Resolute Resources Ltd. — Capital/Financing Update 2021

Aug 11, 2021

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

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

PRELIMINARY PROSPECTUS

INITIAL PUBLIC OFFERING

August 9, 2021 Crossover Acquisitions Inc. (A Capital Pool Company) Minimum of $750,000 7,500,000 Common Shares Maximum of $1,000,000 10,000,000 Common Shares Price: $0.10 per Common Share

Crossover Acquisitions Inc. (the “ Corporation ”) hereby offers to the public a minimum of 7,500,000 Common Shares (as hereinafter defined) (the “ Minimum Offering ”) and a maximum of 10,000,000 Common Shares (the “ Maximum Offering ”) at a price of $0.10 per share, for minimum aggregate gross proceeds of $750,000 and maximum aggregate gross proceeds of $1,000,000 (the “ Offering ”). The purpose of this Offering is to provide the Corporation with a minimum of funds with which to identify and evaluate assets and/or businesses with a view to completing a Qualifying Transaction (as hereinafter defined). Any proposed Qualifying Transaction must be approved by the TSX Venture Exchange Inc. (the “ Exchange ”) and, in the case of a Non-Arm’s Length Qualifying Transaction (as hereinafter defined), must also receive Majority of the Minority Approval (as hereinafter defined) in accordance with Exchange Policy 2.4 (the “ CPC Policy ”). The Corporation is a Capital Pool Company (“ CPC ”). The Corporation has not commenced commercial operations and has no assets other than a minimum amount of cash, prepaid expenses and deferred financing costs. Except as specifically contemplated in the CPC Policy, until the Completion of the Qualifying Transaction, the Corporation will not carry on any business other than the identification and evaluation of assets and/or businesses with a view to completing a proposed Qualifying Transaction. See “Use of Proceeds” and “Business of the Corporation”.

This Offering is made on behalf of the Corporation by its agent, iA Private Wealth Inc. (the “ Agent ”), on a best efforts agency basis, for total gross proceeds to the Corporation of a minimum of $750,000 and a maximum of $1,000,000. The offering price of the Common Shares was determined by negotiation between the Corporation and the Agent. All funds received from subscriptions for Common Shares are to be deposited with the Agent, pursuant to the terms of the Agency Agreement (as hereinafter defined). Unless an amendment to the final prospectus is filed and the “principal regulator” under National Policy 11-202 – Process for Prospectus Reviews in Multiple Jurisdictions has issued a receipt for the amendment, if subscriptions for the Minimum Offering are not raised within 90 days of the issuance of a receipt for filing of a final prospectus, or such other time as may be permitted by applicable securities legislation and consented to by the Agent and persons or companies who subscribed within that period, all subscription monies will be returned to subscribers without interest or deduction unless the subscribers have otherwise instructed the Agent. See “Plan of Distribution”. This prospectus qualifies the distribution of the Agent’s Warrant (as hereinafter defined), and options to be granted to directors and officers of the Corporation which shall entitle the grantees to purchase a number of Common Shares, at a price of $0.05 per share, equal to 10% of the total number of Common Shares that will be outstanding upon completion of the Offering. See “Plan of Distribution”.

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Per Common Share Minimum Offering Maximum Offering(3)	Price to Public $0.10 $750,000 $1,000,000	Agent’s Commission(1) $0.01 $75,000 $100,000	Net Proceeds to the Corporation(2)
			$0.09 $675,000 $900,000

Notes:

• (1) The Agent will receive a cash commission equal to 10% of the gross proceeds to the Corporation. In addition, the Agent and its subagents, if any, will be granted a non-transferable warrant (the “Agent’s Warrant”), which will entitle the holder to purchase up to that number of Common Shares that is equal to 10% of the total number of Common Shares issued pursuant to the Offering, at a price of $0.10 per Common Share exercisable for a period ending 60 months from the date the Common Shares are listed on the Exchange. The Agent’s Warrant is qualified for distribution under this prospectus. Pursuant to the CPC Policy, no more than 50% of the aggregate number of Common Shares that may be acquired pursuant to the Agent’s Warrant may be sold prior to completion of the Qualifying Transaction and the remaining 50% may only be sold after completion of the Qualifying Transaction. The Agent will be reimbursed for its expenses and legal fees incurred pursuant to this Offering, plus disbursements and taxes, for which a retainer of $10,000 has been provided to the Agent. In addition, the Agent will also receive a corporate work fee of $10,000 plus applicable taxes. See “Plan of Distribution”.

• (2) Before deducting the costs of this issue, including listing and filing fees, the Agent’s expenses and legal fees, the Agent’s corporate work fee and the Corporation’s legal fees, audit fees and expenses, are estimated at $90,000 exclusive of the Agent’s commission. See “Use of Proceeds”.

• (3) In addition to the qualification of up to 10,000,000 Common Shares pursuant to the Offering, this prospectus also qualifies for distribution: (i) the Agent’s Warrant; and (ii) the options to be granted to officers and directors of the Corporation at the closing of this Offering, which shall entitle the grantees to purchase up to that number of Common Shares, at a price of $0.05 per Common Share, equal to 10% of the number of Common Shares that will be outstanding upon completion of this Offering. See “Options to Purchase Securities”.

Market for Securities

THERE IS CURRENTLY NO MARKET THROUGH WHICH THESE SECURITIES MAY BE SOLD AND PURCHASERS MAY NOT BE ABLE TO RESELL SECURITIES PURCHASED UNDER THIS PROSPECTUS. THIS MAY AFFECT THE PRICING OF THE SECURITIES IN THE SECONDARY MARKET, THE TRANSPARENCY AND AVAILABILITY OF TRADING PRICES, THE LIQUIDITY OF THE SECURITIES, AND THE EXTENT OF ISSUER REGULATION. SEE “RISK FACTORS”.

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

The Corporation has applied to list the Common Shares on the Exchange. Listing will be subject to the Corporation fulfilling all of the listing requirements of the Exchange.

Other than the initial distribution of Common Shares pursuant to this prospectus, the grant of stock options to the officers and directors of the Corporation and the grant of the Agent’s Warrant, trading in all securities of the Corporation is prohibited during the period between the date a receipt for this preliminary prospectus is issued by the Applicable Securities Commissions (as defined herein) and the time the Common Shares are listed and posted for trading on the Exchange except, subject to the prior acceptance of the Exchange, where appropriate registration and prospectus exemptions are available under securities legislation or where the applicable securities regulatory authorities grant a discretionary order.

Risk Factors

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

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Assuming the Minimum Offering is subscribed for; an investor will suffer an immediate dilution on investment of approximately 17.39% or $0.017 per Common Share. Assuming the Maximum Offering is subscribed for, an investor will suffer an immediate dilution on investment of approximately 14.29% or $0.014 per Common Share. See “Capitalization” and “Dilution”.

The Corporation has neither a history of earnings nor has it paid any dividends and it is unlikely to generate earnings or pay dividends in the immediate or foreseeable future. The Corporation was only recently incorporated and does not own any ongoing business operations and has no assets other than cash, prepaid expenses and deferred financing costs and has not identified any potential asset or business for acquisition or participation. The Corporation has not entered into an Agreement in Principle. See “Risk Factors”, “Conflicts of Interest”, “Capitalization” and “Dilution”.

The Common Shares are highly speculative due to the proposed nature of the Corporation’s business and its present stage of development. There is no assurance that the Corporation will identify and successfully negotiate the acquisition of any corporations, properties, assets or businesses, or any interests therein. Moreover, additional funds may be required to successfully complete an acquisition, and the Corporation may not be able to obtain such financing. If the acquisition is financed by the issuance of shares from the Corporation’s treasury, control of the Corporation may change and shareholders may suffer additional dilution. The directors and officers of the Corporation will only be devoting a portion of their time on the affairs of the Corporation. Potential conflicts of interest may result from the ordinary course of business of the Corporation and of the directors and officers of the Corporation. The directors and officers currently own 92.50% of the issued and outstanding common shares and will own approximately 32.18% of the issued Common Shares of the Corporation upon completion of the Minimum Offering, and approximately 26.43% of the issued Common Shares of the Corporation upon completion of the Maximum Offering. Since the Corporation has not placed any geographical restrictions on the location of the Qualifying Transaction, such Qualifying Transaction may involve the acquisition of a business located outside of Canada. It may be difficult or impossible to affect service or notice to commence legal proceedings upon any directors, officers or experts located outside Canada. Even if service or notice is successfully affected, it may not be possible to enforce, against such persons or the Corporation, judgments obtained in Canadian courts predicated upon the civil liability provisions of applicable securities laws in Canada.

Maximum Investment

Pursuant to the CPC Policy, 75% of the total number of Common Shares offered under this prospectus (being 5,625,000 Common Shares based on the Minimum Offering, or 7,500,000 Common Shares based on the Maximum Offering) are subject to the following limits:

• (a) the maximum number of Common Shares that may be directly or indirectly purchased by any one purchaser pursuant to the Offering is 2% of the total number of Common Shares offered under this prospectus (being 150,000 Common Shares based on the Minimum Offering, or 200,000 Common Shares based on the Maximum Offering); and

• (b) the maximum number of Common Shares that may be directly or indirectly purchased by any one purchaser, together with that purchaser’s Associates (as hereinafter defined) and Affiliates (as hereinafter defined, is 4% of Common Shares offered under this prospectus (being 300,000 Common Shares based on the Minimum Offering, or 400,000 Common Shares based on the Maximum Offering).

Receipt of Subscriptions

The Common Shares are conditionally offered for sale by the Agent on behalf of the Corporation on a best-efforts basis, subject to prior sale, if, as and when issued, and delivered in accordance with the conditions contained in the Agency Agreement referred to under “Plan of Distribution” and subject to the approval of certain legal matters by Chitiz Pathak LLP of Toronto, Ontario on behalf of the Corporation and DS Burstall LLP on behalf of the Agent. Subscriptions will be received subject to rejection or allotment in whole or in part and the right to close the subscription books at any time without notice is reserved. It is expected that share certificates evidencing the Common Shares in definitive form will be available for delivery at the closing of this Offering, unless the Agent elects for delivery in electronic book entry form through CDS Clearing and Depository Services Inc. (“ CDS ”) or its nominee. If delivered in book entry form, purchasers of Common Shares will receive only a customer confirmation from the registered dealer that is a CDS participant and from or through which the Common Shares were purchased.

iA PRIVATE WEALTH INC.

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38 Auriga Drive, Suite 228 Ottawa, Ontario K2E 8A5

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TABLE OF CONTENTS

GLOSSARY OF TERMS .................................................................................................................................................. vi SUMMARY OF PROSPECTUS ..................................................................................................................................... xii THE CORPORATION ....................................................................................................................................................... 1 BUSINESS OF THE CORPORATION ........................................................................................................................... 1 USE OF PROCEEDS ......................................................................................................................................................... 4 PLAN OF DISTRIBUTION .............................................................................................................................................. 8 DESCRIPTION OF THE SECURITIES DISTRIBUTED .......................................................................................... 10 CAPITALIZATION ......................................................................................................................................................... 10 OPTIONS TO PURCHASE SECURITIES ................................................................................................................... 10 PRIOR SALES .................................................................................................................................................................. 11 ESCROWED SECURITIES ............................................................................................................................................ 12 PRINCIPAL SHAREHOLDERS ................................................................................................................................... 13 DIRECTORS, OFFICERS AND PROMOTERS ......................................................................................................... 15 EXECUTIVE COMPENSATION .................................................................................................................................. 18 DILUTION ......................................................................................................................................................................... 19 RISK FACTORS ............................................................................................................................................................... 20 LEGAL PROCEEDINGS ................................................................................................................................................ 22 RELATIONSHIP BETWEEN THE CORPORATION AND PROFESSIONAL PERSONS ................................ 22 AUDITORS, TRANSFER AGENT AND REGISTRAR ............................................................................................. 22 MATERIAL CONTRACTS ............................................................................................................................................ 23 DIVIDEND POLICY ........................................................................................................................................................ 23 INDEBTEDNESS OF DIRECTORS, OFFICERS, PROMOTERS AND OTHERS .............................................. 23 INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ....................................... 23 ELIGIBILITY FOR INVESTMENT ............................................................................................................................. 23 OTHER MATERIAL FACTS ......................................................................................................................................... 23 PURCHASER’S STATUTORY RIGHTS OF WITHDRAWAL AND RECESSION ............................................ 24

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GLOSSARY OF TERMS

In this prospectus, the terms and abbreviations set out below shall have the following meanings:

Term Definition Affiliate A Company is an “Affiliate” of another Company if:

• (a) one of them is the subsidiary of the other, or

• (b) each of them is controlled by the same Person.

A Company is “controlled” by a Person if:

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

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

A Person beneficially owns securities that are beneficially owned by:

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

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

• Agency Agreement The agency agreement effective ●, 2021 entered into between the Corporation and the Agent.

Agent iA Private Wealth Inc.

Agent’s Warrant The common share purchase warrant granted by the Corporation to the Agent and its sub-agents, if any, to purchase Common Shares equal in number to 10% of the number of Common Shares sold under this Offering at a price of $0.10 per Common Share exercisable for a period ending sixty months from the date the Common Shares are listed on the Exchange. Aggregate Pro Group All Persons who are members of any Pro Group whether or not the Member is involved in a contractual relationship with an Issuer to provide financing sponsorship and other advisory services. Agreement in Principle Any enforceable agreement or any other agreement or similar commitment which identifies the fundamental terms upon which the parties agree or intend to agree which:

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

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

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

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

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

Applicable Jurisdictions The provinces of Alberta, British Columbia, Saskatchewan and Ontario.

Applicable Securities Commissions

The securities regulatory authorities in each of the Applicable Jurisdictions.

