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

A copy of this preliminary prospectus has been filed with the securities regulatory authorities in each of the provinces of 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.

PRELIMINARY PROSPECTUS

Initial Public Offering

June 5, 2025

MATCHPOINT VENTURES CORP. (a capital pool company)

$500,000
5,000,000 OFFERED SHARES

Price: $0.10 per Offered Share

Matchpoint Ventures Corp. (the "Corporation") hereby offers through its agent, Independent Trading Group (ITG), Inc. (the "Agent"), 5,000,000 common shares in the capital of the Corporation (the "Offered Shares") for aggregate gross proceeds of $500,000 (the "Offering"). This Offering is offered only in the provinces of British Columbia, Alberta and Ontario (the "Offering Jurisdictions"). The purpose of the Offering is to provide the Corporation 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. Any proposed Qualifying Transaction must be approved by the TSX Venture Exchange (the "Exchange") and, in the case of a Non-Arm's Length Qualifying Transaction, as hereinafter defined, must also receive Majority of the Minority Approval, as hereinafter defined, in accordance with Policy 2.4 of the Exchange (the "CPC Policy"). The Corporation is a Capital Pool Company ("CPC"). It has not commenced commercial operations and has no assets other than a minimum amount of cash. Except as specifically contemplated in the CPC Policy, until the Completion of the Qualifying Transaction, the Corporation will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing a proposed Qualifying Transaction. See "Business of the Corporation" and "Use of Proceeds".

	Offered Shares	Price to Public	Agent's Commission(2)	Net Proceeds to the Corporation(3)
Per Offered Share	1	$0.10	$0.007	$0.093
Total Offering(1)	5,000,000	$500,000	$35,000	$465,000

(1) Pursuant to the Agency Agreement (as hereinafter defined), a total of 5,000,000 Offered Shares are offered hereunder, not including the common shares issuable on the exercise of the Agent's Warrants (as hereinafter defined) or the Stock Options (as hereinafter defined) to be granted to the directors and officers of the Corporation to purchase an aggregate of 2,500,000 common shares at a price of $0.10 per common share, which Stock Options are also qualified for distribution under this prospectus. See "Option to Purchase Securities – Stock Options".

(2) A cash commission of 7% of the gross proceeds of the Offering will be paid to the Agent (the "Agent's Commission"). The Agent has agreed to act as agent for the Corporation on a commercially reasonable efforts basis in connection with the Offering. In addition, the Agent will be paid a corporate finance fee of $10,000 plus applicable taxes (the "Corporate Finance Fee"), will be reimbursed by the Corporation for its reasonable expenses and legal fees plus disbursements and will be granted the Agent's Warrants to purchase up to 500,000 common shares of the Corporation at a price of $0.10 per common share, exercisable for a period of 24 months from the Listing Date (as hereinafter defined). The Agent's Warrants are also qualified for distribution under this prospectus. See "Plan of Distribution – Agency Agreement and Agent's Compensation".

(3) Before deducting the costs of this issue estimated at $133,000 plus applicable taxes, excluding the Agent's Commission, and which includes audit fees and other expenses of the Corporation, including amounts spent to the date of this Offering, the Corporate Finance Fee, legal fees, disbursements and the listing fee payable to the Exchange. See "Use of Proceeds".

This Offering is made on a "commercially reasonable efforts" basis by the Agent and is subject to an aggregate minimum subscription of 5,000,000 Offered Shares for gross proceeds to the Corporation of $500,000. The offering price of the Offered Shares was determined by negotiation between the Corporation and the Agent. All funds received from subscriptions for Offered Shares will be held by the Agent pursuant to the terms of the Agency Agreement (as hereinafter defined) between the Corporation and the Agent. If the Offering is not completed within 90 days of the issuance of a Final Receipt (as hereinafter defined) or such other time as may be consented to by the Agent and persons or companies who subscribed within that period, all subscription monies will be returned to subscribers without interest or deduction, unless the subscribers have otherwise instructed the Agent.

Pursuant to the Agency Agreement, the Agent will receive non-transferrable warrants (the "Agent's Warrants") to purchase up to 500,000 common shares of the Corporation at a price of $0.10 per common share, exercisable for a period of 24 months from the Listing Date. The Agent's Warrants are qualified for distribution under this prospectus. See "Plan of Distribution – Agency Agreement and Agent's Compensation".

In addition, the Corporation will grant concurrently with the closing stock options to the directors and officers of the Corporation to purchase, in aggregate, 2,500,000 common shares of the Corporation at a price of $0.10 per common share, exercisable for a period of ten (10) years from the date of grant (the "Stock Options"), which options are qualified for distribution under this prospectus. See "Plan of Distribution", "Description of Securities Distributed" and "Options to Purchase Securities".

Other than the initial distribution of the Offered Shares pursuant to this prospectus, the grant of the Agent's Warrants and the grant of the Stock Options to the directors and officers of the Corporation, trading in all securities of the Corporation is prohibited during the period between the date a receipt for the preliminary prospectus is issued by the securities commission that is designated the principal regulator 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 authority grants a discretionary order.

The Corporation has applied to list its common shares on the Exchange. Listing will be subject to the Corporation fulfilling all the listing requirements of the Exchange.

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

There is no market through which the Offered Shares offered by this prospectus may be sold and purchasers may not be able to dispose of them on a timely basis. Upon completion of the Offering,

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purchasers will suffer an immediate dilution (based on the gross proceeds from this and prior issues per common share) of approximately $0.04 per common share or 40%. The Corporation was only recently incorporated and does not currently own any assets other than cash. The business objective of the Corporation is to identify and evaluate assets or businesses with a view to completing a Qualifying Transaction which receives Exchange approval and in the case of a Non-Arm's Length Qualifying Transaction, Majority of the Minority Approval of the Corporation's shareholders. There can be no assurance that the Corporation will successfully complete a Qualifying Transaction. The Corporation has not commenced the process of identifying potential acquisitions. The Corporation may find that even if the terms of a potential acquisition are economic, the Corporation may not be able to finance such acquisition and additional funds may be required. Since the Corporation has not placed any geographical restrictions on the location of a Qualifying Transaction, such Qualifying Transaction may involve the acquisition of a business located outside of Canada and, as such, investors should be aware that it may be difficult or may not be possible to effect service or notice to commence legal proceedings upon any directors, officers and experts outside of Canada and that it may not be possible to enforce against such Persons or the Corporation, judgements obtained in Canadian courts predicated upon the civil liability provisions of applicable securities laws in Canada. Where the investment or acquisition is financed by the issuance of common shares from the Corporation's treasury, control of the Corporation may change and shareholders may suffer further dilution of their investment. The Corporation will be in competition with other corporations with greater resources. The Corporation has neither a history of earnings nor has it paid any dividends and it is unlikely to generate earnings or pay dividends in the immediate or foreseeable future. The Exchange may suspend from trading or delist the common shares where the Corporation has failed to complete a Qualifying Transaction within 24 months of the date of listing. The Executive Director of a securities commission may issue an interim cease trade order against the Corporation's securities if the common shares of the Corporation are suspended from trading on the Exchange and will issue an interim cease trade order if the Corporation is delisted from the Exchange. In addition, delisting of the common shares will result in the cancellation of all or a portion of the common shares of the Corporation owned by Insiders, as hereinafter defined, issued prior to this Offering. Investors must rely solely on the expertise of the Corporation's Promoter, as hereinafter defined, directors and officers for any possible return on their investment. The Corporation's Promoter, directors, officers and Control Persons, as hereinafter defined, and their Associates, as hereafter defined, and Affiliates, as hereafter defined, as a group, beneficially own or control, directly or indirectly, 20,000,000 common shares, which represent 100% of the issued and outstanding common shares before giving effect to this Offering and will own approximately 80% of the issued and outstanding common shares after giving effect to this Offering. The directors and officers of the Corporation will only devote part of their time to the affairs of the Corporation and there are potential conflicts of interest to which some of the directors and officers of the Corporation will be subject in connection with the operations of the Corporation. If the Corporation does not list its common shares on the Exchange by the time of Closing in the manner contemplated under this Prospectus under the heading "Eligibility for Investment", adverse tax consequences may arise with respect to any common shares held in RRSPs, RRIFs, TFSAs, deferred profit sharing plans, registered disability savings plans and registered education savings plans. See "Capitalization", "Business of the Corporation", "Directors, Officers and Promoter", "Use of Proceeds", "Directors, Officers and Promoter - Conflicts of Interest" and "Risk Factors".

This Offering is subject to the CPC Policy and the securities laws of the Offering Jurisdictions.

Independent Trading Group (ITG), Inc. as agent, conditionally offers these Offered Shares, on a commercially reasonable efforts basis, if, as and when subscriptions are accepted by the Corporation, 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 Stikeman Elliott LLP, Barristers & Solicitors, on behalf of the Corporation and by Dickinson Wright LLP, on behalf of the Agent.

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Pursuant to the CPC Policy, 75% of the total number of common shares offered under this prospectus are subject to the following limits. No purchaser of Offered Shares is permitted to directly or indirectly purchase more than 2% of the total Offered Shares offered under this prospectus, or 100,000 Offered Shares ($10,000). In addition, the maximum number of Offered Shares that may directly or indirectly be purchased by that purchaser, together with any Associates or Affiliates of that purchaser, is 4% of the total number of Offered Shares offered under this prospectus, or 200,000 Offered Shares ($20,000). 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 will be available for delivery at the closing of the Offering unless the Agent elects for delivery in electronic book entry form through CDS Clearing and Depository Services Inc. ("CDS") or its nominee. If delivered in book entry form, purchasers of Offered Shares will receive only a customer confirmation from the registered dealer that is a CDS participant and from or through which the Offered Shares were purchased.

Independent Trading Group (ITG), Inc.
33 Yonge Street, Suite 420, Toronto,
Ontario, M5E 1G4, Canada
Phone: 416-583-2194
Email: [email protected]

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GLOSSARY ... 1
PROSPECTUS SUMMARY ... 8
THE CORPORATION ... 10
BUSINESS OF THE CORPORATION ... 10
Preliminary Expenses ... 10
Potential Qualifying Transaction ... 10
Proposed Operations until Completion of a Qualifying Transaction ... 10
Method of Financing ... 11
Criteria for a Qualifying Transaction ... 11
Filings and Shareholder Approval of a Non-Arm's Length Qualifying Transaction ... 11
Initial Listing Requirements ... 12
Trading Halts, Suspensions and Delisting ... 12
Refusal of Qualifying Transaction ... 13
USE OF PROCEEDS ... 13
Proceeds and Principal Purposes ... 13
Permitted Use of Funds ... 14
Private Placements for Cash ... 15
Prohibited Payments to Non-Arm's Length Parties ... 16
Finder's Fees ... 16
PLAN OF DISTRIBUTION ... 17
Agency Agreement and Agent's Compensation ... 17
Commercially Reasonable Efforts Offering and Minimum Distribution ... 18
Other Securities to be Distributed ... 18
Determination of Price ... 18
Listing Application ... 18
Subscriptions by and Restrictions on the Agent ... 18
Venture Issuer ... 19
Restrictions on Trading ... 19
DESCRIPTION OF SECURITIES DISTRIBUTED ... 19
Common Shares ... 19
Dividend Record and Policy ... 20
CAPITALIZATION ... 20
OPTIONS TO PURCHASE SECURITIES ... 20
Agent's Warrant ... 20
Stock Options ... 21
PRIOR SALES ... 22
ESCROWED SECURITIES ... 23
Escrowed Securities on Qualifying Transaction ... 25
PRINCIPAL SHAREHOLDERS ... 25

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DIRECTORS, OFFICERS AND PROMOTER...26
Other Corporate Information...27
Positions with Reporting Issuers...29
Corporate Cease Trade Orders or Bankruptcies...29
Penalties or Sanctions...29
Personal Bankruptcies...29
Conflicts of Interest...30
Executive Compensation...30

PROMOTERS...30

DILUTION...31
RISK FACTORS...31
LEGAL PROCEEDINGS...33
RELATIONSHIP BETWEEN THE CORPORATION AND THE AGENT...33
RELATIONSHIP BETWEEN THE CORPORATION AND PROFESSIONAL PERSONS...33
AUDITOR, TRANSFER AGENT AND REGISTRAR...33
Auditor...33
Transfer Agent and Registrar...34

INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS...34
MATERIAL CONTRACTS...34
OTHER MATERIAL FACTS...34
PURCHASERS' STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION...35
ELIGIBILITY FOR INVESTMENT...35
FINANCIAL STATEMENTS...39
FINANCIAL STATEMENTS...S-1
CERTIFICATE OF THE CORPORATION...C-1
CERTIFICATE OF THE PROMOTER...C-2
CERTIFICATE OF THE AGENT...C-3
ACKNOWLEDGEMENT TO BCSC...C-4

GLOSSARY

The following is a glossary of terms and abbreviations used frequently throughout this prospectus.

