Silverco Mining - Capital/Financing Update 2021

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

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 May 25, 2021

ANKH CAPITAL INC. (a capital pool company)

Minimum Offering: $500,000 or 5,000,000 Common Shares Maximum Offering: $1,000,000 or 10,000,000 Common Shares

Price: $0.10 per Common Share

The purpose of this offering (the " Offering ") is to provide Ankh Capital Inc. (the " Corporation ") with a minimum of funds with which to identify and evaluate businesses or assets with a view to completing a Qualifying Transaction (as hereinafter defined). Any proposed Qualifying Transaction must be approved by the TSX Venture Exchange 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 hereafter defined, in accordance with Exchange Policy 2.4 – Capital Pool Companies (the " CPC Policy "). The Corporation is a Capital Pool Company (" CPC "). It has not commenced commercial operations and has no assets other than a minimum amount of cash and deferred offering costs. Except as specifically contemplated in the CPC Policy, until the Completion of a Qualifying Transaction, the Corporation will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing a proposed Qualifying Transaction. See "Business of the Corporation" and "Use of Proceeds".

This Offering is being conducted on a commercially reasonable efforts basis by PI Financial Corp. (the " Agent ") in the Provinces of British Columbia, Alberta, Saskatchewan and Ontario and consists of a minimum of 5,000,000 common shares (the " Common Shares ") of the Corporation (the " Minimum Offering ") and a maximum of 10,000,000 Common Shares (the " Maximum Offering ") at a price of $0.10 per Common Share (the " Offering Price ") for total gross proceeds to the Corporation of a minimum of $500,000 and a maximum of $1,000,000. The Offering Price was determined by negotiation between the Corporation and the Agent. All funds received from subscriptions for Common Shares will be held by the Agent pursuant to the terms of the Agency Agreement, as hereinafter defined. If the minimum subscription is not raised within 90 days of the issuance of a receipt for the final prospectus or such other time as may be consented to by persons or companies who subscribed within that period, all subscription monies will be returned to subscribers without interest or deduction, unless the subscribers have otherwise instructed the Agent.

Pursuant to the Agency Agreement, the Agent, and any sub-agents as the Agent may direct, will be granted a non-transferable option to purchase the number of Common Shares (the " Agent's Option ") equal to 10% of offered securities sold at a price of $0.10 per Agent's Share (as hereinafter defined), and expiring 60 months from the date the Corporation's shares are listed on the Exchange (being 500,000 Agent's Options if the Minimum Offering is subscribed for and 1,000,000 Agent's Options if the Maximum Offering is subscribed for). The grant of the Agent's Option is qualified under this prospectus. See "Agency Agreement and Agent's Compensation". In addition, and subject to regulatory approval, the Corporation intends to grant incentive stock options to directors and officers of the Corporation to purchase a number of Common Shares equal to 10% of issued and outstanding Common Shares following the Offering (being 10,620,000 Common Shares issued and outstanding assuming the Minimum Offering and 15,620,000 Common Shares issued and outstanding assuming the Maximum Offering is subscribed for) at $0.10 per Common Share

(the " Share Options "). The options are expected to be granted on the Closing Date and will be exercisable for five years from the Closing Date. See "Options to Purchase Securities" and "Plan of Distribution". The grant of these options is also qualified under this prospectus. See "Options to Purchase Securities".

Per Common Share Minimum Offering Maximum Offering(3)	Price to Public $0.10 $500,000 $1,000,000	Agent's Commission(1) $0.01 $50,000 $100,000	Proceeds to Corporation(2)
			$0.09 $450,000 $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 the Agent's Option, allowing it to purchase 500,000 Common Shares if the Minimum Offering is sold and 1,000,000 Common Shares if the Maximum Offering is sold, 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 Option is qualified for distribution under this Prospectus (as hereinafter defined). 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 Option may be sold prior to Completion of a Qualifying Transaction and the remaining 50% may only be sold after Completion of a Qualifying Transaction. The Agent will be reimbursed for its expenses and legal fees incurred pursuant to this Offering, plus disbursements and taxes and will also receive an administration fee of $10,000 (plus applicable taxes thereon). See "Plan of Distribution".

(2) Before deducting the costs of this issue, including listing and filing fees, the Agent's expenses, legal fees disbursements and taxes payable thereon, the Agent's administration fee, the Corporation's legal fees, audit fees and expenses, 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 Option; and (ii) the Share Options to be granted to officers and directors of the Corporation at the closing of this Offering, which shall entitle the grantees to purchase a number of Common Shares, at a price of $0.10 per Common Share, equal to 10% of the number of Common Shares that will be outstanding upon completion of this Offering (being 10,062,000 Common Shares issued and outstanding if the Minimum Offering is subscribed for, and 15,620,000 Common Shares issued and outstanding if the Maximum Offering is subscribed for). See "Options to Purchase Securities".