Associate

When used to indicate a relationship with a Person or Company, means:

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

• (b) any partner of the Person or Company;

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

• (d) in the case of a Person, a relative of that Person, including:

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

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

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

Common Share An issued, fully-paid, non-assessable common share in the capital of the Corporation.

Company A corporation, incorporated association or organization, body corporate, partnership, trust, association, or other entity other than an individual.

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

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

Corporation Crossover Acquisitions Inc., a corporation incorporated under the Business Corporations Act (Ontario) with a registered office in Toronto, Ontario.

CPC A corporation:

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

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

CPC Policy Policy 2.4 of the Exchange.

Escrow Agent TSX Trust Company.

• Escrow Agreement Agreement dated as of ●, 2021 between the Corporation, the Escrow Agent, and the shareholders of the Corporation prior to this Offering placing the Seed Shares in escrow pursuant to the CPC Policy.

Escrow Shares Common Shares of the Corporation that are held in escrow pursuant to the Escrow Agreement pursuant to the policies of the Exchange.

Exchange The TSX Venture Exchange Inc.

• Final Exchange Bulletin The bulletin issued by the Exchange following closing of the Qualifying Transaction and the submission of all post-meeting documentation, which evidences the Exchange’s final acceptance of the Qualifying Transaction.

Insider In relation to an Issuer, one of:

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

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

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

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

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

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

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

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

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

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

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

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

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

Maximum Offering The offering of a maximum of 10,000,000 Common Shares at a price of $0.10 per Common Share pursuant to this prospectus.

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Member	A Person who has executed the Members’ Agreement, as amended from time to time,
	and is accepted as and becomes a Member of the Exchange under the Exchange
	requirements.
Members’ Agreement	The Member’s agreement between the Exchange and each Person who from time to
	time, is accepted as and becomes a Member of the Exchange under the Exchange
	requirements.
Minimum Offering	The offering of a minimum of 7,500,000 Common Shares at a price of $0.10 per
	Common Share pursuant to this prospectus.
Non-Arm’s Length	The Vendor(s), any Target Compan(y)(ies) including, in relation to Significant Assets
Parties to the Qualifying	or Target Compan(y)(ies), the Non-Arm’s Length Parties of the Vendor, the Non-Arm’s
Transaction	Length Parties and all other parties to or associated with the Qualifying Transaction and
	Associates or Affiliates of all such other parties.
Non-Arm’s Length	In relation to a Company, a promoter, officer, director, other Insider or Control Person
Party	of such Company and any Associates or Affiliates of any such Persons. In relation to an
	individual, any Associate of the individual or any Company of which the individual is a
	promoter, director, officer, Insider, or Control Person.
Non-Arm’s Length	A proposed Qualifying Transaction where the same party or parties or their respective
Qualifying Transaction	Associates or Affiliates are Control Persons in both the CPC and the Significant Assets
	which are the subject of the proposed Qualifying Transaction.
Offering	The offering of a minimum of 7,500,000 Common Shares and a maximum of 10,000,000
	Common Shares at a price of $0.10 per Common Share pursuant to this prospectus.
Person	A Company or an individual.
Principal	In respect of an Issuer, one of:

• (a) a Person or Company who acted as a promoter (as defined under applicable Securities Laws) of the Issuer within two years of the date of the IPO prospectus or the Final Exchange Bulletin;

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

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

• (d) a Person or Company that:

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

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

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

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

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

Pro Group

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

• (i) the Member;

• (ii) employees of the Member;

• (iii) partners, officers and directors of the Member;

• (iv) Affiliates of the Member; and

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

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

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

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

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

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

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

the Member maintains a list of such excluded Persons.

Qualifying Transaction

Registrar and Transfer Agent

• (iv) A transaction where a CPC acquires Significant Assets, other than cash, by way of purchase, amalgamation, merger or arrangement with another Company or by other means.

TSX Trust Company.

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Resulting Issuer	The Issuer that was formerly a CPC that exists upon issuance of the Final Exchange
	Bulletin.
SEDAR	The system of electronic document filing maintained by the Canadian Securities
	Administrators.
Securities Laws	Means the relevant securities legislation, including regulations and rules, in force in
	every jurisdiction in which the Common Shares are qualified for distribution under this
	prospectus.
Seed Shares	The 4,000,000 Common Shares of the Corporation issued prior to the date of this
	prospectus for gross aggregate proceeds of $200,000.
Significant Assets	One or more assets or businesses which, when purchased, optioned or otherwise
	acquired by the CPC, together with any other concurrent transactions, would result in
	the CPC meeting the minimum listing requirements of the Exchange.
Sponsor	Has the meaning specified in the Exchange’s Policy 2.2, entitled “Sponsorship and
	Sponsorship Requirements.”
Target Company	A Company to be acquired by the CPC as its Significant Asset pursuant to a Qualifying
	Transaction.
Vendors	One or all of the beneficial owners of the Significant Assets (other than a Target
	Company) prior to their purchase by a CPC.

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SUMMARY OF PROSPECTUS

The following is a summary of the principal features of the Offering and should be read together with (and is qualified in its entirety by) the more detailed information and financial data and statements contained elsewhere in this prospectus.

ISSUER	Crossover Acquisitions Inc.
OFFERING	A minimum of 7,500,000 Common Shares and a maximum of 10,000,000 Common
	Shares are being offered under this prospectus at $0.10 per Common Share in the
	Applicable Jurisdictions. In addition, this prospectus will qualify the distribution to
	the Agent of the Agent’s Warrant (being an option to acquire Common Shares equal
	in number to 10% of the number of Common Shares sold under this Offering, being
	750,000 Common Shares under the Minimum Offering and 1,000,000 Common
	Shares under the Maximum Offering, at a price of $0.10 per Common Share
	exercisable for a period ending 60 months from the date the Common Shares are listed
	on the Exchange). The Corporation also intends to grant options to purchase a number
	of Common Shares equal to 10% of the total number of Common Shares issued and
	outstanding following the Offering (being 11,500,000 Common Shares under the
	Minimum Offering and 14,000,000 Common Shares under the Maximum Offering) at
	$0.05 per Common Share to the officers and directors of the Corporation, which
	options are also qualified for distribution under this prospectus. See “Options to
	Purchase Securities” and “Plan of Distribution”.
BUSINESS OF THE	The principal business of the Corporation will be to identify and evaluate assets and/or
CORPORATION	businesses with a view to a potential acquisition or the acquisition of an interest therein
	in order to complete a Qualifying Transaction. The Corporation has not commenced
	commercial operations, other than to enter into discussions for the purpose of
	identifying potential acquisitions or interests, has no assets other than a minimum
	amount of cash, and is not a party to an Agreement in Principle. See “Business of the
	Corporation” and “Plan of Distribution”.
USE OF PROCEEDS	The funds available to the Corporation after the closing of the Offering, being the net
	proceeds from the Offering together with the net proceeds from prior sales of Common
	Shares, will be a minimum of $782,000 and a maximum of $1,007,000 (after
	deduction of the costs of prior sales, the Agent’s commission of between $75,000
	(Minimum Offering) and $100,000 (Maximum Offering), and the Offering costs and
	prior expenses estimated at $90,000). The net proceeds will be used to provide the
	Corporation with a minimum of funds with which to identify and evaluate assets or
	businesses for acquisition with a view to completing a Qualifying Transaction and for
	general and administrative expenses until Completion of the Qualifying Transaction.
	The Corporation may not have sufficient funds to secure such businesses or assets
	once identified and additional funds may be required. See “Use of Proceeds”,
	“Business of the Corporation – Method of Financing Acquisition or Participation
	Opportunities” and “Risk Factors”.
DIRECTORS AND	David Mitchell – Chief Executive Officer, Chief Financial officer, Secretary and
MANAGEMENT	Director
	Terry Lynch – Director
	Matthew Goldman – Director
	Kiernan Lynch – Director
	Lawrence Guy – Director
	See “Directors and Officers.”
ESCROWED SHARES:	All Seed Shares issued at a price lower than the IPO price by the Corporation before
	the closing of this Offering, being 4,000,000 Common Shares, all Common Shares
	that have been or may be acquired by Non-Arm’s Length Parties of the Corporation
	either under the Offering or otherwise prior to Completion of the Qualifying

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Transaction and all Common Shares acquired by members of the Aggregate Pro Group prior to this Offering will be placed in escrow pursuant to the Escrow Agreement, and will be released from escrow in stages over a period of 18 months from the date of the Final Exchange Bulletin. A total of 4,000,000 Common Shares, being all of the Common Shares issued and outstanding as of the date hereof, will be held by the Escrow Agent pursuant to the Escrow Agreement. See “Escrowed Securities”.

RISK FACTORS:

Shall include, but not be limited to:

• (a) Investment in the Common Shares must be regarded as highly speculative due to the proposed nature of the Corporation’s business and its present stage of development.

• (b) The Corporation was only recently incorporated and has no active business or assets other than cash.

• (c) The Corporation does not have a history of earnings, nor has it paid any dividends and will not generate earnings or pay dividends until at least after the Completion of the Qualifying Transaction. See “Dividend Policy”.

• (d) The Offering is only suitable to investors who are prepared to rely entirely on the directors and management of the Corporation and can afford to risk the loss of their entire investment.

• (e) The directors and officers of the Corporation will only devote part of their time and attention to the affairs of the Corporation and there are potential conflicts of interest to which some of the directors and officers of the Corporation will be subject in connection with the operations of the Corporation.

• (f) Assuming the Minimum Offering is subscribed for, an investor will suffer an immediate dilution on investment of approximately 17.39% or $0.017 per Common Share. Assuming the Maximum Offering is subscribed for, an investor will suffer an immediate dilution on investment of approximately 14.29% or $0.014 per Common Share.

• (g) There can be no assurance that an active and liquid market for the Common Shares will develop and an investor may find it difficult to resell the Common Shares.

• (h) Until Completion of the Qualifying Transaction, the Corporation will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction.

• (i) The Corporation has only limited funds with which to identify and evaluate possible Qualifying Transactions and there can be no assurance that the CPC will be able to identify or complete a suitable Qualifying Transaction.

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

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xiii

See “Risk Factors”.

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xiv

THE CORPORATION

Crossover Acquisitions Inc. was incorporated on May 27, 2019 under the Business Corporations Act (Ontario). The principal and registered office of the Corporation is located at 77 King Street West TD North Tower Suite 700, P.O. Box 118. Toronto, Ontario M5K 1G8.

BUSINESS OF THE CORPORATION

Preliminary Expenses

To date, the Corporation has not conducted material operations of any kind and does not own any assets, other than cash, and has not entered into an Agreement in Principle.

To date, the Corporation has incurred expenses of approximately $● which consists of audit costs, filing fees, corporate finance fees, fees associated with an advance retainer to cover the Agent’s out of pocket expenses and legal fees related to the Offering and the corporate work fee. Of the $● in incurred expenses, approximately $● has been paid in respect of legal fees. Since the most recent audited Statement of Financial Position, the Corporation has expended approximately $● in legal fees, $● in filing fees, $● in audit costs, and provided the Agent with a $ ● advance retainer to cover the Agent’s out of pocket expenses and corporate work fee. The proceeds of the Offering will be utilized to satisfy the obligations of the Corporation related to this Offering, including the expenses of the Corporation’s auditors, legal counsel, and the Agent’s legal counsel. See “Use of Proceeds”, “Remuneration of Directors and Senior Officers”, and “Relationship Between the Corporation and Professional Persons”.

Proposed Operations until Completion of a Qualifying Transaction

The Corporation proposes to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction. Any proposed Qualifying Transaction must be accepted by the Exchange and in the case of a Non-Arm’s Length Qualifying Transaction is also subject to Majority of the Minority Approval in accordance with the CPC Policy. The Corporation has not conducted commercial operations other than to enter into discussions for the purpose of identifying potential acquisitions or interests.

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

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

Process of Identification of Acquisition or Participation Opportunities

The Corporation proposes to identify acquisitions of interests in corporations, properties, assets or businesses through discussions with various contacts. Once a prospective acquisition target has been identified and evaluated, the Corporation will proceed to negotiate the terms upon which the Corporation may acquire an interest in the corporation, property, asset or business, with a view to completing a Qualifying Transaction.

Method of Financing Qualifying Transaction

The Corporation may use cash, bank financing, issuance of treasury shares, private or public financing of debt or equity, or some combination thereof to finance its proposed Qualifying Transaction. If treasury shares are issued to finance the Qualifying Transaction, such issuance could result in a change in control of the Corporation and may cause the shareholders’ interest in the Corporation to be further diluted. See “Risk Factors”.

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Criteria for Qualifying Transaction

All potential Qualifying Transactions will initially be screened by management of the Corporation so as to evaluate the business plan of each corporation or business, which evaluation will include an analysis of the assets, the line of services or products offered, the extent of the competition in the marketplace, the market potential of the product lines or services, the market plan, existing and remaining management, production plans, financial plans and cash-flow projections and capital requirements. Similar criteria will be employed in the evaluation of other assets.

Upon the favourable completion of management’s analysis, management will proceed to negotiate appropriate acquisition terms with those prospective corporations, businesses or the owners of other assets and thereafter will present the proposal to the board of directors for its consideration and approval.

The board of directors of the Corporation, in considering whether to approve the terms of the proposed acquisition, will be guided by the following criteria:

• (a) the projected rate of return on the proposed investment having regard to the risk of loss;

• (b) the prospects for growth, having regard to existing or potential market share;

• (c) the skill of the management team, either as it exists or as it may be modified as a consequence of the acquisition; and

• (d) basic financial considerations such as the ratio of debt to equity of the target business, the overall cost of the acquisition, and the prospects of obtaining the debt or equity financing necessary to effect the acquisition.

