payment by the Issuer of fair value for the Common Shares;

12. upon public announcement of a proposed Qualifying Transaction, trading in the Common Shares of the Issuer will be halted and will remain halted for an indefinite period of time, typically until a Sponsor has been retained (if required) and certain preliminary reviews have been conducted. The Common Shares of the Issuer may be reinstated to trading before the Exchange has reviewed the transaction and before the Sponsor has completed its full review. Reinstatement to trading provides no assurance with respect to the merits of the transaction or the likelihood of the Issuer completing the proposed Qualifying Transaction (see “ Business of the Issuer - Filings and Shareholder Approval of the Qualifying Transaction ” above);

13. trading in the Common Shares of the Issuer may be halted at other times for other reasons, including without limitation, for failure by the Issuer to submit documents to the Exchange in the time periods required;

14. neither the Exchange nor any securities regulatory authority passes upon the merits of the proposed Qualifying Transaction;

15. if management of the Issuer resides outside of Canada or the Issuer identifies a foreign business as a proposed Qualifying Transaction, investors may find it difficult or impossible to effect service or notice to commence legal proceedings upon any management resident outside of Canada or upon the foreign business and may find it difficult or impossible to enforce against such persons, judgments obtained in Canadian courts;

16. the Qualifying Transaction may be financed in all or part by the issuance of additional securities by the Issuer and this may result in further dilution to the investor, which dilution may be significant and which may also result in a change of control of the Issuer (see “ Dilution ” above);

17. subject to prior Exchange acceptance, the Issuer may be permitted to loan or advance up to an

18. 28 -

aggregate of $250,000 of its proceeds to a target business without requiring shareholder approval and there can be no assurance that the Issuer will be able to recover that loan (see “ Use of Funds – Permitted Use of Funds ” above); and

1. the current outbreak of the novel coronavirus (COVID-19) that was first reported from Wuhan, China in December 2019, and the spread of this virus could continue to have a material adverse effect on global economic conditions, which may adversely impact the Issuer’s business. The World Health Organization declared a global emergency on January 30, 2020 with respect to the outbreak and characterized it as a pandemic on March 11, 2020. Cases of COVID-19 have been reported in 223 countries, areas or territories, including China, the United States, Canada, and countries in the European Union. The extent to which the outbreak impacts the Issuer’s business will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge and the actions to contain the outbreak or treat its impact, among others. Moreover, the actual and threatened spread of the coronavirus globally could also have a material adverse effect on the regional economies in which the Issuer intends to operate, continue to negatively impact stock markets, adversely impact the Issuer’s ability to raise capital, and cause continued interest rate volatility. In particular, the outbreak in Canada, which has resulted in restrictions including quarantines, closures, cancellations and travel restrictions, may have a material adverse effect on the Issuer’s business including operating, manufacturing supply chain, research and development, regulatory submissions and project development delays and disruptions, labour shortages, travel and shipping disruption and shutdowns, interruptions in product supply or restrictions on the export or shipment of the Issuer’s products and reduced customer demand. The Issuer may incur expenses or delays relating to such events outside of the Issuer’s control, which could have a material adverse impact on the Issuer’s business, operating results and financial condition. Any of these developments, and others, could have a material adverse effect on the Issuer’s business.

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

DIVIDEND RECORD AND POLICY

The Issuer has not paid any dividends since incorporation and it has no plans to pay dividends. The directors of the Issuer will determine if and when dividends should be declared and paid in the future based on the Issuer’s financial position at the relevant time. All of the Common Shares are entitled to an equal share in any dividends declared and paid.

INVESTOR RELATIONS AGREEMENTS

Until Completion of the Qualifying Transaction, the Issuer will not enter into any written or oral agreement or understanding with any person to provide any promotional or investor relations services for the Issuer or its securities or to engage in activities for the purposes of stabilizing the market.

