Sigma Lithium — Capital/Financing Update 2023

Nov 15, 2023

No securitiesregulatory authority orregulator has assessed the merits of these securities orreviewed this document. Any representation to the contrary is an offence. This Offering (as defined herein) may not be suitable for you and you should only invest in it if you are willing to risk the loss of your entire investment. In making this investment decision, you should seek the advice of a registered dealer.

These securities have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any of the securities laws of any state of the United States, and may not be offered or sold within the United States or for the account or benefit of U.S. persons or persons in the United States except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This offering document does not constitute an offer to sell, or the solicitation of an offer to buy, any of these securities within the United States or to, or for the account or benefit of, U.S. persons or persons in the United States. "United States" and "U.S. person" have the meanings ascribed to them in Regulation S under the U.S. Securities Act.

Amended and Restated Offering Document under the Listed Issuer Financing Exemption

November 13, 2023

SUMMARY OF OFFERING

What are we offering?

Offering:	NEO isofferingaminimum of8,437,500and a maximum of 15,625,000units(each,a"Unit")oftheCompanypursuant to the listed issuer financing exemption underNational Instrument 45-106 Prospectus Exemptions("NI 45-106")for gross proceedsof up to $5,000,000(the "Offering"). Each Unit consists of one (1) common share inthe capital of the Company (each, a "Common Share") and one (1) non-transferablewarrantto purchase Common Shares(each, a "Warrant"). Each Warrant will entitlethe holder,on exercise, to acquire one additional Common Share at a price of $0.75perCommon Share for a period of twenty-four(24)months from the date of issuance.In the event the daily volume weighted average trading price of the Common Shares onthe TSX Venture Exchange(the "TSXV"), or such other stock exchange where themajority of the trading volume occurs, exceeds $1.00for a period of 15 consecutivetrading days, at the Company's election the period within which the Warrants areexercisable will be reduced and the holders of the Warrants will be entitled to exercisetheir Warrants for a period of 30 days commencing on the day the Company providessuch noticeandany outstanding Warrants not exercised during this30 day period willexpire.
OfferingPrice:	$0.32perUnit.
Offering Amount:	A minimum of 8,437,500Units and a maximum of 15,625,000Units, for minimum grossproceeds of $2,700,000and maximum gross proceeds of $5,000,000.
ClosingDate:	TheOfferingisexpectedtocloseonoraboutNovember 24,2023(the"ClosingDate").

Exchange:	TheCommonSharesarelistedontheTSXVunderthesymbol"NBM" and on theOTCQBunder the symbol"NBMFF".
LastClosingPrice:	OnSeptember 26,2023, thelastclosingpriceoftheCommonSharesontheTSXVwas$0.37and on the OTCQB was US$0.262974.

The Company is conducting a listed issuer financing under section 5A.2 of NI 45-106. In connection with this Offering, NEO represents the following is true:

• NEO has active operations and its principal asset is not cash, cash equivalents or its exchange listing.
• NEO has filed all periodic and timely disclosure documents that it is required to have filed.
• The total dollar amount of this Offering, in combination with the dollar amount of all other offerings made under the listed issuer financing exemption in the 12 months immediately before the date of this offering document, will not exceed $5,000,000.
• NEO will not close this Offering unless NEO reasonably believes it has raised sufficient funds to meet its business objectives and liquidity requirements for a period of 12 months following the distribution.
• NEO will not allocate the available funds from this Offering to an acquisition that is a significant acquisition or restructuring transaction under securities law or to any other transaction for which NEO seeks security holder approval.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This offering document contains "forward-looking information" within the meaning of applicable Canadian securities laws, which is based upon NEO's current internal expectations, estimates, projections, assumptions and beliefs. The forward-looking information included in this offering document is made only as of the date of this offering document. Such forward-looking statements and forward-looking information include, but are not limited to, statements concerning the planned timeline for development and commercialization of NEO's technology, including development timelines and anticipated costs NEO's expectations with respect to the use of proceeds and the use of the available funds following completion of the Offering; the completion of the Offering and the expected Closing Date. Forward-looking statements or forward-looking information relate to future events and future performance and include statements regarding the expectations and beliefs of management based on information currently available to NEO. Such forward-looking statements and forward-looking information often, but not always, can be identified by the use of words such as "plans", "expects", "potential", "is expected", "anticipated", "is targeted", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or the negatives thereof or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved.