Market for Securities

There is no market through which the Common Shares offered by this Prospectus may be sold and purchasers may not be able to resell the Common Shares purchased under this Prospectus. This may affect the pricing of the Common Shares in the secondary market, the transparency and availability of trading prices, the liquidity of the Common Shares, 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, Aequitas NEO Exchange Inc., Alternative Investment Market of the London Stock Exchange or the PLUS Markets Group plc, a U.S. marketplace, or a marketplace outside of Canada and the United States of America.

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

Other than the initial distribution of the Common Shares pursuant to this Prospectus, the grant of the Agent's Option and the grant of the Share Options to the directors and officers of the Corporation, trading in all securities of the Corporation is prohibited during the period between the date the receipt for this preliminary prospectus is issued by the securities regulatory authorities and the time the Common Shares are listed for trading 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.

iii

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".

Upon completion of this Offering, purchasers will suffer an immediate dilution (based on the gross proceeds from this and prior issues without deduction of selling and related expenses) per Common Share of approximately $0.026 or 26%, assuming completion of the Minimum Offering and $0.018 or 18%, assuming completion of the Maximum Offering. Furthermore, where the Qualifying Transaction is financed by the issuance of shares from the Corporation's treasury, control of the Corporation may change and shareholders may suffer further dilution of their investment.

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.

The Corporation has not commenced commercial operations and has no assets other than cash and deferred offering costs. 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. Until the 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.

The Corporation has only limited funds with which to identify and evaluate a potential Qualifying Transaction which receives Exchange approval and in the case of a Non-Arm's Length Qualifying Transaction, Majority of the Minority Approval of the Corporation's shareholders; however, there can be no assurance that the Corporation will successfully complete a Qualifying Transaction. Further, even if a proposed Qualifying Transaction is identified, there can be no assurance that the Corporation will be able to complete the transaction. The Qualifying Transaction may be financed in whole, or in part, by the issuance of additional securities by the Corporation and this may result in further dilution to investors.

The Corporation has commenced the process of identifying potential acquisitions, but to date, the Corporation has not identified any potential acquisitions. The Corporation may determine that current markets, terms of acquisition, or pricing conditions make such potential acquisitions uneconomic. The Corporation may find that even if the terms of a potential acquisition are economic, the Corporation may not be able to finance such acquisition and additional funds may be required.

A Qualifying Transaction may involve the acquisition of a business located outside of Canada and, as such, investors should be aware that it may be difficult or may not be possible to effect service or notice to commence legal proceedings upon any directors, officers and experts outside of Canada and that it may not be possible to enforce against such persons or the Corporation, judgments obtained in Canadian courts predicated upon the civil liability provisions of applicable securities laws in Canada.

In the event that the management of the Corporation resides out 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.

The Corporation will be in competition with other entities, some of which may have greater resources than the Corporation.

Neither the Exchange, nor any securities regulatory authority, passes upon the merits of any proposed Qualifying Transaction.

The Corporation's directors, officers and Control Persons (as hereinafter defined), and their Associates (as hereinafter defined), and Affiliates (as hereinafter defined), as a group, beneficially own, control or have direction over, directly or indirectly, 2,000,000 Common Shares, which represents 35.6% of the issued and outstanding Common Shares before giving effect to this Offering and 18.8% of the issued and outstanding Common Shares after giving effect to this Offering, assuming completion of the Minimum Offering and 12.8% of the issued and outstanding Common Shares after giving effect to this Offering, assuming completion of the Maximum Offering.

The directors and officers of the Corporation will only devote a portion of their time to the business and affairs of the Corporation, and they are and will be engaged in other projects or businesses such that conflicts of interest may arise from time to time.

As a result of these factors, the Offering is suitable only to investors who are willing to rely solely on the 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 "Dilution", "Business of the Corporation", "Directors and Officers", "Use of Proceeds", and "Risk Factors".

Maximum Investment

Pursuant to the CPC Policy, 75% of the offering is restricted such that no purchaser of Common Shares is permitted to directly or indirectly purchase more than 2% of the Common Shares sold under this prospectus, being 100,000 Common Shares based on the Minimum Offering and 200,000 Common Shares based on the Maximum Offering. In addition, the maximum number of Common Shares that may directly or indirectly be purchased by that purchaser, together with any Associates (as hereinafter defined) or Affiliates (as hereinafter defined) of that purchaser, is 4% of the Common Shares sold under this prospectus, being 200,000 Common Shares based on the Minimum Offering and 400,000 Common Shares based on the Maximum Offering.

