Nanalysis Scientific - Capital/Financing Update 2022

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

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

Information has been incorporated by reference in this short form prospectus from documents filed with securities commissions or similar authorities in Canada . Copies of the documents incorporated herein by reference may be obtained on request without charge from the Chief Financial Officer of Nanalysis Scientific Corp., at Bay 1, 4600 - 5th Street NE, Calgary, Alberta T2E 7C3, Telephone (403) 831-6968, and are also available electronically at www.sedar.com.

SHORT FORM PROSPECTUS

New Issue

February 7, 2022

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NANALYSIS SCIENTIFIC CORP.

Up to $10,725,000 Up to 9,750,000 Common Shares $1.10 per Common Share

This short form prospectus (the " Prospectus ") is being filed by Nanalysis Scientific Corp. (" Nanalysis " or the " Corporation ") to qualify the distribution by the Corporation (the " Offering ") of up to 9,750,000 common shares (the " Common Shares ") in the capital of the Corporation at a price of $1.10 per Common Share (the " Offering Price ") for aggregate gross proceeds of up to $10,725,000. The Common Shares will be offered for sale on a commercially reasonable "best efforts" basis pursuant to the terms and conditions of an agency agreement (the " Agency Agreement ") to be entered into among the Corporation, Echelon Wealth Partners Inc. (the " Lead Agent ") and Research Capital Corp. (" RCC " and together with the Lead Agent, the " Agents "). The terms of the Offering, including the Offering Price, were determined by arm's length negotiation between the Corporation and the Lead Agent with reference to the prevailing market price of the Common Shares. The Common Shares will be offered in each of the provinces of Canada (except Quebec). See " Plan of Distribution ". The Common Shares issued pursuant to the Offering, including those which may be sold pursuant to the Over-Allotment Option (as defined herein), are collectively referred to herein as the " Offered Shares ".

The outstanding Common Shares are currently listed and posted for trading on the TSX Venture Exchange (the " TSXV ") under the symbol "NSCI". The closing price of the Common Shares on the TSXV on February 4, 2022, the last trading day prior to the date of this Prospectus, was $1.12 per Common Share. The TSXV has conditionally approved the listing of the Offered Shares on the TSXV. Listing is subject to the Corporation fulfilling all of the listing requirements of the TSXV.

Per Offered Share Total Offering(4) Notes:	Price to Public $1.10 $10,725,000	Agents' Fee(1)(2)(5) $0.077 $750,750	Net Proceeds to the Corporation(2)(3)
			$1.023 $9,974,250

(1) Pursuant to the Agency Agreement and in consideration for the services rendered by the Agents in connection with the Offering, the Agents will be paid an aggregate cash fee (the " Agents' Fee ") equal to 7.0% of the gross proceeds of the Offering (including the Over-Allotment Option) (subject to a reduced fee of 3.5% cash commission on up to 909,100 of the Offered Shares sold in the Offering (including the Over-Allotment Option) sold to certain purchasers designated by the Corporation and agreed to by the Agents (the " President's List ")). In addition, the Corporation will pay to the Agents a corporate finance fee (the " Corporate Finance Fee ") of $25,000, in cash. The Corporation has also agreed to issue warrants to the Agents (collectively, the " Broker Warrants " and each a " Broker Warrant ") equal to 7.0% of the Offered Shares sold in

(ii)

the Offering (including the Over-Allotment Option) (subject to a reduction in the number of Broker Warrants to be issued in respect of President's List subscribers equal to 3.5% of the Offered Shares sold to President's List subscribers). Each Broker Warrant entitles the holder thereof to acquire one Common Share (each, a " Broker Warrant Share ") at an exercise price equal to $1.70 per Broker Warrant Share, subject to customary adjustments, for a period of 24 months following the Closing Date. This short form prospectus also qualifies the distribution of the Broker Warrants and the Broker Warrant Shares " issuable upon exercise of the Broker Warrants. See " Plan of Distribution .

(2) After deducting the Agents' Fee, but before deducting the expenses of the Offering estimated to be approximately $350,000 and the Corporate Finance Fee.

(3) The Corporation has granted the Agents an over-allotment option (the " Over-Allotment Option "), exercisable in whole or in part, from time to time, for a period of 30 days from and including the Closing Date (the " Over-Allotment Deadline "), to purchase up to an additional 1,462,500 Common Shares (the " Additional Shares ") at the Offering Price per Additional Share to cover the Agents' over-allocation position, if any, and for market stabilization purposes. The Over-Allotment Option is exercisable by the Agents giving notice to the Corporation prior to the Over-Allotment Deadline, which notice shall specify the number of Additional Shares to be purchased. A person who acquires Additional Shares forming part of the Agents' overallocation position acquires those securities under this Prospectus regardless of whether the Agents' over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. If the Over-Allotment Option is exercised in full, assuming completion of the Offering for gross proceeds of $10,725,000, the total "Price to the Public", "Agents' Fee" and "Net Proceeds to the Corporation", before deducting the expenses of the Offering and the Corporate Finance Fee, will be $12,333,750, $863,362.50, and $11,470,387.50, respectively. This Prospectus qualifies the grant of the Over-Allotment Option and the distribution of the Additional Shares issuable upon exercise of the Over-Allotment Option. See " Plan of Distribution " and the table below.
(4) Assuming gross proceeds under the Offering of $10,725,000.
(5) Assumes no sales to President's List purchasers and there is no exercise of the Over-Allotment Option.

There is no minimum amount of funds that must be raised under this Offering. This means that the Corporation could complete this Offering after raising only a small proportion of the Offering amount set out above.

The following table sets forth the maximum number of securities that may be issued by the Corporation pursuant to the exercise of the Over-Allotment Option:

Agents' Position Over-Allotment Option Broker Warrants(2)	Maximum size or number of securities available(1) 1,462,500 Additional Shares 784,875 Broker Warrants	Exerciseperiod For a period of 30 days from and including the Closing Date For a period of 24 months from the Closing Date	Exerciseprice $1.10 per Additional Share $1.70 per Broker Warrant

Notes:

(1) Assuming exercise of the Over-Allotment Option in full.
(2) This Prospectus qualifies the distribution of the Broker Warrants. See " Plan of Distribution

Unless the context otherwise requires, when used herein, all references to: (i) the "Offering" include the exercise of the Over-Allotment Option; (ii) "Offered Shares" include the Additional Shares issuable upon exercise of the Over-Allotment Option and the Broker Warrant Shares issuable upon exercise of the Broker Warrants.

Subject to applicable laws, the Agents may, in connection with the Offering, effect transactions intended to stabilize or maintain the market price of the Common Shares at levels other than those which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. See " Plan of Distribution ".

The Offered Shares will be offered for sale on a commercially reasonable "best efforts" basis by the Agents who conditionally offer the Offered Shares for sale, if, as and when issued by the Corporation and accepted by the Agents in accordance with the terms and conditions contained in the Agency Agreement referred to under " Plan of Distribution ", and

(iii)

subject to the approval of certain legal matters on behalf of the Corporation by DLA Piper (Canada) LLP and on behalf of the Agents by Dickinson Wright LLP.

Subscriptions for the Offered Shares will be received subject to rejection or allotment in whole or in part and the Agents reserve the right to close the subscription books at any time without prior notice. Closing of the Offering is expected to take place on or about February 10, 2022 or such other date as may be agreed upon by the Corporation and the Agents, but in any event not later than 90 days after the date of the receipt for the (final) short form prospectus (the " Closing Date ").

It is anticipated that the Offered Shares will be delivered under the book-based system through CDS Clearing and Depository Services Inc. (" CDS ") or its nominee and deposited in electronic form. A purchaser of the Offered Shares will receive only a customer confirmation from the registered dealer from or through which such Offered Shares are purchased and who is a CDS depository service participant. CDS will record the CDS participants who hold such Offered Shares on behalf of owners who have purchased such Offered Shares in accordance with the book-based system. No certificates will be issued unless specifically requested or required. See " Plan of Distribution ".

An investment in the Offered Shares is highly speculative and involves significant risks. The risk factors outlined or incorporated by reference in this Prospectus should be carefully reviewed and considered by prospective purchasers in connection with their investment in the Offered Shares. See " Special Note Regarding ForwardLooking Information " and " Risk Factors " in this Prospectus and in the AIF (as defined herein) which is available under the Corporation's issuer profile on SEDAR at www.sedar.com. Potential investors are advised to consult their own legal counsel and other professional advisors in order to assess the income tax, legal and other aspects of the Offering.

Investors should rely only on the information contained in or incorporated by reference into this Prospectus. Neither the Corporation nor the Agents have authorized anyone to provide investors with different information. Neither the Corporation nor the Agents are making an offer to sell or seeking offers to buy the Offered Shares in any jurisdiction where the offer or sale of Offered Shares is not permitted. You should not assume that the information contained or incorporated by reference in this Prospectus is accurate as of any date other than the date on the front page of this Prospectus or the respective dates of the documents incorporated by reference herein. The Corporation's business, financial condition, results of operations and prospects may have changed since that date. The Corporation does not undertake to update the information contained or incorporated by reference herein, except as required by applicable securities laws.

Information contained on the Corporation's website shall not be deemed to be a part of this Prospectus or incorporated by reference herein and may not be relied upon by prospective investors for the purpose of determining whether to invest in the securities qualified for distribution under this Prospectus.

Dr. René Lenggenhager and Guido Cloetens, directors of the Corporation, reside outside of Canada and each of the aforementioned individuals has appointed DLA Piper (Canada) LLP, Suite 1000, 250 2nd Street SW, Calgary, Alberta, T2P 0C1, as agent for service of process in Canada. Purchasers are advised that it may not be possible for investors to enforce judgements obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process.

Unless otherwise indicated, all references to "$", "C$" or "dollars" in this Prospectus refer to Canadian dollars and all references to "US$" in this Prospectus refer to United States dollars. See " Currency Presentation ".

The Corporation's registered and records office is located at Suite 1000, Livingston Place West, 250 2nd Street SW, Calgary, Alberta, T2P 0C1. Its head office is located at Bay 1, 4600 5th Street NE, Calgary, Alberta T2E 7C3.