LEGAL PROCEEDINGS

The Issuer is not currently a party to any legal proceedings, nor is the Issuer currently contemplating any legal proceedings. Management of the Issuer is currently not aware of any legal proceedings contemplated against the Issuer.

• 29 -

RELATIONSHIP BETWEEN THE ISSUER AND THE AGENT

The Issuer is not a related or connected party (as such terms are defined in National Instrument 33-105 - Underwriting Conflicts ) to the Agent.

RELATIONSHIP BETWEEN THE ISSUER AND PROFESSIONAL PERSONS

Certain legal matters relating to this Offering will be passed upon by Osler, Hoskin & Harcourt LLP, on behalf of the Issuer, and by Miller Thomson LLP, on behalf of the Agent.

No Person whose profession or business gives authority to a statement made by such Person and who is named in this Prospectus has received or will receive a direct or indirect interest in the property of the Issuer or any Associate or Affiliate of the Issuer. As at the date hereof, the aforementioned Persons beneficially own, directly or indirectly, no securities of the Issuer or its Associates and Affiliates. In addition, none of the aforementioned Persons nor any director, officer or employee of any of the aforementioned Persons, is or expected to be elected, appointed or employed as a director, senior officer or employee of the Issuer or of an Associate or Affiliate of the Issuer, or a Promoter of the Issuer or of an Associate or Affiliate of the Issuer.

INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

The directors and officers of the Issuer have all acquired Common Shares. In addition, the directors and officers of the Issuer have been granted the Director and Officers’ Options. See “ Principal Shareholders ”.

OTHER MATERIAL FACTS

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

AUDITORS

The auditors of the Issuer are Crowe Mackay LLP, of Vancouver, British Columbia.

REGISTRAR AND TRANSFER AGENT

The registrar and transfer agent of the Common Shares is Endeavor Trust Corporation, of Vancouver, British Columbia.

MATERIAL CONTRACTS

The following are the material contracts of the Issuer entered into since the date of its incorporation:

1. Transfer Agent and Registrar Agreement dated September 11, 2021 between the Issuer and the Trustee;

2. CPC Escrow Agreement dated as of [●], 2021 among the Issuer, the Trustee and certain shareholders of the Issuer. See “ Escrowed Securities ”.

3. Agency Agreement dated as of [●], 2021 between the Issuer and the Agent. See “Plan of Distribution ”.

4. 30 -

5. Option Plan referred to under “ Options to Purchase Securities ”.

Copies of the material contracts described above may be inspected at the registered office of the Issuer at located at 1700 – 1055 West Hastings Street Vancouver, BC V6E 2E9, British Columbia, during normal business hours during the period of the distribution of the Common Shares being distributed under this Prospectus and for a period of 30 days thereafter.

ELIGIBILITY FOR INVESTMENT

In the opinion of Osler, Hoskin & Harcourt LLP, counsel to the Issuer, based on legislation in effect at the date hereof and any proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof, the Offered Shares, if issued on the date hereof, would be “qualified investments” under the Tax Act for a trust governed by a registered retirement savings plan (“ RRSP ”), registered retirement income fund (“ RRIF ”), registered education savings plan (“ RESP ”), registered disability savings plan (“ RDSP ”), tax‐free savings account (“ TFSA ”) (collectively, “ Registered Plans ”) and a “deferred profit sharing plan” (“ DPSP ”), as those terms are defined in the Tax Act, provided that the Offered Shares are listed on a “designated stock exchange”, as defined in the Tax Act (which currently includes the Exchange), or the Issuer is otherwise a “public corporation”, as defined in the Tax Act.

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

Notwithstanding the foregoing, the holder or subscriber of, or annuitant under, a Registered Plan (the “ Controlling Individual ”) will be subject to a penalty tax in respect of Offered Shares held in the Registered Plan if such securities are a prohibited investment for the particular Registered Plan. A Offered Share generally will be a “prohibited investment” for a Registered Plan if the Controlling Individual does not deal at arm’s length with the Issuer for the purposes of the Tax Act or the Controlling Individual has a “significant interest” (as defined in subsection 207.01(4) the Tax Act) in the Issuer. However, an Offered Share will not be a prohibited investment for a Registered Plan if such securities are “excluded property” (as defined in subsection 207.01(1) of the Tax Act) for such Registered Plan.