Any proposed Qualifying Transaction must be approved by the Corporation’s Board of Directors. In exercising their powers and discharging their duties in relation to proposed Qualifying Transaction, the directors will act honestly and in good faith with a view to the best interests of the Corporation and will exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

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

Upon the Corporation reaching an Agreement in Principle, the Corporation must issue a comprehensive news release, at which time the Exchange generally will halt trading in the Common Shares until the filing requirements of the Exchange have been satisfied as set forth under “Trading Halts, Suspensions and Delisting”. Within 75 days after issuance of such news release, the Corporation shall be required to submit for review to the Exchange either an information circular that complies with applicable corporate and securities laws or a filing statement that complies with Exchange requirements. An information circular must be submitted where there is a Non-Arm’s Length Qualifying Transaction. A filing statement must be submitted where the Qualifying Transaction is not a Non-Arm’s Length Qualifying Transaction. The information circular or filing statement, as applicable, must contain prospectus level disclosure of the Target Company and the Corporation, assuming Completion of the Qualifying Transaction, and be prepared in accordance with the CPC Policy and Form 3B1/Form 3B2. Upon acceptance by the Exchange, the Corporation must then either:

• (a) file the filing statement on SEDAR at least seven business days prior to closing of the Qualifying Transaction, and issue a news release which discloses the scheduled closing date for the Qualifying Transaction as well as the fact that the filing statement is available on SEDAR; or

• (b) mail the information circular and related proxy material to its shareholders in order to obtain the Majority of the Minority Approval of the Qualifying Transaction or other requisite approval, at a meeting of shareholders.

Unless waived by the Exchange, the Corporation will also be required to retain a Sponsor, who must be a Member of the Exchange, and who will be required to submit to the Exchange a Sponsor Report prepared in accordance with the

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Policies of the Exchange. The Corporation will no longer be considered to be a CPC upon the Exchange having issued the Final Exchange Bulletin. The Exchange will generally not issue the Final Exchange Bulletin until the Exchange has received:

• (a) in the case of a Non-Arm’s Length Qualifying Transaction, confirmation of Majority of Minority Approval of the Qualifying Transaction;

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

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

Upon issuance of the Final Exchange Bulletin, the CPC Policy will generally cease to apply, with the exception of the escrow provisions of the CPC Policy and the restrictions in the CPC Policy precluding the Corporation from completing a reverse take-over for a period of one year from the Completion of the Qualifying Transaction.

Initial Listing Requirements

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

Trading Halts, Suspension and Delisting

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

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

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

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

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

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

Refusal of Qualifying Transaction

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

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2. (a) the Resulting Issuer fails to satisfy the applicable initial listing requirements of the Exchange;

3. (b) the aggregate number of securities of the Resulting Issuer owned, directly or indirectly, by:

4. (i) a Member firm of the Exchange;

5. (ii) registrants, unregistered corporate finance professionals, employee shareholders and partners of such Member firm; and

6. (iii) associates of any such person, collectively, would exceed 20% of the issued and outstanding securities of the Resulting Issuer;

7. (c) the Resulting Issuer will be a financial institution, finance company, finance issuer or mutual fund, as defined in applicable securities legislation;

8. (d) the majority of the directors and senior officers of the Resulting Issuer are not residents of Canada or the United States or are individuals who have not demonstrated positive association as directors or officers with public Companies that are subject to a regulatory regime comparable to the Companies listed on a Canadian exchange; or

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

USE OF PROCEEDS

Proceeds and Principal Purposes

The aggregate gross proceeds received by the Corporation from the sale of Common Shares prior to the Offering is $200,000. The expenses and costs of the prior sales of Common Shares are $3,000. The aggregate gross proceeds expected to be received by the Corporation from the sale of the Common Shares offered by this prospectus assuming the Minimum Offering is subscribed for will be $750,000 and assuming the Maximum Offering is subscribed for will be $1,000,000. The costs of this issue are estimated at $165,000 assuming the Minimum Offering is subscribed for, and $190,000 assuming the Maximum Offering is subscribed for, inclusive of taxes and disbursements (of which approximately $ ● has been incurred to date). Accordingly, the estimated funds to be available to the Corporation will be $782,000 assuming the Minimum Offering is subscribed for and $1,007,000 assuming the Maximum Offering is subscribed for.

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

Cash proceeds raised prior to this Offering(1) Expenses and costs relating to raising the cash proceeds raised prior to this Offering Cash proceeds to be raised pursuant to this Offering(2)	Minimum Offering Maximum Offering
	$200,000 $200,000 ($3,000) ($3,000) $750,000 $1,000,000

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Estimated expenses and costs relating to the Offering: Agent’s commission Agent’s corporate work fee Agent’s legal fees & expenses Corporation’s legal fees Corporation’s audit fees and expenses Listing and filing fees Estimated funds available (on completion of the Offering)	Minimum Offering	Maximum Offering
	($75,000) ($10,000) ($15,000) ($30,000) ($10,000) ($25,000) $782,000	($100,000) ($10,000) ($15,000) ($30,000) ($10,000) ($25,000) $1,007,000
Funds available for identifying and evaluating assets or business prospects(3) Estimated general and administrative expenses until Completion of a Qualifying Transaction Total Net Proceeds	$782,000 $70,000 $712,000	$1,007,000 $70,000
		$937,000

Notes:

(1) See “Prior Sales”.

(2) In the event that the Agent exercises the Agent’s Warrant and the directors and officers exercise their options, there will be available to the Corporation an additional amount of $132,500.00 assuming the Minimum Offering is subscribed for and $170,000.00 assuming the Maximum Offering is subscribed for, which amount will be added to the working capital of the Corporation. See “Plan of Distribution”. There is no assurance that any of these options will be exercised.

(3) In the event that the Corporation enters into an Agreement in Principle prior to spending the entire net proceeds, being $782,000 if the Minimum Offering is sold, and $1,007,000 if the Maximum Offering is sold, on identifying and evaluating assets or businesses, the remaining funds may be used to finance or partially finance the acquisition of Significant Assets or for working capital after Completion of the Qualifying Transaction.

Until required for the Corporation’s purposes, all proceeds will only be invested in securities of, or those guaranteed by, the Government of Canada, any province or territory thereof or the Government of the United States of America, in certificates of deposit or in interest bearing accounts of Canadian chartered banks and/or trust companies, or a combination thereof.

The proceeds of this Offering and any prior sale of Common Shares, after deducting the costs of this Offering, will only be sufficient to identify a limited number of opportunities. Additional funds may be required to finance any acquisition to which the Corporation may commit. See “Business of the Corporation”, “Method of Financing Acquisition or Participation Opportunities” and “Risk Factors”.

Permitted Use of Funds

Until the Completion of the Qualifying Transaction and except as otherwise specifically provided by the CPC Policy and described in “Restrictions on Use of Proceeds”, “Private Placements for Cash,” and “Prohibited Payments to NonArm’s Length Parties”, the aggregate gross proceeds realized from the sale of all securities issued by the Corporation will be used by the Corporation only to identify and evaluate businesses or assets and obtain shareholder approval for a proposed Qualifying Transaction, including expenses such as:.

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

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

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

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

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

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

7. (ii) equipment leases;

8. (iii) fees for legal services; and

9. (iv) fees for accounting and advisory services;

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

11. (i) valuations or appraisals;

12. (ii) business plans;

13. (iii) feasibility studies and technical assessments;

14. (i) sponsorship reports;

15. (ii) Geological Reports;

16. (iii) financial statements;

17. (iv) fees for legal services; and

18. (v) fees for accounting, assurance and audit services;

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

20. (f) assurance and audit fees of the Corporation;

21. (g) escrow agent and transfer agent fees of the Corporation; and

22. (h) regulatory filing fees of the Corporation.

In addition, with the prior acceptance of the Exchange, up to an aggregate of $225,000 may be advanced as a refundable deposit or secured loan by the Corporation to a Vendor or Target Company, as the case may be, for a proposed arm’s length Qualifying Transaction that has been publicly announced at least 15 days prior to the date of such advance, due diligence with respect to the Qualifying Transaction is well underway and either a Sponsor has been engaged or sponsorship has been waived. A maximum aggregate amount of $25,000 may also be advanced as a non-refundable deposit, unsecured deposit or advance to a Vendor or Target Company, as the case may be, to preserve assets without the prior acceptance of the Exchange.

Private Placements for Cash

After the closing of the Offering and until the Completion of the Qualifying Transaction, the Corporation will not issue any securities unless written acceptance of the Exchange is obtained before issuance. Prior to the Completion of the Qualifying Transaction, the Exchange generally will not accept a private placement by the Corporation where the

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gross proceeds raised from the issuance of securities both prior to and pursuant to the Offering, together with any proceeds anticipated to be raised upon closing of the private placement, will exceed $10,000,000. The only securities issuable pursuant to such a private placement will be Common Shares. Subject to certain limited exceptions, any Common Shares issued pursuant to the private placement to Non-Arm’s Length Parties to the Corporation and to Principals of the Resulting Issuer will be subject to escrow.

Prohibited Payments to Non-Arm’s Length Parties

Except as described under “Options to Purchase Securities” and “Permitted Use of Proceeds”, the Corporation has not made, and until the Completion of the Qualifying Transaction will not make, any payment of any kind, directly or indirectly, to a Non-Arm’s Length Party to the Corporation or a Non-Arm’s Length Party to the Qualifying Transaction, or to a person engaged in investor relations activities, by any means, including:

• (a) remuneration, which includes but is not limited to salaries, consulting fees, management contract fees or directors’ fees, finders’ fees, loans, advances and bonuses, and

• (b) deposits and similar payments.

Further, no such payment will be made on or after the Completion of the Qualifying Transaction if such payment relates to services rendered or obligations incurred prior to or in connection with the Qualifying Transaction.

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

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

Finder’s Fees

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

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

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

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

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

• (iii) the finder’s fee is payable in the form of cash, Listed Shares and/or Warrants only;

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

• (v) approval of the finder’s fee is obtained by ordinary resolution at a meeting of Shareholders of the Corporation or by the written consent of Shareholders of the Corporation holding more than 50% of the issued Listed Shares of the Corporation, provided that the votes attached to the Listed Shares of the Corporation held by the recipient of the finder’s fee and its Associates and Affiliates are excluded from the calculation of any such approval or written consent.

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PLAN OF DISTRIBUTION

The Agent and the Agent’s Compensation

Pursuant to the Agency Agreement, the Corporation has appointed the Agent as its agent to offer for sale on a bestefforts basis to the public in the Applicable Jurisdictions, a minimum of 7,500,000 Common Shares and a maximum of 10,000,000 Common Shares as provided in this prospectus at $0.10 per Common Share for minimum aggregate gross proceeds of $750,000 and maximum aggregate gross proceeds of $1,000,000, subject to the terms and conditions in the Agency Agreement. The Agent will receive a commission of 10% of the aggregate gross proceeds from the sale of the Common Shares, a $10,000 corporate work fee, and reimbursement of its expenses and legal fees incurred pursuant to this Offering, which is estimated to be at $15,000, plus disbursements and taxes. The Corporation will grant to the Agent and its sub-agents, if any, at the closing of the Offering the Agent’s Warrant to acquire Common Shares in number equal to 10% of the number of Common Shares sold under the Offering, being 750,000 Common Shares under the Minimum Offering and 1,000,000 Common Shares under the Maximum Offering, at $0.10 per share for a 60 month period following the date of listing of the Common Shares on the Exchange. The Agent’s Warrant is qualified under this prospectus. Pursuant to the CPC Policy, where the Agent receives an option or the right to subscribe for a certain number of shares as consideration for acting as Agent, 50% of the options exercised or 50% of the shares held pursuant to that right may be sold prior to Completion of the Qualifying Transaction. The remaining 50% may only be sold after Completion of the Qualifying Transaction.

This prospectus qualifies the distribution of a minimum of 7,500,000 Common Shares and a maximum of 10,000,000 Common Shares, the issuance of options to purchase a number of Common Shares equal to 10% of the number of Common Shares issued and outstanding upon completion of the Offering to be granted to officers and directors of the Corporation, and the Agent’s Warrant. See “Options to Purchase Securities”.

Best-Efforts Offering and Minimum Distribution

The Agent has agreed to use its best-efforts to secure subscriptions for the Common Shares offered hereunder on behalf of the Corporation and may make co-brokerage arrangements with other investment dealers at no additional cost to the Corporation but is not obligated to do so. The obligations of the Agent under the Agency Agreement may be terminated at its discretion on the basis of its assessment of the state of financial markets or upon the occurrence of certain events stated in the Agency Agreement.

The Corporation has also granted the Agent a right of first refusal to serve as the Corporation’s Sponsor with respect to any potential Qualifying Transaction by the Corporation for a period ending 24 months from the date of the closing of the Offering.

Total Subscription

The total Offering is a minimum of 7,500,000 Common Shares and a maximum of 10,000,000 Common Shares for minimum aggregate gross proceeds of $750,000 and maximum aggregate gross proceeds of $1,000,000.

Under the CPC Policy, 75% of the total Common Shares offered under this prospectus (or 5,625,000 Common Shares assuming the Minimum Offering, and 7,500,000 Common Shares assuming the Maximum Offering) are subject to the following limits:

• (a) the maximum number of Common Shares that may be directly or indirectly purchased by any one purchaser pursuant to the Offering is 2% of the total Common Shares offered under this prospectus (or 150,000 Common Shares assuming the Minimum Offering, and 200,000 Common Shares assuming the Maximum Offering); and

• (b) the maximum number of Common Shares that may be directly or indirectly purchased by any one purchaser, together with that purchaser’s Associates and Affiliates, is 4% of the total Common

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Shares offered under this prospectus (or 300,000 Common Shares assuming the Minimum Offering, and 400,000 Common Shares assuming the Maximum Offering).