"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 between the Corporation and the Agent, dated [●].

"Agent" means Independent Trading Group (ITG), Inc.

"Agent's Commission" means a cash commission of 7% of the gross proceeds of the Offering payable to the Agent at Closing.

"Agent's Warrants" means the options issued to the Agent to purchase that number of common shares equal to 10% of the number of Offered Shares sold in the Offering, being 500,000 common shares of the Corporation, at a price of $0.10 per common share for a period of 24 months from the Listing Date, as more fully described under "Plan of Distribution".

"Aggregate Pro Group" means all Persons who are members of any "Pro Group" whether or not the Member is involved in a contractual relationship with the Corporation to provide financing, sponsorship and other advisory services, and specifically means:

(a) Subject to subparagraphs (b), (c) and (d) "Aggregate Pro Group" shall include, either individually or as a group:

(i) the Member;
(ii) employees of the Member;
(iii) partners, officers and directors of the Member;
(iv) Affiliates of the Member; and

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(v) Associates of any parties referred to in subparagraphs (i) through (iv);

(b) The Exchange may, in its discretion, include a Person or party in the "Aggregate Pro Group" for the purposes of a particular calculation where the Exchange determines that the Person is not acting at arm's length to the Member;

(c) The Exchange may, in its discretion, exclude a Person from the "Aggregate Pro Group" for the purposes of a particular calculation where the Exchange determines that the Person is acting at arm's length to the Member;

(d) The Exchange may deem a Person who would otherwise be included in the "Aggregate Pro Group" pursuant to subparagraph (a) to be excluded from the "Aggregate Pro Group" where the Exchange determines that:

(i) the Person is an Affiliate or Associate of the Member acting at arm's length of the Member;

(ii) the Associate or Affiliate has a separate corporate and reporting structure;

(iii) there are sufficient controls on information flowing between the Member and the Associate or Affiliate; and

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

"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 percent of the voting rights attached to all outstanding voting securities of the 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

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(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 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 applicable Exchange rules with respect to that Member firm, Member corporation or holding company.

"Closing" means the completion of the Offering.

"Closing Date" means the date the Offering is completed.

"common shares" means the common shares without par value in the share capital of the Corporation.

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

"Completion of the Qualifying Transaction" means the date the Final Exchange Bulletin is issued by the Exchange.

"Concurrent Financing" has the meaning ascribed to that phrase in section 9.5 of the CPC Policy.

"Conditional Acceptance Documents" has the meaning ascribed to that phrase in section 11.5 of the CPC Policy.

"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 Fee" means the non-refundable fee of $10,000 plus applicable taxes which shall be paid to the Agent upon Closing.

"Corporation" means Matchpoint Ventures Corp., a corporation incorporated under the Business Corporations Act (British Columbia), having its registered office in the City of Vancouver, in the Province of British Columbia.

"CPC" means a company:

(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 the Final Exchange Bulletin has not yet been issued.

"CPC Filing Statement" means a filing statement prepared in accordance with Form 3B2 – Information Required in a Filing Statement for a Qualifying Transaction, which provides full, true and

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plain disclosure of all material facts relating to the Corporation and the Significant Assets.

"CPC Information Circular" means an information circular prepared in accordance with applicable Securities Laws and Form 3B1 – Information Required in an Information Circular for a Qualifying Transaction, which provides full, true and plain disclosure of all material facts relating to the Corporation and the Significant Assets.

"CPC Policy" means Policy 2.4 - Capital Pool Companies of the Exchange effective January 1, 2021.

"Disclosure Document" means the CPC Filing Statement or the CPC Information Circular, as the case may be, or a prospectus if required by section 11.1(f) of the CPC Policy.

"Escrow Agent" means Odyssey Trust Company, a trust company having an office in Vancouver, British Columbia and the corporation's registrar and transfer agent.

"Escrow Agreement" means the escrow agreements dated June 4, 2025 between the Corporation, the Escrow Agent and each of the holders of the Founders' Shares.

"Exchange" means the TSX Venture Exchange Inc.

"Final Exchange Bulletin" means the Exchange bulletin issued following closing of the Qualifying Transaction and the submission of all required documentation that evidences the final Exchange acceptance of the Qualifying Transaction.

"Final Receipt" means the receipt issued for the final prospectus by the Ontario Securities Commission pursuant to National Policy 11-102 – Process for Prospectus Reviews in Multiple Jurisdictions.

"Founders' Shares" means the 20,000,000 common shares issued by the Corporation to the founders of the Corporation prior to the closing of this Offering at a price of $0.05 per common share.

"Geological Report" means:

(a) in the case of a mining property, a report prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects or any successor instrument; or
(b) in the case of an oil and gas property, a report with supporting materials prepared in accordance with National Instrument 51-101 – Standards of Disclosure for Oil and Gas Activities and the Canadian Oil and Gas Evaluation Handbook maintained by the Society of Petroleum Evaluation Engineers (Calgary Chapter), as amended from time to time.

"Incentive Stock Option Plan" means the Corporation's proposed stock option plan pursuant to which the Corporation may issue options to its directors, officers, employees and consultants exercisable for up to 10% of the Corporation's outstanding common shares as at the grant of any CPC stock option.

"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.

"Initial Public Offering" or "IPO" means a transaction that involves an Issuer issuing securities from its treasury pursuant to its first prospectus.

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"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 the 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.

"Issuer" means a company and its subsidiaries which have any of its securities listed for trading on the Exchange and, as the context requires, any applicant company seeking a listing of its securities on the Exchange.

"Listing Date" means the date of listing of the common shares of the Corporation on the Exchange.

"Majority of the Minority Approval" means the approval of a Non-Arm's Length Qualifying Transaction by the majority of the votes cast by shareholders, other than:

(a) Non-Arm's Length Parties to the CPC;
(b) Non-Arm's Length Parties to the Qualifying Transaction; and
(c) in the case of a Related Party Transaction:

(i) if the CPC holds its own shares, the CPC, and
(ii) a Person acting jointly or in concert with a Person referred to in paragraph (a) or (b) in respect of the transaction;

at a properly constituted meeting of the common shareholders of the CPC.

"Member" 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.

"NEX" means a market on which former Exchange issuers that do not meet Exchange tier maintenance requirements for Tier 2 issuers may continue to trade.

"Non-Arm's Length Party" means in relation to a company, a Promoter, officer, director, other Insider or Control Person of that company (including an Issuer) and any Associates or Affiliates of any of such Persons. In relation to an individual, means any Associate of the individual or any company of which the individual is a Promoter, officer, director, Insider or Control Person.

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"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 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 the subject of the proposed Qualifying Transaction.

"Offered Shares" means the 5,000,000 common shares in the capital of the Corporation to be offered by the Corporation through the Agent for aggregate gross proceeds of $500,000.

"Offering" means the offering of Offered Shares in accordance with the terms of this prospectus.

"Offering Jurisdictions" means the provinces of British Columbia, Alberta, Ontario and such other jurisdictions as agreed upon by the Agent and the Corporation.

"Optionee" or "Optionees" means the recipient of a Stock Option under the Incentive Stock Option Plan.

"Person" means a company or individual.

"Principal" means:

(a) a Person who acted as a Promoter of the Issuer within two years or their respective Associates or Affiliates, before the IPO prospectus or Final Exchange Bulletin;

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

(c) a 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 Exchange Bulletin for non IPO transactions;

(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 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, trust, partnership or other entity more than 50% held by one or more Principals will be treated as a Principal. (In calculating this percentage, include securities of the entity that may be issued to the Principal 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.

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

"Pro Group" has the meaning specified in Exchange Policy 1.1 – Interpretation.

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

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

"Related Party Transaction" has the meaning ascribed to that term under Appendix 5B of the Exchange - Ontario Securities Commission Rule 61-501, 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 that exists upon issuance of the Final 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.

"Sponsor" has the meaning specified in Exchange Policy 2.2 – Sponsorship and Sponsorship Requirements.

"Sponsorship Acknowledgment Form" has the meaning ascribed to it in Exchange Policy 2.2 – Sponsorship and Sponsorship Requirements.

"Stock Options" means the 2,500,000 options to purchase common shares of the Corporation exercisable at a price of $0.10 per common share pursuant to the Incentive Stock Option Plan, as described in "Options to Purchase Securities".

"Target Company" means a company to be acquired by the CPC as its Significant Asset pursuant to a Qualifying Transaction.

"Vendors" means one or all of the beneficial owners, of the Significant Assets (other than a Target Company).

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PROSPECTUS SUMMARY

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

Business of the Corporation:

The principal business of the Corporation will be the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction. The Corporation has not commenced commercial operations and has no assets other than a minimum amount of cash. An acquisition financed by the issuance of treasury shares could result in a change of control of the Corporation and may cause the shareholders' interest in the Corporation to be reduced. See "Business of the Corporation".

Offering:

A total of 5,000,000 Offered Shares are being offered and qualified under this prospectus at a price of $0.10 per Offered Share for gross proceeds of $500,000. In addition, the Corporation will issue the Agent's Warrants to the Agent, entitling the Agent to purchase that number of common shares equal to 10% of the aggregate number of Offered Shares sold pursuant to this Offering, being 500,000 common shares, at a price of $0.10 per common share and which may be exercised for a period of 24 months from the Listing Date. The Agent's Warrants are qualified for distribution under this prospectus. See "Plan of Distribution". The Corporation has also granted Stock Options to purchase an aggregate of 2,500,000 common shares to the current directors and officers of the Corporation, all of which Stock Options are qualified for distribution under this prospectus. Such options will be exercisable at $0.10 per common share for a period of ten years from the date of grant. See "Options to Purchase Securities - Stock Options" and "Plan of Distribution".

Use of Proceeds:

The total net proceeds to the Corporation, including total cash proceeds raised prior to this Offering and total proceeds of this Offering, net of all Offering expenses, will be approximately $1,332,000. The Corporation estimates incurring general and administrative costs until the Completion of the Qualifying Transaction of up to $50,000, which will reduce the total net funds available for pursuing a Qualifying Transaction to approximately $1,282,000. The net funds available will provide the Corporation with a minimum of funds with which to identify and evaluate assets or businesses, for acquisition with a view to completing a Qualifying Transaction. The Corporation may not have sufficient funds to secure such businesses or assets once identified and evaluated and additional funds may be required. Until Completion of the Qualifying Transaction and except as otherwise provided in the CPC Policy, a maximum of the lesser of $210,000 or up to 30% of the gross proceeds realized may be used for purposes other than evaluating businesses or assets. See "Use of Proceeds".

Directors and Management:

The directors and officers of the Corporation and the positions held by each of them are as follows:

Laurence Rose Chief Executive Officer, Director, Promoter
Christopher Craib Chief Financial Officer
Ravi Jani Corporate Secretary
Tamir Poleg Director
Alan Simpson Director
John Christofilos Vice President

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Daniel Goodman Vice President
See "Directors, Officers and Promoter" and "Promoters".

Escrow:
All of the currently issued and outstanding common shares of the Corporation, being the 20,000,000 Founders' Shares, will be deposited in escrow pursuant to the terms of the Escrow Agreement, and will be released in stages over a period of up to three years after the date of the Final Exchange Bulletin. See "Escrowed Securities".

Dividend Policy:
It is not contemplated that any dividends will be paid on the common shares in the immediate or foreseeable future. See "Description of Securities Distributed - Dividend Record and Policy".