Persons who intend to hold Offered Shares in a trust governed by a Registered Plan should consult their own tax advisors with respect to the application of these rules in their particular circumstances.

PURCHASERS’ STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in the Provinces of British Columbia, Alberta and Ontario provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. The securities legislation further provides a purchaser with remedies for rescission or damages if the prospectus and any amendment

• 31 -

contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province. The purchaser should refer to applicable provisions of the securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal advisor.

FINANCIAL STATEMENTS

Attached to and forming part of this Prospectus are the audited financial statements of the Issuer for the period from the date of incorporation to July 31, 2021. The Issuer’s fiscal year end is December 31.

H2 VENTURES 1 INC.

AUDITOR’S REPORT AND FINANCIAL STATEMENTS

July 31, 2021

(EXPRESSED IN CANADIAN DOLLARS)

==> picture [102 x 29] intentionally omitted <==

Crowe MacKay LLP

1100 - 1177 West Hastings St. Vancouver, BC V6E 4T5 Main +1 (604) 687-4511 Fax +1 (604) 687-5805 www.crowemackay.ca

Independent Auditors' Report

To the directors of H2 Ventures 1 Inc.

Opinion

We have audited the financial statements of H2 Ventures 1 Inc. ("the Company"), which comprise the statement of financial position as at July 31, 2021 and the statements of comprehensive loss, changes in shareholders' equity and cash flows for the period then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at July 31, 2021, and its financial performance and its cash flows for the period then ended in accordance with International Financial Reporting Standards.

Basis for Opinion

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

Material Uncertainty Related to Going Concern

We draw attention to Note 1 to the financial statements which describes the material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

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

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

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

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

Auditors' Responsibilities for the Audit of the Financial Statements

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

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

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

Chartered Professional Accountants Vancouver, Canada

H2 Ventures 1 Inc. Statement of Financial Position As at July 31, 2021 (Expressed in Canadian Dollars)

		July 31, 2021
ASSETS
Current assets
Cash	$	560,007
Total assets	$	560,007
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities	$	55,465
SHAREHOLDERS’ EQUITY
Share capital (Note 5)		560,000
Reserves (Note 5)		37,000
Deficit		(92,458)
Total shareholders’equity		504,542
Total liabilities and shareholders’ equity	$	560,007

Nature and continuance of operations – Note 1

APPROVED ON BEHALF OF THE BOARD:

“Eric Denhoff” (signed) Director

“Erin Campbell” (signed) Director

Eric Denhoff

Erin Campbell

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

2

H2 Ventures 1 Inc. Statement of Comprehensive Loss For the period from April 26, 2021 (date of incorporation) to July 31, 2021 (Express in Canadian Dollars)

(Express in Canadian Dollars)
		Period from
		April 26, 2021
	(date of incorporation)
		to July 31, 2021
Expenses
Bank charges	$	143
Professional fees		55,315
Share-based payments		37,000
Loss and comprehensive loss for theperiod	$	(92,458)
Basic and diluted lossper common share	$	(0.01)
Weighted average number of common shares outstanding		6,650,000

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

3

H2 Ventures 1 Inc.