Receipt of Subscriptions

Subscriptions will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. It is expected that share certificates for the Common Shares evidencing the Common Shares in definitive form will be available for delivery on the Closing Date 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.

PI Financial Corp., as Agent, conditionally offers these Common Shares, on a commercially reasonable efforts basis, if, as and when subscriptions are accepted by the Corporation, subject to prior sale, in accordance with the terms and conditions of the Agency Agreement referred to under "Plan of Distribution" and subject to the approval of certain legal matters by Dentons Canada LLP, on behalf of the Corporation, and by Burstall LLP, on behalf of the Agent.

PI Financial Corp.

666 Burrard Street, #1900

Vancouver, BC V6C 3N1

Telephone: 1-800-810-7022

GLOSSARY ........................................................................................................................................................ 3 PROSPECTUS SUMMARY ................................................................................................................................ 9 THE CORPORATION ....................................................................................................................................... 12 BUSINESS OF THE CORPORATION ............................................................................................................. 12 Preliminary Expenses ................................................................................................................................... 12 Proposed Operations Until Completion of a Qualifying Transaction ............................................................ 12 Method of Financing ...................................................................................................................................... 12 Criteria for a Qualifying Transaction ............................................................................................................. 12 REGULATORY AND SHAREHOLDER APPROVAL ....................................................................................... 13 Filings and Shareholder Approval of a Non-Arm's Length Qualifying Transaction ....................................... 13 Initial Listing Requirements ........................................................................................................................... 14 Trading Halts, Suspensions and Delisting .................................................................................................... 14 Refusal of Qualifying Transaction ................................................................................................................. 15 USE OF PROCEEDS ....................................................................................................................................... 16 Proceeds and Principal Purposes ................................................................................................................. 16 Permitted Use of Funds ................................................................................................................................ 17 Restrictions on Use of Proceeds ................................................................................................................... 18 Private Placements for Cash......................................................................................................................... 19 Prohibited Payments to Non-Arm's Length Parties ....................................................................................... 19 PLAN OF DISTRIBUTION ................................................................................................................................ 19 Agency Agreement and Agent's Compensation ........................................................................................... 19 Commercially Reasonable Efforts Offering ................................................................................................... 20 Other Securities to be Distributed ................................................................................................................. 20 Determination of Price ................................................................................................................................... 20 Listing Application ......................................................................................................................................... 20 Subscriptions by and Restrictions on the Agent ........................................................................................... 20 Restrictions on Trading ................................................................................................................................. 21 DESCRIPTION OF THE SECURITIES DISTRIBUTED ................................................................................... 21 Common Shares ........................................................................................................................................... 21 CAPITALIZATION ............................................................................................................................................. 22 OPTIONS TO PURCHASE SECURITIES ........................................................................................................ 22 PRIOR SALES .................................................................................................................................................. 24 ESCROWED SECURITIES .............................................................................................................................. 24 Escrowed Securities on Qualifying Transaction............................................................................................ 26 PRINCIPAL SHAREHOLDERS ........................................................................................................................ 27 OFFICERS, DIRECTORS AND PROMOTERS ............................................................................................... 28 Name, Municipality, Occupation, Security Holding and Involvement with Other Reporting Issuers ............. 28 Corporate Cease Trade Orders or Bankruptcies .......................................................................................... 30 Penalties or Sanctions .................................................................................................................................. 30 Personal Bankruptcies .................................................................................................................................. 30 Conflicts of Interest ....................................................................................................................................... 31 EXECUTIVE COMPENSATION ....................................................................................................................... 31 DILUTION ......................................................................................................................................................... 32 RISK FACTORS ............................................................................................................................................... 32 LEGAL PROCEEDINGS ................................................................................................................................... 34 INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ....................................... 34 RELATIONSHIP BETWEEN THE CORPORATION AND THE AGENT .......................................................... 34 RELATIONSHIP BETWEEN THE CORPORATION AND PROFESSIONAL PERSONS ................................ 35 AUDITOR, TRANSFER AGENT AND REGISTRAR ........................................................................................ 35 MATERIAL CONTRACTS ................................................................................................................................ 35 DIVIDEND POLICY .......................................................................................................................................... 35 ELIGIBILITY FOR INVESTMENT ..................................................................................................................... 35 PURCHASERS' STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION ........................................... 36 FINANCIAL STATEMENTS ............................................................................................................................ F-1 CERTIFICATE OF THE CORPORATION ...................................................................................................... C-1 CERTIFICATE OF THE AGENT .................................................................................................................... C-2

CERTIFICATE OF THE PROMOTER ............................................................................................................ C-3

GLOSSARY

" $ " means the lawful currency of Canada.