Risk Factors:
Investment in the Offered Shares must be regarded as highly speculative due to the proposed nature of the Corporation's business and its present stage of development. The Corporation was only recently incorporated and has no active business or assets other than cash. The Corporation does not have a history of earnings, nor has it paid any dividends and will not generate earnings or pay dividends until at least after the Completion of the Qualifying Transaction. The Offering is only suitable to investors who are prepared to rely entirely on the directors and management of the Corporation and can afford to risk the loss of their entire investment. The directors and officers of the Corporation will devote only part of their time and attention to the affairs of the Corporation and there are potential conflicts of interest to which some of the directors and officers of the Corporation will be subject in connection with the operations of the Corporation. Assuming completion of the Offering, an investor will suffer immediate dilution of $0.04, or 40% per Offered Share. There can be no assurance that an active and liquid market for the Corporation's common shares will develop and an investor may find it difficult to resell the Offered Shares. Until Completion of the Qualifying Transaction, the Corporation will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction. The Corporation has only limited funds with which to identify and evaluate possible Qualifying Transactions and there can be no assurance that the Corporation 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 against such persons or companies judgments obtained in Canadian courts predicated upon the civil liability provisions applicable to securities laws in Canada. If the Corporation does not list its common shares on the Exchange by the time of Closing in the manner contemplated under this Prospectus under the heading "Eligibility for Investment", adverse tax consequences may arise with respect to any common shares held in RRSPs, RRIFs, TFSAs, deferred profit sharing plans, registered disability savings plans and registered education savings plans. See "Business of the Corporation", "Directors, Officers and Promoter", "Capitalization", "Dilution", "Risk Factors" and "Directors, Officers and Promoter - Conflicts of Interest".

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THE CORPORATION

The Corporation was incorporated on February 6, 2025 pursuant to the provisions of the Business Corporations Act (British Columbia) under the name "Matchpoint Ventures Corp.".

The registered and records office of the Corporation is located at Suite 1700, Park Place, 666 Burrard Street, Vancouver, British Columbia V6C 2X8. The head office of the Corporation is located at 25 York Street, Suite 612, Toronto, Ontario M5J 2V5.

BUSINESS OF THE CORPORATION

Preliminary Expenses

To date, the Corporation has raised $1,000,100 through the sale of 20,000,100 common shares. See "Prior Sales" and "Capitalization". As at the date hereof, the Corporation has paid [$●$] to the Agent as a retainer to be applied towards the expenses of the Agent and [$●$] to the Corporation's independent auditors, Davidson & Company LLP. In addition, the Corporation will pay $10,500 inclusive of GST to the Agent as a Corporate Finance Fee. Certain of the Offering proceeds may be utilized to satisfy the obligations of the Corporation related to the Offering, including the fees and expenses of its auditors, legal counsel and the Agent's counsel. See "Use of Proceeds". The Corporation anticipates incurring additional aggregate expenses of $133,000 plus applicable taxes in connection with the Offering (exclusive of the Agent's Commission) and following the Offering relating to the costs of completing its listing and administration of the Corporation, including the Agent's Corporate Finance Fee of $10,000 plus GST, office rental costs, audit and accounting fees and retainers and Exchange filing fees. See "Use of Proceeds". Since the date of the most recent balance sheet, the Corporation has paid [$●$] with respect to filing fees incurred in connection with filing its preliminary prospectus and application to list its common shares on the Exchange.

Potential Qualifying Transaction

The Corporation has not, as of the date hereof, entered into negotiations respecting a potential Qualifying Transaction.

Proposed Operations until Completion of a Qualifying Transaction

The Corporation proposes to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction. Any proposed Qualifying Transaction must be accepted by the Exchange and, in the case of a Non-Arm's Length Qualifying Transaction, is also subject to Majority of the Minority Approval in accordance with the CPC Policy. The Corporation has not conducted commercial operations.

Until Completion of a Qualifying Transaction, the Corporation will not carry on any business other than the identification and evaluation of businesses or assets with a view to completing a potential Qualifying Transaction. With the consent of the Exchange, this may include the raising of additional funds in order to finance an acquisition. Except as described under "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 Corporation has commenced the process of identifying potential acquisitions with a view to completing the Qualifying Transaction [NTD. cover page indicates that this process has not commenced], the Corporation has not yet entered into an Agreement in Principle. As of the date of this prospectus, no industry sector has been selected to pursue a Qualifying Transaction.

Method of Financing

The Corporation may use cash, bank financing, the issuance of treasury shares, 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 issue of treasury shares could result in a change in the control of the Corporation and may cause the shareholders' interest in the Corporation to be further diluted.

Criteria for a Qualifying Transaction

The Corporation 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 of the Corporation must approve any proposed Qualifying Transaction and will examine proposed acquisitions, having regard to sound business fundamentals and to the expertise and experience of the directors. In exercising their powers and discharging their duties in relation to a proposed Qualifying Transaction, the directors will act honestly and in good faith with a view to the best interests of the Corporation and will exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

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

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

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

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

(i) the resumption of trading in the securities of the Resulting Issuer following the Completion of the Qualifying Transaction, if the securities of the Corporation are halted from trading; or
(ii) the Completion of the Qualifying Transaction, if the securities of the Corporation are not halted from trading;

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

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

If required by the Exchange, the Corporation will retain a Sponsor, who must be a Member of the Exchange or a Participating Organization of the Toronto Stock Exchange and who will be required to submit to the Exchange a Sponsor Report prepared in accordance with the policies of the Exchange. The Corporation will no longer be considered to be a CPC upon the Exchange having issued the Final Exchange Bulletin. The Exchange will generally not issue the Final 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 Exchange Bulletin, the CPC Policy will generally cease to apply, with the exception of the escrow provisions of the CPC Policy.

Initial Listing Requirements

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

Trading Halts, Suspensions and Delisting

The Exchange will generally halt trading in the common shares from the date of the public announcement of an Agreement in Principle until all filing requirements of the Exchange have been satisfied, which includes the submission of a Sponsorship Acknowledgment Form where the Qualifying Transaction is subject to sponsorship. In addition, all individuals who may be directors, senior officers, promoters or Insiders of the Resulting Issuer must file a Form 2A – Personal Information Form or, if applicable, a Form 2C1 – Declaration with the Exchange, and any preliminary background searches that the Exchange considers necessary or advisable must also be completed before the trading halt will be lifted by the Exchange.

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

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

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

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

Refusal of Qualifying Transaction

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

(a) the Resulting Issuer fails to satisfy the applicable initial listing requirements of the Exchange;
(b) the Resulting Issuer will be a mutual fund, as defined in the 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 Corporation from the sale of the Offered Shares offered by this prospectus will be $500,000. The gross proceeds received by the Corporation from the sale of common shares prior to the date of this prospectus were $1,000,000. From the aggregate gross proceeds of $1,500,000 will be deducted the expenses and costs of the Offering and the sale of Founders' Shares estimated in the aggregate, including legal, accounting, printing, regulatory fees and the Agent's Commission, Corporate Finance Fee and expenses, including legal fees, to be approximately $168,000 plus applicable taxes. The Corporation estimates that $1,332,000 will be available to the Corporation on Closing from the sales of Offered Shares distributed by this prospectus and prior sales of common shares.

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

Item	Total Offering
Gross cash proceeds raised prior to the Offering (Founders' Shares) (1)	$1,000,000
Gross cash proceeds to be raised pursuant to the Offering	$500,000
Estimated expenses and costs relating to the Offering (2)	$168,000
Estimated funds available on completion of the Offering (3)	$1,332,000
Funds available for identifying and evaluating assets or business prospects (4)	$1,282,000
Estimated general and administrative expenses until completion of a Qualifying Transaction	$50,000
Total net proceeds	$1,332,000

(1) See "Prior Sales".
(2) Costs and expenses of approximately $168,000, plus applicable taxes, include the Agent's Commission of $35,000, the Agent's expenses, legal fees and Corporate Finance Fee of approximately $30,000, the Corporation's legal, audit, printing and transfer agent fees of approximately $75,000, the listing fees payable to the Exchange of $20,000 and the filing fees payable to the Commissions estimated at approximately $8,000.

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(3) In the event the Agent exercises the Agent's Warrants and the directors and officers exercise their Stock Options, there will be available to the Corporation a maximum of an additional $300,000 which will be added to the working capital of the Corporation. There is no assurance that any of these options will be exercised.

(4) In the event that the Corporation enters into an Agreement in Principle prior to spending the entire $1,282,000 on identifying and evaluating assets or businesses, the remaining funds may be used to finance or partially finance the acquisition of Significant Assets or for working capital after Completion of the Qualifying Transaction.

Until required for the Corporation's purposes, 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 the 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 finance any acquisition to which the Corporation may commit. See "Risk Factors".

Permitted Use of Funds

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

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

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

(ii) Agent's fees, costs and commissions; and

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

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

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

(ii) equipment leases;

(iii) fees for legal services; and

(iv) fees for accounting and advisory services;

(i) valuations or appraisals;

(ii) business plans;

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(iii) feasibility studies and technical assessments;
(iv) sponsorship reports;
(v) Geological Reports;
(vi) financial statements;
(vii) fees for legal and accounting services; and

(d) agents' and finders' fees, costs and commissions;
(e) assurance and audit fees of the Corporation;
(f) escrow agent and transfer agent fees of the Corporation; and
(g) regulatory filing fees of the Corporation.

In addition, a maximum aggregate amount of $25,000 may be advanced as a non-refundable deposit or unsecured loan to a Target Company or Vendor(s), as the case may be, without the prior acceptance of the Exchange. Any proposed deposit, advance or loan of funds from the Corporation to a Target Company or 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 Corporation does not exceed a maximum of $250,000 in aggregate unless the aggregate amount advanced from the Corporation to the Target Company or the Vendor(s) does not represent more than 20% of the working capital of the Corporation.

Private Placements for Cash

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

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Subject to certain limited exceptions, any common shares issued pursuant to the private placement to Non-Arm's Length Parties by the Corporation and to Principals of the Resulting Issuer will be subject to escrow.

Prohibited Payments to Non-Arm's Length Parties

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

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

Further, no such payment will be made by the Corporation or by any other Person 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 Corporation may pay or reimburse a Non-Arm's Length Party to the Corporation for reasonable general and administrative expenses of the Corporation (including office supplies, office rent and related utilities, equipment leases, fees for legal services and fees for accounting and advisory services) not exceeding in aggregate $3,000 per month and for fees for legal services relating to a proposed Qualifying Transaction, and the Corporation may also reimburse a Non-Arm's Length Party to the Corporation for reasonable out-of-pocket expenses incurred in pursuing the business of the Corporation described in "Use of Proceeds - Permitted Use of Funds".

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

Finder's Fees

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

(a) to a Person that is not a Non-Arm's Length Party to the Corporation; and
(b) to a Non-Arm's Length Party to the Corporation, provided that:

(i) the Qualifying Transaction is not a Non-Arm's Length Qualifying Transaction;
(ii) the Qualifying Transaction is not a transaction between the Corporation and an existing public company;
(iii) the finder's fee is payable in the form of cash, common shares and/or common share purchase warrants only;

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(iv) the amount of any Concurrent Financing is not included in the value of the measurable benefit used to calculate the finder's fee; and

(v) approval of the finder's fee is obtained by ordinary resolution at a meeting of shareholders of the Corporation or by the written consent of shareholders of the Corporation holding more than 50% of the issued common shares, provided that the votes attached to the common shares 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

Agency Agreement and Agent's Compensation

Pursuant to the Agency Agreement, between the Corporation and the Agent, the Corporation has appointed the Agent as its agent to offer for sale on a commercially reasonable efforts basis to the public 5,000,000 Offered Shares, at a price of $0.10 per Offered Share for aggregate gross proceeds of $500,000, subject to the terms and conditions in the Agency Agreement. The Agent will offer the Offered Shares only in the Offering Jurisdictions. The Agent will receive a commission of 7% of the aggregate gross proceeds from the sale of the Offered Shares. In addition, the Corporation will pay to the Agent a Corporate Finance Fee of $10,000 plus GST and will pay the Agent's expenses, legal and search fees, estimated at $20,000, plus disbursements and taxes.