Statement of Changes in Shareholders’ Equity For the period from April 26, 2021 (date of incorporation) to July 31, 2021 (Expressed in Canadian Dollars)

	Number		Share
	of Shares		Capital		Reserves		Deficit		Total
Balance, April 26, 2021	1	$	-	$	-	$	-	$	-
Issue of seed shares	11,199,999		560,000		-		-		560,000
Stock options granted	-		-		37,000		-		37,000
Loss and comprehensive loss for the period	-		-		-		(92,458)		(92,458)
Balance,July31,2021	11,200,000	$	560,000	$	37,000	$	(92,458)	$	504,542

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

4

H2 Ventures 1 Inc. Statement of Cash Flows For the period from April 26, 2021 (date of incorporation) to July 31, 2021 (Expressed in Canadian Dollars)

xpressed in Canadian Dollars)
		Period from
	April 26, 2021 (date of
	incorporation) to July
		31, 2021
CASH FLOWS PROVIDED BY (USED IN)
OPERATING ACTIVITIES
Loss for the period	$	(92,458)
Items not involving cash
Share-based payments		37,000
Change in non-cash working capital item
Accounts payable and accrued liabilities		55,315
Net cash provided by operating activities		(143)
FINANCING ACTIVITIES
Proceeds from issue of common shares		560,000
Advance from related party		150
Net cash provided by financing activities		560,150
Increase in cash for the period		560,007
Cash, beginning of period		-
Cash, end ofperiod	$	560,007
Cash paid for interest during the period	$	-
Cash paid for income taxes during the period	$	-

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

5

H2 Ventures 1 Inc. Notes to the Financial Statements For the period ended July 31, 2021 (Expressed in Canadian Dollars)

1. Nature and continuance of operations

H2 Ventures 1 Inc. (the "Company") is in the process of completing an Initial Public Offering (“IPO”) to be classified as a Capital Pool Company (“CPC”) as defined in the TSX Venture Exchange (“TSX-V”) Policy 2.4. The Company will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction. The Company was incorporated as a private company by Certificate of Incorporation issued pursuant to the provisions of the British Columbia Business Corporations Act on April 26, 2021.

The Company’s head office is at 2695 Queenswood Dr., Victoria, BC, V8N 1X6, and the registered and records office address is at 1700 - 1055 West Hastings Street, Vancouver, British Columbia, Canada, V6E 2E9.

These financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business rather than through a process of forced liquidation. The financial statements do not include adjustments to amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations.

The Company’s continuing operations are dependent upon its ability to identify, evaluate and negotiate an agreement to acquire an interest in a material asset or business once listed on the TSX-V. Any acquisition or investment proposed by the Company will be subject to regulatory approval. The above material uncertainty raises significant doubt about the Company’s ability to continue as a going concern.

In March 2020, there was a global outbreak of coronavirus (COVID-19). The actual and threatened spread of the virus globally has had a material adverse effect on the global economy and, specifically, the regional economies in which the Company operates. The pandemic could continue to have a negative impact on the stock market, including trading prices of the Company’s shares and its ability to raise new capital. These factors, among others, could have a significant impact on the Company’s operations.

2. Basis of preparation

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

These financial statements were approved and authorized for issue by the Board of Directors on September 20, 2021.

The statement of financial position of the Company is presented in Canadian dollars, which is the functional currency of the Company. These financial statements have been prepared under the historical cost basis, except for certain financial instruments, which are measured at fair value, as explained in the significant accounting policies. These financial statements have been prepared under the accrual basis of accounting, except for cash flow information.

3. Significant Accounting Policies

The accounting policies set out below have been applied consistently in the financial statements.

Cash and cash equivalents

6

H2 Ventures 1 Inc. Notes to the Financial Statements For the period ended July 31, 2021 (Expressed in Canadian Dollars)

Cash and cash equivalents includes cash on hand, demand deposits with financial institutions, and other shortterm, highly liquid investments that are readily convertible to known amounts of cash and subject to an insignificant risk of change in value.

Deferred financing costs

Costs directly identifiable with the raising of capital will be charged against the related capital stock. Costs related to shares not yet issued are recorded as deferred financing costs. These costs will be deferred until the issuance of the shares to which the costs relate, at which time the costs will be charged against the related capital stock or charged to operations if the shares are not issued.