(iv)

ABOUT THIS PROSPECTUS ....................................................................................................................... 1 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS ...................................................... 1 CURRENCY PRESENTATION ..................................................................................................................... 3 DOCUMENTS INCORPORATED BY REFERENCE .................................................................................... 3 MARKETING MATERIALS............................................................................................................................ 5 MARKET AND INDUSTRY DATA ................................................................................................................. 5 TRADEMARKS AND TRADE NAMES .......................................................................................................... 5 NANALYSIS SCIENTIFIC CORP. ................................................................................................................. 6 SUMMARY DESCRIPTION OF THE BUSINESS ......................................................................................... 6 RECENT DEVELOPMENTS ......................................................................................................................... 7 CONSOLIDATED CAPITALIZATION ............................................................................................................ 9 USE OF PROCEEDS .................................................................................................................................... 9 PLAN OF DISTRIBUTION .......................................................................................................................... 11 DESCRIPTION OF SECURITIES BEING DISTRIBUTED .......................................................................... 14 PRIOR SALES ............................................................................................................................................ 15 TRADING PRICE AND VOLUME ............................................................................................................... 16 ELIGIBILITY FOR INVESTMENT ............................................................................................................... 16 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS ...................................................... 17 RISK FACTORS .......................................................................................................................................... 20 ANNUAL INFORMATION FORM ................................................................................................................ 21 MANAGEMENT DISCUSSION & ANALYSIS ............................................................................................. 22 AUDITOR, TRANSFER AGENT AND REGISTRAR .................................................................................. 23 INTEREST OF EXPERTS ........................................................................................................................... 23 ENFORCEMENT OF JUDGMENTS AGAINST FOREIGN PERSONS ...................................................... 23 PURCHASER'S STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION ..................................... 23 CERTIFICATE OF THE CORPORATION ................................................................................................ C-1 CERTIFICATE OF THE AGENTS............................................................................................................. C-2

ABOUT THIS PROSPECTUS

In this Prospectus, unless the context otherwise requires, all references to "we", "our", "us" "Nanalysis" or to the "Corporation" includes Nanalysis Scientific Corp. and its predecessors, divisions and subsidiaries.

You should rely only on the information contained in or incorporated by reference in this Prospectus in connection with an investment in the Offered Shares. We have not authorized anyone to provide you with different information. We are not making an offer of the Offered Shares in any jurisdiction where such offer is not permitted. You should assume that the information appearing in this Prospectus is accurate only as of the date on the front of those documents and that information contained in any document incorporated by reference herein or therein is accurate only as of the date of that document unless specified otherwise. Our business, financial condition, financial performance and prospects may have changed since those dates.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Prospectus, and in certain documents incorporated by reference into this Prospectus, constitute forward-looking statements and forward-looking information (collectively referred to herein as " forward-looking statements ") within the meaning of applicable Canadian securities laws. Such forwardlooking statements relate to future events or the Corporation's future performance. All statements other than statements of historical fact may be forward-looking statements. Such forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "budget", "plan", "continue", "estimate", "expect", "forecast", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The Corporation believes the expectations reflected in those forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forwardlooking statements included in, or incorporated by reference into, this Prospectus should not be unduly relied upon. These forward-looking statements speak only as of the date of this Prospectus or as of the date specified in the documents incorporated by reference into this Prospectus, as the case may be.

In particular, this Prospectus, and the documents incorporated by reference, contain forward-looking statements pertaining to the following:

the Offering;
the Closing Date and the intended use of proceeds of the Offering;
the Concurrent Private Placement (see " Plan of Distribution – Concurrent Private Placement ");
obtaining of all required regulatory approvals in connection with the Offering;
the market and cash position, and future financial or operating performance of the Corporation;
expectations regarding its business, financial condition and results of operations;
the future state of the legislative and regulatory regimes, both domestic and foreign, in which the Corporation conducts business and may conduct business in the future;
expansion in domestic and international markets;
ability to attract customers and clients;
marketing and business plans and short term objectives;
ability to obtain and retain the licences and personnel it requires to undertake its business;
strategic relationships with third parties;
anticipated trends and challenges in the markets in which it operates;
integration of, and ability to leverage, acquired businesses; and
the general economic, financial market, regulatory and political conditions in which the Corporation operates.

Although the forward-looking statements contained in this Prospectus are based upon assumptions which management of the Corporation believes to be reasonable, the Corporation cannot assure investors that actual

results will be consistent with these forward-looking statements. With respect to forward-looking statements contained in this Prospectus, the Corporation has made assumptions regarding, but not limited to:

anticipated costs and the Corporation's ability to fund its programs;
the Concurrent Private Placement;
the legislative and regulatory environment;
the impact of increasing competition;
that general business and economic conditions will not change in a materially adverse manner;
the Corporation's ability to attract and retain skilled staff;
the Corporation's ability to operate in a safe, efficient and effective manner; and
the Corporation's ability to obtain financing as and when required and on reasonable terms.

The Corporation's actual results could differ materially from those anticipated in the forward-looking statements as a result of the risk factors set forth herein and in the documents incorporated by reference, including but not limited to:

risks related to the Corporation's discretion in the use of net proceeds from the Offering and Concurrent Private Placement;
risks related to the completion of the Concurrent Private Placement on the terms and conditions described in this Prospectus or at all;
forward-looking statements may prove to be inaccurate;
volatility in the market price of the Corporation's Common Shares;
future sales or issuances of securities and dilution of Common Shares;
inability to obtain additional financing on acceptable terms or at all;
history of negative cash flow;
risks related to the Corporation's potential need for additional financing;
failure to obtain required regulatory and stock exchange approvals with respect to the Offering and the Concurrent Private Placement;
limited operating history of the Corporation;
management of growth and failure to realize growth strategy;
failure to complete transactions or realize anticipated benefits;
industry competition;
changes in demand for the Corporation's products;
fluctuating prices of raw materials;
product recalls and product liability;
expansion to other jurisdictions;
risks related to international activities;
damage to the Corporation's reputation;
ownership and protection of intellectual property;
constraints on marketing products;
wholesale pricing for products;
ability to supply sufficient product;
regulatory compliance;
changes in laws, regulations and guidelines;
anti-money laundering laws and regulations;
environmental, health and safety laws;
breaches of security at the Corporation's facilities or in respect of electronic documents and data storage and risks related to breaches of applicable privacy laws;
regulatory or agency proceedings, investigations and audits;
litigation risk;
operating risk and insurance coverage;
negative operating cash flow;
banking matters;
ability to access public and private capital and banking services;

future capital requirements;
reliance on key personnel and management;
fraudulent or illegal activity by the Corporation's employees, contractors and consultants;
certain events may be outside of the control of the Corporation;
conflicts of interest of the Corporation's directors and officers;
impacts of the COVID-19 pandemic to the Corporation's business;
shipping products outside of Canada and approvals required for exporting;
reliance on business partners;
risks relating to the ownership of the Corporation's shares such as potential volatility of share price;
no assurance of active market for the Corporation's shares; and
other factors, many of which are beyond the control of the Corporation, some of which are discussed under " Risk Factors " in this Prospectus, as well as in the AIF (as defined herein).

Forward-looking statements and other information contained herein concerning the technology industry and the Corporation's general expectations concerning this industry are based on estimates prepared by management of the Corporation using data from publicly available industry sources, market research and industry analysis and on assumptions based on data and knowledge of this industry which the Corporation believes to be reasonable. However, this data is inherently imprecise, although generally indicative of relative market positions, market shares and performance characteristics. While the Corporation is not aware of any material misstatements regarding any industry data presented herein, the technology industry involves numerous risks and uncertainties and is subject to change based on various factors.

Management of the Corporation has included the above summary of assumptions and risks related to forwardlooking statements provided in this Prospectus in order to provide readers with a more complete perspective on the Corporation's current and future operations and such information may not be appropriate for other purposes. The Corporation's actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits that the Corporation will derive therefrom.

Readers are therefore cautioned that the foregoing list of important factors is not exhaustive and they should not unduly rely on the forward-looking statements included in this Prospectus or any documents incorporated by reference. These forward-looking statements are made as of the date of this Prospectus and the Corporation disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws. All forwardlooking statements contained in this Prospectus are expressly qualified by this cautionary statement. Further information about the factors affecting forward-looking statements and management's assumptions and analysis thereof, is available in filings made by the Corporation with Canadian provincial securities commissions available on the System for Electronic Document Analysis and Retrieval (" SEDAR ") at www.sedar.com.

CURRENCY PRESENTATION

In this Prospectus, all financial information herein has been presented in Canadian dollars unless otherwise noted. "$" means Canadian dollars and "US$" means United States dollars. On February 4, 2022, the rate of exchange of the Canadian dollar, expressed in United States dollars, based on the closing rate as quoted by the Bank of Canada, was Canadian $1.00 = US$0.7838.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus from documents filed with the securities commissions or similar authorities in each of the provinces of Canada (except Quebec) (collectively, the "Commissions"). Copies of the documents incorporated herein by reference may be obtained on request without charge from the Chief Financial Officer of the Corporation, at Bay 1, 4600 - 5th Street NE, Calgary, AB T2E 7C38, Telephone (403) 831-6968, and are also available electronically on SEDAR at www.sedar.com.

The following documents of the Corporation are specifically incorporated by reference into, and form an integral part of, this Prospectus:

(a) the annual information form (the " AIF ") of Nanalysis dated April 27, 2021 for the year ended December 31, 2020;
(b) the audited annual consolidated financial statements of Nanalysis for the years ended December 31, 2020 and December 31, 2019, together with the notes thereto and the auditors' report thereon;
(c) the management's discussion and analysis of the financial condition and results of operation of Nanalysis for the year ended December 31, 2020;
(d) the unaudited condensed interim consolidated financial statements of Nanalysis as at September 30, 2021 and for the three and nine months ended September 30, 2021 and 2020, together with the notes thereto (the " Q3 Interim Financial Statements ");
(e) the management's discussion and analysis of the financial condition and results of operations of Nanalysis for the three and nine months ended September 30, 2021(the " Q3 MD&A ");
(f) the management information circular of Nanalysis dated May 31, 2021 in respect of the annual general and special meeting of shareholders of the Corporation held on June 29, 2021, and filed on SEDAR on June 8, 2021;
(g) the "template version" (as such term is defined in National Instrument 41-101 - General Prospectus Requirements ) of the standard term sheet dated and filed January 20, 2022, and as amended and refiled on January 27, 2022 (the " Term Sheet ") and the investor presentation of the Corporation dated and filed January 20, 2022 (the " Investor Presentation " and together with the Term Sheet, the " Marketing Materials ");
(h) the material change report of Nanalysis dated and filed on August 6, 2021 in respect of the $8,000,000 bought deal public offering and concurrent non-brokered private placement for proceeds of up to $5,000,000;
(i) the material change report of Nanalysis dated and filed on August 31, 2021 in respect of the closing of the $9,200,047.20 bought deal public offering and concurrent non-brokered private placement for proceeds of $1,797,639.20, for aggregate gross proceeds of $10,997,686.40;
(j) the material change report of Nanalysis dated and filed on November 22, 2021 in respect of entering into of a binding agreement to acquire K'(Prime) Technologies Inc. (" K'(Prime) ") for base consideration of $3 million in cash and the issuance of 2.76 million Common Shares;
(k) the material change report of Nanalysis dated and filed on January 12, 2022 in respect of the appointment of Dr. René Lenggenhager, to its Board of Directors, effective January 1, 2022;
(l) the material change report of Nanalysis dated and filed on January 13, 2022 in respect of closing the K'(Prime) acquisition on January 11, 2022;
(m) the material change report of Nanalysis dated and filed on January 24, 2022 in respect of the Offering; and
(n) the material change report of Nanalysis dated and filed on January 27, 2022 in respect of the upsize of the Offering to $10,725,000 (excluding the Over-Allotment Option) and announcement of the Concurrent Private Placement for gross proceeds of up to approximately $3,000,000.