Forward-looking statements or forward-looking information are subject to a variety of risks and uncertainties, which could cause actual events or results to differ from those reflected in such forward-looking statements and forwardlooking information, including, without limitation, risks with respect to: NEO's limited operating history upon which an evaluation of NEO and its prospects can be based; NEO's ability to generate profits; NEO's ability to manage growth; the adverse effect of competitors on NEO's operation, strategies and profitability; NEO's ability to successfully develop, protect and commercialize its technology; the operational risks against which NEO may not be insured against or for which insurance is not available; the impact of negative cash flows on NEO's operations and how, if NEO is unable to obtain further financing NEO's business operations may fail; the impact of government regulations that can negatively affect economic justifications and or models; other risks described from time to time in our documents filed with Canadian securities regulatory authorities; and the impact COVID-19 has on NEO's ability to raise capital, successfully develop, and commercialize its technology; the volatility of the capital markets and commodities prices, specifically those related to various battery metals; dilution as a result of future issuances of equity securities; potential conflicts of interest of NEO's directors and officers; adverse impacts on NEO's reported results of operations as a result of adopting new accounting standards or interpretations; changes in accounting

standards and subjective assumptions, estimates and judgments by management related to complex accounting matters; environmental risks; litigation risks; volatility in the price of the Common Shares; potential dilution of present and prospective shareholdings; currency risks; financial reporting standards; and the potential effects of climate change. This list is not exhaustive of the factors that may affect any of NEO's forward- looking statements or forward-looking information.

Forward-looking information includes statements about the future and are inherently uncertain, NEO's actual achievements or other future events or conditions may differ materially from those reflected in the forward-looking information due to a variety of risks, uncertainties and other factors, including, without limitation, those referred to in the Company's continuous disclosure filings available at www.sedarplus.ca. The Company provides no assurance that forward-looking statements or forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements and information. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, NEO disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, changing circumstances, or otherwise.

SUMMARY DESCRIPTION OF BUSINESS

What is Our Business?

NEO is a Canadian battery materials technology company focused on silicon anode materials for lithium-ion batteries in electric vehicles, energy storage, and electronics applications. With a patent-protected, low-cost manufacturing process, NEO enables longer-running and ultra-fast charging batteries compared to existing state-ofthe-art technologies. The Company's silicon anode materials, known as NBMSiDE®, will help accelerate the mass adoption of electric vehicles through the battery's performance innovation and cost reduction.

Silicon is recognized as the sole viable material to resolve both limited driving range and slow charging issues caused by the deficiencies of graphite anodes. The Company aims to become a globally leading producer of silicon anode materials for the electric vehicle and electronics industries. NEO is actively conducting material evaluations with numerous global battery cell manufacturers, EV OEMs, and various companies in the battery supply chain.

Recent Developments

There are no material recent developments in respect of the Company that have not been disclosed in this offering document or in any other document filed by the Company in the 12 months preceding the date of this offering document.