" Affiliate " means a company that is affiliated with another company as described below:

A company is an "Affiliate" of another company if:

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

A company is "controlled" by a Person if:

(a) voting securities of the company are held, other than by way of security only, by or for the benefit of that Person; and
(b) the voting securities, if voted, entitle the Person to elect a majority of the directors of the company.

A Person beneficially owns securities that are beneficially owned by:

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

" Agency Agreement " means the agency agreement dated [●] between the Corporation and the Agent.

" Agent " means PI Financial Corp., at its office in the City of Vancouver, British Columbia.

" Agent's Option " means the non-transferable option to be granted by the Corporation to the Agent entitling the Agent to purchase Agent's Shares in an amount equal to 10% of the number of Common Shares sold pursuant to the Offering at an exercise price of $0.10 per Agent's Share, expiring 60 months from the date of listing of the Common Shares on the Exchange.

" Agent's Share " means Common Shares acquired upon exercise of the Agent's Option.

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

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

(a) identifies assets or a business to be acquired which would reasonably appear to constitute Significant Assets and the acquisition of which would reasonably appear to constitute a Qualifying Transaction;
(b) identifies the parties to the Qualifying Transaction;
(c) identifies the consideration to be paid for the Significant Assets or otherwise identifies the means by which the consideration will be determined; and
(d) identifies the conditions to any further formal agreements to complete the transaction, and

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

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

(a) an Issuer of which the Person beneficially owns or controls, directly or indirectly, voting securities entitling him to more than 10% of the voting rights attached to all outstanding voting securities of the Issuer;
(b) any partner of the Person;
(c) any trust or estate in which the Person has a substantial beneficial interest or in respect of which the Person serves as trustee or in a similar capacity; and
(d) in the case of a Person who is an individual:
(i) that Person's spouse or child; or
(ii) any relative of that Person or of his spouse who has the same residence as that person;

but:

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

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

" Commissions " means, collectively, the British Columbia Securities Commission, the Alberta Securities Commission, the Financial and Consumer Affairs Authority of Saskatchewan and the Ontario Securities Commission.

" Common Shares " means the common shares in the share capital of the Corporation.

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

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

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

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

" CPC " means a corporation:

(a) that has filed and obtained a receipt for a preliminary CPC prospectus from one or more of the Commissions in compliance with the CPC Policy; and
(b) in regard to which the Final Exchange Bulletin has not yet been issued.

" CPC Filing Statement " means the filing statement of the CPC prepared in accordance with Form 3B2, which provides full, true and plain disclosure of all material facts relating to the CPC and the Significant Assts.

" CPC Information Circular " means the information circular of the CPC prepared in accordance with application securities laws and Form 3B1, which provides full, true and plain disclosure of all material acts relating to the CPC and the Significant Assets.

" CPC Policy " means Policy 2.4 of the Exchange's Corporate Finance Manual .

" Disclosure Document " means the CPC Filing Statement or the CPC information Circular, as the case may be.

" Escrow Agreement " means the escrow agreement dated [●] among the Corporation, Odyssey Trust Company and certain shareholders of the Corporation.

" Exchange " or " TSXV " means the TSX Venture Exchange Inc.

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

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

" initial public offering " or " IPO " means a transaction that involves an Issuer issuing securities from its treasury pursuant to its first prospectus.

" Insider " if used in relation to an Issuer, means:

(a) a director or senior officer of the Issuer;
(b) a director or senior officer of the company that is an Insider or subsidiary of the Issuer;
(c) a Person that beneficially owns or controls, directly or indirectly, voting shares carrying more than 10% of the voting rights attached to all outstanding voting shares of the Issuer; or
(d) the Issuer itself if it holds any of its own securities.

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

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

(a) Non-Arm's Length Parties to the CPC;
(b) Non-Arm's Length Parties to the Qualifying Transaction; and

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

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

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

" Members' Agreement " means the members' agreement among the Exchange and each Person who, from time to time, is accepted as and becomes a Member of the Exchange under the Exchange requirements.

" NEX " means the market on which former Exchange and Toronto Stock Exchange Issuers that do not meet Exchange continued listing requirements for Tier 2 Issuers may continue to trade.

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

" Non-Arm's Length Party " means:

(a) in relation to a company, a promoter, officer, director, other Insider or Control Person of that company (including an Issuer) and any Associates or Affiliates of any of such Persons; and
(b) in relation to an individual, means any Associate of the individual or any company of which the individual is a promoter, officer, director, Insider or Control Person.