Any documents of the type referred to in section 11.1 of Form 44-101F1 Short Form Prospectus if filed by the Corporation after the date of this Prospectus and prior to the termination of the Offering, shall be deemed to be incorporated by reference in this Prospectus.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.

MARKETING MATERIALS

Any "template version" of the Marketing Materials that are used by the Agents in connection with the Offering do not form part of this Prospectus to the extent that the contents of any template version of the Marketing Materials have been modified or superseded by a statement contained in this Prospectus. Any template version of any other "marketing materials" (as defined in National Instrument 41-101 — General Prospectus Requirements ) filed after the date of this Prospectus and before the termination of the distribution under the Offering (including any amendments to, or an amended version of, the Marketing Materials) is deemed to be incorporated in this Prospectus.

MARKET AND INDUSTRY DATA

Certain information in this Prospectus or in documents incorporated by reference herein is obtained from third party sources (including industry publications surveys and forecasts), including public sources, as well as, and management studies and estimates. There can be no assurance as to the accuracy or completeness of such information.

Unless otherwise indicated, the Corporation's estimates are derived from publicly available information released by independent industry analysts and third-party sources, as well as data from its internal research, and include assumptions made by the Corporation which it believes to be reasonable based on its knowledge of the industry and markets in which it operates. Although the Corporation believes these sources to be generally reliable, market and industry data are subject to interpretation and cannot be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process, and other limitations and uncertainties inherent in any statistical survey. Although believed to be reliable, management of the Corporation has not independently verified any of the data from third party sources unless otherwise stated.

While the Corporation believes the market position, market opportunity, and market share information included in this Prospectus are generally reliable, such information is inherently imprecise. In addition, projections, assumptions, and estimates of the future performance of the Corporation and the future performance of the industry and markets in which it operates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described under the heading " Special Note Regarding Forward-Looking Statements " and " Risk Factors ".

TRADEMARKS AND TRADE NAMES

The Corporation uses various trademarks, trade names and design marks in its business. This Prospectus may also contain trademarks and trade names of other businesses that are the property of their respective holders. The Corporation does not intend for its use or display of other companies' trademarks and trade names to imply a relationship with, or endorsement or sponsorship of it by, those other companies.

NANALYSIS SCIENTIFIC CORP.

The Corporation's full name is "Nanalysis Scientific Corp.". The Corporation was incorporated as Canvass Ventures Ltd. under the Business Corporations Act (British Columbia) (" BCBCA ") on February 27, 2017. On March 1, 2019, the Corporation's wholly owned subsidiary, 2176406 Alberta Ltd., and Nanalysis Corp. amalgamated to complete an arm's length qualifying transaction in accordance with the policies of the TSXV. As a result of the Amalgamation, the amalgamated corporation, named Nanalysis Corp., became a wholly-owned subsidiary of the Corporation. The Corporation changed its name to "Nanalysis Scientific Corp." on June 4, 2019.

The following chart sets forth the Corporation's relationship with each subsidiary and their respective jurisdictions of incorporation as at the date hereof. Each subsidiary is wholly owned.

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The Corporation's registered and records office is located at Suite 1000, Livingston Place West, 250 2nd Street SW, Calgary, Alberta T2P 0C1. Its head office is located at Bay 1, 4600 5th Street NE, Calgary, Alberta T2E 7C3.

The Common Shares are listed and posted for trading on the TSXV under the trading symbol "NSCI".

SUMMARY DESCRIPTION OF THE BUSINESS

The Corporation performs product development and manufacturing in its Calgary and Strasbourg facilities. The Corporation is focused on the proliferation of magnetic resonance (" MR ") technology into industrial, research and teaching markets through the release of accessible, affordable and automatable MR systems. By focusing on innovation in both method development and magnet and electronic design, the Corporation's product line addresses unmet needs of customers in a variety of applications, including mining, oil and gas, cannabis etc. The Corporation has a focused, direct sales force in the United States, Germany, France and Canada and works through a distribution channel of distributors and dealers in other geographical areas to ensure penetration of the current markets simultaneously.

The Corporation's activities are currently carried out through three reportable segments: Nanalysis Corp., RS2D and Corporate. The Corporation acquired OMS (as defined below) in July of 2021 which is included in the Nanalysis Corp. segment. The Corporation recently acquired K'(Prime) and, following the acquisition, K'(Prime) will be its own reportable segment.

Nanalysis Corp. : A subsidiary of the Corporation that was founded in 2009 with the specific intent of developing the world's first portable MR spectrometer to address the three main limitations of this powerful magnetic resonance technique – affordability, accessibility and automatability. After approximately four years of development, Nanalysis Corp. began shipping their first commercial product in 2012. Since this time Nanalysis Corp. has expanded the functionality of this platform and launched the highest performing

instrument available in the market to address the industrial market demands for increased performance metrics. Nanalysis Corp. is a provider of cutting edge, patent-protected MR technology to facilitate simple and rapid unknown chemical identification, quantification and diagnostics in a number of end markets including pharmaceutical, biotechnology, chemical, security, food, oil & gas and educational industries. Customers include Eli Lilly, Johnson & Johnson, Takeda Pharmaceutical, BASF, Hitachi Chemical, US Department of Agriculture, Lubrizol, Aramco Services, SABIC, Oxford University, Harvard University and many other Fortune 500 organizations. In 2018 the Corporation incorporated a wholly owned subsidiary in Germany, through which it conducts direct sales, marketing, technical support and channel management activities in the European region. The Corporation plans to open other international subsidiaries in upcoming years that will conduct similar activities in strategic geographical regions.

RS2D S.A.S. ("RS2D") : In March 2020, the Corporation acquired all outstanding shares of RS2D, a complementary technology company based in Strasbourg France that specializes in the development of cutting-edge MR electronics. Based on a single electronic board, RS2D has developed MR product lines in high-field NMR and magnetic resonance imaging that can further advance Nanalysis' existing product line, while rounding out the Corporation's magnetic resonance technology portfolio.
One Moon Scientific (" OMS "): In July 2021, the Corporation acquired all outstanding shares of OMS, a New York based magnetic resonance software company. OMS specializes in a suite of software tools to streamline and automate Magnetic Resonance ("MR") data analysis and management. This acquisition opens up new industry verticals for hardware sales and allows for software licensing and SAAS revenue.
K'(Prime) : In January 2022, the Corporation acquired all outstanding shares of K'(Prime), a North American sales and service company, with particular focus on scientific instrumentation for pharma, food, chemical and oil and gas customers, as well as imaging for security applications. This acquisition expands our sales and service coverage in the North American market.
Corporate : This segment is the corporate entity of the Corporation; included in Corporate is executive, legal, and other administrative costs.

While the Corporation has its own simple data acquisition and processing software, many of the Corporation's customers also used advanced third party software for data processing. The Corporation acquired OMS in part to mitigate the risk of not having advanced data processing software in-house that is offered by third party companies.

The Corporation is selectively seeking strategic acquisitions and commercial partnerships, and is in various stages of review of certain potential acquisition and joint venture, investment or other commercial partnership opportunities. There can be no assurance that any of these opportunities will result in acquisitions or joint ventures, investments or other commercial partnerships or, if they do, what the final terms or timing of such acquisitions or joint ventures, investments or other commercial partnerships would be.

Further details concerning the Corporation, including information with respect to the Corporation's assets, operations and development history, are provided in the AIF and the other documents incorporated by reference into this Prospectus. Readers are encouraged to review these documents as they contain important information about the Corporation.

RECENT DEVELOPMENTS

On August 25, 2021, the Corporation announced that it had closed a underwritten public offering (the " Public Offering ") of units (the " Units ") of the Corporation and the concurrent non-brokered private placement of Units (the " Private Placement ") for combined gross proceeds of $10,997,686.40. Pursuant to the terms of the Public Offering, the Corporation issued 7,666,706 Units, including 1,000,006 Units issued pursuant to the exercise of the underwriters' over-allotment option, at a price per Unit of $1.20 for aggregate gross proceeds of $9,200,047.20. A total of 1,498,032 Units were issued pursuant to the Private Placement at a price of $1.20 per Unit for gross proceeds to the Corporation of $1,797,639.20. Each Unit was comprised of one common share and one-half of one common share purchase warrant of the Corporation, with each warrant exercisable to acquire one common

share of the Corporation at an exercise price of C$1.70 until August 25, 2023, subject to adjustment in certain events. Echelon Wealth Partners Inc., as lead underwriter and sole bookrunner, along with Leede Jones Gable Inc. acted as the underwriters for the Public Offering.

On October 19, 2021, the Corporation announced that it had retained Firm IR Group as an investor relations advisor. Firm IR Group will assist the Corporation with its investor relations program consisting of corporate communications, investor and shareholder outreach.

On October 21, 2021, the Corporation announced that it has received conditional acceptance from the TSXV to make a Normal Course Issuer Bid (" NCIB ") to purchase for cancellation, during the 12-month period starting October 25, 2021, up to 3,844,081 of the Common Shares, representing 5% of the Common Shares outstanding as of October 25, 2021. The program will end on the earlier of October 24, 2022, the date the maximum amount of Common Shares is purchased or the date the Corporation provides earlier notice of termination. The purchase and payment for the Common Shares will be made by Nanalysis through the facilities of the TSXV.