Notably, certain recent developments include:

• On September 5, 2023, the Company received its first purchase order (P.O.) for 400 kilograms by an Asian chemical material company. The purpose is to combine NEO's silicon anodes with the customer's materials to develop composite anodes for commercial lithium-ion batteries. NEO plans to supply over a one-year timeline, delivering gradually optimized samples.
• On August 21, 2023, the Company announced the collaboration advancement with NanoRial Technologies Ltd. through expanding the silicon anode product portfolio and NanoRial's carbon nanotube coatings for NEO's silicon anode materials. Preliminary evaluation to improve silicon battery performance is underway, and the formal partnership named "Project 2N-CSi" will be used to apply to non-dilutive programs in Canada.
• On August 16, 2023, the Company announced the successful validation of performance enhancements from the improved uniform nanocoating innovation for NEO's silicon anodes. New chemical additives and formulations have further strengthened the coating layers to control silicon's volume expansion problem. The best-manufactured samples have demonstrated over a 70% increase in cycle life improvement.
• On July 24, 2023, the Company announced the initial application to a federal-level grant funding of CAD$

1.5 million for an expected project cost of CAD$ 2 million. NEO is actively communicating with provincial government officials, municipalities, and academic institutions to establish a strong Canadian network for NEO's Canada Expansion Strategy.

• On July 19, 2023, the Company announced the acceptance into the expansion R&D facility at Gyeonggi Technopark (GTP) located in Ansan Science Valley (ASV). Positive developments have required largerscale sample production with a greater headcount of battery industry professionals to support precommercialization. GTP operates to help high-tech SMEs on both the economic and technological forefront.
• On May 11, 2023, the Company announced the filing of its 7th and 8th patent regarding silicon anode material properties and manufacturing process. To date, three patents have been issued, and five patents are pending issuance in various jurisdictions. NEO has also established product evaluation pipelines with global battery cell manufacturers, EV automakers, electronics manufacturers, and Asia-Pacific conglomerates to ink advanced agreements.
• On March 6, 2023, the Company announced that Dr. S. G. Kim, a silicon/polymer material and chemical technology development expert, has been appointed as Chief Technology Officer. Dr. Kim served as the Executive Vice President and Head of R&D at Hanwha Solutions' Advanced Material Division, the chemical manufacturing arm of the South Korean conglomerate.
• On February 28, 2023, the Company signed a letter of intent (LOI) with an undisclosed, top U.S. university spin-out company of polymer electrolytes (Developer). The Parties will explore opportunities to integrate the Developer's polymer electrolyte technology into NEO's silicon anode to improve the performance of the battery. The non-flammable characteristic of polymer electrolytes can provide increased safety.
• On December 29, 2022, the Company signed a memorandum of understanding (MOU) with an Asianbased producer of high-purity silicon powder by recycling silicon waste from solar photovoltaic and semiconductor industries. The Recycler's technology holds the potential to reduce silicon input prices by more than 30% for NEO's silicon anode materials.

Material facts

There are no material facts about the securities being distributed that have not been disclosed in this offering document or in any other document filed by NEO in the 12 months preceding the date of this offering document.

What are the business objectives that we expect to accomplish using the available funds?

NEO intends to issue up to 15,625,000 Units for gross proceeds of up to $5,000,000 under the Offering as a listed issuer financing pursuant to section 5A.2 of NI 45-106. The business objective of NEO is to ensure that, at a minimum, the Company will have positive working capital for a period of 12 months following the distribution, to further develop demonstration systems for developing silicon anode materials for batteries in electric vehicles and for general corporate purposes.

USE OF AVAILABLE FUNDS

What will our available funds be upon the closing of the Offering?

The expected total available funds to NEO following completion of the Offering is estimated to be approximately $•.

		AssumingMinimumOffering	AssumingMaximumOffering
A	AmounttoberaisedbythisOffering	$2,700,000	$5,000,000
B	fees(1)Sellingcommissionsand	$189,000	$350,000
C	EstimatedOfferingcosts(e.g.,legal,accounting,audit)	$50,000	$50,000
D	NetproceedsofOffering:D=A–(B+C)	$2,461,000	$4,600,000
E	Workingcapitalasatmostrecentmonthend(deficiency)	$8,600	$55,770
F	Additionalsourcesoffunding	$0	$0
G	Totalavailablefunds:G=D+E+F	$2,469,600(1)	$4,655,770(1)

Note:

(1) The estimated selling commissions and fees assume that all subscribers to the Offering were introduced by a finder. For additional details, see "Fees and Commissions".