Financial instruments

All financial assets not classified at amortized cost or fair value through other comprehensive income are measured at fair value through profit or loss (“FVTPL”). On initial recognition, the Company can irrevocably designate a financial asset at FVTPL if doing so eliminates or significantly reduces an accounting mismatch.

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated at FVTPL:

• It is held within a business model whose objective is to hold the financial asset to collect the contractual cash flows associated with the financial asset instead of selling the financial asset for a profit or loss; and

• Its contractual terms give rise to cash flows that are solely payments of principal and interest.

All financial instruments are initially recognized at fair value on the statement of financial position. Subsequent measurement of financial instruments is based on their classification. Financial assets and liabilities classified at FVTPL are measured at fair value with changes in those fair values recognized in net income (loss) for the period. Financial assets classified at amortized cost and financial liabilities are measured at amortized cost using the effective interest method.

Fair value hierarchy

Fair value measurements of financial instruments are required to be classified using a fair value hierarchy that reflects the significance of inputs used in making the measurements. The levels of the fair value hierarchy are defined as follows:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3: Inputs for assets or liabilities that are not based on observable market data.

The Company has classified its cash and accounts payable and accrued liabilities at amortized cost.

Income taxes

Income tax expense consisting of current and deferred tax expense is recognized in the statement of comprehensive loss. Current tax expense is the expected tax payable on the taxable income for the year, using

7

H2 Ventures 1 Inc. Notes to the Financial Statements For the period ended July 31, 2021 (Expressed in Canadian Dollars)

tax rates enacted or substantively enacted at period-end, adjusted for amendments to tax payable with regard to previous years.

Deferred tax assets and liabilities and the related deferred income tax expense or recovery are recognized for deferred tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted or substantively enacted tax rates expected to apply when the asset is realized or the liability settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in profit or loss in the period that substantive enactment occurs.

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

Share capital

Equity instruments are contracts that give a residual interest in the net assets of the Company. Financial instruments issued by the Company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The Company’s common shares, stock options, share purchase warrants and flow-through shares are classified as equity instruments.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

Loss per share

Loss per share is computed by dividing the net loss by the weighted average number of outstanding shares in issue during the reporting period. Diluted loss per share is computed similar to basic loss except that the weighted average number of outstanding shares include additional shares for the assumed exercise of stock options and warrants, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options and warrants were exercised and the proceeds from such exercises were used to acquire common stock at the average market price during the reporting periods. In a loss reporting period, potentially dilutive common shares are excluded from the loss per share calculation as the effect would be anti- dilutive.

Share-based payments

The Company grants share options to acquire common shares of the Company to directors, officers, employees and consultants. The fair value of share-based payments to employees is measured at grant date, using the BlackScholes option pricing model, and is recognized over the vesting period for employees using the graded vesting method. Fair value of share-based payments for non-employees is recognized and measured at the date the goods or services are received based on the fair value of the goods or services received. If it is determined that the fair value of goods and services received cannot be reliably measured, the share-based payment is measured at the fair value of the equity instruments issued using the Black-Scholes option pricing model.

For both employees and non-employees, the fair value of share-based payments is recognized as an expense with a corresponding increase in share-based payments reserve. The amount recognized as expense is adjusted to reflect the number of share options expected to vest. Consideration received on the exercise of stock options is

8

H2 Ventures 1 Inc. Notes to the Financial Statements For the period ended July 31, 2021 (Expressed in Canadian Dollars)

recorded in share capital and the related share-based payment in share-based payments reserve is transferred to share capital.

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

Where a grant of options is cancelled and settled during the vesting period, excluding forfeitures when vesting conditions are not satisfied, the Company immediately accounts for the cancellation as an acceleration of vesting and recognizes the amount that otherwise would have been recognized for services received over the remainder of the vesting period. Any payment made to the employee on the cancellation is accounted for as the repurchase of an equity interest, except to the extent the payment exceeds the fair value of the equity instrument granted, measured at the repurchase date. Any such excess is recognized as an expense. The amounts recorded in reserves for unexercised share options are transferred from share-based payments reserve to deficit upon their expiry or cancellation.