On November 10, 2021, the Corporation announced that it had entered into a binding agreement to acquire 100% of the outstanding equity of K'(Prime), a North American sales and service company, with a particular focus on scientific instrumentation for pharma, food, chemical and oil & gas customers, as well as imaging systems for security applications. The acquisition closed on January 11, 2022. Management of Nanalysis anticipates that the acquisition will allow Nanalysis to leverage K'(Prime)'s sales expertise to include NMR. The base consideration paid for K'(Prime) was $3 million in cash and the issuance of 2.76 million common shares, which are subject to a two-year lock-up. The former shareholders of K'(Prime) may also receive earn-out consideration of up to $1 million over two years, based on achievement of future revenue objectives. At the time of the K’(Prime) acquisition, K’(Prime) had two credit facilities outstanding: an operating loan with an authorized borrowing limit of $4,000,000 and a revolving loan with an authorized borrowing limit of $2,535,800. As at the date of this Prospectus, the operating loan has $912,266 drawn and approximately $3,087,734 in available credit, and the revolving loan has $1,577,620 drawn and approximately $958,180 in available credit.

On December 15, 2021, the Corporation announced that, effective January 1, 2022, Dr. René Lenggenhager, is joining its Board of Directors. The Corporation also announced that it was closing a non-brokered private placement of 150,000 Common Shares at a price of $1.35 per share for aggregate gross proceeds of $202,500.

On December 22, 2021, the Corporation announced that, effective December 21, 2021, it established a Scientific Advisory Board, with four world renowned scientists as founding members, including Dr. Matt Rosen, Dr. Piotr Starewiz, Dr. Len Mueller and Dr. Dimitrios Sakellariou.

On January 18, 2022, the Corporation announced that it entered into a letter of intent to acquire QUAD Systems AG (" QUAD Systems "), a Zurich-based Nuclear Magnetic Resonance (NMR) company focused on high-field NMR for pharmaceutical and other vertical markets. Quad Systems and Nanalysis have been working together as strategic partners for over a year in a collaborative OEM agreement, under which the Corporation received on January 11, 2021 an initial payment of $876,000, and is expected to receive milestone payments totaling approximately $2,000,000 over the next three years. Quad Systems holds key patents and intellectual property, as well as important technology partnerships, that will allow it to carve out significant market share in the established high-field NMR market. As part of the agreement, Nanalysis has provided Quad Systems with a CHF 1,000,000 loan which is convertible into shares in the capital of Quad Systems. The initial funds by Nanalysis will be used by Quad Systems to complete their product lines, to launch products created through the companies' collaboration, and grow the combined businesses. Nanalysis will subscribe for 260,000 Quad Systems shares for cash consideration of CHF 6,500,000 ($8,957,650 based on the closing rate of 1.00 CHF = $1.3781 as quoted by the Bank of Canada on February 3, 2022). On completion of the equity investment, Nanalysis will own 43% of Quad Systems and will be entitled to two board seats. Until July 1, 2023, Nanalysis has an option to acquire 100% of the issued and outstanding shares of Quad Systems at a pre-set valuation formula in a combination of cash and Nanalysis shares and during this period Nanalysis will have a right of first refusal on all debt and equity offerings of Quad Systems. Subject to satisfactory completion of customary due diligence, the parties have agreed to enter into a definitive agreement in respect of the transaction, which will be announced on a mutually agreeable date.

CONSOLIDATED CAPITALIZATION

The following table summarizes the Corporation's capitalization as at September 30, 2021 (the date of the consolidated financial statements for its most recently completed interim consolidated financial period incorporated in this Prospectus) and after giving effect to the Offering and the Concurrent Private Placement. This table should be read in conjunction with the Q3 Interim Financial Statements and the related notes and management's discussion and analysis of financial condition and results of operations in respect of those statements that are incorporated by reference in this Prospectus.

Description	Outstanding as at September 30, 2021	Outstanding as at the date of this Prospectus	Outstanding as at the date of this Prospectus after giving effect to the Offering(3)	Outstanding as at the date of this Prospectus after giving effect to the Offering and the exercise of the Over- Allotment Option in full(3)	Outstanding as at the date of this Prospectus after giving effect to the Offering, the Concurrent Private Placement and the exercise of the Over- Allotment Option in full(3)(4)
Common Shares(1)	76,867,631	80,034,881	89,784,881	91,247,381	93,974,654
Stock Options(2)	4,840,250	4,933,334	4,933,334	4,933,334	4,933,334
Restricted Share Units(2)	280,000	280,000	280,000	280,000	280,000
Warrants	4,582,369	4,582,369	4,582,369	4,582,369	4,582,369
Broker Warrants	536,669	536,669	1,219,169	1,321,544	1,321,544
Loan capital(5)	$4,647,000	$7,136,886	$7,136,886	$7,136,886	$7,136,886

Notes:

(1) The Corporation is authorized to issue an unlimited number of Common Shares. For particulars of the rights, privileges, restrictions and conditions attached to the Common Shares, see " Description of Securities Being Distributed ". For particulars of the issuance of Common Shares within the preceding 12 months from the date hereof, see " Prior Sales ".
(2) A maximum of 1,000,000 Common Shares are reserved for issuance pursuant to restricted share units under the Corporation's restricted share unit plan. The aggregate number of Common Shares that may be reserved for issuance under the Corporation's stock option plan, along with any Common Shares reserved for issuance under the restricted share unit plan, shall not exceed 10% of the Corporation's issued and outstanding Common Shares.
(3) Assumes no sales to President's List purchasers and gross proceeds under the Offering of $10,725,000 (with the Over-Allotment, gross proceeds of $12,333,750).
(4) Assuming completion of the full Concurrent Private Placement, being the issuance of 2,727,273 Common Shares for aggregate gross proceeds of $3,000,000.30.
(5) At the time of the K’(Prime) acquisition, K’(Prime) had two credit facilities outstanding: an operating loan with an authorized borrowing limit of $4,000,000 and a revolving loan with an authorized borrowing limit of $2,535,800. As at the date of this Prospectus, the operating loan has $912,266 drawn and approximately $3,087,734 in available credit, and the revolving loan has $1,577,620 drawn and approximately $958,180 in available credit. This has been reflected as consolidated loan capital at the Corporation level.

USE OF PROCEEDS

The Corporation expects to receive up to $9,599,250 in net proceeds from the Offering assuming no portion of the Over-Allotment Option has been exercised and after deducting the Agents' Fee (assuming no sales to the President's List), the Corporate Finance Fee and the estimated expenses of the Offering of $350,000.

Together, total combined net proceeds to the Corporation from the Offering (assuming the Over-Allotment is exercised in full) and the Concurrent Private Placement (if completed in full for aggregate gross proceeds of $3,000,000.30) are expected to be approximately $14,470,387.80 (after deducting the Agents' Fee but before deducting the Corporate Finance Fee and any expenses associated with the Offering and Concurrent Private Placement).

The net proceeds from the exercise of the Over-Allotment Option and Concurrent Private Placement, if any, are expected to be used for general corporate and other working capital purposes, as well as additional potential acquisitions.

Principal Purposes

The Corporation currently anticipates using the estimated net proceeds from the Offering (assuming no exercise of the Over-Allotment Option, gross proceeds under the Offering of $10,725,000, and no Concurrent Private Placement) as set forth in the following table:

	Estimated Allocation of Net Proceeds($)	Estimated Allocation of Net Proceeds($)
Principal Purpose
Expenses relating to the Offering (Agents' Fee and estimated Offering expenses)(1)		1,125,750
Sales and marketing		250,000
Research and development		500,000
Working capital		2,115,074
Capital equipment		200,000
Quad Systems Acquisition(2)		4,534,176
Acquisitions		2,000,000
Total use of gross proceeds(1)		10,725,000

Notes:

(1) Assumes the Offering is for gross proceeds of $10,725,000, no exercise of the Over-Allotment Option and no closing of the Concurrent Private Placement.
(2) The cash consideration required to complete the 43% equity investment in QUAD Systems is approximately $8,957,650 based on the closing rate of 1.00 CHF = $1.3781 as quoted by the Bank of Canada on February 3, 2022 (the "Cash Consideration"). The Corporation intends to use $4,423,474 from its existing working capital for the balance of the Cash Consideration.

If the Offering results in gross proceeds of $10,725,000 and the Over-Allotment Option is exercised in full, the Corporation will receive additional net proceeds of $1,496,137.50, after deducting the applicable Agents' Fee. Any additional proceeds received pursuant to the exercise of the Over-Allotment Option will be used for general corporate and other working capital purposes, as will any proceeds received from the exercise of the Broker Warrants.

During the fiscal year ended December 31, 2020, the Corporation had negative cash flow from operating activities. To the extent that the Corporation has negative operating cash flows in future periods, the Corporation may need to deploy a portion of its existing working capital to fund such negative cash flow. As at September 30, 2021, the Corporation had cash and cash equivalents on hand of approximately $12,572,000. See " Risk Factors ".

The above-noted allocation represents the Corporation's intention with respect to its use of proceeds based on current knowledge and planning by management of the Corporation. Actual expenditures may differ from the estimates set forth above. There may be circumstances where, for sound business reasons, the Corporation reallocates the use of proceeds. See " Risk Factors – The Corporation has discretion in its use of the proceeds from the Offering ".

No Minimum Offering

No minimum amount of funds must be raised under the Offering. This means that the Corporation could complete the Offering after raising only a small proportion of the Offering amount set out above. There can be no assurance that the Corporation will receive sufficient net proceeds from the Offering to accomplish some or all of the objectives set out above. In the event the Offering amount is less than the maximum Offering, the Corporation

intends to utilize the proceeds of the Offering in the following priorities: (a) the QUAD Systems acquisition; (b) replenishment of working capital; and (c) other potential acquisitions.

In the event that 15% or less of the maximum Offering is achieved, the Corporation will use the net proceeds of the Offering for working capital purposes and will pursue other sources of financing to meet its business objectives. In this scenario, the Corporation may fund the purchase of Quad Systems through its existing working capital and may not use proceeds from the Offering. Given that the Corporation has a negative operating cash flow, there can be no assurance that such alternative sources of financing will be available or that the Corporation will be able to meet its business objectives.

Business Objectives and Milestones

The Corporation's primary business objective it expects to accomplish with the net proceeds of the Offering is focused on the proliferation of magnetic resonance technology into industrial, research and teaching markets through the release of accessible, affordable and automatable MR systems. This will be achieved both organically and through strategic acquisitions.