How will we use the available funds?

Descriptionofintendeduseofavailablefundslistedinorderofpriority	AssumingMinimumOffering	AssumingMaximumOffering
Advancement and developmentof silicon anode materials for use inbatteries(1)lithium-ion	$1,400,000	$2,400,000
months(2)GeneralandAdministrativeexpensesoverthenext12	$975,000	$1,800,000
Unallocatedworkingcapital	$94,600	$455,770
Total	$2,469,600	$4,655,770

Notes:

(2) General and administrative expenses are expected to include salaries, professional fees, rent, travel expenses, fees related to investor and governmental relations and general and administration expenditures.

The above noted allocation of capital and anticipated timing represents NEO's current intentions based upon its present plans and business condition, which could change in the future as its plans and business conditions evolve. Although NEO intends to spend the proceeds from the Offering as set forth above, there may be circumstances where, for sound business reasons, a reallocation of funds may be deemed prudent or necessary and may vary materially from that set forth above, as the amounts actually allocated and spent will depend on a number of factors, including NEO's ability to execute on its business plan. See the "Cautionary Statement Regarding Forward- Looking Information" section above.

The most recent audited annual financial statements and interim financial report of the Company included a going concern note. NEO is still focusing on the development of silicon anode active materials for batteries to be used in the electric vehicle industry, and the Company has not yet generated positive cash flows from its operating activities, which may cast doubt on the Company's ability to continue as a going concern. The Offering is intended to permit the Company to continue to achieve its business objectives, and is not expected to affect the decision to include a going concern note in the next annual financial statements of the Company.

How have we used the other funds we have raised in the past 12 months?

1401-0145-2550, v. 1

(1) Funds allocated to the advancement and development of silicon anodes are expected to optimize the electrochemical performance and cost-effectiveness of NEO's materials and manufacturing process, respectively. Moreover, these funds as capital expenditures are anticipated to increase capacity for silicon anode sample production and testing at Gyeonggi Technopark in Ansan Science Valley. Funds allocated will also be used to increase the headcount of research engineers to expand overall productivity towards striking advanced agreements with global electric vehicle supply chain parties.

NEO has not raised other funds in the past 12 months.

FEES AND COMMISSIONS

Who are the dealers or finders that we have engaged in connection with this Offering, if any, and what are their fees?

NEO has not engaged any dealers or finders in connection with this Offering. The Company may compensate certain finders with a cash commission of up to 7% of the aggregate gross proceeds raised from the Offering and issue finders' warrants equivalent to 7% of the total Units subscribed under the Offering.

PURCHASERS' RIGHTS

Rights of Action in the Event of a Misrepresentation

If there is a misrepresentation in this offering document, you have a right:

• (a) to rescind your purchase of these securities with NEO, or
• (b) to damages against NEO and may, in certain jurisdictions, have a statutory right to damages from other persons.

These rights are available to you whether or not you relied on the misrepresentation. However, there are various circumstances that limit your rights. In particular, your rights might be limited if you knew of the misrepresentation when you purchased the securities.

If you intend to rely on the rights described in paragraph (a) or (b) above, you must do so within strict time limitations.

You should refer to any applicable provisions of the securities legislation of your province or territory for the particulars of these rights or consult with a legal adviser.

ADDITIONAL INFORMATION

Where can you find more information about us?

Security holders can access the Company's continuous disclosure filings on SEDAR at www.sedarplus.ca. under the Company's profile.

For further information regarding NEO visit our website at: https://neobatterymaterials.com

Investors should read this offering document and consult their own professional advisors to assess the income tax, legal, risk factors and other aspects of their investment of Units.