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

" Offering " means the offering of a minimum of 5,000,000 and a maximum of 10,000,000 Common Shares in accordance with the terms of this Prospectus.

" Person " means a company or individual.

" Principal " means:

(a) a Person who acted as a promoter of the Issuer within two years or their respective Associates or Affiliates before the IPO prospectus or 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 20% holder - a Person that holds securities carrying more than 20% of the voting rights attached to the Issuer's outstanding securities immediately before and immediately after the Issuer's IPO or immediately after the Final Exchange Bulletin for non-IPO transactions; and
(d) a 10% holder - a Person that:

(i) holds securities carrying more than 10% of the voting rights attached to the Issuer's outstanding securities immediately before and immediately after the Issuer's IPO or immediately after the Final Exchange Bulletin for non-IPO transactions; and
(i) has elected or appointed, or has the right to elect or appoint, one or more directors or senior officers of the Issuer or any of its material operating subsidiaries.

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

A company, more than 50% held by one or more Principals will be treated as a Principal and in calculating this percentage, securities of the entity that may be issued to the Principals under outstanding convertible securities are to be included in both the Principals' securities of the entity and the total securities of the entity outstanding.

A Principal's spouse and their relatives that live at the same address as the Principal will also be treated as Principals.

" Pro Group " means:

(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; and
(d) the Exchange 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 Exchange determines that:
(i) the Person is an affiliate or associate of the Member is acting at arm's length of the Member;
(ii) the associate or affiliate has a separate corporate and reporting structure;
(iii) there are sufficient controls on information flowing between the Member and the associate or affiliate; and
(iv) the Member maintains a list of such excluded Persons.

" Prospectus " means this disclosure document of the Corporation required to be prepared in connection with a public offering of Common Shares, which document complies with the form and content requirements of a prospectus as promulgated under applicable securities laws.

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

" Related Party Transaction " has the meaning ascribed to that term under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions , together with the Companion Policy 61-101CP, and includes a related party transaction that is determined by the Exchange, to be a Related Party Transaction. The Exchange may deem a transaction to be a Related Party Transaction where the transaction involves NonArm's Length Parties, or other circumstances exist which may compromise the independence of the Corporation with respect to the transaction.

" Resulting Issuer " means the Issuer that was formerly a CPC that exists upon issuance of the Final Exchange Bulletin.

" SEDAR " means System for Electronic Document Analysis and Retrieval.

" Seed Shares " means securities issued before an Issuer's IPO.

" Share Option(s) " means options to be granted at the completion of the Offering to directors and officers of the Corporation which options entitle the holders to purchase a number of Common Shares equal to 10% of issued and outstanding Common Shares following the Offering (being 1,062,000 options assuming the Minimum Offering and 1,562,000 options assuming the Maximum Offering) at $0.10 per Common Share and which option may be exercised for a period of five years from the date of grant.

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

" Sponsor " means a Member that meets the criteria specified in Policy 2.2 of the Exchange's Corporate Finance Manual which has an agreement with an Issuer to undertake the functions of sponsorship as required by that policy and various other Exchange policies.

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

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

PROSPECTUS SUMMARY

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

Business of the The principal business of the Corporation will be the identification and Corporation: evaluation of assets or businesses with a view to completing a Qualifying Transaction. The Corporation has not commenced commercial operations and has no assets other than a minimum amount of cash and deferred offering costs. See "Business of the Corporation". Offering: A minimum of 5,000,000 Common Shares of the Corporation and a maximum of 10,000,000 Common Shares are being offered under this Prospectus at $0.10 per Common Share in British Columbia, Alberta, Saskatchewan and Ontario. In addition, the Prospectus will qualify the distribution to the Agent of the Agent's Option (being an option to acquire 10% of the number of Common Shares sold under this Offering, or 500,000 Common Shares if the Minimum Offering is subscribed for and 10,000,000 Common Shares if the Maximum Offering is subscribed for 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 Prospectus will also qualify options to purchase a number of Common Shares equal to 10% of issued and outstanding following the Offering (being 1,062,000 options assuming the Minimum Offering and 1,562,000 options assuming the Maximum Offering) at $0.10 per Common Share to be granted to the officers and directors of the Corporation. The options are expected to be granted on the Closing Date and will be exercisable for five years from the Closing Date. See "Options to Purchase Securities" and "Plan of Distribution". Use of Proceeds: The net proceeds of the Offering and prior sales by the Corporation of Common Shares will be a minimum of $636,000 and a maximum of $1,066,000 (after deduction of the costs of prior sales of $5,000, the Agent's commission of $50,000 (Minimum Offering) and $100,000 (Maximum Offering), and the Offering costs and expenses estimated at $90,000 exclusive of the Agent's commission . The net proceeds of this Offering plus the proceeds from prior sales 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. The Corporation may not have sufficient funds to secure such businesses or assets once identified and evaluated and additional funds may be required. See "Use of Proceeds", "Business of the Corporation" and "Risk Factors". Management and Roger E. Milad CEO, CFO and Director Directors: T. Barry Coughlan Director D. Richard Skeith Director