This Corporation's business objective will be accomplished through a number of milestones:

A substantial portion of the proceeds of the Offering are to be used for the completion of acquisition(s) within the magnetic resonance technology space. The goal being to diversify the Corporation's current product offerings and enhance its current technology suite. Subject to identifying appropriate opportunities, the Corporation plans to complete these acquisition(s) over the next 12 months, with an expected cash component of approximately $10,957,650.
The Corporation plans to continue existing collaboration partnerships and create new collaboration partnerships to further expand its product offerings into new industrial verticals. These collaborations will continue for the next three to five years, with no expectation of the Corporation discontinuing this practice in the future. Expected outflow of capital will be covered in the $400,000 allotment to working capital.
The Corporation will continue to conduct research and development in the magnetic resonance platform, which will include the creation of new products to solve problems the Corporation's customers have in both the industrial, research and teaching markets. The Corporation has allocated $500,000 in proceeds as additional funding above the Corporation's current R&D requirements for this milestone. These funds will supplement the Corporation's research and development activities over the next 18 months and help expedite product releases.

PLAN OF DISTRIBUTION

The Corporation has engaged the Agents pursuant to an offer for sale to the public on a commercially reasonable "best efforts" basis, and the Corporation has agreed to issue and sell up to 9,750,000 Offered Shares at the Offering Price, for aggregate gross proceeds of up to $10,725,000, payable in cash to the Corporation against delivery of the Offered Shares, subject to the terms and conditions of the Agency Agreement. The terms of the Offering, including the Offering Price, were determined by arm's length negotiation between the Corporation and the Lead Agent with reference to the prevailing market price of the Common Shares. The obligations of the Agents under the Agency Agreement are subject to certain closing conditions and may be terminated at its discretion on the basis of "material change out", "disaster out", "regulatory proceedings out", "market out", "breach out" and "due diligence out" provisions in the Agency Agreement and may also be terminated upon the occurrence of certain other stated events. The Agents are not obligated to purchase any Offered Shares under the Agency Agreement. The Agency Agreement will provide that the Corporation will pay the Agents' Fee, Corporate Finance Fee and issue the Broker Warrants. Pursuant to the terms of the Agency Agreement, the Agents have the right to form a syndicate consisting of other licensed dealers, brokers, and investment dealers acceptable to the Corporation, acting reasonably, with compensation to be negotiated between the Agents and such selling group participants, but at no additional cost to the Corporation.

The Corporation has granted the Agents the Over-Allotment Option, exercisable in whole or in part, at any time

and from time to time, in the sole discretion of the Agents, for a period of 30 days from the Closing Date, to purchase up to an additional number of Offered Shares equal to 15% of the Offered Shares sold pursuant to the Offering, at the Offering Price, to cover over-allotments, if any, and for market stabilization purposes. The OverAllotment Option may be exercised by the Agents to acquire up to 1,462,500 Additional Shares at the Offering Price.

The grant of the Over-Allotment Option and the Additional Shares issuable upon exercise of the Over-Allotment Option are hereby qualified for distribution under this short form prospectus. A person who acquires Additional Shares issuable on the exercise of the Over-Allotment Option acquires such Additional Shares under this short form prospectus regardless of whether the over-allotment position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. If the Over-Allotment Option is exercised in full and assuming the Offering is for gross proceeds of $10,725,000, the total price to the public, the Agents' Fee and the net proceeds to the Corporation (before payment of the expenses of the Offering and the Corporate Finance Fee) will be $12,333,750, $863,362.50, and $11,470,387.50, respectively.

Pursuant to the Agency Agreement and in consideration for the services rendered by the Agents in connection with the Offering, the Agents will be paid an Agents' Fee equal to 7.0% of the gross proceeds of the Offering (including in respect of any exercise of the Over-Allotment Option), other than in respect of sales of Offered Shares for gross proceeds on up to 909,100 of the Offered Shares sold in the Offering (including the OverAllotment Option) to purchasers forming part of the President's List, upon which a cash fee equal to 3.5% of such gross proceeds will be paid. In addition, the Corporation will pay to the Agents a Corporate Finance Fee of $25,000, in cash. In addition, the Corporation has agreed to issue the Agents such number of Broker Warrants as is equal to 7.0% of the number of Offered Shares sold under the Offering (including in respect of any exercise of the Over-Allotment Option), other than in respect of Offered Shares sold under the President's List, upon which such number of Broker Warrants equal to 3.5% of such Offered Shares shall be issued to the Agents. Each Broker Warrant will entitle the Agents to purchase one Broker Warrant Share at an exercise price equal to $1.70 per Broker Warrant Share, subject to customary adjustment, for a period of 24 months following the Closing Date. This short form prospectus also qualifies the distribution of the Broker Warrants and the Broker Warrant Shares issuable upon exercise of the Broker Warrants. The Agency Agreement provides that the Corporation will indemnify the Agents and their affiliates and their respective directors, officers, employees, partners, agents, successors and assigns against certain liabilities and expenses or will contribute to payments that the Agents may be required to make in respect thereof. No fee is payable to the Agents in respect of the proceeds from the Concurrent Private Placement.

The Corporation has agreed that, for a period commencing on the Closing Date and ending 120 after the Closing Date, it will not, without the prior written consent of the Agents, authorize, issue or sell Common Shares or any securities convertible into or exchangeable for Common Shares or other equity securities of the Corporation, or agree or publicly announce any intention to do any of the foregoing, other than: (i) pursuant to the exchange, transfer, conversion or exercise rights of existing securities of the Corporation; (ii) the issuance of stock options pursuant to the Corporation's stock option plan; (iii) the issuance of deferred units under the Corporation's deferred share unit plan (if any); (iv) existing commitments to issue securities; (v) pursuant to an arm's length acquisition by the Corporation (including an acquisition of assets or intellectual property); and, (vi) pursuant to the Offering or in connection with the Concurrent Private Placement. The Corporation has also agreed that it will use its commercially reasonable efforts to cause its executive officers and directors to execute an undertaking (in a form satisfactory to the Agents, acting reasonably) in favour of the Agents that such executive officer or director will not, for a period commencing on the Closing Date and ending 120 days after the Closing Date, offer, sell, contract to sell, grant or sell any option to purchase, hypothecate, pledge, transfer, assign, purchase any option or contract to sell, lend, swap or enter into any agreement to transfer the economic consequences of, or otherwise dispose of or deal with, any equity securities of the Corporation or other securities convertible or exchangeable into equity securities of the Corporation, without the prior consent of the Agents, such consent not to be unreasonably withheld or delayed.

Pursuant to rules and policy statements of certain Canadian securities regulators, the Agents may not, at any time during the period ending on the date the selling process for the Offered Shares ends, bid for or purchase Common Shares. The foregoing restrictions are subject to certain exceptions including: (i) a bid for or purchase of Common Shares if the bid or purchase is made through the facilities of the TSXV in accordance with the Universal Market

Integrity Rules of the Investment Industry Regulatory Organization of Canada; (ii) a bid or purchase on behalf of a client, other than certain prescribed clients, provided that the client's order was not solicited by the Agents or if the client's order was solicited, the solicitation occurred before the commencement of a prescribed restricted period; and (iii) a bid or purchase to cover a short position entered into prior to the commencement of a prescribed restricted period. Consistent with these requirements, and in connection with the Offering, the Agents may overallot or effect transactions that stabilize or maintain the market price of the Common Shares at levels other than those which otherwise might prevail on the open market. As a result of these activities, the price of the Offered Shares offered hereby may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the Agents at any time. The Agents may carry out these transactions on the TSXV, in the over-the-counter market or otherwise.

Subscriptions will be received subject to rejection or allotment in whole or in part and the Agents reserve the right to close the subscription books at any time without notice. It is anticipated that the Offered Shares will be delivered under the book-based system through CDS or its nominee and deposited in electronic form. A purchaser of the Offered Shares will receive only a customer confirmation from the registered dealer from or through which such Offered Shares are purchased and who is a CDS depository service participant. CDS will record the CDS participants who hold such Offered Shares on behalf of owners who have purchased such Offered Shares in accordance with the book-based system. No certificates will be issued unless specifically requested or required.

The Offered Shares will be offered in each of the provinces of Canada, other than Quebec, through the Agents or their affiliates who are registered to offer the Offered Shares for sale in such provinces and such other registered dealers as may be designated by the Agents. Subject to applicable law, the Agents may offer, through their duly registered broker dealers in each applicable jurisdiction, the Offered Shares in the United States or to, or for the account or benefit of, United States persons and such other jurisdictions outside of Canada and the United States as agreed between the Corporation and the Underwriters, in each case in accordance with applicable laws provided that no prospectus, registration statement or similar document is required to be filed in any such jurisdiction.

The Offered Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States and, accordingly, may not be offered, sold or delivered, directly or indirectly, in the United States to a U.S. Person, as such term is defined in Regulation S of the U.S. Securities Act, or person acting for the account or benefit of a person in the United States or a U.S. Person, absent registration under, or an applicable exemption from the registration requirements of the U.S. Securities Act and any applicable state securities laws. The Agents may re-offer and resell the Offered Shares that they have acquired pursuant to the Agency Agreement, through their United States registered broker-dealer affiliates, to "qualified institutional buyers", as such term is defined in Rule 144A under the U.S. Securities Act, in compliance with Rule 144A under the U.S. Securities Act and applicable U.S. state securities laws. In addition, the Underwriters may offer and sell the Offered Shares outside the United States to persons that are not “U.S. persons,” as such term is defined in Regulation S of the U.S. Securities Act, in an Offshore Transaction in compliance with Regulation S of the U.S. Securities Act only in accordance with Regulation S under the U.S. Securities Act.

Completion of the Offering is subject to a number of conditions, including the approval of the TSXV. The TSXV has conditionally approved the listing of the Offered Shares as well as the Broker Warrant Shares on the TSXV. Listing is subject to the Corporation fulfilling all of the listing requirements of the TSXV. See " Risk Factors ".

Concurrent Private Placement

The Corporation intends to complete a non-brokered private placement (expected to close concurrently with the Offering on or about February 10, 2022) of up to 2,727,273 Common Shares at a price of $1.10 per Common Share for gross proceeds of up to $3,000,000.30. Closing of the Concurrent Private Placement is subject to the approval of the TSXV. No commission or other fee will be paid to the Agents in connection with the sale of Common Shares pursuant to the Concurrent Private Placement. The Corporation may offer and sell the Offered Shares directly in compliance with Rule 506(b) of Regulation D ("Regulation D") under the U.S. Securities Act to a limited number of institutional "accredited investors" that satisfy one or more of the criteria set forth in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the U.S. Securities Act.

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

Offered Shares

The Offered Shares will have all of the characteristics, rights and restrictions of the Common Shares. The Corporation is authorized to issue an unlimited number of Common Shares without par value. Each Common Share carries the right to attend and vote at all general meetings of shareholders of the Corporation. As at September 30, 2021, there were 76,867,631 Common Shares issued and outstanding, and as at the date of this Prospectus, there were 80,034,881 Common Shares issued and outstanding, in each case on a non-diluted basis.