Accounting standard issued but not yet effective

IAS 1 Presentation of Financial Statements

IAS 1 has been amended to clarify classification of liabilities as current or non-current. The amendments are effective for the years beginning on or after January 1, 2023. The amendment is expected to have no impact for the Company.

4. Critical Accounting Estimates and Judgments

The Company makes estimates and assumptions about the future that affect the reported amounts of assets and liabilities. Estimates and judgments are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions.

The effect of a change in an accounting estimate is recognized prospectively by including it in comprehensive income (loss) in the year of the change, if the change affects that year only, or in the year of the change and future years, if the change affects both.

Critical judgments in applying accounting policies

Information about critical judgments in applying accounting policies that have the most significant risk of causing material adjustment to the carrying amounts of assets and liabilities recognized in the financial statements within the next fiscal year include the assessment of material uncertainty which raises significant doubt about the Company’s ability to continue as a going concern.

5. Share Capital

• a) Authorized

Unlimited common shares, without par value.

• b) Issued

9

H2 Ventures 1 Inc. Notes to the Financial Statements For the period ended July 31, 2021 (Expressed in Canadian Dollars)

On April 26, 2021, the Company issued 1 common share at a price of $0.05 per share.

On June 4, 2021, the Company issued 11,199,999 common shares at a price of $0.05 per share for proceeds of $560,000.

The 11,200,000 common shares will be held in escrow upon the completion of the IPO.

c) Escrow Agreement

All of the outstanding shares issued above are to be held in escrow. Under the escrow agreement, 25% of the shares will be released on the issuance of the Final Exchange Bulletin (the Exchange’s acceptance of the Qualifying Transaction) and an additional 25% will be released on each of the dates which are 6 months, 12 months, and 18 months following the initial release. As all of these shares are considered contingently issuable until the Company completes the qualifying transaction, they are not considered to be outstanding shares for the purposes of loss per share calculations. Consequently, basic and diluted loss per share and weighted average number of shares disclosures have not been provided.

d) Stock options

The Company has adopted an incentive stock option plan which provides that the Board of Directors may from time to time, in its discretion, and in accordance with the Exchange requirements, grant incentive stock options to directors, officers, employees and consultants. Under the plan, the aggregate number of common shares that may be subject to option at any one time may not exceed 10% of the issued common shares of the Company as of that date. Options granted may not exceed a term of ten years, and the term will be reduced to one year following the date of death of the optionee. All options vest when granted unless they are otherwise specified by the Board of Directors or if they are granted for investor relations activities.

The Board of Directors determines the exercise price per common shares, the number of options granted to individual directors, officers, employees and consultants and all other terms and conditions of the options. The Plan is subject to regulatory approval.

On June 4, 2021, the Company granted 1,000,000 stock options to the directors at an exercise price of $0.05 per share, expiring on June 4, 2026. These CPC stock options and the shares acquired pursuant to the exercise of such CPC stock option are to be held in escrow, subject to the CPC Escrow Agreement.

The Company applied the fair value method using the Black-Scholes Option Pricing model in accounting for its stock options granted, using the following assumptions:

	Period Ended
	July 31, 2021
Expected life (years)	5
Risk-free interest rate	0.86%
Annualized volatility	100%
Dividend yield	N/A
Stock price at grant date	$ 0.05
Exercise price	$ 0.05
Weighted averagegrant date fair value	$0.04

10

H2 Ventures 1 Inc. Notes to the Financial Statements For the period ended July 31, 2021 (Expressed in Canadian Dollars)

6. Financial Instruments

Financial risk factors

The Company’s risk exposures and the impact on the Company’s financial statements are summarized below.

Credit risk

Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash. The Company limits its exposure to credit loss by placing its cash with major financial institutions. The Company has minimal credit risk.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. All of the Company’s financial liabilities are classified as current and are anticipated to mature within the next fiscal period. The Company intends to settle these with funds from its positive working capital position.