The Prospectus will also qualify options to purchase a number of Common Shares equal to 10% of issued and outstanding following the Offering (being 1,062,000 options assuming the Minimum Offering and 1,562,000 options assuming the Maximum Offering) at $0.10 per Common Share to be granted to the officers and directors of the Corporation. The options are expected to be granted on the Closing Date and will be exercisable for five years from the Closing Date. See "Options to Purchase Securities" and "Plan of Distribution".

Escrowed Securities:

Risk Factors:

All of the currently issued and outstanding Common Shares of the Issuer, being 5,620,000 Common Shares, and all of the Share Options, will be deposited pursuant to the terms of the Escrow Agreement and will be released from escrow in stages over a period of up to 18 months after the date of the Final Exchange Bulletin. See "Escrowed Securities".

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 rely entirely on the directors and management of the Corporation and can afford to risk the loss of their entire investment.

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.

The Corporation will be in competition with other entities with greater resources.

The Exchange will generally suspend trading in the Common Shares or delist the Corporation in the event that the Exchange has not issued a Final Exchange Bulletin in respect of the Qualifying Transaction until all filing requirements of the Exchange have been satisfied, which includes the submission of a Sponsorship Acknowledgment Form, where the Qualifying Transaction is subject to sponsorship. Neither the Exchange, nor any securities regulatory authority, passes upon the merits of any proposed Qualifying Transaction.

If the Corporation does not list the Common Shares on the Exchange prior to the time of closing, adverse tax consequences will arise with respect to any Common Shares held in a Deferred Plan (as defined under the heading "Eligibility for Investment").

The directors and officers of the Corporation will only devote a portion of their time to the business and affairs of the Corporation and they are and will be engaged in other projects or businesses such that conflicts of interest may arise from time to time.

See "Corporate Structure", "Dilution", "Business of the Corporation", "Use of Proceeds", and "Risk Factors".

THE CORPORATION

Ankh Capital Inc. was incorporated on November 30, 2020 by Certificate of Incorporation issued pursuant to the provisions of the Business Corporations Act (British Columbia) under the name "Ankh Capital Inc.".

The head office and registered office of the Corporation are located at 20[th] Floor, 250 Howe Street, Vancouver, BC V6C 3R8.

BUSINESS OF THE CORPORATION

Preliminary Expenses

As at the date hereof, the Corporation has incurred or accrued preliminary expenses with respect to the incorporation and organization of the Corporation of approximately $5,000 plus applicable taxes.

A portion of the proceeds of the Offering will be used to satisfy the obligations of the Corporation related to the Offering, including expenses consisting of filing and Exchange fees, fees of the Agent, Agent's counsel, legal counsel and auditors. See "Use of Proceeds".

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. The Corporation currently intends to pursue a Qualifying Transaction with a high growth momentum company, but there is no assurance that this will, in fact, be the business sector of a proposed Qualifying Transaction or of the Corporation following the Completion of a Qualifying Transaction. See "Use of Proceeds".

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 "Private Placement for Cash" and "Restrictions on Use of Proceeds", the funds raised pursuant to this Offering and any subsequent financing will be utilized only for the identification and evaluation of potential Qualifying Transactions and not for any deposit, loan or direct investment in a potential acquisition.

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

Method of Financing

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

Criteria for a Qualifying Transaction

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 cashflow 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.

REGULATORY AND SHAREHOLDER APPROVAL

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 a Qualifying Transaction, and be prepared in accordance with the CPC Policy and Exchange Form 3B1/Form 3B2.

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

(a) where Shareholder approval of the Qualifying Transaction is not required, the Issuer must file the final CPC Filing Statement or Prospectus on SEDAR at least seven business days prior to:
(i) the resumption of trading in the securities of the Resulting Issuer following the Completion of the Qualifying Transaction, if the securities of the Issuer are halted from trading; or

(ii) the Completion of the Qualifying Transaction, if the securities of the Issuer are not halted from trading;
(b) where Shareholder approval is required and is to be obtained at a meeting of Shareholders, the Issuer will file on SEDAR and mail to its Shareholders the notice of meeting, the CPC Information Circular and form of proxy, together with any other required documents; and
(c) where Shareholder approval is required and is to be obtained by written consent, the Issuer will file on SEDAR the final Disclosure Document.