Holders of Common Shares are entitled to receive notice of any meetings of shareholders of the Corporation and to attend and cast one (1) vote per Common Share at all such meetings. Holders of Common Shares are entitled to receive dividends if, as and when declared by the Corporation's board of directors at its discretion from funds legally available for the payment of dividends. Upon the liquidation, dissolution or winding up of the Corporation, the holders of Common Shares are entitled to participate on a pro rata basis in any distribution of the remaining property or assets of the Corporation, subject to the rights, privileges, restrictions and conditions attaching to any other series or class of shares of the Corporation ranking senior in priority to, or on a pro rata basis with, the Common Shares. The Common Shares do not carry any pre-emptive rights, conversion or exchange rights, or redemption, retraction, repurchase rights, nor do they contain any sinking fund or purchase fund provisions. There are no provisions requiring a holder of Common Shares to contribute additional capital, and there are no restrictions on the issuance of additional Common Shares by the Corporation.

Broker Warrants

For its services in connection with the Offering, the Agents will receive such number of Broker Warrants as is equal to 7.0% of the number of Offered Shares sold under the Offering (including in respect of any exercise of the Over-Allotment Option), other than in respect of Offered Shares sold under the President's List, upon which such number of Broker Warrants equal to 3.5% of such Offered Shares shall be issued to the Agents. Each Broker Warrant will entitle the Agents to purchase one Broker Warrant Share at an exercise price equal to $1.70 per Broker Warrant Share for a period of 24 months following the Closing Date.

The terms to be set out in the certificates representing the Broker Warrants will include, among other things, customary provisions for the appropriate adjustment of the number of Broker Warrant Shares issuable pursuant to any exercise of the Broker Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Common Shares, any capital reorganization of the Corporation, or any arrangement, merger, consolidation or amalgamation of the Corporation with or into another corporation or entity, as well as customary amendment provisions.

The Broker Warrants are non-transferable and will not be listed or quoted on any securities exchange. The holders of the Broker Warrants will not have any voting right or any other rights which a holder of Common Share would have.

The Broker Warrants and the Broker Warrant Shares issued upon exercise of the Broker Warrants have not been and will not be registered under the U.S. Securities Act, and the Broker Warrants may not be exercised in the United States or by, or for the account or benefit of, any U.S. person or person in the United States, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.

Dividends

The Corporation's current dividend or distribution policy is to retain any earnings and other cash resources for the operation and development of the Corporation's business. Any decision to pay dividends on Common Shares in the future will be made by the board of directors of the Corporation on the basis of the earnings, financial requirements and other conditions existing at such time.

PRIOR SALES

The following table summarizes the issuances of Common Shares or securities convertible into Common Shares for the 12 month period prior to the date hereof.

Description of Security	Date Issued	Number of Securities Issued	Issuance/Exercise Price Per Security ($)	Reason for Issuance
Stock Options	February25,2021	1,048,000	0.60	(1)
Restricted Share Units	February25,2021	40,000	N/A	(2)
Common shares	March 1,2021	40,000	N/A	(4)
Common shares	March 12,2021	137,500	0.18	(3)
Common shares	March 12,2021	275,000	0.18	(3)
Common shares	March 12,2021	27,500	0.18	(3)
Common shares	March 16,2021	110,000	0.18	(3)
Common shares	March 31,2021	33,000	0.36	(3)
Restricted Share Units	March 24,2021	120,000	N/A	(2)
Stock Options	March 25,2021	100,000	0.60	(1)
Common shares	May12,2021	8,250	0.42	(3)
Common shares	May12,2021	479,364	0.47	(5)
Common shares	June 10,2021	68,750	0.22	(3)
Common shares	June 21,2021	2,500	0.45	(3)
Common shares	June 21,2021	55,000	0.45	(3)
Common shares	June 21,2021	150,000	0.60	(3)
Common shares	June 25,2021	2,500	0.45	(3)
Common shares	June 25,2021	833	0.60	(3)
Common shares	June 25,2021	833	0.60	(3)
Common shares	June 30,2021	75,000	0.60	(3)
Common shares	June 30,2021	833	0.60	(3)
Restricted Share Units	July5,2021	40,000	N/A	(2)
Common shares	July5,2021	27,500	0.45	(3)
Stock Options	July5,2021	100,000	1.30	(1)
Common shares	July7,2021	40,000	N/A	(4)
Common shares	July8,2021	7,500	0.45	(3)
Common shares	July12,2021	8,250	0.42	(3)
Common shares	July20,2021	55,000	0.45	(3)
Common shares	August 25,2021	9,164,738	1.20	(6)
Warrants	August 25,2021	4,582,369	1.70	(6)
Broker Warrants	August 25,2021	536,669	1.70	(7)
Common shares	August 27,2021	55,000	0.45	(3)
Stock Options	August 30,2021	75,000	1.00	(1)
Common shares	September 14,2021	7,500	0.45	(3)
Common shares	October 1,2021	14,000	0.45	(3)
Common shares	October 11,2021	50,000	0.65	(3)
Common shares	October 11,2021	8,250	0.42	(3)
Common shares	October 11,2021	10,000	0.45	(3)
Stock Options	October 15,2021	50,000	1.24	(1)
Common shares	November 11,2021	10,000	0.60	(3)
Stock Options	November 16,2021	25,000	1.70	(1)
Common Shares	December 17,2021	150,000	1.35	(8)
Stock Options	December 17,2021	50,000	1.50	(1)
Stock Options	December 17,2021	50,000	1.50	(1)

Description of Security	Date Issued	Number of Securities Issued	Issuance/Exercise Price Per Security ($)	Reason for Issuance
Stock Options	December 17,2021	50,000	1.50	(1)
Stock Options	December 17,2021	50,000	1.50	(1)
Common shares	December 22,2021	55,000	0.45	(3)
Stock Options	January1,2022	150,000	1.50	(1)
Common shares	January3,2022	110,000	0.42	(3)
Common shares	January11,2022	2,760,000	1.45	(9)

Notes:

(1) Issued pursuant to the Corporation's stock option plan.
(2) Issued pursuant to the Corporation's restricted share unit plan.
(3) Issued pursuant to the exercise of stock options.
(4) Issued pursuant to the settlement of restricted shares units.
(5) Issued pursuant to RS2D SPA for earn-out consideration.
(6) Issued pursuant to bought deal public offering and concurrent private placement.
(7) Issued to the Lead Agent and Leede Jones Gable Inc. pursuant to the bought deal public offering.
(8) Issued pursuant to a non-brokered private placement.

(9) Issued pursuant to acquisition of K’(Prime).

TRADING PRICE AND VOLUME

Common Shares

The Common Shares are listed and posted for trading on the TSXV under the symbol "NSCI". The following table sets out the price range (monthly high and low closing prices) of the Common Shares and consolidated volumes traded on the TSXV for the periods indicated (as reported by the TSXV).

Period	High ($)	Low($)	Volume
2021
January	0.55	0.47	1,139,046
February	0.55	0.42	2,464,868
March	0.53	0.46	730,108
April	0.50	0.46	676,083
May	0.62	0.46	1,069,509
June	1.26	0.55	5,476,406
July	1.50	1.07	3,577,612
August	1.20	1.06	3,880,006
September	1.42	1.03	2,552,178
October	1.55	1.11	1,490,560
November	1.76	1.40	2,428,669
December	1.53	1.32	1,178,174
2022
January	1.45	1.05	2,257,126
February 1-3	1.39	1.17	209,824

ELIGIBILITY FOR INVESTMENT

In the opinion of DLA Piper (Canada) LLP, counsel to the Corporation, and Dickinson Wright LLP, counsel to the Agents, based on the provisions of the Income Tax Act (Canada) (the “ Tax Act ”) and the regulations thereunder (the “ Regulations ”) in force as of the date hereof, the Offered Shares, if issued on the date hereof, would be on such date a “qualified investment” under the Tax Act for a trust governed by a “registered retirement savings plan”, “registered retirement income fund”, “registered disability savings plan”, “registered education savings plan”, “taxfree savings account” (collectively, “ Registered Plans ”) or “deferred profit sharing plan”, all as defined in the Tax Act, provided that, on such date, the Offered Shares are listed on a designated stock exchange for the purposes of the Tax Act (which currently includes the TSXV).

Notwithstanding the foregoing, if an Offered Share is a “prohibited investment” for a Registered Plan for the purposes of the Tax Act, the annuitant or subscriber under, or the holder of, the Registered Plan (as applicable) (the “ Controlling Individual ”) may be subject to a penalty tax under the Tax Act. An Offered Share will not be a prohibited investment, provided that the applicable Controlling Individual: (i) deals at arm’s length with the Corporation for the purposes of the Tax Act; and (ii) does not have a “significant interest” in the Corporation (within the meaning of the Tax Act). Generally, a Controlling Individual will not have a significant interest in the Corporation, provided that the Controlling Individual, together with all persons with whom the Controlling Individual does not deal at arm’s length, does not own, and is not deemed to own pursuant to the Tax Act, directly or indirectly, 10% or more of the issued shares of any class in the capital of the Corporation or of any other corporation that is related to the Corporation for the purposes of the Tax Act. In addition, the Offered Shares will not be a prohibited investment for a Registered Plan if such Offered Shares are “excluded property” for such Registered Plan for the purposes of the Tax Act.

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

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

In the opinion of DLA Piper (Canada) LLP, counsel to the Corporation, and Dickinson Wright LLP, counsel to the Agents, the following is a general summary, as of the date hereof, of the principal Canadian federal income tax considerations under the Tax Act generally applicable to a purchaser who acquires Offered Shares pursuant to this Offering and who for the purposes of the Tax Act and at all relevant times: (i) deals at arm’s length with the Corporation and the Agent; (ii) is not affiliated with the Corporation or the Agents; and (iii) holds Offered Shares as capital property (a “ Holder ”).

Offered Shares will generally be capital property to a Holder unless they are held in the course of carrying on a business of trading or dealing in securities or were acquired in one or more transactions considered to be an adventure or concern in the nature of trade.