APPENDIX A

ACKNOWLEDGEMENTS, COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

Each purchaser of the Units (the "Purchaser) makes, and is deemed to make, the following acknowledgements, covenants, representations and warranties to the Company, as at the date hereof, and as of the closing date which will take place on or about October 31, 2023:

• (a) the Purchaser is resident in the jurisdiction disclosed to the Company and the Purchaser was solicited to purchase in such jurisdiction;

• (b) the Purchaser has not received, nor has the Purchaser requested, nor does the Purchaser have any need to receive, any prospectus, sales or advertising literature, offering memorandum or any other document (other than an annual or interim report, financial statements or any other document, other than an offering memorandum, the content of which is prescribed by statute or regulation) describing or purporting to describe the business and affairs of the Company which has been prepared for delivery to, and review by, prospective purchasers in order to assist them in making an investment decision in respect of the purchase of the Units pursuant to the Offering;

• (c) the Purchaser has relied only upon publicly available information relating to the Company and not upon any verbal or written representation as to fact, and the Purchaser acknowledges that the Company has not made any written representations, warranties or covenants in respect of such publicly available information except as set forth in this Offering Document. Without limiting the generality of the foregoing, except as may be provided herein, no person has made any written or oral representation to the Purchaser that any person will re-sell or re-purchase the Units or refund any of the purchase price of the Units, or that the Units will be listed on any exchange or quoted on any quotation and trade reporting system, or that application has been or will be made to list any such security on any exchange or quote the security on any quotation and trade reporting system, and no person has given any undertaking to the Purchaser relating to the future value or price of the Units;

• (d) legal counsel retained by the Company is acting as counsel to the Company and not as counsel to the Purchaser and the Purchaser may not rely upon such counsel. The Purchaser should obtain independent legal and tax advice as it considers appropriate in connection with the performance of this Offering Document and the transactions contemplated under this Offering Document, and that the Purchaser is not relying on legal or tax advice provided by the Company or its counsel;

• (e) the Purchaser acknowledges that:

  • (i) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Offering;
  • (ii) there is no government or other insurance covering the Offering;
  • (iii) there are risks associated with the purchase of the Offering;

• (f) the Company has advised the Purchaser that the Company is relying on an exemption from the requirements to provide the Purchaser with a prospectus and to sell the Units through a person or company registered to sell securities under applicable securities laws and, as a consequence of acquiring the Units pursuant to this exemption, certain protections, rights and remedies provided by the applicable securities laws, including statutory rights of rescission or damages, will not be available to the Purchaser and the Purchaser may not receive information that would otherwise be required to be given; and

• (g) the Purchaser either (A) is not an "insider" of the Company or a "registrant" (each as defined under applicable securities laws of Ontario) or (B) has identified itself to the Company as either an "insider" or a "registrant" (each as defined under applicable securities laws of Ontario);

• (h) if the Purchaser is:

• (i) a corporation, the Purchaser is duly incorporated and is validly subsisting under the laws of its jurisdiction of incorporation and has all requisite legal and corporate power and authority to subscribe for the Units pursuant to the terms set out in this Offering Document;

• (ii) a partnership, syndicate or other form of unincorporated organization, the Purchaser has the necessary legal capacity and authority to subscribe for the Units pursuant to the terms set out in this Offering Document and has obtained all necessary approvals in respect thereof; or

• (iii) an individual, the Purchaser is of the full age of majority and is legally competent to subscribe for the Units pursuant to the terms set out in this Offering Document;

• (i) the subscription for the Units and the completion of the transactions described herein by the Purchaser will not result in any material breach of, or be in conflict with or constitute a material default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a material default under any term or provision of the constating documents, bylaws or resolutions of the Purchaser if the Purchaser is not an individual, the applicable securities laws or any other laws applicable to the Purchaser, any agreement to which the Purchaser is a party, or any judgment, decree, order, statute, rule or regulation applicable to the Purchaser;

• (j) the Purchaser is not purchasing the Units with knowledge of any material fact or material change about the Company that has not been generally disclosed and the decision of the Purchaser, to acquire Units has not been made as a result of any oral or written representation as to fact or otherwise made by, or on behalf of, the Company or any other person and is based entirely upon the Offering Document;