If required by the Exchange, the Issuer will retain a Sponsor, who must be a Member of the Exchange or a Participating Organization of the Toronto Stock Exchange, and who will be required to submit to the Exchange a Sponsor Report prepared in accordance with the Policies of the Exchange. The Issuer 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:

(i) confirmation of Shareholder approval of the Qualifying Transaction, if required;
(ii) confirmation of closing of the Qualifying Transaction; and
(iii) all post-meeting or final documentation, as applicable, otherwise required to be filed with the Exchange pursuant to the CPC Policy.

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

Initial Listing Requirements

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

Trading Halts, Suspensions and Delisting

The Exchange will generally halt trading in the Common Shares from the date of the public announcement of an Agreement in Principle until all filing requirements of the Exchange have been satisfied, which includes the submission of a Sponsorship Acknowledgment Form where the Qualifying Transaction is subject to sponsorship. In addition, 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 a 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.

If the Corporation has not completed a Qualifying Transaction within the timeframe prescribed by the CPC Policy, it may apply for listing on NEX (the market on which former Exchange and Toronto Stock Exchange issuers that do not meet the minimum listing requirements for Tier 2 issuers may continue to trade) rather than be delisted. In order to be eligible to list on NEX the Corporation must:

(a) obtain majority shareholder approval for the transfer to NEX exclusive of the votes of NonArm's Length Parties of the Corporation; and
(b) either:
(i) cancel all Seed Shares purchased by Non-Arm's Length Parties to the Corporation at a discount to the IPO price, in accordance with section 11.2(a) of the CPC Policy, as if the Corporation had delisted from the Exchange; or
(ii) subject to majority shareholder approval, cancel an amount of the Seed Shares purchased by Non-Arm's Length Parties to the Corporation so that the average cost of the remaining Seed Shares is at least equal to the IPO price.

If the Corporation lists on NEX, it must continue to comply with all the requirements and restrictions of the CPC Policy.

Refusal of Qualifying Transaction

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

(a) the Resulting Issuer fails to satisfy the applicable Initial Listing Requirements of the Exchange;
(b) the aggregate number of securities of the Resulting Issuer owned, directly or indirectly, by:
(i) Member firms of the Exchange;
(ii) registrants, unregistered corporate finance professionals, employee shareholders and partners of such Member firm; and
(iii) Associates of any such person,

collectively, would exceed 20% of the issued and outstanding securities of the Resulting Issuer;

(c) the Resulting Issuer will be a financial institution, finance company, finance issuer or mutual fund, as defined in the securities legislation;
(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
(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 were $281,000. The expenses and costs of the prior sales of Common Shares are $5,000. The aggregate gross proceeds expected to be received by the Corporation from the sale of Common Shares offered by this Prospectus assuming the Minimum Offering is subscribed for will be $500,000 and assuming the Maximum Offering is subscribed for will be $1,000,000, less costs of this issue. The costs of this issue are estimated at $140,000 assuming the Minimum Offering is subscribed for, and $190,000 assuming the Maximum Offering is subscribed for, inclusive of the Agent's commission, filing costs, exchange fees, administration fees and legal fees. Accordingly, the estimated funds to be available to the Corporation will be $636,000 assuming the Minimum Offering is subscribed for and $1,066,000 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 Cash proceeds to be raised pursuant to this Offering	Minimum Offering $281,000 $(5,000) $500,000	Maximum Offering $281,000 $(5,000) $1,000,000
Expenses and costs associated with this Offering(2) Estimated funds available (on completion of Offering) Funds available for identifying and evaluating assets or business prospects(3)(4) Estimated general and administrative expenses until Completion of a Qualifying Transaction	$140,000 $636,000 $586,000 $50,000	$190,000 $1,066,000 $1,016,000 $50,000

Notes:

(1) See "Prior Sales".

(2) Includes Agent's commissions, fees and expenses, legal fees, audit fees and listing fees.

(3) In the event the Agent exercises the Agent's Options and the directors or officers exercise their Share Options, there will be available to the Corporation an additional $156,200 in the case of the Minimum Offering or $256,200 in the case of the Maximum Offering, which will be added to the working capital of the Corporation. There is no assurance that any of these Agent's Options or Share Options will be exercised.

(4) In the event that the Corporation enters into an Agreement in Principle prior to spending all of its funds 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 a Qualifying Transaction.