The Corporation has also agreed to grant to the Agent the non-transferable Agent's Warrants which entitle the Agent to purchase an aggregate of 500,000 common shares at a price of $0.10 per common share and which may be exercised for a period of 24 months from the Listing Date. The Agent's Warrants are qualified under this prospectus for distribution. Not more than 50% of the aggregate number of common shares which may be acquired on the exercise of the Agent's Warrants may be sold by the Agent prior to the Completion of the Qualifying Transaction. The remaining 50% may be sold after the Completion of the Qualifying Transaction.

The Agent has agreed to use its commercially reasonable efforts to secure subscriptions for the Offered Shares offered hereunder on behalf of the Corporation and may make co-brokerage arrangements with other investment dealers at no additional cost to the Corporation. The obligations of the Agent under the Agency Agreement may be terminated at its sole 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.

The Corporation has agreed to notify the Agent of any further equity financings being undertaken in connection with the Corporation's Qualifying Transaction and the Agent will have a right of first refusal to act as the Corporation's agent in respect of such financing for a period of 24 months following the Listing Date. Such right of first refusal is to be exercised within 30 days following receipt of notice by the Corporation to the Agent containing the terms of the proposed equity financing. In addition, the Agent has a right of first refusal to act as the Corporation's sponsor in connection with the Qualifying Transaction, which right is to be upon the same terms as that for equity financings by the Corporation.

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Commercially Reasonable Efforts Offering and Minimum Distribution

The total Offering is for 5,000,000 Offered Shares at a price of $0.10 per Offered Share for total gross proceeds of $500,000. Pursuant to the CPC Policy, 75% of the total number of common shares offered under this prospectus are subject to the following limits:

(a) the maximum number of common shares that may be directly or indirectly purchased by any one purchaser pursuant to the Offering is 2% of the total number of common shares offered under this prospectus, or 100,000 common shares; and

(b) the maximum number of common shares that may be directly or indirectly purchased by any one purchaser, together with that purchaser's Associates and Affiliates, is 4% of the total number of common shares offered under this prospectus, or 200,000 common shares.

The funds received from the Offering will be held by the Agent and will not be released until proceeds of $500,000 have been deposited. The total subscription must be completed within 90 calendar days of the date of the Final Receipt, or such other time as may be consented to by the Agent or persons or companies who subscribed within that period, failing which the Agent will remit the funds collected to the original subscribers without interest or deduction, unless subscribers have otherwise instructed the Agent.

Other Securities to be Distributed

The Corporation has approved the grant, concurrently with the Closing, of 2,500,000 Stock Options in accordance with the policies of the Exchange. This prospectus qualifies the distribution of the 2,500,000 Stock Options. See "Options to Purchase Securities".

Determination of Price

The Offering price of the common shares hereunder was determined by negotiation between the Corporation and the Agent.

Listing Application

The Corporation has applied to list the common shares (including the Offered Shares and the common shares issuable upon the exercise of the Agent's Warrants and the Stock Options) on the Exchange. Listing will be subject to the Corporation fulfilling all of the listing requirements of the Exchange, including distribution of the common shares to a minimum number of public securityholders.

Subscriptions by and Restrictions on the Agent

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

Until Completion of the Qualifying Transaction, the aggregate number of common shares permitted to be owned directly or indirectly by the members of the Pro Group is 20% of the issued and outstanding common shares of the Corporation exclusive of common shares reserved for issuance at a future date. The Exchange will require that any securities issued to the Pro Group in connection with or in contemplation of the Qualifying Transaction will be required to be subject to a four month Exchange

hold period and the securities certificates legended accordingly, as prescribed by Exchange Policy 3.2 - Filing Requirements and Continuous Disclosure.

Venture Issuer

As at the date of this prospectus, the Corporation does not have any of its securities listed or quoted, has not applied to list or quote any of its securities and does not intend to apply to list or quote any of its securities on the Toronto Stock Exchange, Aequitas NEO Exchange Inc., a U.S. marketplace or a marketplace outside Canada and the United States of America.

Restrictions on Trading

Other than the initial distribution of the Offered Shares pursuant to this prospectus, the grant of the Agent's Warrants and the grant of the Stock Options to the directors and officers of the Corporation, no securities of the Corporation will be permitted to be issued during the period between the date a receipt for the preliminary prospectus is issued by the securities commission that is designated the principal regulator and the time the common shares are listed for trading on the Exchange, except subject to prior acceptance of the Exchange, where appropriate registration and prospectus exemptions are available under securities legislation or where the applicable securities regulatory authorities grant a discretionary order.

DESCRIPTION OF SECURITIES DISTRIBUTED

Common Shares

The Corporation is authorized to issue an unlimited number of common shares without nominal or par value of which, as at the date hereof, 20,000,000 are issued and outstanding as fully paid and non-assessable common shares in the capital of the Corporation and 5,000,000 Offered Shares are reserved for issuance pursuant to the Offering. See "Plan of Distribution".

In addition, 500,000 common shares are reserved for issuance pursuant to the Agent's Warrants and 2,500,000 common shares are reserved for issuance pursuant to the Stock Options. All common shares to be outstanding after completion of the Offering will be fully paid and non-assessable common shares in the capital of the Corporation. See "Plan of Distribution" and "Options to Purchase Securities".

The holders of common shares are entitled to vote at all meetings of shareholders of the Corporation, to receive dividends if, as and when declared by the directors and to participate rateably in any distribution of property or assets upon the liquidation, winding-up or other dissolution of the Corporation.

As at the date of this prospectus, the Corporation has no outstanding loans or other debt obligations and there has been no material change in the common share and loan capital of the Corporation since the date of its most recent balance sheet contained in the prospectus. See "Prior Sales" and "Options to Purchase Securities".

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Dividend Record and Policy

To date, the Corporation has not paid any dividends on its outstanding common shares of the Corporation since the date of its incorporation. The future payment of dividends will be dependent upon the financial requirements of the Corporation to fund further growth, financial condition of the Corporation and other factors which the board of directors of the Corporation may consider in the circumstances. It is not contemplated that any dividends will be paid in the immediate or foreseeable future. All of the common shares of the Corporation are entitled to an equal share in any dividends declared and paid.

CAPITALIZATION

The table below shows the capitalization of the Corporation as at the date of the statement of financial position and the date hereof before and after giving effect to the Offering but prior to taking into account the costs of the issue:

Designation of Security	Amount authorized	Amount issued as Founders' Shares
Common shares	unlimited	$1,000,000
(20,000,000 common shares)	$1,000,000
(20,000,000 common shares)	$1,000,000
(20,000,000 common shares)	$1,500,000
(25,000,000 common shares)

(1) As at the date of the most recent balance sheet contained herein and as at the date hereof, the Corporation had not commenced commercial operations.

(2) A total of 2,500,000 common shares have been reserved for issuance pursuant to the Stock Options to be granted to directors and officers of the Corporation concurrently with the Closing and exercisable at a price per common share of $0.10 for a period of ten years from the date of grant. In addition, pursuant to the Agency Agreement, the Corporation has agreed to grant to the Agent the Agent's Warrants on completion of the Offering to purchase up to 500,000 common shares of the Corporation, at a price of $0.10 per common share, for a period of 24 months from the Listing Date. See "Plan of Distribution" and "Options to Purchase Securities".

(3) Before deduction of the Offering expenses, which are estimated to be $168,000 plus applicable taxes, and the exercise of the Agent's Warrants and Stock Options. See "Use of Proceeds".

OPTIONS TO PURCHASE SECURITIES

Agent's Warrant

Pursuant to the Agency Agreement, the Corporation has agreed to grant to the Agent the Agent's Warrants on completion of the Offering to purchase up to 500,000 common shares of the Corporation, at a price of $0.10 per common share, for a period of 24 months from the Listing Date. See "Plan of Distribution". The Agent's Warrants are qualified for distribution pursuant to this prospectus.

Stock Options

The Corporation has adopted the Incentive Stock Option Plan and intends to enter into stock option agreements granting the Stock Options in accordance with the policies of the Exchange concurrently with the Closing, according to the following terms:

Name	Common shares underlying Stock Options to be granted	Exercise Price ($/ Security)	Market Value of common shares underlying Stock Options on the date of grant ($/ Security)(1)	Expiry Date
Laurence Rose	500,000	$0.10	N/A	10 years from date of grant
Tamir Poleg	500,000	$0.10	N/A	10 years from date of grant
Alan Simpson	350,000	$0.10	N/A	10 years from date of grant
Chrisopher Craib	300,000	$0.10	N/A	10 years from date of grant
Ravi Jani	250,000	$0.10	N/A	10 years from date of grant
Phil Porat	200,000	$0.10	N/A	10 years from date of grant
John Chrisofilos	200,000	$0.10	N/A	10 years from date of grant
Daniel Goodman	200,000	$0.10	N/A	10 years from date of grant

(1) As the common shares are not listed on the Exchange as at the date hereof, the market value of the securities underlying the options on the date of grant is not available.

(2) These Stock Options were approved on [●].

There are no assurances that the Stock Options described above will be exercised in whole or in part.

The Stock Options to purchase, in aggregate, 2,500,000 common shares at $0.10 per common share approved on [●] to the directors and officers of the Corporation are qualified for distribution pursuant to this prospectus.

The Incentive Stock Option Plan provides that the Board of Directors of the Corporation may from time to time, in its discretion, and in accordance with Exchange requirements, grant to directors, officers and technical consultants to the Corporation, non-transferable options to purchase common shares, provided that the number of common shares reserved for issuance will not exceed 10% of the Corporation's issued and outstanding common shares, exercisable for a period of up to ten years from the date of grant. The purpose of the Incentive Stock Option Plan established by the Corporation, pursuant to which it may grant Stock Options, is to promote the profitability and growth of the Corporation by facilitating the efforts of the Corporation to obtain and retain key individuals. The Incentive Stock Option Plan provides an incentive for and encourages ownership of the common shares by its key individuals so that they may increase their stake in the Corporation and benefit from increases in the value of the common shares.

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Notwithstanding the terms of the Incentive Stock Option Plan, the CPC Policy imposes certain restrictions on Stock Options during the period that the Corporation remains a CPC. Such restrictions shall remain in place until the Exchange issues the Final Exchange Bulletin (such bulletin indicating that the Resulting Issuer will not be considered a CPC). Under the CPC Policy, the Corporation, while it remains a CPC, is limited to granting Stock Options to only directors, officers and technical consultants of the Corporation. In addition, the total number of common shares reserved under option for issuance pursuant to the Incentive Stock Option Plan may not exceed 10% of the common shares outstanding as at the date of the grant of the option, and the exercise period shall not exceed 10 years from the date of the grant. The maximum number of common shares issuable to any individual officer or director may not exceed 5% of the issued and outstanding common shares outstanding as at the date of grant of the option. The maximum number of common shares issuable at any given time to all technical consultants may not exceed 2% of the issued and outstanding common shares as at the date of grant of the option.

In addition, while the Corporation is a CPC, it is prohibited from granting Stock Options to any Person providing investor relations activities, promotional or market making services. The exercise price per common share under any Stock Option granted by the Corporation while it is a CPC may not be less than the greater of $0.10 and the Discounted Market Price (as defined under Exchange policies). Any Stock Options or common shares acquired pursuant to the exercise of Stock Options prior to the Completion of the Qualifying Transaction must be deposited in escrow and will be subject to escrow until the Final Exchange Bulletin is issued. In addition, all common shares issued on or after the date of the Final Exchange Bulletin pursuant to the exercise of Stock Options granted prior to the Offering with an exercise price that is less than $0.10 per common share are also subject to escrow. See "Escrowed Securities".

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

PRIOR SALES

Since the date of incorporation of the Corporation, 20,000,100 common shares have been issued as follows.

Date	Number of Common Shares	Issue Price Per Share	Aggregate Issue Price	Consideration Received
February 6, 2025	100(1)	$1.00	$100.00	Cash
March 18, 2025	20,000,000	$0.05	$1,000,000.00	Cash

(1) These common shares were issued to Matchpoint Capital Inc. and repurchased by the Corporation for $100.00 on March 31, 2025.

All of the 20,000,000 Founders' Shares issued and outstanding are subject to escrow. See "Escrowed Securities". The Agent has advised the Corporation that to the best of its knowledge and belief, no directors, officers, employees, contractors or any Associate or Affiliate of the foregoing have subscribed for common shares.