This summary is not applicable to a Holder: (i) that is a “financial institution” for the purposes of the mark-tomarket rules contained in the Tax Act; (ii) that is a “restricted financial institution” or “specified financial institution”; (iii) an interest in which is or would be a “tax shelter investment”; (iv) that has made an election to determine its Canadian tax results in a foreign currency; (v) that has entered or will enter into, with respect to Offered Shares, a “derivative forward agreement” or “synthetic disposition arrangement”; (vi) that will receive dividends on Offered Shares under or as part of a “dividend rental arrangement”; (vii) that is exempt from tax under the Tax Act; or (viii) that is a corporation resident in Canada and is, or becomes, or does not deal at arm’s length for purposes of the Tax Act with a corporation resident in Canada that is or becomes, as part of a transaction or series of transactions or events that includes the acquisition of Offered Shares, controlled by a non-resident person or group of nonresident persons not dealing with each other at arm’s length for purposes of the “foreign affiliate dumping” rules in section 212.3 of the Tax Act, all within the meaning of the Tax Act. Such Holders should consult their own tax advisors with respect to their own particular circumstances.

This summary is based upon the current provisions of the Tax Act and the Regulations, all specific proposals to amend the Tax Act or the Regulations that have been publicly announced by, or on behalf of, the Minister of Finance (Canada) prior to the date hereof (the “ Proposed Amendments ”), and counsel’s understanding of the current published administrative policies and assessing practices of the Canada Revenue Agency. No assurance can be given that the Proposed Amendments will be enacted in the form proposed, or at all. This summary is not exhaustive of all possible Canadian federal income tax considerations and, except as mentioned above, does not take into account or anticipate any changes in law, administrative policy, or assessing practice, whether by legislative, regulatory, administrative, governmental, or judicial decision or action, nor does it take into account the tax laws of any province or territory of Canada or of any jurisdiction outside of Canada, which may differ significantly from the Canadian federal income tax considerations discussed herein.

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder. Accordingly, Holders should consult their own tax advisors having regard to their own particular circumstances .

Residents of Canada

This portion of the summary is generally applicable to a Holder who, for the purposes of the Tax Act and any applicable income tax treaty or convention, and at all relevant times, is, or is deemed to be, resident in Canada (a “ Resident Holder ”).

Resident Holders whose Offered Shares do not otherwise qualify as capital property may in certain circumstances make an irrevocable election in accordance with subsection 39(4) of the Tax Act to have their Offered Shares, and every other “Canadian security” (as defined in the Tax Act) owned by them in the taxation year of the election and in all subsequent taxation years, deemed to be capital property. Resident Holders whose Offered Shares might not otherwise be considered to be capital property should consult their own tax advisors concerning this election.

Dividends

Dividends received or deemed to be received by a Resident Holder on the Offered Shares will be included in computing the Resident Holder’s income for purposes of the Tax Act. In the case of a Resident Holder who is an individual (other than certain trusts), such dividends will be subject to the gross-up and dividend tax credit rules normally applicable to taxable dividends received from taxable Canadian corporations, including the enhanced gross-up and dividend tax credit rules applicable where the Corporation provides notice to the recipient designating the dividend as an “eligible dividend” for purposes of the Tax Act. There may be limitations on the ability of the Corporation to designate dividends as “eligible dividends”.

Dividends received or deemed to be received on the Offered Shares by a Resident Holder that is a corporation will generally be deductible in computing its taxable income. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received or deemed to be received by a Resident Holder that is a corporation as proceeds of disposition or a capital gain. Resident Holders that are corporations should consult their own tax advisors having regard to their own circumstances.

A Resident Holder that is a “private corporation” (as defined in the Tax Act) or any other corporation controlled by or for the benefit of an individual (other than a trust) or a related group of individuals (other than trusts) generally will be liable to pay a refundable tax under Part IV of the Tax Act on dividends received or deemed to be received on the Offered Shares to the extent that such dividends are deductible in computing the Resident Holder’s taxable income. Resident Holders to whom these rules may be relevant should consult their own tax advisors.

Dispositions of Offered Shares

Upon a disposition or deemed disposition by a Resident Holder of an Offered Share, the Resident Holder will generally realize a capital gain (or capital loss) in the year of disposition to the extent that the proceeds of disposition, net of any reasonable costs of disposition, exceed (or are exceeded by) the adjusted cost base of the Offered Share to the Resident Holder immediately before the disposition. Any such capital gain (or capital loss) will be subject to the treatment described below under the heading “ Taxation of Capital Gains and Capital Losses ”.

Taxation of Capital Gains and Capital Losses

Generally, a Resident Holder is required to include in computing its income for a taxation year one-half of the amount of any capital gain (a “ taxable capital gain ”) realized in the year. Subject to and in accordance with the provisions of the Tax Act, a Resident Holder is required to deduct one-half of the amount of any capital loss (an “ allowable capital loss ”) realized in a taxation year from taxable capital gains realized in the year by such Resident Holder. Allowable capital losses in excess of taxable capital gains may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any following taxation year against net taxable capital gains realized in such years to the extent and under the circumstances described in the Tax Act.

The amount of any capital loss realized by a Resident Holder that is a corporation on a disposition or deemed disposition of Offered Shares may, in certain circumstances, be reduced by the amount of dividends received or deemed to be received by it on such Offered Shares to the extent and under the circumstances specified in the Tax Act. Similar rules apply to a partnership or trust of which a corporation, partnership, or trust is a member or beneficiary. Resident Holders to whom these rules may be relevant should consult their own tax advisors.

A Resident Holder that is throughout the year a “Canadian-controlled private corporation” (as defined in the Tax Act) may be liable to pay a refundable tax on its “aggregate investment income” (as defined in the Tax Act), which includes amounts in respect of taxable capital gains.

Alternative Minimum Tax

Capital gains realized and dividends received by a Resident Holder that is an individual (other than certain trusts) may give rise to an alternative minimum tax under the Tax Act. Resident Holders should consult their own tax advisors with respect to the application of minimum tax.

Non-Residents of Canada

This portion of the summary is generally applicable to a Holder who, for the purposes of the Tax Act and any applicable income tax treaty or convention, and at all relevant times: (i) is not, and is not deemed to be, resident in Canada; (ii) will not use or hold, and will not be deemed to use or hold, the Offered Shares in or in the course of carrying on a business or part of a business in Canada; (iii) does not carry on an insurance business in Canada and elsewhere; and (iv) is not an “authorized foreign bank” (as defined in the Tax Act) (a “ Non-Resident Holder ”).

Dividends

Dividends paid or credited or deemed to be paid or credited on an Offered Share to a Non-Resident Holder will generally be subject to Canadian withholding tax at the rate of 25%, subject to any reduction in the rate of withholding to which that Non-Resident Holder may be entitled under an applicable income tax treaty or convention. For example, where a Non-Resident Holder is a resident of the United States, is fully entitled to the benefits under the Canada-U.S. Tax Convention (1980), as amended, and is the beneficial owner of the dividend, the applicable rate of Canadian withholding tax is generally reduced to 15% of the amount of such dividend (or 5% in the case of such a resident of the United States that is a corporation beneficially owning at least 10% of the Corporation’s voting shares).

Dispositions of Offered Shares

A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized by such Non-Resident Holder on a disposition or deemed disposition of an Offered Share unless the Offered Share constitutes “taxable Canadian property” (as defined in the Tax Act) of the Non-Resident Holder at the time of disposition and the Non-Resident Holder is not entitled to relief under an applicable income tax treaty or convention between Canada and the country in which the Non-Resident Holder is resident.

Generally, an Offered Share will not constitute taxable Canadian property of a Non-Resident Holder at any particular time provided that the Offered Shares are listed on a “designated stock exchange” for the purposes of the Tax Act (which currently includes the TSXV), unless at any time during the 60-month period immediately preceding such time: (a) at least 25% or more of the issued shares of any class or series of the capital stock of the Corporation were owned by or belonged to one or any combination of (i) the Non-Resident Holder, (ii) persons with whom the Non-Resident Holder did not deal at arm’s length (for the purposes of the Tax Act), and (iii) partnerships in which the Non-Resident Holder or a person described in (ii) holds a membership interest directly or indirectly through one or more partnerships; and (b) at such time, more than 50% of the fair market value of the Offered Shares was derived directly or indirectly from one or any combination of real or immovable property situated in Canada, Canadian resource property (as defined in the Tax Act), timber resource property (as defined in the Tax Act), or options in respect of, interests in, or for civil law rights in, any such property (whether or not such property exists). Notwithstanding the foregoing, an Offered Share may also be deemed to be “taxable Canadian property” in certain circumstances.

In cases where a Non-Resident Holder disposes or is deemed to dispose of an Offered Share that is taxable Canadian property to that Non-Resident Holder, and the Non-Resident Holder is not entitled to an exemption under an applicable income tax treaty or convention, the consequences described above under the headings “ Residents of Canada – Dispositions of Offered Shares ” and “ Residents of Canada – Taxation of Capital Gains and Capital Losses ” will generally be applicable to such disposition. Non-Resident Holders for whom an Offered Share is, or may be, taxable Canadian property should consult their own tax advisors.

RISK FACTORS

An investment in the Offered Shares or the Additional Shares should be considered highly speculative and involves significant risks due to the nature of the Corporation's business and its limited operating history.

Readers should carefully consider all of the information set out in this Prospectus and in documents incorporated by reference and the risks attaching to an investment in the Corporation including in particular, but not limited to, the factors set out below and in the AIF before making an investment decision. Readers are cautioned that this summary of risks may not be exhaustive, as there may be risks that are unknown and other risks that may pose unexpected consequences. Further, many of the risks are beyond the Corporation's control and, in spite of the Corporation's active management of its risk exposure, there is no guarantee that these risk management activities will successfully mitigate such exposure.

All statements regarding the Corporation's business should be viewed in light of these risk factors. Investors should consider carefully whether investment in the Offered Shares and Additional Shares is suitable for them in light of the information in this Prospectus and in the documents incorporated by reference and their personal circumstances. If any of the identified risks were to materialize, the Corporation's business, financial position, results and/or future operations may be materially affected. Additional risks and uncertainties not presently known to the Corporation, or which the Corporation currently deems not to be material, may also have an adverse effect upon the Corporation, the Offered Shares and Additional Shares.

The Corporation has discretion in its use of the proceeds from the Offering.

The Corporation intends to use the net proceeds of the Offering as set forth under " Use of Proceeds ". Management of the Corporation maintains broad discretion to spend the proceeds in ways that it deems most efficient and may use the net proceeds other than as described and in ways that an investor may not consider desirable. As a result, an investor will be relying on the judgment of management for the application of the net proceeds of the Offering. The application of the proceeds to various items may not necessarily enhance the value of the Common Shares. The failure to apply the net proceeds as set forth under " Use of Proceeds " could adversely affect the Corporation's business and, consequently, could adversely affect the price of the Common Shares on the open market.

Forward-Looking Statements may prove to be inaccurate.

Investors are cautioned not to place undue reliance on forward-looking statements. By its nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, of both a general and specific nature, that could cause actual results to differ materially from those suggested by the forward-looking statements or contribute to the possibility that predictions, forecasts or projections will prove to be materially inaccurate.