Interest rate risk

Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. Interest earned on cash and cash equivalents is at nominal interest rates, and therefore, the Company does not consider interest rate risk to be significant. The Company has no interest-bearing financial liabilities.

Foreign currency risk

As at July 31, 2021, the Company did not have any accounts in foreign currencies and considers foreign currency risk insignificant.

7. Capital Management

Capital is comprised of the Company’s shareholders’ equity. The Company manages its capital structure to maximize its financial flexibility making adjustments to it in response to changes in economic conditions and the risk characteristics of the underlying assets and business opportunities. The Company does not presently utilize any quantitative measures to monitor its capital.

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

8. Related Party Transactions

The Company granted 1,000,000 stock options to the directors of the company with a fair value of $37,000 recorded as share-based payments.

Included in accounts payable and accrued liabilities at July 31, 2021 is $150 owed to the CEO of the Company for reimbursements of expenses. The amount is unsecured, non-interest bearing and payable on demand.

11

H2 Ventures 1 Inc. Notes to the Financial Statements For the period ended July 31, 2021 (Expressed in Canadian Dollars)

9. Income Taxes

A reconciliation of income taxes at statutory rates is as follows:

reconciliation of income taxes at statutory rates is as follows:
Loss before income taxes Statutory income tax rates Expected tax recovery Share-based payments Tax benefits not recognized Total current and deferred income tax recovery	$ $	For the Period end July 31, 2021 (92,458) 27% (25,000) 10,000 15,000 -
	$

As at July 31, 2021, the Company had non-capital losses of approximately $55,000 which may be carried forward to reduce taxable income in future years. The non-capital loss expires in 2041.

10. Subsequent Events

The Company engaged Canaccord Genuity Corp. (“Canaccord” or “Agent”) to undertake and complete its initial public offering and listing as a CPC on the TSXV. Canaccord will act as agent on a commercially reasonable efforts basis for a public offering by way of a long form prospectus (“the Offering”) of the Company’s common shares to raise 50,000,000 shares at $0.10 per share for gross proceeds of $5,000,000. The Company will pay agent’s compensation consisting of 8% of the gross proceeds of the Offering, payable in cash, plus 8% agent’s warrants, each whole warrant exercisable into one common share for a period of 24 months from closing of the Offering at a price of $0.10. The Company paid $15,000 advance retainer to cover the Agent’s out of pocket expenses.

12

SCHEDULE “A”

AUDIT COMMITTEE CHARTER

The primary function of the audit committee (the “ Audit Committee ”) is to assist the Board of Directors in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Company to regulatory authorities and shareholders, the Company’s systems of internal controls regarding finance and accounting, and the Company’s auditing, accounting and financial reporting processes. Consistent with this function, the Committee will encourage continuous improvement of, and should foster adherence to, the Company’s policies, procedures and practices at all levels.

The Committee’s primary duties and responsibilities are to:

• serve as an independent and objective party to monitor the Company’s financial reporting and

• internal control systems and review the Company’s financial statements;

• review and appraise the performance of the Company’s external auditors; and

• provide an open avenue of communication among the Company’s auditors, financial and senior

• management and the Board of Directors.

Composition

The Audit Committee shall be comprised of three directors as determined by the Board of Directors, the majority of whom shall be free from any relationship that, in the opinion of the Board of Directors, would reasonably interfere with the exercise of his or her independent judgement as a member of the Audit Committee. At least one member of the Audit Committee shall have accounting or related financial management expertise. All members of the Audit Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices. For the purposes of this Audit Committee Charter, the definition of “financially literate” is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Company’s financial statements. The members of the Audit Committee shall be elected by the Board of Directors at its first meeting following the annual shareholder’s meeting.

Meetings

The Audit Committee shall meet at least four times annually, or more frequently as circumstances dictate. As part of its job to foster open communication, the Audit Committee will meet at least annually with the Chief Financial Officer and the external auditors in separate sessions.