The funds received from the Offering will be deposited with the Agent, and will not be released until the full amount of the Minimum Offering proceeds has been deposited. The Minimum Offering must be raised within 90 days of the date a final receipt for this prospectus is issued, or such other time as may be permitted by applicable securities legislation and consented to by the Agent and persons or companies who subscribed within that period, failing which the Agent will remit the funds collected to the original subscribers without interest or deduction, unless subscribers have otherwise instructed the Agent.

Other Securities to be Distributed

The Corporation also proposes to grant options to purchase a number of Common Shares equal to 10% of the number of Common Shares issued and outstanding upon completion of the Offering, being 1,150,000 Common Shares under the Minimum Offering and 1,400,000 Common Shares under the Maximum Offering, to directors and officers in accordance with the policies of the Exchange, and the Common Shares to be issued upon exercise of options are qualified for distribution under this prospectus.

Determination of Price

The offering price of the Common Shares was determined by negotiation between the Corporation and the Agent.

Listing Application

The Corporation has applied to list the Common Shares on the Exchange. Listing will be subject to the Corporation fulfilling all of the listing requirements of the Exchange.

Subscription by and Restrictions on the Agent

The Agent has advised the Corporation that to the best of its knowledge and belief, no directors, officers, employees or contractors of the Agent or any Associate or Affiliate of the foregoing have subscribed for Common Shares.

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

Until Completion of the Qualifying Transaction, the aggregate number of Common Shares owned directly or indirectly by the Aggregate Pro Group cannot exceed 20% of the total and outstanding Common Shares exclusive of Common Shares reserved for issuance at a future date. The Exchange will require that any securities issued to the Pro Group in connection with or in contemplation of the Qualifying Transaction will be required to be subject to a four month Exchange hold period and the securities certificate(s) legended accordingly, as prescribed by Exchange Policy 3.2 “Filing Requirements and Continuous Disclosure”.

Restrictions on Trading

Other than the initial distribution of the Common Shares pursuant to this prospectus, the grant of the Agent’s Warrant and the grant of options to the officers and directors of the Corporation, no securities of the Corporation will be permitted to be issued during the period between the date a receipt for the preliminary prospectus is issued by the Applicable Securities Commissions and the time the Common Shares are listed for trading on the Exchange, except subject to prior acceptance of the Exchange, where appropriate registration and prospectus exemptions are available under securities legislation or where the applicable securities regulatory authorities grant a discretionary order.

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DESCRIPTION OF THE SECURITIES DISTRIBUTED

The Corporation is authorized to issue an unlimited number of Common Shares of which, as at the date of this prospectus, 4,000,000 Common Shares are issued and outstanding as fully paid and non-assessable Common Shares. A minimum of 7,500,000 Common Shares and a maximum of 10,000,000 Common Shares are being qualified for distribution under this prospectus. In addition, pursuant to the Agent’s Warrant, the number of Common Shares equal to 10% of the Common Shares issued pursuant to this Offering, being a minimum of 750,000 Common Shares and a maximum of 1,000,000 Common Shares, will be reserved for issuance. Common Shares will also be reserved for issuance under options to be granted to directors and officers in the amount equal to 10% of the Common Shares issued and outstanding immediately upon closing of the Offering, being a minimum of 1,150,000 Common Shares and a maximum of 1,400,000 Common Shares. See “Plan of Distribution” and “Options to Purchase Securities”.

Common Shares

The holders of the Common Shares are entitled to dividends, if, as and when declared by the Board of Directors, to one vote per share at meetings of the shareholders of the Corporation and, upon liquidation, dissolution or windingup of the Corporation to receive such assets of the Corporation as are distributable to the holders of the Common Shares. All of the Common Shares to be outstanding on completion of this Offering will be fully paid and nonassessable.

CAPITALIZATION

Capital Common Shares	Amount Authorized Unlimited	Amount outstanding as of the date of the most recent balance sheet contained in this prospectus(1) $200,010 (4,000,100 Common Shares)	Amount outstanding as at August 9, 2021 $200,000 (4,000,000 Common Shares)	Amount to be outstanding upon completion of the Minimum Offering (2)(3)(4) $950,000 (11,500,000 Common Shares)	Amount to be outstanding upon completion of the Maximum Offering (5)(6)(7)
					$1,200,000 (14,000,000 Common Shares)

Notes:

(1) At this date, the Corporation had not commenced commercial operations.

(2) Excluding up to 1,150,000 Common Shares issuable at $0.05 per share, expiring 5 years from the date of being granted, pursuant to stock options to be granted to directors and officers of the Corporation.

(3) Excluding 750,000 Common Shares issuable at $0.10 per share, expiring 60 months from the date of listing of the Common Shares on the Exchange, pursuant to the Agent’s Warrant. See “Plan of Distribution”.

(4) Funds estimated to be available on completion of the Offering amount to $782,000 after giving effect to the Minimum Offering and deducting the selling commissions and related expenses incurred by the Corporation. See “Use of Proceeds – Proceeds and Principal Purposes”.

(5) Excluding up to 1,400,000 Common Shares issuable at $0.05 per share, expiring 5 years from the date of being granted, pursuant to stock options to be granted to directors and officers of the Corporation.

(6) Excluding 1,000,000 Common Shares issuable at $0.10 per share, expiring 60 months from the date of listing of the Common Shares on the Exchange, pursuant to the Agent’s Warrant. See “Plan of Distribution”.

(7) Funds estimated to be available on completion of the Offering amount to $1,007,000 after giving effect to the Maximum Offering and deducing the selling commissions and related expenses incurred by the Corporation. See “Use of Proceeds – Proceeds and Principal Purposes”.

OPTIONS TO PURCHASE SECURITIES

The Corporation has established a stock option plan for its officers, directors, consultants and employees to which the Corporation may grant options to acquire a maximum number of Common Shares equal to 10% of the total issued and outstanding Common Shares of the Corporation.

Upon closing of the Offering, the Corporation proposes to enter into stock option agreements pursuant to the Stock Option Plan as follows:

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	Number of Shares	Number of Shares
	Under Option If	under Option if
	Minimum	Maximum
	Offering is	Offering is	Exercise Price
Name	Subscribed	Subscribed	per Share	Expiry Date
David Mitchell	322,000	392,000	$0.05	Five years from date of
				grant
Terry Lynch	207,000	252,000	$0.05	Five years from date of
				grant
Matthew	207,000	252,000	$0.05	Five years from date of
Goldman				grant
Kiernan Lynch	207,000	252,000	$0.05	Five years from date of
				grant
Lawrence Guy	207,000	252,000	$0.05	Five years from date of
				grant
Total:	1,150,000	1,400,000

Stock Option Terms

The Board of Directors of the Corporation may, from time to time, in its discretion, and in accordance with the requirements of the Exchange, grant to officers, directors, and technical consultants to the Corporation, nontransferable options to purchase Common Shares, provided that the number of Common Shares reserved for issuance will not exceed 10 % of the issued and outstanding Common Shares exercisable for a period of up to 10 years from the date of grant. The number of Common Shares reserved for issuance to any individual director or officer will not exceed 5% of the issued and outstanding Common Shares and the number of Common Shares reserved for issuance to all technical consultants will not exceed 2% of the issued and outstanding Common Shares. Options representing not more than 10% of the issued and outstanding Common Shares may be granted to Insiders within any twelve-month period. Options may be exercised within the greater of 12 months after the Completion of the Qualifying Transaction and 90 days following cessation of the optionee’s position with the Corporation, provided that if the cessation of office, directorship or technical consulting arrangement was by reason of death, the option may be exercised within a maximum period of one year after such death, subject to the expiry date of such option. Any Common Shares acquired pursuant to the exercise of options prior to the Completion of the Qualifying Transaction, must be deposited in escrow and will be subject to escrow until the Final Exchange Bulletin is issued. See “Escrowed Securities.”

The options to be granted to directors and officers to purchase a number of Common Shares equal to 10% of the number of Common Shares issued and outstanding upon completion of the Offering are qualified for distribution under this prospectus.

PRIOR SALES

Since the date of incorporation, 4,000,000 Common Shares have been issued and are currently outstanding as follows:

Date Issued April 2, 2021 Total	Number of Common Shares 4,000,000 4,000,000	Issue Price per Common Share $0.05	Aggregate Issue Price $200,000 $200,000	Nature of Consideration
				Cash

Notes:

(1) All of these Common Shares will be placed in escrow pursuant to the Escrow Agreement. See “Escrowed Securities”.

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ESCROWED SECURITIES

Securities Escrowed Prior to the Completion of the Qualifying Transaction

All of the 4,000,000 Common Shares issued prior to this Offering at a price below $0.10 per Common Share, all Common Shares that have been or may be acquired by Non-Arm’s Length Parties of the Corporation either under the Offering or otherwise prior to Completion of the Qualifying Transaction and all Common Shares acquired by members of the Aggregate Pro Group prior to this Offering will be deposited with the Escrow Agent under the Escrow Agreement. As of the date hereof, 4,000,000 Common Shares will be held by the Escrow Agent pursuant to the Escrow Agreement.

All Common Shares acquired on exercise of stock options prior to the Completion of the Qualifying Transaction, must also be deposited in escrow and will be subject to escrow until the Final Exchange Bulletin is issued.

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

The following table sets out, as at the date hereof, the number of Common Shares of the Corporation, which are held pursuant to the Escrow Agreement:

Name and	Number of	Percentage of	Percentage of	Percentage of
Municipality of	Common Shares	Common Shares	Common Shares	Common Shares
Residence of	held in Escrow	prior to giving	after giving effect	after giving effect
Shareholder		effect to the	to the Minimum	to the Maximum
		Offering	Offering(1)	Offering(1)
David Mitchell(2)	700,000	17.50%	6.09%	5.00%
Matthew Jay Goldman	1,000,000	25.00%	8.70%	7.14%
Kiernan Lynch	500,000	12.50%	4.35%	3.57%
Terry Lynch	500,000	12.50%	4.35%	3.57%
Mona Mitchell	300,000	7.50%	2.61%	2.14%
Lawrence Guy	1,000,000	25.00%	8.70%	7.14%
	4,000,000	100.00%	34.78%	28.57%

Notes:

(1) Assuming these shareholders do not acquire any Common Shares under the Offering.

(2) David Mitchell owns 600,000 of his shares through his company Stillbridge Ventures Inc., a company solely controlled by David Mitchell.

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

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Under the Escrow Agreement:

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

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

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

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

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

• (a) immediately cancel all of the escrowed Common Shares held by each Non-Arm’s Length Party to the Corporation that were issued at a price below the Offering price under this prospectus and all Options and common shares issued upon exercise of Share Options held by such persons; and

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

Escrowed Securities on Qualifying Transaction

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

PRINCIPAL SHAREHOLDERS

The following table lists those persons who own of record or who are known to the Corporation as at the date hereof to own beneficially, directly or indirectly, more than 10% of the issued and outstanding Common Shares of the Corporation, or exercises control or direction over, more than 10% of the issued and outstanding Common Shares of the Corporation:

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Name and	Type of	Number of	Percentage of	Percentage of	Percentage of
Municipality of	Ownership	Shares(1)	Shares Owned	Shares Owned	Shares Owned
Residence			before the	after giving	after giving
			Offering	effect to the	effect to the
				Minimum	Maximum
				Offering	Offering
David Mitchell(2)	Of Record	700,000	17.50%	6.09%	5.00%
Mississauga, Ontario	and
	Beneficial
Matthew Goldman(4)	Of Record	1,000,000.00	25.00%	8.70%	7.14%
Toronto, Ontario
Kiernan Lynch(5)	Of Record	500,000.00	12.50%	4.35%	3.57%
Toronto, Ontario
Terry Lynch(3)	Of Record	500,000.00	12.50%	4.35%	3.57%
Toronto, Ontario
Lawrence Guy(6)	Of Record	1,000,000.00	25.00%	8.70%	7.14%
Georgetown, Ontario
TOTAL		3,700,000.00	92.50%	32.17%	26.43%

Notes:

• (1) Subject to the Escrow Agreement. See “Escrowed Securities”.

• (2) Reflecting the assumption that the Agent’s Warrant is fully exercised and that all options are granted as stated on page 10 of this prospectus and that they are all exercised, David Mitchell would own, assuming the Minimum Offering is subscribed for, 1,022,000 Common Shares which would constitute 7.63% of the Corporation’s outstanding Common Shares on a fully diluted basis, and assuming the Maximum Offering is subscribed for, 1,092,100 Common Shares which would constitute 6.66% of the Corporation’s outstanding Common Shares on a fully-diluted basis;

• (3) Reflecting the assumption that the Agent’s Warrant is fully exercised and that all options are granted as stated on page 10 of this prospectus and that they are all exercised, Terry Lynch would own, assuming the Minimum Offering is subscribed for, 707,000 Common Shares which would constitute 5.28% of the Corporation’s outstanding Common Shares on a fully diluted basis, and assuming the Maximum Offering is subscribed for, 752,000 Common Shares which would constitute 4.59% of the Corporation’s outstanding Common Shares on a fully-diluted basis;

• (4) Reflecting the assumption that the Agent’s Warrant is fully exercised and that all options are granted as stated on page 10 of this prospectus and that they are all exercised, Matthew Goldman would own, assuming the Minimum Offering is subscribed for, 1,207,000 Common Shares which would constitute 9.01% of the Corporation’s outstanding Common Shares on a fully diluted basis, and assuming the Maximum Offering is subscribed for, 1,252,000 Common Shares which would constitute 7.63% of the Corporation’s outstanding Common Shares on a fully-diluted basis.