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ESCROWED SECURITIES

A total of 20,000,000 Founders' Shares issued and all common shares that may be acquired from treasury of the Corporation by Non-Arm's Length Parties of the Corporation either under the Offering or otherwise prior to Completion of the Qualifying Transaction and all common shares acquired by members of the Aggregate Pro Group prior to this Offering will be deposited with the Escrow Agent under the Escrow Agreement.

All Stock Options and all common shares issued prior to the date of the Final Exchange Bulletin pursuant to the exercise of Stock Options are subject to escrow under the Escrow Agreement.

In addition, all common shares issued on or after the date of the Final Exchange Bulletin pursuant to the exercise of Stock Options granted prior to the Offering with an exercise price that is less than $0.10 per common share are also subject to escrow under the Escrow Agreement.

The following table sets out, as at the date hereof, the number of common shares which are held in escrow.

Name and Municipality of Residence of Shareholder	Common Shares	Number of Common Shares held in Escrow	Percentage of Common Shares of the Corporation Prior to Giving Effect to the Offering(1)	Percentage of Common Shares of the Corporation After Giving Effect to the Offering(2)
Matchpoint Capital Inc.(3)
Toronto, Ontario	4,600,000	4,600,000	23%	18.4%
Tamir Poleg
Tel Aviv, Israel	4,600,000	4,600,000	23%	18.4%
Cubit Investments Ltd.(4)
Tel Aviv, Israel	4,600,000	4,600,000	23%	18.4%
Grand Slam Investments Inc.(5)
Toronto, Ontario	2,000,000	2,000,000	10%	8%
Ravi Jani
Glen Ridge, New Jersey	1,200,000	1,200,000	6%	4.8%
Good Capital Management Inc.(6)
Toronto, Ontario	1,000,000	1,000,000	5%	4%
John Christofilos
Markham, Ontario	1,000,000	1,000,000	5%	4%
Christopher Craib
Toronto, Ontario	500,000	500,000	2.5%	2%
Phil Porat
London, United Kingdom	500,000	500,000	2.5%	2%
Total	20,000,000	20,000,000	100%	80%

(1) Assuming that no common shares are purchased by these shareholders under the Offering and before the exercise of the Agent's Warrants and the Stock Options. See "Plan of Distribution" and "Options to Purchase Securities".

(2) Assuming no Offered Shares are purchased by these Persons and assuming no exercise of the Agent's Warrants or the Stock Options – numbers are rounded.

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(3) Shares legally held by Matchpoint Capital Inc. are beneficially held by Laurence Rose, the CEO, Promoter and a director of the Corporation.

(4) Shares legally held by Cubit Investments Ltd. are beneficially held by Guy Gamzu.

(5) Shares legally held by Grand Slam Investments Inc. are beneficially held by Alan Simpson, a director of the Corporation.

(6) Shares legally held by Good Capital Management Inc. are beneficially held by Daniel Goodman.

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

Under the Escrow Agreement:

(a) all Stock Options granted prior to the date of the Final Exchange Bulletin and all common shares that were issued pursuant to the exercise of such Stock Options prior to the date of the Final Exchange Bulletin will be released from escrow on the date of the Final Exchange Bulletin, other than Stock Options that were granted prior to the Corporation'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 Stock Options which will be released from escrow in accordance with (b);

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

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

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

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

(a) immediately cancel all of the escrowed common shares held by each Non-Arm's Length Party to the Corporation that were issued at a price below the Offering price under this prospectus and all Stock Options and option shares held by such Persons; and

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

Escrowed Securities on Qualifying Transaction

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

PRINCIPAL SHAREHOLDERS

The following table lists those persons who own 10% or more of the issued and outstanding common shares as at the date hereof:

Name and Municipality of Residence of Shareholder	Number of Common Shares	Percentage of Common Shares of the Corporation Prior to Giving Effect to the Offering^{(1)}	Percentage of Common Shares of the Corporation After Giving Effect to the Offering^{(2)}
Matchpoint Capital Inc.^{(3)}
Toronto, Ontario	4,600,000	23%	18.4%
Tamir Poleg
Tel Aviv, Israel	4,600,000	23%	18.4%
Cubit Investments Ltd.^{(4)}
Tel Aviv, Israel	4,600,000	23%	18.4%
Grand Slam Investments Inc.^{(5)}
Toronto, Ontario	2,000,000	10%	8%
Total	15,800,000	79%	63.2%

(1) Numbers are rounded.

(2) Assuming no Offered Shares are purchased by these Persons and assuming no exercise of the Agent's Warrants or the Stock Options – numbers are rounded.

(3) Shares legally held by Matchpoint Capital Inc. are beneficially held by Laurence Rose, the CEO, Promoter and a director of the Corporation.

(4) Shares legally held by Cubit Investments Ltd. are beneficially held by Guy Gamzu.

(5) Shares legally held by Grand Slam Investments Inc. are beneficially held by Alan Simpson, a director of the Corporation.

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DIRECTORS, OFFICERS AND PROMOTER

The following is a list of the current directors, officers and the Promoter of the Corporation, their municipalities of residence, their current positions with the Corporation and their principal occupations during the past five years:

Laurence Rose – Chairman, President & Chief Executive Officer, Director and Promoter (Age: 56)

Toronto, Ontario

Laurence Rose is Chairman, President and Chief Executive Officer of Tradelogiq Markets Inc., an CIRO member firm which is the operator of two lit marketplaces: Omega ATS and Lynx ATS. These two marketplaces facilitate trading in Canadian listed securities, such as equities and listed fixed income. Mr. Rose also serves as President of private investment firm Matchpoint Financial Corp. and was the founder of ADL Ventures Inc. a capital pool company which was the predecessor to the Real Brokerage Inc. (NASDAQ:REAX) a leading technology driven real estate brokerage. Mr. Rose spent over 11 years at global investment bank Cantor Fitzgerald where his responsibilities included executive oversight of a number of business units, joint ventures, and investments. Mr. Rose also served as Chairman, President and Chief Executive Officer of Cantor Fitzgerald Canada Corporation and Senior Managing Director of Cantor Fitzgerald & Co. Prior to joining Cantor Fitzgerald, Mr. Rose was founder and Chief Executive Officer of CollectiveBid Systems Inc. and its wholly-owned investment dealer subsidiary, CBID Markets Inc., which launched Canada's first Alternative Trading System (ATS). With an extensive background in the capital markets, technology, and real estate sectors, his professional experience also includes positions with RBC Dominion Securities Inc., Dow Jones Markets Inc. and Bridge Information Systems. Mr. Rose has served on a number of Boards of both corporate and non-profit organizations.

Mr. Rose intends to devote approximately 10% of his working time to the affairs of the Corporation.

Tamir Poleg – Director (Age: 49)

Tel Aviv, Israel

Tamir Poleg is the cofounder, Chairman and CEO of The Real Brokerage Inc. (Nasdaq: REAX) - A leading technology powered real estate brokerage founded in 2014. Prior to founding the Company, Mr. Poleg founded and served as the Chief Executive Officer of Optimum RE Investments - a real estate company focused on multi-family investments and operations. Before shifting to real estate, Mr. Poleg served in executive sales and business development positions with several technology companies, focusing on wireless infrastructure development and deployment across multiple continents. With over 15 years of real estate experience, including serving as a construction manager, and 9 years of technology company experience, Mr. Poleg is considered an expert in real estate technology and is a member of Forbes Real Estate Council. Mr. Poleg holds a bachelor's degree in economics and several real estate related accreditations.

Mr. Poleg intends to devote approximately 5% of his working time to the affairs of the Corporation.

Alan Simpson – Director (Age: 65)

Toronto, Ontario

Mr. Simpson is currently President and CEO GrandSlam Investments Inc., a significant family office investment company investing primarily in alternative investments. Mr. Simpson graduated from the Wharton School of Economics and Finance in 1983. That year, he joined Town Shoes, when the company had a total of only nine stores located in Ontario. In 1990, Mr. Simpson became Chief Operating Officer of Town Shoes, and in 1992 started The Shoe Company. From 2000 until 2013, he

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served as Chief Executive Officer of both Town Shoes and The Shoe Company. During that time, Town Shoes and The Shoe Company expanded to approximately 200 stores across Canada, including through acquisitions of Sterling Shoes and The Shoe Warehouse. In 2012, Town Shoes and The Shoe Company were acquired by Callisto Capital and Alberta Investment Management Corp. From 2015 to 2021 Mr. Simpson served on the Board of Directors of the Second Cup Ltd. (TSX:SCU).

Mr. Simpson intends to devote approximately 5% of his working time to the affairs of the Corporation.

Christopher Craib – Chief Financial Officer (Age: 57)

Toronto, Ontario

Christopher Craib, is a financial executive with a proven track record working with entrepreneurial FINTECH and start-up companies. Christopher is currently and since 2021 the Chief Financial Officer and Director of Tradelogiq Markets Inc., a CIRO registered dealer and operator of two equities Alternative Trading Systems platforms. Christopher previously served as the CFO of Cantor Fitzgerald Canada Corporation ("Cantor Canada") since its inception in 2008 and in addition to his CFO role, from 2015, Christopher served as Cantor Canada's President. Prior to Cantor Canada, Christopher was the CFO of CollectiveBid Systems Inc., a financial services technology developer, and its CIRO registered member subsidiary, CBID Markets Inc. (now operating as Perimeter Markets Inc.) which developed and launched Canada's first registered Alternative Trading System.

Christopher is an accredited CA, CPA in Ontario and has been registered in numerous regulatory capacities, including as a UDP, Chief Financial Officer, Chief Compliance Officer, Trading Supervisor and Designated Registered Futures Principal. Since 2023, he has been serving as the Audit Committee Chair of the Canadian Security Traders Association.

Mr. Craib intends to devote approximately 10% of his working time to the affairs of the Corporation.

Ravi Jani – Corporate Secretary (Age: 38)

Glen Ridge, New Jersey

Ravi Jani is an experienced capital markets professional with over 15 years of expertise in corporate finance, investor relations, and fundamental equity investing. He currently serves as Vice President of Investor Relations and Financial Planning & Analysis at The Real Brokerage Inc. (NASDAQ: REAX), where he works closely with senior leadership to drive financial strategy, investor engagement, and long-term value creation. Prior to Real, Mr. Jani held leadership roles at Blade Air Mobility, Citadel LLC, and Anchor Bolt Capital LP. He began his career in investment banking at Bank of America and Moelis & Company. He holds a Bachelor of Science degree in Finance from the NYU Stern School of Business.

John Christofilos – Vice President (Age: 60)

Markham, Ontario

John Christofilos is Senior Vice-President, Chief Trading Officer and Investment Management, Operations Strategy at AGF Investments Inc. where he leads a team responsible for trading AGF's Assets Under Management across its Retail, Institutional and Private Client portfolios. He is also a member of AGF's Business Development unit with responsibility for reviewing and leading Capital Markets opportunities and technology advancements. John is a member of The Office of the CIO – a structure within AGF's Investment Management team. This leadership structure encourages and further embeds collaboration and active accountability across the Investment Management team and the broader organization.

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John's career has spanned more than 30 years, with experience on both the buy- and sell-side. Before joining AGF in 2014, he served as Managing Director at Canaccord Genuity, leading the firm's efforts in electronic and program trading. Prior to Canaccord, he worked as Senior Managing Director for E*TRADE Institutional, a full-service financial services firm based in New York City. John also serves as President of the Canadian Security Traders Association (CSTA) and is a member of the Board of Directors of the Canadian ETF Association (CETFA) and Tradelogiq, an Alternative Trading System (ATS). In addition, he serves on the Ontario Securities Commission's Market Structure Advisory Committee. John holds a Bachelor of Science degree from San Diego, California-based United States International University, where he also played Division 1 Hockey.

Daniel Goodman – Vice President (Age: 55)

Toronto, Ontario

Mr. Goodman is President and Chief Executive Officer of GFI Investment Counsel Ltd. (GFI). Mr. Goodman founded GFI in 2007 to create a planning-based investment counsel with a focus on client service, performance, and transparency. With more than three decades as a senior executive, investment manager, and investor, Daniel has been instrumental in helping leading Canadian families, executives and business owners achieve their financial goals and objectives. Mr. Goodman is a CFA Charter holder and received his undergraduate degree from the University of Western Ontario. Daniel completed executive education in Behavioural Finance and Investing from Harvard University and taught Financial Planning at the Schulich School of Business. Mr. Goodman has also served on the Board of Directors of Dundee Corporation (TSX: DC.A) and the Finance and Investment Committee of the Mount Sinai Hospital Foundation.