Responsibilities and Duties

To fulfill its responsibilities and duties, the Audit Committee shall:

Documents/Reports Review

• (a) Review and update this Audit Committee Charter annually.

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(b) Review the Company’s financial statements, MD&A and any annual and interim earnings, press releases before the Company publicly discloses this information and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including certification, report, opinion, or review rendered by the external auditors.

(c) Confirm that adequate procedures are in place for the review of the Company’s public disclosure of financial information extracted or derived from the Company’s financial statements.

External Auditors

(a) Review annually, the performance of the external auditors who shall be ultimately accountable to the Board of Directors and the Audit Committee as representatives of the shareholders of the Company.

(b) Obtain annually, a formal written statement of the external auditors setting forth all relationships between the external auditors and the Company, consistent with the Independence Standards Board Standard 1.

(c) Review and discuss with the external auditors any disclosed relationships or services that may impact the objectivity and independence of the external auditors.

(d) Take, or recommend that the full Board of Directors, take appropriate action to oversee the independence of the external auditors.

(e) Recommend to the Board of Directors the selection and compensation and, where applicable, the replacement of the external auditors nominated annually for shareholder approval.

(f) At each meeting, consult with the external auditors, without the presence of management, about the quality of the Company’s accounting principles, internal controls and the completeness and accuracy of the Company’s financial statements.

(g) Review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Company.

(h) Review with management and the external auditors the audit plan for the year-end financial statements and intended template for such statements.

(i) Review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services, provided by the Company’s external auditors. The preapproval requirement is waived with respect to the provision of non-audit services if:

i. the aggregate amount of all such non-audit services provided to the Company constitutes not more than five percent of the total amount of fees paid by the Company to its external auditors during the fiscal year in which the non-audit services are provided;

ii. such services were not recognized by the Company at the time of the engagement to be non-audit services; and

iii. such services are promptly brought to the attention of the Committee by the Company and approved prior to the completion of the audit by the Committee or by one or more members of the Audit Committee who are members of the Board of Directors to whom authority to grant such approvals has been delegated by the Audit Committee. Provided the pre-approval of the non-audit

• 3 -

services is presented to the Audit Committee’s first scheduled meeting following such approval, such authority may be delegated by the Audit Committee to one more independent members of the Audit Committee.

Financial Reporting Processes

(a) In consultation with the external auditors, review with management the integrity of the Company’s financial reporting process, both internal and external.

(b) Consider the external auditors’ judgements about the quality and appropriateness of the Company’s accounting principles as applied in its financial reporting.

(c) Consider and approve, if appropriate, changes to the Company’s auditing and accounting principles and practices as suggested by the external auditors and management.

(d) Review significant judgements made by management in the preparation of the financial statements and the view of the external auditors as to appropriateness of such judgements.

(e) Following completion of the annual audit, review separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.

(f) Review any significant disagreement among management and the external auditors in connection with preparation of the financial statements.

(g) Review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented.

(h) Review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters.

(i) Review certification process.

(j) Establish a procedure for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

Other

Review any related-party transactions

• C-1 -

CERTIFICATE OF THE ISSUER

Dated: September 21, 2021

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

“ Eric Denhoff ” (signed) “ David Schaffner ” (signed) Eric Denhoff David Schaffner President, Chief Executive Officer and Chief Financial Officer Corporate Secretary

On Behalf of the Board

“ Chris Sacré ” (signed) “ Erin Campbell ” (signed) Chris Sacré Erin Campbell Director Director

• C-2 -

CERTIFICATE OF THE PROMOTER

Dated: September 21, 2021

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

“ Eric Denhoff ” (signed) Eric Denhoff

• C-3 -

CERTIFICATE OF THE AGENT

Dated: September 21, 2021

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

CANACCORD GENUITY CORP.

“ Shoaib Ansari ” (signed)

Shoaib Ansari Managing Director, Investment Banking