• (5) Reflecting the assumption that the Agent’s Warrant is fully exercised and that all options are granted as stated on page 10 of this prospectus and that they are all exercised, Kiernan Lynch would own, assuming the Minimum Offering is subscribed for, 707,000 Common Shares which would constitute 5.28% of the Corporation’s outstanding Common Shares on a fully diluted basis, and assuming the Maximum Offering is subscribed for, 752,000 Common Shares which would constitute 4.59% of the Corporation’s outstanding Common Shares on a fully-diluted basis

• (6) Reflecting the assumption that the Agent’s Warrant is fully exercised and that all options are granted as stated on page 10 of this prospectus and that they are all exercised, Lawrence Guy would own, assuming the Minimum Offering is subscribed for, 1,207,000 Common Shares which would constitute 9.01% of the Corporation’s outstanding Common Shares on a fully diluted basis, and assuming the Maximum Offering is subscribed for, 1,252,000 Common Shares which would constitute 7.63% of the Corporation’s outstanding Common Shares on a fully-diluted basis

The directors and officers, together with the Associates and Affiliates of the directors and officers, as a group beneficially own and control 4,000,000 Common Shares which represents 100.00% of the issued Common Shares of the Corporation before giving effect to this Offering and which will represent 34.78% of the issued Common Shares of the Corporation upon completion of the Minimum Offering and 28.57% of the issued Common Shares of the Corporation upon completion of the Maximum Offering.

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DIRECTORS, OFFICERS AND PROMOTERS

The following are the names and municipalities of residence of the directors and officers of the Corporation, their positions and offices with the Corporation, their present principal occupation, the number of Common Shares beneficially owned or over which they directly or indirectly exercise control or direction, and the percentage of Common Shares to be held by each of them prior to and on completion of the Offering:

				Percentage and	Percentage and	Percentage and	Percentage and
			Common	Number of		Number of
			Shares Held	Common		Common
			(percentage	Shares Held		Shares Held
			and number of	Upon		Upon
Name, (Age) and		Present	Common	Completion of		Completion of
Municipality of	Position or	Principal	Shares prior to	Minimum		Maximum
Residence	Office	Occupation	Offering)	Offering(2)		Offering(2)
David Mitchell (58)(1)(3)	Director, Chief	CEO of	700,000 Common	700,000 Common		700,000 Common
Mississauga, Ontario	Executive	Stillbridge	Shares	Shares		Shares
	Officer, Chief	Ventures inc.	17.5%	6.09%		5.00%
	Financial
	Officer,
	Secretary
Terry Lynch (62)	Director	CEO of Chilean	500,000 Common	500,000 Common		500,000 Common
Toronto, Ontario		Metals Inc	Shares	Shares		Shares
			12.5%	4.35%		3.57%
Matthew Goldman(1)	Director	Financial	1,000,000	1,000,000		1,000,000
(53)		Consultant	Common Shares	Common	Shares	Common	Shares
Toronto, Ontario			25%	8.70%		7.14%
Kiernan Lynch (33)(1)	Director	Director of	500,000 Common	500,000 Common		500,000 Common
Toronto, Ontario		Business	Shares	Shares 4.35%		Shares 3.57%
		Development at	12.5%
		Cardiol
		Therapeutics Inc.
Lawrence Guy (51)	Director	CEO of North	1,000,000	1,000,000		1,000,000
Toronto, Ontario		52nd Asset	Common Shares	Common	Shares	Common	Shares
		Management	25%	8.70%		7.14%

Notes:

• (1) Member of the Audit Committee.

(2) Before the exercise of stock options by the directors and officers, the exercise of the Agent’s Warrant and assuming that no Common Shares are purchased by these shareholders under this Offering. See “Plan of Distribution”.

• (3) David Mitchell owns 600,000 of his shares through his company Stillbridge Ventures Inc., a company solely controlled by David Mitchell.

In addition to any other requirements of the Exchange, the Exchange expects management of the Corporation to meet a high management standard. The directors and officers of the Corporation believe that, on a collective basis, management possesses, the appropriate experience, qualifications and history to be capable of identifying, investigating and acquiring a Significant Asset. As at the date of this prospectus, the directors and officers own 3,700,100 Common Shares representing 92.50% of the issued and outstanding Common Shares which number of Common Shares will represent 32.17% of the issued Common Shares of the Corporation upon completion of the Minimum Offering and 26.43% of the issued Common Shares of the Corporation upon completion of the Maximum Offering.

It is expected that each director will devote such time as is required to administer the business of the Corporation.

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The following are brief biographies of the Directors and Officers of the Corporation:

David Mitchell – Chief Executive Officer, Chief Financial Officer, Secretary and Director

A financial industry professional with over 30 years’ experience in trading, investment advisory and corporate finance. Mr. Mitchell began his career in 1986 as a floor trader on the Toronto Stock Exchange. From there he steadily advanced his career through desk trader to senior investment advisor at various mid-size and boutique firms culminating in being a director and officer at boutique firm Octagon Capital Corporation managing the retail division and conducting corporate finance activities from 2000 to 2004. In 2004 Mr. Mitchell founded Stillbridge Ventures Inc a consultant and advisory firm to small and emerging business both public and private. Mr. Mitchell through either underwriting, founding, or CEO/Director roles has been part of over 10 CPC transactions resulting in the raising of millions of dollars in capital. Mr. Mitchell was a former director of the Exempt Market Dealers Association now the Private Capital Markets Association (PCMA). Mr. Mitchell has been a director of companies in consumer goods, alternative finance, and mining. Mr. Mitchell is currently a CEO/Founder of Private company Barel Holdings LTD.

Matthew Goldman – Director

Mr. Goldman has 28 years of experience in capital markets in Canada. He has held investment advisory and proprietary trading positions with some of Canada’s most recognizable investment firms. Mr. Goldman, in the past, served for many years as a board member and executive for public junior mining companies. For the past 22 years, Mr. Goldman privately advises and consults in the wealth management arena. He is also currently a director of Novo19 Capital an unlisted reporting issuer that has announced an RTO with Nobel Resources a company exploring for copper in Chile.

Terry Lynch – Director

A honors graduate in business from St Francis Xavier University. Mr. Lynch started his career in commercial real estate in the early 80’s, he then founded Pallet Pallet in the late 80’s where it grew to North Americas largest pallet company by the early 90’s. After exiting Pallet Pallet in the mid 90’s he invested in and helped take public several entities in the Oil and Gas and manufacturing sectors. He was a partner in a Limited Market dealer and has been a director of several public entities in Oil and Gas, Biotech and Capital Pool Companies. Mr. Lynch is currently the CEO of Power Nickel Inc. PNPN-TSXV; formerly Chilean Metals Inc.) and the founder of the non profit advocacy group Save Canadian Mining. Mr. Lynch was a cofounder and a former director of biotech company Cardiol Therapeutics Inc (CRDL-TSX and Nasdaq). In March of 2019 he founded Save Canadian Mining with several prominent mining executives in forming the advocacy group dedicated to stopping predatory short selling of small cap junior miners.

Kiernan Lynch – Director

Keiran graduated in 2010 from St. Francis Xavier University with a BBA majoring in Finance. Mr. Lynch is a CFA charter holder with an expertise in finance and corporate development in the energy and pharmaceutical industry. Kiernan has spent 10 years working in the oil and gas industry in various roles; hedge fund associate, business development in private oil gas company and CFO of a private international oil and gas company. During his time in energy, he has helped invest millions of dollars into public and private E&P’s, raise $35 million for private oil and gas companies and complete acquisitions and dispositions of oil and gas properties. For the past 4 years, Kiernan has been working in the pharmaceutical industry as the director of corporate development. Where he has helped the company go public through an IPO process, raise over $50 million dollars to support research and receive approval for a Phase II/III in COVID-19 by the US FDA for a potential registration trial.

Lawrence Guy - Director

Mr. Guy is Chief Executive Officer of North 52nd Asset Management Inc. and Chair of Emerita Resources Corp (TSXV-EMO). Previously, Larry was a Portfolio Manager with Aston Hill Financial Inc. Prior to Aston Hill, Mr. Guy was Chief Financial Officer and Director of Navina Asset Management Inc., a company he co-founded that was subsequently acquired by Aston Hill Financial Inc. Mr. Guy has also held senior offices at Fairway Capital

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Management Corp., and First Trust Portfolios Canada Inc. Mr. Guy holds a Bachelor of Arts (Economics) degree from the University of Western Ontario and is a Chartered Financial Analyst. Mr. Guy is a director of Nobel Resources (TSXV-NBLC).

Other Reporting Issuer Experience

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

Name David Mitchell Terry Lynch Matthew Goldman Lawrence Guy	Name and Jurisdiction of Reporting Issuer Novo19 Capital Corp. Commerce Acquisitions Corp. MJ Opportunity Corp. CUP Capital Corp. Axis Auto Finance Inc. Verdant Financial Partners 1 Intrinsic 4D Delivra Corp. FenixOro Gold Corp. Power Nickel Inc. (formerly CMX metals) Cardoil Therapeutics Inc. Novo19 Capital Corp. Nobel Resources, public in April 2021 Emerita Resources	Name of Exchange or Market Unlisted(2) TSX-V(3) TSX-V TSX-V TSX-V NEX NEX TSX-V CSE TSX-V TSX(1) Unlisted TSX-V TSX-V	Position Director, CEO, CFO Director, CEO Director, CEO Director Director Director, CEO, CFO Director Director Director Director, CEO Director Director Chairman Chairman	From April 2019 March 2017 May 2017 December 2015 November 2015 November 2015 December 2012 October April 2020 June 2012 Jan 2017 May 2019 March 2021 October 2018	To
					April 2021 June 2019 September 2018 March 2018 May 2018 July 2016 April 2018 June 2017 July 2021 Present Dec 2019 April 2021 Present Present

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Notes:

(1) TSX means the Toronto Stock Exchange. (2) NEX is a separate board of the TSX-V, providing an alternative to previous TSX-V listed companies. (3) TSX-V means the TSX Venture Exchange.

Corporate Cease Trade Orders or Bankruptcies

Other than as set forth below, no director, officer, Insider or promoter of the Corporation, or a shareholder of the Corporation holding a sufficient number of securities of the Corporation to affect materially the control of the Corporation is, or within 10 years before the date of this prospectus has been, a director, officer, Insider or Promoter of any other issuer that, while that person was acting in that capacity:

• (a) was the subject of a cease trade or similar order or, an order that denied the other issuer access to any exemptions under applicable securities legislation for a period of more than 30 consecutive days; or

• (b) became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Penalties or Sanctions

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

Personal Bankruptcies

No director, officer, Insider or promoter of the Corporation, or a shareholder of the Corporation holding a sufficient number of securities of the Corporation to affect materially the control of the Corporation, or a personal holding company of any such person has, within 10 years before the date of this prospectus, as applicable, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or has been subject to or has instituted any proceedings, arrangements or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold such person’s assets.

Conflicts of Interest

There are potential conflicts of interest to which the directors, officers, insiders and promotors of the Corporation will be subject in connection with the operations of the Corporation. Some of the directors, officers, Insiders and promotors have been and will continue to be engaged in the identification and evaluation, with a view to potential acquisition of interests in businesses and corporations on their own behalf and on behalf of other corporations, and situations may arise where the directors, officers, Insiders and promotors will be in direct competition with the Corporation. Conflicts, if any, will be subject to the procedures and remedies under the Business Corporations Act (Ontario).

EXECUTIVE COMPENSATION

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

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2. (a) remuneration, which includes but is not limited to:

3. (i) salaries;

4. (ii) consulting fees;

5. (iii) management contract fees or directors’ fees;

6. (iv) finders fees;

7. (v) loans, advances, bonuses; and

8. (b) deposits and similar payments.

However, the Corporation may reimburse Non-Arm’s Length Parties for the Corporation’s reasonable allocation of rent, secretarial services and other general administrative expenses, at fair market value (“Permitted Reimbursement”), which reimbursements, since incorporation, have totaled $nil as of the date hereof. No reimbursement may be made for any payment made to lease or acquire a vehicle.

The directors and officers of the Corporation may also be granted stock options.

No payment other than the Permitted Reimbursements will be made by the Corporation or by any party on behalf of the Corporation, after Completion of the Qualifying Transaction, if the payment relates to services rendered or obligations incurred or in connection with the Qualifying Transaction.

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

DILUTION

Assuming the Minimum Offering is subscribed for, purchasers of Common Shares under this prospectus will suffer an immediate dilution on investment of 17.39% or $0.017 per Common Share. Assuming the Maximum Offering is subscribed for, an investor will suffer an immediate dilution on investment of 14.29% or $0.014 per Common Share. Dilution has been computed on the basis of total gross proceeds to be raised under this prospectus and from sales of securities prior to filing this prospectus, without deduction of commissions or of related expenses incurred by the Corporation.