Other Corporate Information

Pursuant to the provisions of the Business Corporations Act (British Columbia), the Corporation is required to have an audit committee. The general function of the audit committee is to review the overall audit plan and the Corporation's system of internal controls, to review the results of the external audit and to resolve any potential dispute with the Corporation's auditor. The audit committee of the Corporation currently consists of Laurence Rose, ● and ●, ● is the chairman of the audit committee.

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

Prior to the completion of the Offering, the directors and officers of the Corporation collectively hold 59% of the common shares of the Corporation. Following the completion of the Offering, the directors and officers of the Corporation will collectively hold 11,700,000 common shares, being approximately 47% of the common shares of the Corporation (assuming no exercise of the Agent's Warrants or any Stock Options and assuming no purchase by them of Offered Shares).

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Positions with Reporting Issuers

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

Name	Name of Reporting Issuer	Name of Market	Position	Term
Laurence Rose	The Real Brokerage Inc.	NASDAQ	Director	02/2018 - Present
Tamir Poleg	The Real Brokerage Inc.	NASDAQ	Director, CEO, Chair	06/2020 - Present
Alan Simpson	The Second Cup Ltd.	TSX	Director	2015 - 2021

Corporate Cease Trade Orders or Bankruptcies

No director, officer, Insider or Promoter or a shareholder of the Corporation holding a sufficient number of securities of the Corporation to affect materially the control of the Corporation is, or within ten years before the date of the prospectus, has been, a director, officer, Insider or Promoter of any other Issuer that, while that person was acting in that capacity, (a) was the subject of a cease trade or similar order, or an order that denied such Issuer access to any statutory exemptions for a period of more than 30 consecutive days; or (b) became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Penalties or Sanctions

No director, officer, Insider or Promoter of the Corporation, or a shareholder of the Corporation holding a sufficient number of securities of the Corporation to affect materially the control of the Corporation, has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority or has been subject to any other penalties or sanctions imposed by a court or regulatory body or self-regulatory authority that would likely be considered important to a reasonable investor in making an investment decision.

Personal Bankruptcies

No director, officer, Insider or Promoter of the Corporation, or a shareholder of the Corporation holding a sufficient number of securities of the Corporation to affect materially the control of the Corporation, or a personal holding company of any such persons 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 has been subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold such person's assets.

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Conflicts of Interest

There are potential conflicts of interest to which the directors, officers, Insiders and Promoters of the Corporation will be subject in connection with the operations of the Corporation. All 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 Corporation for businesses or assets in order to close a Qualifying Transaction. Accordingly, situations may arise where some or all of the directors, officers, Insiders and Promoters will be in direct competition with the Corporation. Conflicts, if any, will be subject to the procedures and remedies as provided under the Business Corporations Act (British Columbia).

Executive Compensation

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

(a) grants of Stock Options as described in "Options to Purchase Securities";
(b) payment for and reimbursement of certain expenses as described in "Use of Proceeds"; and
(c) finder's fees as described in "Use of Proceeds – Finder's Fees".

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

PROMOTERS

Laurence Rose is considered to be the Promoter of the Corporation in that he took the initiative in founding and organizing the Corporation. See "Prior Sales", "Directors, Officers and Promoters", "Principal Shareholders" and "Options to Purchase Securities - Stock Options".

DILUTION

Purchasers of Offered Shares under this prospectus will suffer an immediate dilution on the basis that there will be 25,000,000 common shares of the Corporation issued and outstanding following completion of this Offering. Dilution has been computed on the basis of total gross proceeds to be raised by this prospectus and from sales of securities prior to the filing of this prospectus, without deduction of commissions or related expenses incurred or to be incurred in connection with the Offering by the Corporation, and is set forth below:

Item	Total Offering
Gross proceeds of prior share issues	$1,000,000
Gross proceeds of this Offering	$500,000
Total gross proceeds after this Offering	$1,500,000

Offering price per share	$0.10
Proceeds per share after this Offering	$0.06
Dilution per share to subscriber	$0.04
Percentage of dilution in relation to offering price	0.40%

RISK FACTORS

A purchase of Offered Shares of the Corporation and the purchaser's investment will be highly speculative due to the substantial risk of the Corporation's business and its present stage of development. The following are risk factors associated with the Corporation, which list is not exhaustive:

(a) the Corporation was only recently incorporated, has not commenced commercial operations and has no assets other than cash. It has no history of earnings, and shall not generate earnings or pay dividends until at least after Completion of the Qualifying Transaction. See "Business of the Corporation - Proposed Operations until Completion of a Qualifying Transaction";

(b) the directors and officers of the Corporation will devote only a portion of their time to the business and affairs of the Corporation and some of them are or will be engaged in other projects or businesses such that conflicts of interest may arise from time to time. See "Directors, Officer and Promoter - Conflicts of Interests";

(c) the Corporation is relying solely on the past business success of its directors and officers to identify a Qualifying Transaction of merit. The success of the Corporation is dependent upon the efforts and abilities of its management team. The loss of any member of the management team could have a material adverse effect upon the business and prospects of the Corporation. In such event, the Corporation will seek satisfactory replacements but there can be no guarantee that appropriate personnel may be found;

(d) assuming completion of the Offering, an investor will suffer immediate dilution of $0.04, or 40% per Offered Share. See "Dilution";

(e) investment in the Offered Shares is highly speculative given the proposed nature of the Corporation's business and its present stage of development;

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(f) there can be no assurance that an active and liquid market for the Corporation's common shares will develop and an investor may find it difficult to resell its Offered Shares;

(g) until Completion of a Qualifying Transaction, the Corporation is not permitted to carry on any business other than the identification and evaluation of potential Qualifying Transactions. See "Business of the Corporation - Proposed Operations until Completion of a Qualifying Transaction";

(h) the Corporation has only limited funds with which to identify and evaluate potential Qualifying Transactions and there can be no assurance that the Corporation will be able to identify a suitable Qualifying Transaction;

(i) even if a proposed Qualifying Transaction is identified, there can be no assurance that the Corporation will be able to successfully complete the transaction;

(j) completion of a Qualifying Transaction is subject to a number of conditions including acceptance by the Exchange and, in the case of a Non-Arm's Length Qualifying Transaction, Majority of the Minority Approval. See "Business of the Corporation - Filings and Shareholder Approval of a Non-Arm's Length Qualifying Transaction";

(k) unless the shareholder has the right to dissent and be paid fair value in accordance with applicable corporate or other law, a shareholder who votes against a proposed Non-Arm's Length Qualifying Transaction for which Majority of the Minority Approval by shareholders has been given, will have no rights of dissent and no entitlement to payment by the Corporation of fair value for the common shares;

(l) upon public announcement of a proposed Qualifying Transaction, trading in the common shares of the Corporation will be halted and will remain halted for an indefinite period of time, typically until a Sponsor has been retained and certain preliminary reviews have been conducted. The common shares of the Corporation will be reinstated to trading before the Exchange has reviewed the transaction and before the Sponsor has completed its full review. Reinstatement to trading provides no assurance with respect to the merits of the transaction or the likelihood of the Corporation completing the proposed Qualifying Transaction. See "Business of the Corporation - Trading, Halts, Suspensions and Delisting";

(m) trading in the common shares of the Corporation may be halted at other times for other reasons, including for failure by the Corporation to submit documents to the Exchange in the time periods required. See "Business of the Corporation - Trading, Halts, Suspensions and Delisting";

(n) the Exchange will generally suspend trading in the Corporation's common shares or delist the Corporation in the event that the Exchange has not issued a Final Exchange Bulletin within 24 months from the date of listing. See "Business of the Corporation - Trading, Halts, Suspensions and Delisting";

(o) neither the Exchange nor any securities regulatory authority passes upon the merits of the proposed Qualifying Transaction;

(p) in the event that management of the Corporation resides outside of Canada or the Corporation identifies a foreign business as a proposed Qualifying Transaction, investors may find it difficult or impossible to effect service of 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;

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(q) the Qualifying Transaction may be financed in all or part by the issuance of additional securities by the Corporation and this may result in further dilution to the investor, which dilution may be significant and which may also result in a change of control of the Corporation. See "Business of the Corporation - Method of Financing";

(r) If the Corporation does not list its common shares on the Exchange by the time of Closing in the manner contemplated under this prospectus under the heading "Eligibility for Investment", adverse tax consequences may arise with respect to any common shares held in RRSPs, RRIFs, TFSAs, deferred profit sharing plans, registered disability savings plans and registered education savings plans; and

(s) subject to prior Exchange acceptance, the Corporation may be permitted to loan or advance up to the greater of $250,000 and 20% of its working capital to a target business without shareholder approval, and there can be no assurance that the Corporation will be able to recover that loan. See "Use of Proceeds".

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

LEGAL PROCEEDINGS

There are no legal proceedings to which the Corporation is or is likely to be a party. The Corporation is not currently a party to any legal proceedings, nor is the Corporation currently contemplating any legal proceedings. Management of the Corporation is currently not aware of any legal proceedings contemplated against the Corporation.

RELATIONSHIP BETWEEN THE CORPORATION AND THE AGENT

Neither the Corporation nor any of its directors or officers are a "related" or "connected issuer", as such terms are defined in National Instrument 33-105, "Underwriting Conflicts", of the Agent.

RELATIONSHIP BETWEEN THE CORPORATION AND PROFESSIONAL PERSONS

There is no beneficial interest, direct or indirect, in any securities or properties of the Corporation or of an Associate or Affiliate of the Corporation, held by a professional person as referred to in the CPC Policy, a responsible solicitor or any partner of a responsible solicitor's firm nor is any such person currently or expected to be elected, appointed or employed as a director, senior officer or employee of the Corporation or of an Associate or Affiliate of the Corporation, or a Promoter of the Corporation or of an Associate or Affiliate of the Corporation.

AUDITOR, TRANSFER AGENT AND REGISTRAR

Auditor

The independent auditor of the Corporation is Davidson & Company LLP, 1200 – 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, British Columbia, V7Y 1G6. Davidson & Company LLP is independent of the Corporation, in accordance with the Code of Professional Conduct of the Chartered Professional Accountants of British Columbia.

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Transfer Agent and Registrar

The registrar and transfer agent of the common shares of the Corporation is Odyssey Trust Company, 409 Granville Street, Vancouver, British Columbia, V6C 1T2. The securities registered will be maintained at the Vancouver office of Odyssey.

INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

There are no material interests, direct or indirect, of directors, officers and any shareholder who beneficially owns, directly or indirectly, more than 10% of the outstanding common shares or any known Associates or Affiliates of such Persons, in any transaction since incorporation of the Corporation, or in any proposed transaction which has materially affected or would materially affect the Corporation.

MATERIAL CONTRACTS

The Corporation has not entered into any contracts material to investors in the common shares hereunder, other than the following:

(a) Registrar and Transfer Agent Agreement dated as of February 11, 2025 between the Corporation and the Escrow Agent. See "Auditor, Transfer Agent and Registrar".

(b) Agency Agreement dated as of [●] between the Corporation and the Agent. See "Plan of Distribution".

(d) Incentive Stock Option Plan approved on March 18, 2025. See "Options to Purchase Securities".

Copies of these agreements will be available for inspection at the offices of Stikeman Elliott LLP, solicitors of the Corporation, located at Suite 1700, 666 Burrard Street, Vancouver, British Columbia V6C 2X8 during ordinary business hours while the Offered Shares offered by this prospectus are in the course of distribution and for a period of 30 calendar days thereafter.

OTHER MATERIAL FACTS

To management's knowledge, there are no other material facts relating to the securities to be offered and not disclosed elsewhere in this prospectus, or that are necessary in order for the prospectus to contain full, true and plain disclosure of all material facts relating to the securities to be offered.

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PURCHASERS' STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in British Columbia, Alberta and Ontario provide 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 or any amendment thereto 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 any applicable provisions of the securities legislation of the purchaser's province for the particulars of these rights or consult with a legal advisor.