• (k) the Purchaser is aware that the Units have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or the securities laws of any state of the United States and that the Units may not be offered, sold or otherwise disposed of, directly or indirectly, in the United States, any state or territory of the United States or the District of Columbia, without registration under the U.S. Securities Act and all applicable state securities laws or compliance with the requirements of an exemption from such registration and it acknowledges that the Company has no obligation or present intention of filing a registration statement under the U.S. Securities Act in respect of the sale or resale of the Units;

• (l) the funds representing the aggregate subscription funds which will be advanced by the Purchaser to the Company hereunder, as applicable, will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the "PCMLTFA") or for the purposes of the United States Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act, as may be amended from time to time (the "PATRIOT Act") and the Purchaser acknowledges that the Company may in the future be required by law to disclose the Purchaser's name and other information relating to the Purchaser's subscription of the Units, on a confidential basis, pursuant to the PCMLTFA and the PATRIOT Act, and that, to the best of its knowledge: (i) none of the subscription funds to be provided by the Purchaser (A) have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada, the United States or any other jurisdiction; or (B) are being tendered on behalf of a person who has not been identified to the Purchaser; and (ii) it will promptly notify the Company if the Purchaser discovers that any of such representations ceases to be true, and to provide the Company with appropriate information in connection therewith;

• (m) neither the Company, nor any of their respective directors, employees, officers, affiliates or agents has made any written or oral representations to the Purchaser: (i) that any person will resell or repurchase the Units; (ii) that any person will refund all or any part of the purchase price of the shares acquired by the Purchaser; or (iii) as to the future price or value of the Units;

• (n) if required by applicable securities laws or the Company, the Purchaser will execute, deliver and file or assist the Company in filing such reports, undertakings and other documents with respect to the issue and/or sale of the Units as may be required by any securities commission, stock exchange or other regulatory authority;

• (o) the Purchaser has obtained all necessary consents and authorities to enable it to agree to subscribe for the Units pursuant to the terms set out in this Offering Document and the Purchaser has otherwise observed all applicable laws, obtained any requisite governmental or other consents, complied with all requisite formalities and paid any issue, transfer or other taxes due in any territory in connection with the purchase of the Units and the Purchaser has not taken any action which will or may result in the Company acting in breach of any regulatory or legal requirements of any territory in connection with the Offering or the Purchaser's subscription;

• (p) the Purchaser is purchasing the Units for investment purposes only and not with a view to resale or distribution; and

• (q) the Purchaser acknowledges that certain fees and commissions may be payable by the Company in connection with the Offering.

APPENDIX B INDIRECT COLLECTION OF PERSONAL INFORMATION

Indirect Collection of Personal Information

By purchasing the Units, the Purchaser acknowledges that the Company and their respective agents and advisers may each collect, use and disclose the Purchaser's name and other specified personally identifiable information (including his, her or its name, jurisdiction of residence, address, telephone number, email address and aggregate value of the Units that it has purchased) (the "Information"), for purposes of (i) meeting legal, regulatory, stock exchange and audit requirements and as otherwise permitted or required by law or regulation, and (ii) issuing ownership statements issued under a direct registration system or other electronic book-entry system, or certificates that may be issued, as applicable, representing the Units to be issued to the Purchaser. The Information may also be disclosed by the Company to: (i) stock exchanges, (ii) revenue or taxing authorities and (iii) any of the other parties involved in the Offering, including legal counsel, and may be included in record books in connection with the Offering. The Purchaser is deemed to be consenting to the disclosure of the Information.

By purchasing the Units the Purchaser acknowledges (A) that Information concerning the Purchaser will be disclosed to the relevant Canadian securities regulatory authorities and may become available to the public in accordance with the requirements of applicable securities and freedom of information laws and the Purchaser consents to the disclosure of the Information; (B) the Information is being collected indirectly by the applicable Canadian securities regulatory authorities under the authority granted to them in securities legislation; and (C) the Information is being collected for the purposes of the administration and enforcement of the applicable Canadian securities legislation; and by purchasing the Units, the Purchaser shall be deemed to have authorized such indirect collection of personal information by the relevant Canadian securities regulatory authorities.