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Item Gross proceeds of prior share issues Gross proceeds of this Offering Total gross proceeds after this Offering Offering price per share Proceeds per share after this Offering Dilution per share to subscriber Percentage of dilution in relation to offering price RISK FACTORS	Minimum Offering Maximum Offering $200,000 $200,000 $750,000 $1,000,000
	$950,000 $1,200,000
	$0.10 $0.10 $0.08 $0.09
	$0.017 $0.014
	17.39% 14.29%

Prior to making a decision to invest, prospective purchasers in the Offering should consider their own position, and all of the risks of investing in the Common Shares. The following are risk factors associated with the Corporation:

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

• (b) investment in the Common Shares offered by this prospectus is highly speculative given the proposed nature of the Corporation’s business and its present stage of development ;

• (c) the directors and officers of the Corporation will only devote a portion of their time to the business and affairs of the Corporation and some of them are or will be engaged in other projects or businesses such that conflicts of interest may arise from time to time, see “Conflicts of Interest”;

• (d) assuming the Minimum Offering is subscribed for, an investor will suffer an immediate dilution on investment of approximately 17.39% or $0.017 per Common Share. Assuming the Maximum Offering is subscribed for, an investor will suffer an immediate dilution on investment of approximately 14.29% or $0.014 per Common Share, see “Dilution”;

• (e) there can be no assurance that an active and liquid market for the Common Shares will develop and an investor may find it difficult to resell its Common Shares;

• (f) until Completion of a Qualifying Transaction, the Corporation is not permitted to carry on any business other than the identification and evaluation of potential Qualifying Transactions;

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

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

3. (i) Completion of a Qualifying Transaction is subject to a number of conditions including acceptance by the Exchange and in the case of a Non Arm’s Length Qualifying Transaction, Majority of the Minority Approval;

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

5. (k) upon public announcement of a proposed Qualifying Transaction, trading in the Common Shares of the Corporation will be halted and will remain halted for an indefinite period of time, typically until a Sponsor has been retained and certain preliminary reviews have been conducted. The Common Shares of the Corporation will be reinstated to trading before the Exchange has reviewed the transaction and before the Sponsor has completed its full review. Reinstatement to trading provides no assurance with respect to the merits of the transaction or the likelihood of the Corporation completing the proposed Qualifying Transaction;

6. (l) trading in the Common Shares of the Corporation may be halted at other times for other reasons, including for failure by the Corporation to submit documents to the Exchange in the time periods required;

7. (m) if the Corporation does not list the Common Shares on the Exchange prior to the time of closing and does not make an election to be a “public corporation” for purposes of the ITA in the manner contemplated under “Eligibility for Investment”, adverse tax consequences will arise with respect to any Common Shares held in Registered Plans or deferred profit sharing plans (each as defined hereafter under the heading “Eligibility for Investment”);

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

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

10. (p) the Qualifying Transaction may be financed in all or part by the issuance of additional securities by the Corporation and this may result in further dilution to the investor, which dilution may be significant and which may also result in a change of control of the Corporation;

11. (q) subject to prior Exchange acceptance, the Corporation may be permitted to loan or advance up to an aggregate of $250,000 of its proceeds to a target business without requiring shareholder approval and there can be no assurance that the Corporation will be able to recover that loan;

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

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2. (s) The transmission of COVID-19 and efforts to contain its spread have recently resulted in international, national and local border closings, travel restrictions, significant disruptions to business operations, supply chains and customer activity and demand, service cancellations, reductions and other changes, and quarantines, as well as considerable general concern and uncertainty. The impacts of the COVID-19 crisis that may have an effect on the Corporation and its ability to identify and complete a Qualifying Transaction are unknown at this time but could result in material adverse consequences to the Corporation, including delays in completing a Qualifying Transaction, which could in turn require the Corporation to obtain additional financing by issuing shares from treasury, creating dilution for existing shareholders.

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

See “Business of the Corporation”, “Method of Financing Acquisition or Participation Opportunities” and “Directors and Officers”.

LEGAL PROCEEDINGS

There are no actual or, to the knowledge of the Corporation, pending legal proceedings to which the Corporation is or is likely to be a party or of which any of its assets are likely to be subject.

RELATIONSHIP BETWEEN THE CORPORATION AND THE AGENT

The Agent for the Offering is iA Private Wealth Inc. Legal counsel to the Agent is DS Burstall LLP.

The Corporation is not a “related issuer” or “connected issuer” of the Agent as such terms are defined in National Instrument 33-105 - Underwriting Conflicts. The employees, officers and directors of the Agent do not own any Common Shares.

RELATIONSHIP BETWEEN THE CORPORATION AND PROFESSIONAL PERSONS

Certain legal matters relating to the Offering will be passed upon by Chitiz Pathak LLP on behalf of the Corporation. As of the date of this Prospectus, partners and associates of Chitiz Pathak LLP do not own, directly or indirectly, any Common Shares.

As of the date hereof, the partners and associates of DLA Piper (Canada) LLP, tax counsel to the Corporation, do not own, directly or indirectly, any Common Shares.

Wasserman Ramsay Chartered Accountants, auditors of the Corporation, are independent of the Corporation within the meaning of the Code of Professional Conduct of the Chartered Professional Accountants of Ontario.

As of the date hereof, partners and associates of DS Burstall LLP do not own, directly or indirectly, any Common Shares.

AUDITORS, TRANSFER AGENT AND REGISTRAR

The auditor of the Corporation is Wasserman Ramsay Chartered Accountants, 3601 7 Highway E 1008. Markham, ON L3R 0M3.

The Transfer Agent and Registrar for the Common Shares of the Corporation is TSX Trust Company at its Toronto offices located at located at 301 – 100 Adelaide St W Toronto, ON M5H 4H1.

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MATERIAL CONTRACTS

The Corporation has not entered into any contracts material to investors in the Common Shares since incorporation, other than:

• (a) The Agency Agreement. See “Plan of Distribution”.

• (b) The Transfer Agency and Registrar Agreement dated ●, 2021 between the Corporation and the Registrar and Transfer Agent.

• (c) The Escrow Agreement. See “Escrowed Securities”. (d) The Stock Option Plan. See “Options to Purchase Securities”.

Copies of these agreements will be available for inspection at the registered office of the Corporation at 77 King Street West TD North Tower Suite 700, P.O. Box 118. Toronto, Ontario M5K 1G8 and at the office of the Commission during ordinary business hours while the securities offered by this prospectus are in the course of distribution and for a period of 30 days thereafter.

DIVIDEND POLICY

No dividends have been paid on any shares of the Corporation since the date of its incorporation, and it is not contemplated that any dividends will be paid in the immediate or foreseeable future.

INDEBTEDNESS OF DIRECTORS, OFFICERS, PROMOTERS AND OTHERS

No director, officer, or promoter or other member of management of the Corporation, or any Associate or Affiliate of any such person, is or has been indebted to the Corporation.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

The officers, directors and promoter have all acquired Seed Shares and an aggregate number of Common Shares equal to 10% of the number of Common Shares issued and outstanding upon completion of the Offering will be reserved for stock options to be granted to them. See “Options to Purchase Securities”.

ELIGIBILITY FOR INVESTMENT

In the opinion of DLA Piper (Canada) LLP, tax counsel for the Corporation, based on the current provisions of the Income Tax Act (Canada) (the “ Tax Act ”), the regulations thereunder in force as of the date hereof (the “ Regulations ”), all amendments to the Tax Act and Regulations publically announced by the Minister of Finance (Canada) as of the date hereof , provided that the Common Shares are listed on a “designated stock exchange” (which includes the Exchange) or the Corporation elects in the manner and within the time limits prescribed by the Tax Act to be a “public corporation” (as that term is defined in the Tax Act) from the beginning of its first taxation year, the Common Shares will be qualified investments under the Tax Act and the Regulations in effect on the date hereof for trusts governed by registered retirement savings plans, registered retirement income funds, registered education savings plans, registered disability savings plans, tax-free savings accounts (each a “ Registered Plan ”) and deferred profit sharing plans,.

The Common Shares are not currently listed on a designated stock exchange and the Corporation is not currently a “public corporation”, as that term is defined in the Tax Act. If the Common Shares are not listed on the Exchange on the closing of the Offering but become listed on the Exchange prior to the date on which the Corporation must file a tax return under the Tax Act for its first taxation year, the Corporation may make an election in such income tax return to be deemed to have been a “public corporation” for purposes of the Tax Act from the beginning of its first taxation year. If this occurs, the Common Shares will be qualified investments for Registered Plans and deferred profit sharing plans at the closing of the Offering notwithstanding that the Common Shares were not listed on the Exchange at the closing of the Offering The Corporation will provide a covenant in the Agency Agreement to file the public corporation election noted above.

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Notwithstanding that the Common Shares may be a qualified investment for a trust governed by a Registered Plan, the holder, annuitant or subscriber of a Registered Plan (as applicable) will be subject to a penalty tax on the Common Shares held in the Registered Plan, if such shares are a “prohibited investment” for the purposes of the Tax Act.The Common Shares will not be prohibited investments for a Registered Plan provided the holder, annuitant or subscriber thereof deals at arm’s length with the Corporation for the purposes of the Tax Act, and does not have a “significant interest,” as defined in the Tax Act, in the Corporation. In addition, the Common Shares will not be a “prohibited investment” for a Registered Plan if the Common Shares are “excluded property”, as defined in the Tax Act. Holders should consult their own advisors as to whether the Common Shares will be a prohibited investment in their particular circumstances.

OTHER MATERIAL FACTS

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

PURCHASER’S STATUTORY RIGHTS OF WITHDRAWAL AND RECESSION

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

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Crossover Acquisitions Inc.

(A Capital Pool Company)

Financial Statements

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00190305-

CROSSOVER ACQUISITIONS INC.

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (Expressed in Canadian Dollars)

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INDEPENDENT AUDITORS' REPORT

To the Shareholders of Crossover Acquisitions Inc. :

Opinion

We have audited the financial statements of Crossover Acquisitions Inc. (the "Company"), which comprise the statements of financial position as at December 31, 2020 and 2019, and the statements of comprehensive loss and comprehensive loss, changes in shareholders' equity and cash flows for the years then ended and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2020 and 2019, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards (IFRSs).

Basis for Opinion

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

Material Uncertainty Related to Going Concern

We draw attention to Note 1 in the financial statements, which indicates that as of DECEMBER 31, 2020 the Company has not commenced commercial operations and has no assets other than a minimum amount of cash. These events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other information

Management is responsible for the other information. The other information comprises:

• Management’s Discussion and Analysis

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor’s report. We have nothing to report in this regard.

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

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

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

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

Page 1 of 12

Auditor’s Responsibilities for the Audit of the Financial Statements

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

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

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

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

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

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

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

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditor’s report is Kevin Ramsay.

Markham, Ontario August 5, 2021

Chartered Professional Accountants Licensed Public Accountants

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CROSSOVER ACQUISITIONS INC.

(Incorporated under the Laws of the Province of Ontario)

STATEMENTS OF FINANCIAL POSITION

DECEMBER 31, 2020 AND 2019

(Expressed in Canadian Dollars)

ASSETS Current Cash and cash equivalents $ $ LIABILITIES Current: Accounts payable and accrued liabilities $ Deposit received on private placement_(Note 8) SHAREHOLDER'S EQUITY Capital stock(Note 4) Deficit(Page 4)_ $ Nature of Operations - Note 1 Subsequent events - Note 8		2020 10,010 $ 10,010 10,010 $ 6,000 $ 10,000 16,000 10 (6,000) (5,990) 10,010 $		2019 10
				10
				10
				- -
				-
				10 -
				10
				10

Approved on behalf of the board on August 5, 2021 :

"David Mitchell" David Mitchell, Director

The accompanying notes form an integral part of these financial statements

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CROSSOVER ACQUISITIONS INC.

STATEMENT OF LOSS AND COMPREHENSIVE LOSS

FOR THE YEAR ENDED DECEMBER 31, 2020 (Expressed in Canadian Dollars)

Expenses: Professional fees $ Net loss and comprehensive loss for the year $		2020 6,000
		6,000

STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (Expressed in Canadian Dollars)

	Common Shares	Common Shares	Common Shares						Total
				Contributed				Shareholders
	# Shares	$	Amount		Surplus		Deficit	Deficiency
Balance May 27, 2019	100	$	10	$	-	$	-	$	10
Net loss for the year	-		-		-		(6,000)		(6,000)
Balance December 31, 2020 and 2019	100		10		-		(6,000)		(5,990)

The accompanying notes form an integral part of these financial statements

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CROSSOVER ACQUISITIONS INC.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (Expressed in Canadian Dollars)

Cash was provided by (used in) the following activities: Operations: Net loss for the year $ Net change in non-cash working capital balances related to operations Financing: Capital stock - issued for cash Deposit received on private placement_(Note 8)_ Net change in cash during the year Cash, beginning of year Cash, end of year $	Cash was provided by (used in) the following activities: Operations: Net loss for the year $ Net change in non-cash working capital balances related to operations Financing: Capital stock - issued for cash Deposit received on private placement_(Note 8)_ Net change in cash during the year Cash, beginning of year Cash, end of year $	2020 (6,000) $ 6,000 - - 10,000 10,000 10,000 10 10,010 $	2020 (6,000) $ 6,000 - - 10,000 10,000 10,000 10 10,010 $	2019 - -
				-
				10 -
				10
				10 -
				10

The accompanying notes form an integral part of these financial statements

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CROSSOVER ACQUISITIONS INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020 AND 2019

(Expressed in Canadian Dollars)

1. Nature of Operations:

Crossover Acquisitions Inc. (the "Company") is a private company incorporated under the laws of the Province of Ontario on May 27, 2019. The Company was inactive for the period from incorporation until the current fiscal year. The principal business of the Corporation will be the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction ("QT"). The Corporation has not commenced commercial operations and has no assets other than a minimum amount of cash.

These financial statements have been prepared on the basis that the Company will continue as a going concern. The proposed business of the Company and the completion of a QT involves a high degree of risk and there is no assurance that the Company will identify an appropriate business for acquisition or investment, and even if so identified it may not be able to raise funds to finance such an acquisition within the requisite time frame. Additional funds will be required to enable the Company to pursue the acquisition or investment and the Company may be unable to obtain such financing on satisfactory terms. Furthermore, there is no assurance that said acquisition will be profitable. These factors indicate the existence of a material uncertainty that may cast doubt about the Company's ability to continue as a going concern.

2. Significant accounting policies:

(a) Statement of Compliance

These financial statements, including comparatives, have been prepared using accounting policies in compliance with International Financial Reporting Standards (“IFRS”) as issued by the IASB (“International Accounting Standards Board”).These financial statements have been prepared on the basis of IFRS standards that were in effect on December 31, 2020 and 2019. These financial statements were authorized for issue by the Board of Directors on August 5, 2021.