ELIGIBILITY FOR INVESTMENT

In the opinion of Stikeman Elliott LLP counsel to the Corporation, based on the current provisions of the Income Tax Act (Canada) and the regulations thereunder (collectively, the "Tax Act") in force on the date hereof and any proposal to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) ("Tax Proposals") prior to the date hereof, if the common shares are issued on the date hereof and listed and posted for trading on a "designated stock exchange" as defined in the Tax Act (which includes the Exchange) or if the Corporation is a "public corporation" on the date hereof, as that term is defined in the Tax Act, then the common shares would at that time be a "qualified investment" for a trust governed by a "registered retirement savings plan" ("RRSP"), "registered retirement income fund" ("RRIF"), "tax-free savings account" ("TFSA"), "registered education savings plan" ("RESP"), "deferred profit sharing plan" and "registered disability savings plan" ("RDSP"), as those terms are defined in the Tax Act (collectively, the "Plans").

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

Notwithstanding that a common share may be a qualified investment for a TFSA, RRSP, RRIF, RESP or RDSP (a "Registered Plan"), the holder or annuitant of the Registered Plan, as the case may be, will be subject to a penalty tax as set out in the Tax Act in respect of the common shares if such common shares are a "prohibited investment" for the Registered Plan for purposes of the Tax Act. The common shares will generally be a "prohibited investment" for a Registered Plan if the holder or annuitant, as the case may be, does not deal at arm's length with the Corporation for the purposes of the Tax Act or has a "significant interest" (as defined in the Tax Act) in the Corporation. In addition, the common shares generally will not be a prohibited investment if the common shares are "excluded property" within the meaning of the Tax Act for the Registered Plan.

Purchasers who intend to hold common shares in their Plans, should consult their own tax advisors in regard to the application of these rules in their particular circumstances.

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FINANCIAL STATEMENTS

Audited financial statements of the Corporation for the period from February 6, 2025 (date of incorporation) to April 30, 2025 are attached.

S-1

FINANCIAL STATEMENTS

See attached.

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37

DAVIDSON & COMPANY LLP
Chartered Professional Accountants

June 5, 2025

Alberta Securities Commission
British Columbia Securities Commission
Ontario Securities Commission

Dear Sirs / Mesdames:

Re: Matchpoint Ventures Corp.

We refer to the preliminary prospectus of Matchpoint Ventures Corp. (the "Company") dated June 5, 2025 relating to the offering of 5,000,000 common shares in the capital of the Company for aggregate gross proceeds of $500,000.

We have substantially completed our audit but have not yet reported to the directors of the Company on the following financial statements in the preliminary prospectus:

Statement of financial position as at April 30, 2025;

Statements of loss and comprehensive loss, changes in shareholders' equity and cash flows for the period from incorporation on February 6, 2025 to April 30, 2025, and notes to the financial statements, including material accounting policy information.

We are withholding our signature from the draft report in the preliminary prospectus pending:

a) consideration of events between the dates of the preliminary and final prospectuses;
b) review of comments, which may be issued by the Commissions;
c) authorization of the financial statements by those charged with governance; and
d) reading of the final prospectus.

Based on the results of our audit of the financial statements referred to above and our limited inquiry and review procedures to the date of this letter, we have no reason to believe that the financial statements do not present fairly, in all material respects, the financial position of the Company as at April 30, 2025, and its financial performance and its cash flows for the period from incorporation on February 6, 2025 to April 30, 2025 in accordance with IFRS Accounting Standards.

This letter is provided solely to the securities regulatory authorities to which it is addressed and should not be used for any other purpose.

A member of Nexia International

1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, B.C., Canada V7Y 1G6
Telephone (604) 687-0947 Davidson-co.com

Page 2...

Yours very truly,

Davidson & Company LLP

DAVIDSON & COMPANY LLP
Chartered Professional Accountants

Matchpoint Ventures Corp.

Financial Statements
April 30, 2025
Expressed in Canadian Dollars

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INDEPENDENT AUDITORS' REPORT

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Matchpoint Ventures Corp.

Statement of Financial Position

April 30, 2025
(Expressed in Canadian Dollars)

| | April 30, 2025
$ |
| --- | --- |
| Assets | |
| Current | |
| Cash | 999,690 |
| Liabilities and Shareholders’ Equity | |
| Liabilities | |
| Current | |
| Accrued Liabilities | 55,000 |
| Shareholders’ Equity | |
| Common Shares (note 4) | 1,000,000 |
| Deficit | (55,310) |
| | 944,690 |
| Total Liabilities and Shareholders’ Equity | 999,690 |

Nature operations and going concern (Note 1)
Proposed transaction (Note 9)

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

Approved on behalf of the Board of Directors, June 4, 2025:

/s/ "Laurence Rose"
/s/ "Tamir Poleg"
Director
Director

Page | 1

Matchpoint Ventures Corp.

Statement of Loss and Comprehensive Loss
For the period from incorporation,
February 6, 2025 to April 30,2025
(Expressed in Canadian Dollars)

| | 2025
$ |
| --- | --- |
| Operating Expenses | |
| Professional fees | 55,000 |
| General and administrative | 310 |
| Loss and Comprehensive Loss for Period | 55,310 |
| Basic and Diluted Loss per Share | - |
| Weighted Average Number of Common Shares Outstanding – Basic and Diluted | 20,000,000 |

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

121875062v1
Page | 2

Matchpoint Ventures Corp.

Statement of Changes in Shareholders' Equity

For the period from incorporation,

February 6, 2025 to April 30, 2025

(Expressed in Canadian Dollars)

	Number of Outstanding Shares	Common Shares	Deficit	Total Shareholders’ Equity
	#	$	$	$
Balance, February 6, 2025 (incorporation)	-	-	-	-
Issuance of Incorporation Shares	100	100	-	100
Repurchase of Incorporation Shares	(100)	(100)	-	(100)
Shares issued for cash	20,000,000	1,000,000	-	1,000,000
Loss for the period	-	-	(55,310)	(55,310)
Balance, April 30, 2025	20,000,000	1,000,000	(55,310)	944,690

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

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Matchpoint Ventures Corp.

Statement of Cash Flows
For the period from incorporation,
February 6, 2025 to April 30,2025
(Expressed in Canadian Dollars)

| | 2025
$ |
| --- | --- |
| Cash flows used in operating activities | |
| Loss for the period | (55,310) |
| Changes in non-cash working capital: | |
| Accrued liabilities | 55,000 |
| Cash used in operating activities | (310) |
| Cash flows from financing activity | |
| Proceeds from the issuance of common shares | 1,000,000 |
| Cash provided from financing activities | 1,000,000 |
| Net change in cash | 999,690 |
| Cash, beginning of period | - |
| Cash, end of period | 999,690 |

Supplemental disclosure with respect to cash flows:
There were no non-cash investing or financing activities during the period.

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

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Matchpoint Ventures Corp.
Notes to the Financial Statements
For the period from incorporation,
February 6, 2025 to April 30,2025
(Expressed in Canadian Dollars)

NATURE OF OPERATIONS AND GOING CONCERN

Matchpoint Ventures Corp. (the "Company") was incorporated under the Business Corporations Act (British Columbia) on February 6, 2025, and is in the process of applying for status as a capital pool company ("CPC"), as defined in TSX Venture Exchange ("TSX-V") Policy 2.4 ("Policy 2.4"). The Company has made an application to have its common shares listed and called for trading on the TSX-V. The Company proposes to identify and evaluate companies, businesses, properties, or assets for acquisition and once identified and evaluated, to negotiate an acquisition or participation subject to receipt of shareholder and regulatory approval (the "Qualifying Transaction").

The Company's registered office address is Suite 1700 - 666 Burrard Street, Vancouver, British Columbia V6C 2X8 and its principal place of business is Suite 612 - 25 York Street, Toronto, Ontario M5J 2V5.

These financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The Company has a working capital of $944,690 as at April 30, 2025, and as such, the Company's cash position is sufficient to finance continued operations over the next twelve months. The Company's continuing operations as intended are dependent upon the Company's ability to complete a Qualifying Transaction. Such an acquisition will be subject to shareholder and regulatory approval. In the case of a non-arm's length transaction (as defined in Policy 2.4) a majority of the minority shareholder approval must also be obtained. Should the Company fail to complete a Qualifying Transaction, its ability to raise sufficient financing to maintain operations may be impaired, and accordingly, the Company may be unable to realize the carrying value of its net assets. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.

BASIS OF PRESENTATION

(a) Statement of compliance

These financial statements are prepared in accordance with IFRS Accounting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB").

These financial statements are presented in Canadian dollars, which is the Company's functional currency.

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Matchpoint Ventures Corp.
Notes to the Financial Statements
For the period from incorporation,
February 6, 2025 to April 30,2025
(Expressed in Canadian Dollars)

BASIS OF PRESENTATION (Continued)

(b) Basis of presentation

These financial statements have been prepared on a historical cost basis, except for certain financial instruments classified as financial instruments at fair value through profit or loss, which are stated at fair value. In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

These financial statements were authorized for issue by the Board of Directors on June XX, 2025.

MATERIAL ACCOUNTING POLICY INFORMATION

(a) Financial instruments

(i) Financial assets and liabilities

Initial recognition and measurement

A financial asset is measured initially at fair value plus, for an item not at fair value through profit or loss, transaction costs that are directly attributable to its acquisition or issue. On initial recognition, a financial asset is classified as measured at amortized cost or fair value through profit or loss. A financial asset is measured at amortized cost if it meets the conditions that i) the asset is held within a business model whose objective is to hold assets to collect contractual cash flows; ii) the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding; and iii) is not designated as fair value through profit or loss.

Subsequent measurement

The subsequent measurement of financial assets depends on their classification as follows:

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Matchpoint Ventures Corp.
Notes to the Financial Statements
For the period from incorporation,
February 6, 2025 to April 30,2025
(Expressed in Canadian Dollars)

3. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

Financial assets at fair value through profit or loss

Financial assets measured at fair value through profit or loss are carried in the statement of financial position at fair value with changes in fair value therein, recognized in the statement of comprehensive loss.

Financial assets measured at amortized cost

A financial asset is subsequently measured at amortized cost, using the effective interest method and net of any impairment allowance, if:

the asset is held within a business whose objective is to hold assets in order to collect contractual cash flows; and
the contractual terms of the financial asset give rise, on specified dates, to cash flows that are solely payments of principal and interest.

The Company classifies cash as amortized cost. Other than cash, there are no financial assets classified as measured at amortized cost.

Financial liabilities at amortized cost

The Company’s financial liabilities include accrued liabilities which are measured at amortized cost. After initial recognition, an entity cannot reclassify any financial liability.

Impairment

The Company assesses on a forward looking basis the expected credit losses associated with its debt instruments carried at amortized cost and fair value through other comprehensive income. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

(ii) Derecognition

A financial asset or, where applicable, a part of a financial asset or part of a group of similar financial assets is derecognized when:

the contractual rights to receive cash flows from the asset have expired; or the Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset; or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

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Matchpoint Ventures Corp.
Notes to the Financial Statements
For the period from incorporation,
February 6, 2025 to April 30,2025
(Expressed in Canadian Dollars)

MATERIAL ACCOUNTING POLICY INFORMATION (continued)

(b) Common shares

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 are classified as equity instruments.

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

The Company presents basic and diluted earnings (loss) per share data for its common shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of shares outstanding during the period. Diluted earnings (loss) per share does not adjust the loss attributable to common shareholders or the weighted average number of common shares outstanding when the effect is anti-dilutive.

Shares held in escrow, other than where their release is subject to the passage of time, are not included in the calculation of the weighted average number of common shares outstanding.

(d) Income taxes

Tax provisions are recognized when it is considered probable that there will be a future outflow of funds to a taxing authority. In such cases, a provision is made for the amount that is expected to be settled, where this can be reasonably estimated. This requires the application of judgment as to the ultimate outcome, which can change over time depending on facts and circumstances. A change in estimate of the likelihood of a future outflow and/or in the expected amount to be settled would be recognized in income in the period in which the change occurs.