Additional information on the risks, assumptions and uncertainties are found in this Prospectus under the heading " " Special Note Regarding Forward-Looking Statements .

The market price of the Common Shares may be volatile and is subject to wide fluctuations

The market price of the Common Shares may be volatile and subject to wide fluctuations in response to numerous factors, many of which are beyond the Corporation's control. This volatility may affect the ability of holders of Common Shares to sell their securities at an advantageous price. Market price fluctuations in the Common Shares may be due to the Corporation's operating results failing to meet expectations of securities analysts or investors in any period, downward revision in securities analysts' estimates, adverse changes in general market conditions or economic trends, acquisitions, dispositions or other material public announcements by government and regulatory authorities, the Corporation or its competitors, along with a variety of additional factors. These broad market fluctuations may adversely affect the market price of the Common Shares. Financial markets have at times historically experienced significant price and volume fluctuations that have particularly affected the market prices of equity securities of companies and that have often been unrelated to the operating performance, underlying

asset values or prospects of such companies. Accordingly, the market price of the Common Shares may decline even if the Corporation's operating results, underlying asset values or prospects have not changed. There can be no assurance that continuing fluctuations in price and volume will not occur. If such increased levels of volatility and market turmoil continue, the Corporation's operations could be adversely impacted and the trading price of the Common Shares may be materially and adversely affected.

Future sales or issuances of securities and dilution of Common Shares

Shareholders of the Corporation will incur immediate dilution as a result of the Offering and the Concurrent Private Placement. The Corporation may sell additional Common Shares or other securities in subsequent offerings. The Corporation may also issue additional securities to finance future activities. The Corporation cannot predict the size of future issuances of securities or the effect, if any, that future issuances and sales of securities will have on the market price of the Common Shares. Sales or issuances of a substantial number of Common Shares, or the perception that such sales could occur, may adversely affect the prevailing market price of the Common Shares. With any additional sale or issuance of Common Shares, investors will suffer dilution to their voting power and the Corporation may experience dilution in its earnings per Common Share.

The Corporation may be unable to obtain additional financing on acceptable terms or at all

The continued development of the Corporation may require additional financing. The failure to raise or procure such additional funds may result in the delay or postponement of the Corporation's business objectives. There can be no assurance that additional capital or other types of financing will be available if and as needed or that, if available, will be on terms acceptable to the Corporation. If additional funds are raised by offering equity securities, existing shareholders could suffer significant dilution.

The Corporation has a history of Negative Cash Flow

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

ANNUAL INFORMATION FORM

The following section corrects the disclosure in the AIF under the heading " GENERAL DEVELOPMENT AND HISTORY OF THE COMPANY – Three Year Business Development History " by adding the following paragraph at the end of this section entitled " Financial Year ended December 31, 2020 ":

On December 18, 2020 Nanalysis executed a multi-million-dollar original equipment manufacturing contract ("OEM") with a European Corporation. Under this agreement an initial licensing fee of $876,000 was due within 15 days of signing, this amount was received on January 11, 2021. The Company expects to receive milestone payments totaling approximately $2 million over the next three years. The Company also expects to generate revenue through OEM sales in subsequent years.

And by deleting the following paragraph at the end of this section entitled " January 1, 2021 to the Effective Date ":

On January 12, 2021, the Company signed multi-million-dollar original equipment manufacturer ("OEM") deal with a European company, under which the Company received an initial payment of approximately $1 million, and is expected to receive milestone payments totaling approximately $2 million over the next three years. The Company also expects to generate revenue through OEM sales in subsequent years.

The following sentence under the heading " DIRECTORS AND OFFICERS " in the AIF is revised to change the underlined information: As a group, the directors and executive officers beneficially own, or control or direct, directly or indirectly, a total of 3,888,511 Common Shares, representing approximately 5.8% of the Common Shares outstanding as of the Effective Date.

MANAGEMENT DISCUSSION & ANALYSIS

The following section corrects the disclosure in the Q3 MD&A under the heading " DISCUSSION OF OPERATIONS " by adding the following table at the end of " DISCUSSION OF OPERATIONS " section:

Below is a reconciliation of the manner in which the net proceeds from the Company’s bought deal public offering were used by the Company compared to the disclosure in the Company’s final short form prospectus dated August 17, 2021. The table reflects the actual use of net proceeds as of September 30, 2021.

*Principal Purpose*	*Estimated* *Allocation* *of Net* *Proceeds* *($)*	*Actual* *Use of* *Net* *Proceeds* *($)*	*Explanation of variances and the* *impact, if any, on your company’s* *ability to achieve its business* *objectives and milestones*
Expenses relating to the Offering (Underwriters' Fee and estimated Offering expenses)	910,003	1,051,164	The expenses related to the offering were higher than what was estimated.
Sales and marketing	250,000	131,000	The Company has applied $131,000 of the net proceeds for sales and marketing. The remaining approximately $119,000 is expected to be used in the next 3-month period.
Research and development	500,000	500,000	The Company has applied $500,000 of the net proceeds for activities undertaken by the Company’s scientists and engineers to create new nuclear magnetic resonance ("NMR") products or improve existing NMR products.
Potential acquisitions	4,000,000	Nil	The Company has not applied any of the net proceeds in connection with potential acquisitions. The remaining approximately $4,000,000 is expected to be used in the next 18-month period.
Working capital for future acquisitions	440,000	Nil	As at September 30, 2021, the Company had sufficient working capital for future acquisitions. The remaining $440,000 is expected to be used for working capital and general corporate purposes in the next 12-month period.
Capital equipment	400,000	222,000	The Company has applied $222,000 of the net proceeds for the purchase of office furniture, computer hardware, manufacturing equipment and

			leasehold improvements. The remaining approximately $178,000 is expected to be used in the next 3- month period.
Procedure de sauvegarde - debt negotiation	450,000	Nil	The Company did not use any of the net proceeds for this purpose as the creditors did not accept the offers of settlement. The remaining $450,000 is expected to be used for working capital and general corporate purposes in the next 12-month period.

AUDITOR, TRANSFER AGENT AND REGISTRAR

The independent auditor of the Corporation is Ernst & Young LLP, Chartered Accountants at 2200 - 215 2nd Street SW, Calgary, AB, T2P 1M4.

The transfer agent and registrar for the Common Shares is AST Trust Company (Canada) at its principal office in Calgary Alberta at 333 7 Ave SW, Calgary, AB, T2P 2Z1.

INTEREST OF EXPERTS

Certain legal matters relating to the Offering under Canadian law will be passed upon by DLA Piper (Canada) LLP on behalf of the Corporation and by Dickinson Wright LLP on behalf of the Agents. As at the date hereof, the partners and associates of each of DLA Piper (Canada) LLP and Dickinson Wright LLP, as respective groups, beneficially own, directly or indirectly, less than 1% of the outstanding Common Shares.

Ernst & Young LLP, the Corporation's independent auditors for the period ended December 31, 2020, are independent with respect to the Corporation within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Alberta.

ENFORCEMENT OF JUDGMENTS AGAINST FOREIGN PERSONS

Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person that resides outside of Canada, even if the party has appointed an agent for service of process.

PURCHASER'S STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

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

C-1

CERTIFICATE OF THE CORPORATION

Date: February 7, 2022

This short form prospectus, together with the documents incorporated herein by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form prospectus as required by the securities legislation of each of the provinces of Canada (except Quebec).

(signed) "Sean Krakiwsky" Sean Krakiwsky President and Chief Executive Officer

(signed) "Luke Caplette" Luke Caplette Chief Financial Officer

(signed) "Martin Burian" Martin Burian Director

(signed) "Guido Cloetens" Guido Cloetens Director

C-2

CERTIFICATE OF THE AGENTS

Date: February 7, 2022

To the best of our knowledge, information and belief, this short form prospectus, together with the documents incorporated herein by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form prospectus as required by the securities legislation of each of the provinces of Canada (except Quebec).

ECHELON WEALTH PARTNERS INC.

(signed) " Christine Young "

Christine Young Managing Director

RESEARCH CAPITAL CORP.

(signed) " Jeff Reymer " Jeff Reymer Managing Director

AI assistant

Nanalysis Scientific — Capital/Financing Update 2022

47423_rns_2022-02-07_be870d6a-5f93-41c6-a36e-6fd6597cef2f.PDF

SHORT FORM PROSPECTUS

New Issue

NANALYSIS SCIENTIFIC CORP.

There is no minimum amount of funds that must be raised under this Offering. This means that the Corporation could complete this Offering after raising only a small proportion of the Offering amount set out above.

Notes:

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

CURRENCY PRESENTATION

DOCUMENTS INCORPORATED BY REFERENCE

MARKETING MATERIALS

MARKET AND INDUSTRY DATA

TRADEMARKS AND TRADE NAMES

NANALYSIS SCIENTIFIC CORP.

SUMMARY DESCRIPTION OF THE BUSINESS

RECENT DEVELOPMENTS

CONSOLIDATED CAPITALIZATION

Notes:

USE OF PROCEEDS

Principal Purposes

Notes:

No Minimum Offering

Business Objectives and Milestones

PLAN OF DISTRIBUTION

Concurrent Private Placement

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

Offered Shares

Broker Warrants

Dividends

PRIOR SALES

Notes:

TRADING PRICE AND VOLUME

Common Shares

ELIGIBILITY FOR INVESTMENT

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

Residents of Canada

Dividends

Dispositions of Offered Shares

Taxation of Capital Gains and Capital Losses

Alternative Minimum Tax

Non-Residents of Canada

Dividends

Dispositions of Offered Shares

RISK FACTORS

The Corporation has discretion in its use of the proceeds from the Offering.

Forward-Looking Statements may prove to be inaccurate.

The market price of the Common Shares may be volatile and is subject to wide fluctuations

Future sales or issuances of securities and dilution of Common Shares

The Corporation may be unable to obtain additional financing on acceptable terms or at all

The Corporation has a history of Negative Cash Flow

ANNUAL INFORMATION FORM

MANAGEMENT DISCUSSION & ANALYSIS

AUDITOR, TRANSFER AGENT AND REGISTRAR

INTEREST OF EXPERTS

ENFORCEMENT OF JUDGMENTS AGAINST FOREIGN PERSONS

PURCHASER'S STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

CERTIFICATE OF THE CORPORATION

Date: February 7, 2022

CERTIFICATE OF THE AGENTS

Date: February 7, 2022

ECHELON WEALTH PARTNERS INC.

RESEARCH CAPITAL CORP.

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