The financial statements have been prepared using the measurement bases specified by IFRS for each type of asset, liability, income and expense. The measurement bases are more fully described in the accounting policies below.

The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, and revenue and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

(b) Basis of Measurement

These financial statements have been prepared on a historical cost basis using the accrual basis of accounting except for cash flow information.

(c) Presentation Currency

The Company's presentation currency and functional currency is the Canadian dollar ("$").

(d) Significant Accounting Judgments and Estimates

The preparation of financial statements requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and notes. By their nature, these estimates, judgments and assumptions are subject to measurement uncertainty and the effect on the financial statements of changes in such estimates in future periods could be material. These estimates are based on historical experience, current and future economic conditions, and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The more significant areas are as follows:

Critical accounting estimates

Deferred income tax assets and liabilities are computed based on differences between the carrying amounts of assets and liabilities on the balance sheet and their corresponding tax values. Deferred income tax assets also result from unused loss carry- forwards and other deductions. The valuation of Deferred income tax assets is adjusted, if necessary, by use of a valuation allowance to reflect the estimated realizable amount.

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CROSSOVER ACQUISITIONS INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020 AND 2019 (Expressed in Canadian Dollars)

Critical accounting judgments

The following accounting policies involve judgments or assessments made by management:

• The determination of categories of financial assets and financial liabilities;

• The determination of a cash-generating unit for assessing and testing impairment.

(e) Cash and Cash Equivalents

Cash and cash equivalents consists of cash, demand deposits and high-interest savings vehicles.

(f) Impairment of Non-Financial Assets

The Company's tangible assets are reviewed for an indication of impairment at each statement of financial position date. If indication of impairment exists, the asset's recoverable amount is estimated. Long-lived assets that are not amortized are subject to an annual impairment assessment.

(g) Share-based Payments

The Company may grant stock options to buy common shares of the Company to directors, officers, employees and services providers. The board of directors grants such options for periods of up to five years, with vesting periods determined at its sole discretion and at prices equal to or greater than the closing market price on the day preceding the date the options were granted.

The fair value of share purchase options granted is recognized as an expense or charged to an asset as appropriate, with a corresponding increase in equity. An individual is classified as an employee when the individual is an employee for legal or tax purposes (direct employee) or provides services similar to those performed by a direct employee.

The fair value for share purchase options granted to employees or those providing services similar to those provided by a direct employee is measured at the grant date and each tranche is recognized using the accelerated method basis over the period during which the share purchase options vest. The fair value of the share purchase options granted is measured using the Black Scholes option pricing model, taking into account the terms and conditions upon which the share purchase options were granted.

The fair value for share purchase options granted to non-employees for services provided is measured at the date the services are received. The fair value of the share purchase options granted is measured at the fair value of the services received, unless the fair value of services received cannot be estimated reliably, in which case the fair value of the share purchase options is measured using the Black Scholes option pricing model, taking into account the terms and conditions upon which the share purchase options were granted.

(h) Income Taxes

Income tax on the profit or loss consists of current and deferred tax. Income tax expense is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.

Current tax expense is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous periods.

Deferred tax assets and liabilities are recognized for deferred tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted or substantively enacted tax rates expected to apply when the asset is realized or the liability settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that substantive enactment occurs.

A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. To the extent that the Company does not consider it probable that a deferred tax asset will be recovered, the deferred tax asset is reduced.

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CROSSOVER ACQUISITIONS INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020 AND 2019

(Expressed in Canadian Dollars)

The following temporary differences do not result in deferred tax assets or liabilities:

• the initial recognition of assets or liabilities, not arising in a business combination, that does not affect accounting or taxable profit;

• goodwill not deductible for tax purposes; and

• investments in subsidiaries, associates and jointly controlled entities where the timing of reversal of the temporary differences can be controlled and reversal in the foreseeable future is not probable.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

(i) Loss per Share

Loss per share is computed by dividing the net loss attributable to common shareholders by the weighted average number of shares outstanding during the period. Diluted loss per share is computed similar to basic loss per share except that the weighted average shares outstanding are increased to include additional shares for the assumed exercise of stock options and warrants, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options and warrants were exercised and that the proceeds from such exercises were used to acquire common stock at the average market price during the reporting periods.

(j) Comprehensive Loss

Comprehensive loss is the change in the Company's net assets that results from transactions, events and circumstances from sources other than the Company's shareholders and includes items that are not included in net profit such as unrealized gains or losses on fair value through other comprehensive income, gains or losses on certain derivative instruments and foreign currency gains or losses related to self-sustaining operations. The Company's comprehensive loss, components of other comprehensive income and cumulative translation adjustments are presented in the consolidated statements of comprehensive loss and the consolidated statements of changes in shareholders equity.

(k) Financial Instruments

The Company does not have any derivative financial instruments.

Financial assets

Financial assets are classified as either financial assets at fair value through profit or loss (“FVTPL”), fair value through other comprehensive income (“FVTOCI”) or amortized cost. The Company determines the classification of financial assets at initial recognition.

Financial assets at Fair-value through profit or loss

Financial instruments classified as fair value through profit and loss are reported at fair value at each reporting date, and any change in fair value is recognized in the statement of operations in the period during which the change occurs. Realized and unrealized gains or losses from assets held at FVPTL are included in losses in the period in which they arise.

Financial assets at Fair-value through other comprehensive income

Financial assets carried at FVTOCI are initially recorded at fair value plus transaction costs with all subsequent changes in fair value recognized in other comprehensive income (loss). For investments in equity instruments that are not held for trading, the Company can make an irrevocable election (on an instrument-by-instrument bases) at initial recognition to classify them as FVTOCI. On the disposal of the investment, the cumulative change in fair value remains in other comprehensive income (loss) and is not recycled to profit or loss.

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CROSSOVER ACQUISITIONS INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020 AND 2019

(Expressed in Canadian Dollars)

Financial assets at amortized cost

Financial assets are classified at amortized cost if the objective of the business model is to hold the financial asset for the collection of contractual cash flows, and the asset’s contractual cash flows are comprised solely of payments of principal and interest. The Company’s accounts receivable are recorded at amortized cost as they meet the required criteria. A provision is recorded based on the expected credit losses for the financial asset and reflects changes in the expected credit losses at each reporting period.

Financial liabilities

Financial liabilities are initially recorded at fair value and subsequently measured at amortized cost, unless they are required to be measured at FVTPL (such as derivatives) or the Company has elected to measure at FVTPL. The Company’s financial liabilities include trade and other payables which are classified at amortized cost.

Impairment

IFRS 9 requires an ‘expected credit loss’ model to be applied which requires a loss allowance to be recognized based on expected credit losses. This applies to financial assets measured at amortized cost. The expected credit loss model requires an entity to account for expected credit losses and changes in those expected credit losses at each reporting date to reflect changes in initial recognition.

Fair value hierarchy:

The Company classifies financial instruments recognized at fair value in accordance with a fair value hierarchy that prioritizes the inputs to the valuation technique used to measure fair value as per IFRS 7. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 – Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The Company has valued all of its financial instruments using Level 1 measurements.

(l) Provisions

A provision is recognised if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance expense (“notional interest”).

Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of economic benefits will be required, the provision is reversed. The Company presently does not have any amounts considered to be provisions.

(m) Accounting Standards Issued but not yet Effective

There are currently no outstanding accounting standards issued but not yet effective that the Company anticipates will have any impact on it.

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CROSSOVER ACQUISITIONS INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020 AND 2019 (Expressed in Canadian Dollars)

3. Capital Management:

The Company’s policy is to attain a strong capital base so as to maintain investor, creditor and market confidence and to sustain the future development of the business. The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risks characteristic of the underlying resource assets. As a Company without an operating business, the Company considers its capital structure to be comprised of working capital only. In order to maintain or adjust the capital structure, the Company will adjust its capital spending to manage current and projected expenditure levels.

The Company has not paid or declared any dividends since the date of its incorporation, nor are any dividends contemplated in the foreseeable future.

The Company does not have any externally imposed capital requirements.

There were no changes in the Company’s approach to capital management during the period.

4. Capital stock:

Authorized:

Unlimited common shares

Issued common shares:

Balance December 31, 2020 and 2019	# shares 100 $		$ value 10

On incorporation the Company issued 100 common shares for $10.

Share based payments:

The Company has a common share purchase option plan (the "Plan") for directors, officers, employees, and consultants. Options granted under the Plan generally have a five-year term. Options are granted at a price no lower than the market price of the common shares at the time of the grant.

No options were granted in the current period and there are no options outstanding as at December 31, 2020 and 2019.

Warrants:

The Company has no warrants outstanding as at December 31, 2020 and 2019.

5. Related party transactions and balances:

The Company's related parties consist of executive officers, directors and significant shareholders.

Related Party Item	2020
Key Management Personnel Share-based payments charged to statement of loss $	-

The above transactions were in the normal course of operations and were measured at the exchange amount, which are the amounts agreed to by the related parties.

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CROSSOVER ACQUISITIONS INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020 AND 2019

(Expressed in Canadian Dollars)

6. Income tax:

The Company has available approximately $6,000 in non-capital loss carry-forwards which can be used to reduce the amount of tax payable in future years. The potential benefit of these losses has not been recognized in these financial statements and will expire if unused as follows:

2040 $ $	6,000
	6,000

The Company's effective corporate tax rate varies from the statutory rate of tax in Canada due to the following factors:

Statutory tax rate Valuation allowance Effective corporate tax rate The Company has the following Deferred income tax assets: Non capital losses $ Valuation allowance Benefit recognized in the financial statements $	2020 % 26.50 (26.50) % - 2020 1,590 (1,590)	2020 % 26.50 (26.50) % - 2020 1,590 (1,590)
		-

7. Financial Risk Management:

Credit Risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. Financial instruments that potentially subject the Company to credit risk consist of cash. The Company’s cash and short term investments is held through large Canadian Financial Institutions. The Company has no significant concentration of credit risk arising from operations. Management believes the risk of loss to be remote.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations associated with financial liabilities in full. The primary source of liquidity is net operating income, which is used to finance working capital and capital expenditure requirements, and to meet the Company's financial obligations associated with financial liabilities.

Additional sources of liquidity are debt and equity financing, which is used to fund additional operating and other expenses and retire debt obligations at their maturity. The Company’s approach to managing liquidity risk is to ensure that it will have sufficient cash to meet liabilities when due. All of the Company’s financial liabilities have contractual maturities of less than one year and are subject to normal trade terms. The Company’s ability to continue operations and fund its business is dependent on management’s ability to secure additional financing. It is anticipated that the Company will continue to rely on equity and debt financing to meet its ongoing working capital requirements.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company does not presently have any interest bearing debt and therefore in management's opinion, is not exposed to any significant interest rate risk.

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CROSSOVER ACQUISITIONS INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020 AND 2019 (Expressed in Canadian Dollars)

Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices and is comprised of currency risk, interest rate risk, and other price risk. The Company currently does not have any financial instruments that would be impacted by changes in market prices.

Fair value of financial instruments

The Company values instruments carried at fair value using quoted market prices, where available. Quoted market prices represent a Level 1 valuation. When quoted market prices are not available, the Company maximizes the use of observable inputs within valuation models. When all significant inputs are observable, the valuation is classified as Level 2. Valuations that require the significant use of unobservable inputs are considered Level 3. Level 3 fair values are based on a number of valuation techniques other than observable market data. There are no level 3 values currently recorded on the balance sheet of the Company.

Fair value through profit and loss Cash Financial liabilities measured at amortized cost Accounts payable and accrued liabilities	Level 2020 2019
	Level 1 10,010 10 Level 1 6,000 -

8. Subsequent event:

In April 2021 the Company issued 4,000,000 founders shares at $0.05 per share for gross proceeds of $200,000. Of the total amount of the offering $10,000 had been received as a deposit as of year end.

In August 2021 the common shares issued on incorporation, being 100 shares issued for $10, were repurchased for $10 and cancelled.

All of the issued and outstanding securities of the Company, after the transactions noted above, being 4,000,000 Common Shares, will be held in escrow pursuant to the requirements of the Exchange. 25% of the escrowed common shares will be released from escrow on the issuance of the Final Exchange Bulletin (the “Initial Release”) and an additional 25% will be released on each of the dates which are 6 months, 12 months and 18 months following the Initial Release.”

The Company has engaged iA Private Wealth Inc. ("iA"), to offer, on a best efforts basis a minimum of 7,500,000 Common Shares and a maximum of 10,000,000 common shares at price of $0.10 per share to the public (the “Offering”) for total gross proceeds of $750,000 under the minimum offering and $1,000,000 under the maximum offering (all before transaction costs). iA will be paid a 10% cash commission and be granted Agents' Warrants equal to 10% of the total number of shares issued pursuant to the Offering at a price of $0.10 per share, and expiring 60 months from the date of listing of the Company's shares. As part of the Offering the Company will also issue options to directors and officers which will entitle the grantees to purchase a number of Common Shares, at $0.05 per share, equal to 10% of the total number of Common Shares that will be outstanding upon completion of the Offering. The proposed prospectus filing will also qualify the distribution of the options and Agents' Warrants described above. Subsequent to year end, the Company advanced $21,300 to Agents of the Offering as an advance against expenses of the proposed Offering.

Page 12 of 12

CROSSOVER ACQUISITIONS INC.

INTERIM CONDENSED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTH PERIOD ENDED JUNE 30, 2021 (Expressed in Canadian Dollars) UNAUDITED - SEE NOTICE TO READER

CROSSOVER ACQUISITIONS INC.