Deferred tax assets or liabilities, arising from temporary differences between the tax and accounting values of assets and liabilities, are recorded based on tax rates expected to be enacted when these differences are reversed. Deferred tax assets are recognized only to the extent it is considered probable that those assets will be recovered. This involves an assessment of when those deferred tax assets are likely to be realized, and a judgment as to whether there will be sufficient taxable profits available to offset the tax assets when they do reverse. This requires assumptions regarding future profitability and is therefore inherently uncertain. To the extent assumptions regarding future profitability change, there can be an increase or decrease in the amounts recognized in respect of deferred tax assets, as well as in the amounts recognized in income in the period in which

121875062v1
Page | 8

Matchpoint Ventures Corp.
Notes to the Financial Statements
For the period from incorporation,
February 6, 2025 to April 30,2025
(Expressed in Canadian Dollars)

the change occurs.

3. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

Tax provisions are based on enacted or substantively enacted laws. Changes in those laws could affect amounts recognized in income both in the period of change, which would include any impact on cumulative provisions, and in future periods.

(e) Share based payments

The Company accounts for stock options granted to directors, officers, and consultants at the fair value of the equity instruments issued. Accordingly, the fair value of the options at the date of the grant is determined using the Black-Scholes option pricing model and share-based compensation is accrued and charged to operations, with an offsetting credit to share-based payment reserve over the vesting period using a graded approach. Stock options granted to non-employees are measured at the fair value of the goods or services received, unless that fair value cannot be estimated reliably, in which case the fair value of the equity instruments issued is used. The value of the goods or services is recorded at the earlier of the vesting date, or the date the goods or services are received. The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognized for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest.

If and when the stock options are exercised, the applicable amounts in share-based payments reserve are transferred to share capital. If and when the fully vested stock options expire without being exercised, the applicable amounts in share based payments reserve are transferred to deficit.

The expected price volatility is based on the historic volatility (based on the remaining life of the options), adjusted for any expected changes to future volatility due to publicly available information.

(f) Use of estimates and judgments

The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may vary from these estimates.

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Accounting estimates will, by definition, seldom equal the actual results. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future years affected.

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Matchpoint Ventures Corp.
Notes to the Financial Statements
For the period from incorporation,
February 6, 2025 to April 30,2025
(Expressed in Canadian Dollars)

MATERIAL ACCOUNTING POLICY INFORMATION (continued)

Going concern

The assessment of whether the going concern assumption is appropriate requires management to take into account all available information about the future, which is at least, but not limited to, 12 months from the end of the reporting period.

(g) New, amended and future accounting pronouncements

The following new accounting standards are effective for the future periods:

On April 9, 2024, the IASB issued a new standard – IFRS 18, “Presentation and Disclosure in Financial Statements” with a focus on updates to the statement of profit or loss. The key new concepts introduced in IFRS 18 relate to:

the structure of the statement of profit or loss;
required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity's financial statements (that is, management-defined performance measures); and
enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general.

IFRS 18 will replace IAS 1; many of the other existing principles in IAS 1 are retained, with limited changes. IFRS 18 will apply for reporting periods beginning on or after 1 January 2027. Retrospective application is required and early application is permitted.

Management is currently assessing the effect of this new standard on the financial statements.

121875062v1
Page | 10

Matchpoint Ventures Corp.
Notes to the Financial Statements
For the period from incorporation,
February 6, 2025 to April 30,2025
(Expressed in Canadian Dollars)

4. SHAREHOLDERS' EQUITY

(a) Authorized

Unlimited number of common shares without par value.

(b) Issued and outstanding

During the period ended April 30, 2025, the Company issued 20,000,000 founders' common shares to be held in escrow following the Company's initial public offering (note 9), issued for $0.05 per share to among others, certain officers and directors of the Company for total proceeds of $1,000,000. These shares will be released pro rata to the shareholders as to 10% upon issuance of the Final Exchange Bulletin in accordance with Policy 2.4 and as to the remainder in four equal tranches of 25% every six months thereafter for a period of 24 months.

5. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

(a) Fair value

IFRS 13, Fair Value Measurement, establishes a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 – inputs other than quoted process included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from process); and,

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

As at April 30, 2025, the Company's financial instruments comprise cash and accrued liabilities. The carrying values of cash and accrued liabilities approximate their fair values due to the relatively short periods to maturity of these financial instruments.

(b) Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. Credit risk for the Company is associated with its cash. The Company is not exposed to significant credit risk as its cash is placed with a major Canadian financial institution.

121875062v1

Matchpoint Ventures Corp.
Notes to the Financial Statements
For the period from incorporation,
February 6, 2025 to April 30,2025
(Expressed in Canadian Dollars)

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations
associated with financial liabilities that are settled by delivering cash or another financial asset. The Company is not exposed to significant liquidity risk.

(d) Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices. Market risk comprises three types of risk: foreign exchange risk, interest rate risk and other price risk. The Company is not exposed to significant market risk as all of its cash and accrued liabilities are in Canadian Dollars and non-interest bearing.

CAPITAL MANAGEMENT

The Company is actively looking to acquire an interest in a business or assets and this involves a high degree of risk. The Company has not determined whether it will be successful in its endeavors and does not generate cash flows from operations. The Company's primary source of funds comes from the issuance of common shares. The Company does not use other sources of financing that require fixed payments of interest and principal due to lack of cash flow from current operations and is not subject to any externally imposed capital requirements.

The Company's objective when managing capital is to safeguard the Company's ability to continue as a going concern.

The Company defines its capital as shareholders' equity. Capital requirements are driven by the Company's general operations. To effectively manage the Company's capital requirements, the Company monitors expenses and overhead to ensure costs and commitments are being paid.

The Company is not subject to any externally imposed requirements other than the expenditure restrictions applicable under Policy 2.4. These expenditure restrictions limit the Company's on-going expenditures to reasonable expenditures relating to a proposed Qualifying Transaction, assurance and audit fees, escrow agent and transfer agent fees, regulatory filing fees and a maximum of $3,000 per month for other general and administrative costs.

121875062v1
Page | 12

Matchpoint Ventures Corp.
Notes to the Financial Statements
For the period from incorporation,
February 6, 2025 to April 30,2025
(Expressed in Canadian Dollars)

RELATED PARTY TRANSACTIONS

During the period ended April 30, 2025, the Company had no transactions with identified related parties, including its Officers, Directors and Shareholders. At April 30, 2025, there are no balances due to, or due from identified related parties.

121875062v1
Page | 13

Matchpoint Ventures Corp.
Notes to the Financial Statements
For the period from incorporation,
February 6, 2025 to April 30,2025
(Expressed in Canadian Dollars)

8. CORPORATE INCOME TAXES

A reconciliation of income taxes at statutory rates (2025 – 27%) with the reported taxes is as follows:

	For the period from incorporation February 6, 2025 to April 30, 2025
	$
Loss for the period	(55,310)
Expected income tax recovery	(15,000)
Unrecognized deductible temporary differences	15,000
Total income tax expense	-

The significant components of the Company's net unrecognized deferred tax assets are as follows:

	April 30, 2025
	$
Deferred tax assets (liabilities)
Non-capital losses available for future periods	15,000
Unrecognized deferred tax assets	(15,000)
Net deferred tax assets	-

The non-capital losses available for future periods of $55,000 will expire in 2045.

121875062v1

Matchpoint Ventures Corp.
Notes to the Financial Statements
For the period from incorporation,
February 6, 2025 to April 30,2025
(Expressed in Canadian Dollars)

9. PROPOSED TRANSACTION

The Company intends to file a prospectus with the securities regulatory authorities in the Provinces of Ontario, Alberta and British Columbia and with the TSX-V, offering 5,000,000 common shares at $0.10 per share as an initial public offering (the "Offering"). Pursuant to an Agency Agreement between the Company and Independent Trading Group (ITG), Inc. (the "Agent"), the Agent will receive a cash commission equal to 7% of the gross proceeds, be paid a corporate finance fee of $10,000, reimbursed for reasonable expenses, and will be granted non-transferable agent options to purchase up to 500,000 common shares at a price of $0.10 per common share, exercisable for a period of 24 months from the date the common shares commence trading on the TSX-V. The Agent will also be reimbursed by the Company for the Agent's expenses, including legal fees, incurred pursuant to the Offering.

The Corporation has adopted an incentive stock option plan and under which it intends to enter into stock option agreements granting stock options in accordance with the policies of the TSX-V concurrently with the closing of the Offering. Up to 2,500,000 stock options will be issued to certain directors, officers or technical consultants of the corporation and with an exercise price of $0.10 per common share and exercisable for a period up to ten years from the date of grant. The term of such stock options will expire not later than 12 months after the optionee ceases to be a director, officer or technical consultant of the corporation.

121875062v1

C-1

CERTIFICATE OF THE CORPORATION

DATE: June 5, 2025

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.

/s/ "Laurence Rose"
/s/ "Christopher Craib"

Laurence Rose
Chief Executive Officer

Christopher Craib
Chief Financial Officer

ON BEHALF OF THE BOARD OF DIRECTORS

/s/ "Tamir Poleg"
/s/ "Alan Simpson"

Tamir Poleg
Director

Alan Simpson
Director

C-2

CERTIFICATE OF THE PROMOTER

DATE: June 5, 2025

/s/ "Laurence Rose"

Name: Laurence Rose
Title: Promoter

CERTIFICATE OF THE AGENT

DATE: June 5, 2025

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.

Independent Trading Group (ITG), Inc.

Per: /s/ "Sean Debotte"
Name: Sean Debotte
Title: Chief Executive Officer

AI assistant

Matchpoint Ventures Corp. — Capital/Financing Update 2025

48572_rns_2025-06-09_38616ff4-a4a8-461e-8403-9e23e775745b.pdf

PRELIMINARY PROSPECTUS

MATCHPOINT VENTURES CORP. (a capital pool company)

TABLE OF CONTENTS

GLOSSARY

PROSPECTUS SUMMARY

Business of the Corporation:

Offering:

Use of Proceeds:

Directors and Management:

THE CORPORATION

BUSINESS OF THE CORPORATION

Preliminary Expenses

Potential Qualifying Transaction

Proposed Operations until Completion of a Qualifying Transaction

Method of Financing

Criteria for a Qualifying Transaction

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

Initial Listing Requirements

Trading Halts, Suspensions and Delisting

Refusal of Qualifying Transaction

USE OF PROCEEDS

Proceeds and Principal Purposes

Permitted Use of Funds

Private Placements for Cash

Prohibited Payments to Non-Arm's Length Parties

Finder's Fees

PLAN OF DISTRIBUTION

Agency Agreement and Agent's Compensation

Commercially Reasonable Efforts Offering and Minimum Distribution

Other Securities to be Distributed

Determination of Price

Listing Application

Subscriptions by and Restrictions on the Agent

Venture Issuer

Restrictions on Trading

DESCRIPTION OF SECURITIES DISTRIBUTED

Common Shares

Dividend Record and Policy

CAPITALIZATION

OPTIONS TO PURCHASE SECURITIES

Agent's Warrant

Stock Options

PRIOR SALES

ESCROWED SECURITIES

Escrowed Securities on Qualifying Transaction

PRINCIPAL SHAREHOLDERS

DIRECTORS, OFFICERS AND PROMOTER

Laurence Rose – Chairman, President & Chief Executive Officer, Director and Promoter (Age: 56)

Tamir Poleg – Director (Age: 49)

Alan Simpson – Director (Age: 65)

Christopher Craib – Chief Financial Officer (Age: 57)

Ravi Jani – Corporate Secretary (Age: 38)

John Christofilos – Vice President (Age: 60)

Daniel Goodman – Vice President (Age: 55)

Other Corporate Information

Positions with Reporting Issuers

Corporate Cease Trade Orders or Bankruptcies

Penalties or Sanctions

Personal Bankruptcies

Conflicts of Interest

Executive Compensation

PROMOTERS

DILUTION

RISK FACTORS

LEGAL PROCEEDINGS

RELATIONSHIP BETWEEN THE CORPORATION AND THE AGENT

RELATIONSHIP BETWEEN THE CORPORATION AND PROFESSIONAL PERSONS

AUDITOR, TRANSFER AGENT AND REGISTRAR

Auditor

Transfer Agent and Registrar

INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

MATERIAL CONTRACTS

OTHER MATERIAL FACTS

PURCHASERS' STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

ELIGIBILITY FOR INVESTMENT

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS

Matchpoint Ventures Corp. Capital/Financing Update 2025