The Purchaser may contact the following public official in the applicable province with respect to questions about the commission's indirect collection of such Information at the following address, telephone number and email address (if any):

Alberta Securities Commission

Suite 600, 250 – 5th Street SW Calgary, Alberta T2P 0R4 Telephone: 403-297-6454 Toll free in Canada: 1-877-355-0585 Facsimile: 403-297-2082 Public official contact regarding indirect collection of information: FOIP Coordinator

British Columbia Securities Commission

P.O. Box 10142, Pacific Centre 701 West Georgia Street Vancouver, British Columbia V7Y 1L2 Inquiries: 604-899-6854 Toll free in Canada: 1-800-373-6393 Facsimile: 604-899-6581 Email: FOI-privacy@bcsc.bc.ca Public official contact regarding indirect collection of information: FOI Inquiries

The Manitoba Securities Commission

500 – 400 St. Mary Avenue Winnipeg, Manitoba R3C 4K5 Telephone: 204-945-2561 Toll free in Manitoba: 1-800-655-5244 Facsimile: 204-945-0330 Public official contact regarding indirect collection of information: Director

Financial and Consumer Services Commission (New Brunswick)

85 Charlotte Street, Suite 300 SaintJohn, New Brunswick E2L 2J2 Telephone: 506-658-3060 Toll free in Canada: 1-866-933-2222 Facsimile: 506-658-3059 Email: info@fcnb.ca Public official contact regarding indirect collection of information: Chief Executive

Officer and Privacy Officer Government of Newfoundland and Labrador Financial Services Regulation Division

P.O. Box 8700 Confederation Building 2nd Floor, West Block Prince Philip Drive St. John's, Newfoundland and Labrador A1B 4J6 Attention: Director of Securities Telephone: 709-729-4189 Facsimile: 709-729-6187 Public official contact regarding indirect collection of information: Superintendent of Securities

Nova Scotia Securities Commission

Suite 400, 5251 Duke Street Duke Tower P.O. Box 458 Halifax, Nova Scotia B3J 2P8 Telephone: 902-424-7768 Facsimile: 902-424-4625 Public official contact regarding indirect collection of information: Executive Director

Ontario Securities Commission

20 Queen Street West, 22nd Floor Toronto, Ontario M5H 3S8 Telephone: 416-593-8314 Toll free in Canada: 1-877-785-1555 Facsimile: 416-593-8122 Email: exemptmarketfilings@osc.gov.on.ca Public official contact regarding indirect collection of information: Inquiries Officer

Prince Edward Island Securities Office

95 Rochford Street, 4th Floor Shaw Building P.O. Box 2000 Charlottetown, Prince Edward Island C1A 7N8 Telephone: 902-368-4569 Facsimile: 902-368-5283 Public official contact regarding indirect collection of information: Superintendent of Securities

Financial and Consumer Affairs

Authority of Saskatchewan Suite 601 - 1919 Saskatchewan Drive Regina, Saskatchewan S4P 4H2 Telephone: 306-787-5842 Facsimile: 306-787-5899 Public official contact regarding indirect collection of information: Director

Autorité des Marchés Financiers

800, Square Victoria, 22e étage C.P. 246, Tour de la Bourse Montréal, Québec H4Z 1G3 Telephone: 514 395-0337 or 1 877 525-0337 Facsimile: 514 864-6381 Public official contact regarding indirect collection of information: Secrétaire générale

CERTIFICATE OF THE COMPANY

This offering document, together with any document filed under Canadian securities legislation on or after November 13, 2023, contains disclosure of all material facts about the securities being distributed and does not contain a misrepresentation.

November 13, 2023

"Spencer Huh" "Nancy Zhao"

Spencer Huh President, Chief Executive Officer and Director

Nancy Zhao Chief Financial Officer