(Incorporated under the Laws of the Province of Ontario)

INTERIM CONDENSED STATEMENT OF FINANCIAL POSITION

JUNE 30, 2021 (Expressed in Canadian Dollars) UNAUDITED

			Jun 30,		Dec 31,
			2021		2020
			(unaudited)		(audited)
ASSETS
Current
Cash and cash equivalents		$	178,710	$	10,010
Prepaid deposit_(Note 8)_			21,300		-
		$	200,010	$	10,010
LIABILITIES
Current:
Accounts payable and accrued liabilities		$	8,500	$	6,000
Deposit received on private placement_(Note 8)_			-		10,000
			8,500		16,000
SHAREHOLDER'S EQUITY
Capital stock_(Note 4)_			200,010		10
Deficit_(Page 4)_			(8,500)		(6,000)
			191,510		(5,990)
		$	200,010	$	10,010
Nature of Operations - Note 1
Subsequent events - Note 8
Approved on behalf of the board on	.:

"David Mitchell" David Mitchell, Director

The accompanying notes form an integral part of these interim condensed financial statements

Page 1 of 7

CROSSOVER ACQUISITIONS INC.

INTERIM CONDENSED STATEMENT OF LOSS AND COMPREHENSIVE LOSS

FOR THE THREE AND SIX MONTH PERIOD ENDED JUNE 30, 2021 (Expressed in Canadian Dollars) UNAUDITED

		Three months	Three months	ended		Six months ended	Six months ended	Six months ended
		June	30			June	30
		2021		2020		2021		2020
Expenses:
Professional fees		2,500		-		2,500		-
Net loss and comprehensive loss for the period	$	2,500	$	-	$	2,500		-
Net loss per share basic and diluted	$	-	$	-	$	-	$	-
Weighted average number of shares basic and diluted		1,555,566		100		1,555,566	$	100.00

INTERIM CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY

FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2021 UNAUDITED (Expressed in Canadian Dollars)

	Common Shares	Common Shares	Common Shares						Total
				Contributed				Shareholders
	# Shares	$	Amount		Surplus		Deficit	Deficiency
Balance May 27, 2019	100	$	10	$	-	$	-	$	10
Net loss for the period	-		-		-		(6,000)		(6,000)
Balance December 31, 2020 and 2019	100		10		-		(6,000)		(5,990)
Common shares issued for cash	4,000,000		200,000		-		-		200,000
Net loss for the period	-		-		-		(2,500)		(2,500)
Balance June 30, 2021	4,000,100	$	200,010	$	-	$	(8,500)	$	191,510

The accompanying notes form an integral part of these interim condensed financial statements

Page 2 of 7

CROSSOVER ACQUISITIONS INC.

INTERIM CONDENSED STATEMENT OF CASH FLOWS

FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2021 (Expressed in Canadian Dollars) UNAUDITED

2021 Cash was provided by (used in) the following activities: Operations: Net loss for the period $ (2,500) $ Net change in non-cash working capital balances related to operations (18,800) (21,300) Financing: Capital stock - issued for cash 200,000 Deposit received on private placement_(Note 8)_ (10,000) 190,000 Net change in cash during the period 168,700 Cash, beginning of period 10,010 Cash, end of period $ 178,710 $	2021 Cash was provided by (used in) the following activities: Operations: Net loss for the period $ (2,500) $ Net change in non-cash working capital balances related to operations (18,800) (21,300) Financing: Capital stock - issued for cash 200,000 Deposit received on private placement_(Note 8)_ (10,000) 190,000 Net change in cash during the period 168,700 Cash, beginning of period 10,010 Cash, end of period $ 178,710 $	2020 - -
		-
		10 10,000
		10,010
		10,010 -
		10,010

The accompanying notes form an integral part of these interim condensed financial statements

Page 3 of 7

CROSSOVER ACQUISITIONS INC.

NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTH PERIOD ENDED JUNE 30, 2021 (Expressed in Canadian Dollars) UNAUDITED

1. Nature of Operations:

Crossover Acquisitions Inc. (the "Company") is a private company incorporated under the laws of the Province of Ontario on May 27, 2019. The Company was inactive for the period from incorporation until the year ended December 31, 2020. The principal business of the Corporation will be the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction ("QT"). The Corporation has not commenced commercial operations and has no assets other than a minimum amount of cash.

These interim condensed financial statements have been prepared on the basis that the Company will continue as a going concern. The proposed business of the Company and the completion of a QT involves a high degree of risk and there is no assurance that the Company will identify an appropriate business for acquisition or investment, and even if so identified it may not be able to raise funds to finance such an acquisition within the requisite time frame. Additional funds will be required to enable the Company to pursue the acquisition or investment and the Company may be unable to obtain such financing on satisfactory terms. Furthermore, there is no assurance that said acquisition will be profitable. These factors indicate the existence of a material uncertainty that may cast doubt about the Company's ability to continue as a going concern.

2. Significant accounting policies:

(a) Statement of Compliance

These condensed interim financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the IASB (“International Accounting Standards Board”) applicable to the preparation of interim financial statements, including International Accounting Standard (“IAS”) 34- Interim Financial Reporting.The accounting policies followed in these condensed interim financial statements are the same as those applied in the audited annual financial statements of the Company for the year ended December 31, 2021.

The policies applied in these interim condensed financial statements are based on IFRS issued and outstanding as of June 30, 2021. Any subsequent changes to IFRS after this date could result in changes to the financial statements for the year ended December 31, 2021.

The condensed interim financial statements do not contain all disclosures required under IFRS and should be read in conjunction with the audited annual financial statements and the notes thereto for Benton Resources Inc. for the year ended June 30, 2020.

The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, and revenue and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

(b) Accounting Standards Issued but not yet Effective

There are currently no outstanding accounting standards issued but not yet effective that the Company anticipates will have any impact on it.

3. Capital Management:

The Company’s policy is to attain a strong capital base so as to maintain investor, creditor and market confidence and to sustain the future development of the business. The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risks characteristic of the underlying resource assets. As a Company without an operating business, the Company considers its capital structure to be comprised of working capital only. In order to maintain or adjust the capital structure, the Company will adjust its capital spending to manage current and projected expenditure levels.

The Company has not paid or declared any dividends since the date of its incorporation, nor are any dividends contemplated in the foreseeable future.

The Company does not have any externally imposed capital requirements.

There were no changes in the Company’s approach to capital management during the period.

Page 4 of 7

CROSSOVER ACQUISITIONS INC.

NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTH PERIOD ENDED JUNE 30, 2021 (Expressed in Canadian Dollars) UNAUDITED

4. Capital stock:

Authorized:

Unlimited common shares

Number of shares Balance as at June 30, 2021 4,000,100 Issued common shares: # shares Balance December 31, 2020 and 2019 100 $ Issued private placement 4,000,000 Balance June 30, 2021 4,000,100 $	Number of shares Balance as at June 30, 2021 4,000,100 Issued common shares: # shares Balance December 31, 2020 and 2019 100 $ Issued private placement 4,000,000 Balance June 30, 2021 4,000,100 $	$ value $ 200,010 $ value 10 200,000	$ value 200,010
		200,010

During the period the Company issued 4,000,000 founders shares at $0.05 per share for gross proceeds of $200,000.

All of the currently issued and outstanding securities of the Company, being 4,000,100 Common Shares, will be held in escrow pursuant to the requirements of the Exchange. 25% of the escrowed common shares will be released from escrow on the issuance of the Final Exchange Bulletin (the “Initial Release”) and an additional 25% will be released on each of the dates which are 6 months, 12 months and 18 months following the Initial Release.”

Share based payments:

The Company has a common share purchase option plan (the "Plan") for directors, officers, employees, and consultants. Options granted under the Plan generally have a five-year term. Options are granted at a price no lower than the market price of the common shares at the time of the grant.

No options were granted in the current period and there are no options outstanding as at June 30, 2021.

Warrants:

The Company has no warrants outstanding as at June 30, 2021.

5. Related party transactions and balances:

The Company's related parties consist of executive officers, directors and significant shareholders.

Related Party Item	2021
Key Management Personnel Share-based payments charged to statement of loss $	-

Of the common shares issued in the period 1,000,1000 common shares for gross proceeds of $50,010 were issued to individuals or corporations that are related to the sole director and officer of the Company..

The above transactions were in the normal course of operations and were measured at the exchange amount, which are the amounts agreed to by the related parties.

Page 5 of 7

CROSSOVER ACQUISITIONS INC.

NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTH PERIOD ENDED JUNE 30, 2021 (Expressed in Canadian Dollars) UNAUDITED

6. Income tax:

The Company has available approximately $8,500 in non-capital loss carry-forwards which can be used to reduce the amount of tax payable in future years. The potential benefit of these losses has not been recognized in these financial statements and will expire if unused as follows:

2041	$	2,500
2040		6,000
	$	8,500

The Company's effective corporate tax rate varies from the statutory rate of tax in Canada due to the following factors:

Statutory tax rate Valuation allowance Effective corporate tax rate	2021 % 26.50 (26.50) % -	2020 % 26.50 (26.50) % -

The Company has the following Deferred income tax assets: Non capital losses $ Valuation allowance Benefit recognized in the financial statements $	The Company has the following Deferred income tax assets: Non capital losses $ Valuation allowance Benefit recognized in the financial statements $	2021 2,253 $ (2,253) - $	2021 2,253 $ (2,253) - $	2020 1,590 (1,590) -

7. Financial Risk Management:

Credit Risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. Financial instruments that potentially subject the Company to credit risk consist of cash. The Company’s cash and short term investments is held through large Canadian Financial Institutions. The Company has no significant concentration of credit risk arising from operations. Management believes the risk of loss to be remote.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations associated with financial liabilities in full. The primary source of liquidity is net operating income, which is used to finance working capital and capital expenditure requirements, and to meet the Company's financial obligations associated with financial liabilities.

Additional sources of liquidity are debt and equity financing, which is used to fund additional operating and other expenses and retire debt obligations at their maturity. The Company’s approach to managing liquidity risk is to ensure that it will have sufficient cash to meet liabilities when due. All of the Company’s financial liabilities have contractual maturities of less than one year and are subject to normal trade terms. The Company’s ability to continue operations and fund its business is dependent on management’s ability to secure additional financing. It is anticipated that the Company will continue to rely on equity and debt financing to meet its ongoing working capital requirements.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company does not presently have any interest bearing debt and therefore in management's opinion, is not exposed to any significant interest rate risk.

Page 6 of 7

CROSSOVER ACQUISITIONS INC.

NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTH PERIOD ENDED JUNE 30, 2021 (Expressed in Canadian Dollars) UNAUDITED

Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices and is comprised of currency risk, interest rate risk, and other price risk. The Company currently does not have any financial instruments that would be impacted by changes in market prices.

Fair value of financial instruments

The Company values instruments carried at fair value using quoted market prices, where available. Quoted market prices represent a Level 1 valuation. When quoted market prices are not available, the Company maximizes the use of observable inputs within valuation models. When all significant inputs are observable, the valuation is classified as Level 2. Valuations that require the significant use of unobservable inputs are considered Level 3. Level 3 fair values are based on a number of valuation techniques other than observable market data. There are no level 3 values currently recorded on the balance sheet of the Company.

Fair value through profit and loss Cash Financial liabilities measured at amortized cost Accounts payable and accrued liabilities Deposit received on private placement	Level 2021 2020
	Level 1 178,710 10,010 Level 1 8,500 6,000 Level 1 - 10,000

8. Subsequent event:

As at June 30, 2021 the Company had incurred expenses associated with the Offering more fully described below totaling $21,300.

In August 2021 the common shares issued on incorporation, being 100 shares issued for $10, were repurchased for $10 and cancelled.

All of the issued and outstanding securities of the Company, after the transaction noted above, being 4,000,000 Common Shares, will be held in escrow pursuant to the requirements of the Exchange. 25% of the escrowed common shares will be released from escrow on the issuance of the Final Exchange Bulletin (the “Initial Release”) and an additional 25% will be released on each of the dates which are 6 months, 12 months and 18 months following the Initial Release.”

The Company has engaged iA Private Wealth Inc. ("iA"), to offer, on a best efforts basis a minimum of 7,500,000 Common Shares and a maximum of 10,000,000 common shares at price of $0.10 per share to the public (the “Offering”) for total gross proceeds of $750,000 under the minimum offering and $1,000,000 under the maximum offering (all before transaction costs). iA will be paid a 10% cash commission and be granted Agents' Warrants equal to 10% of the total number of shares issued pursuant to the Offering at a price of $0.10 per share, and expiring 60 months from the date of listing of the Company's shares. As part of the Offering the Company will also issue options to directors and officers which will entitle the grantees to purchase a number of Common Shares, at $0.05 per share, equal to 10% of the total number of Common Shares that will be outstanding upon completion of the Offering. The proposed prospectus filing will also qualify the distribution of the options and the Agents' Warrants desribed above. As of June 30, 2021 the Company had advanced $21,300 to Agents of the Offeringas an advance against the expenses of the proposed Offering.

Page 7 of 7

CERTIFICATE OF THE CORPORATION

August 9, 2021

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

(signed) “ David Mitchell ” (signed) “ David Mitchell ” David Mitchell David Mitchell Chief Executive Officer Chief Financial Officer

ON BEHALF OF THE BOARD

(signed) “ Matthew Goldman ” (signed) “ Kiernan Lynch ” Matthew Goldman Kiernan Lynch Director Director (signed) “ Lawrence Guy ” (signed) “ Terry Lynch ” Lawrence Guy Terry Lynch Director Director

00465267-16

00465267-6 C-1

CERTIFICATE OF THE AGENT

August 9, 2021

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

iA PRIVATE WEALTH INC. 28 Auriga Drive, Suite 228 Ottawa, Ontario K2E 8A5

Per: (signed) “ Vilma Jones ” Name: Vilma Jones Title: Managing Director and Co-Head of Equity Capital Markets

00465267-15 004652676

C-2