The net proceeds of the Offering together with the proceeds from prior sales of Common Shares 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. The Corporation may not have sufficient funds to secure such businesses or assets once identified and evaluated and additional funds may be required.

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

The proceeds from this Offering and any prior sale of Common Shares, after deducting the expenses associated with this Offering, will only be sufficient to identify and evaluate a finite number of assets and businesses, and additional funds may be required to 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 "Prohibited Payments to Non-Arm's Length Parties", "Private Placements for Cash," and "Finder's Fees", the gross proceeds realized from the sale of all securities issued by the Issuer will be used by the Issuer only to identify and evaluate assets or businesses and obtain shareholder approval, if applicable, for a proposed Qualifying Transaction, including expenses such as:

(a) reasonable expenses relating to the Issuer's IPO, including:
(i) fees for legal services and audit services relating to the preparation and filing of this Prospectus;
(ii) agent's fees, costs and commissions; and
(iii) printing costs, including printing of this Prospectus and share certificates;
(b) reasonable general and administrative expenses of the Issuer (not exceeding in aggregate $3,000 per month), including:
(i) office supplies, office rent and related utilities;
(ii) equipment leases;
(iii) fees for legal services; and
(iv) fees for accounting and advisory services;
(c) reasonable expenses relating to a proposed Qualifying Transaction, including:
(i) valuations or appraisals;
(ii) business plans;
(iii) feasibility studies and technical assessments;
(iv) sponsorship reports;
(v) geological reports;
(vi) financial statements;
(vii) fees for legal services; and
(viii) fees for accounting, assurance and audit services;
(d) agents' and finders' fees, costs and commissions;
(e) assurance and audit fees of the Issuer;

(f) escrow agent and transfer agent fees of the Issuer; and
(g) regulatory filing fees of the Issuer.

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

(i) the Qualifying Transaction is not a Non-Arm's Length Qualifying Transaction;
(ii) the Qualifying Transaction has been announced in a comprehensive news release;
(iii) due diligence with respect to the Qualifying Transaction is well underway;
(iv) if applicable, a Sponsor has been engaged or the sponsorship requirement has been waived;
(v) the loan has been announced in a new release at least 15 days prior to the date of any such loan; and
(vi) the total amount of all deposits, advances and loans from the Issuer does not exceed a maximum of $250,000 in aggregate unless the aggregate amount advanced from the Issuer to the Target Company or the Vendor(s) does not represent more than 20% of the working capital of the Issuer.

Restrictions on Use of Proceeds

For greater certainty, no permitted expenditures which are not included as "Permitted Uses of Funds", listed above, include:

(a) listing and filing fees (including SEDAR fees);
(b) other costs for the issuance of securities (including legal, accounting and audit expenses) relating to the preparation and filing of this Prospectus; and
(c) administrative and general expenses of the Corporation, including:
(i) office supplies, office rent and related utilities;
(ii) printing costs (including the printing of this Prospectus and share certificates);
(iii) equipment leases; and
(iv) fees for legal advice and audit expenses, other than those described above under "Permitted Use of Funds".

No proceeds will be used to acquire or lease a vehicle.

Private Placements for Cash

After the closing of the Offering and until the Completion of a Qualifying Transaction, the Corporation will not issue any securities unless written acceptance of the Exchange is obtained before issuance. Prior to the Completion of a Qualifying Transaction, the Exchange generally will not accept a private placement by the Corporation where the gross proceeds raised from the issuance of securities both prior to and pursuant to the Offering, together with any proceeds anticipated to be raised upon closing of the private placement, will exceed $10,000,000. 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 "Restrictions on Use of Proceeds", the Corporation has not made, and until the Completion of a 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 a 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 reimburse a Non-Arm's Length Party to the Corporation for reasonable expenses for office supplies, office rent and related utilities, equipment leases (excluding vehicle leases), and legal services (provided that neither the lawyer providing the legal services nor any member of the law firm providing the services is a promoter of the Corporation or in the case of a law firm, no member of the firm owns greater than 10% of the outstanding Common Shares of the Corporation), and the Corporation may also reimburse a Non-Arm's Length Party to the Corporation for reasonable out-ofpocket 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 a Qualifying Transaction.

PLAN OF DISTRIBUTION

Agency Agreement and Agent's Compensation

Pursuant to the Agency Agreement, the Corporation has appointed the Agent as its agent to offer for sale on a commercially reasonable efforts basis to the public between 5,000,000 and 10,000,000 Common Shares as provided in this Prospectus, at a price of $0.10 per Common Share, for gross proceeds of between $500,000 and $1,000,000, subject to the terms and conditions contained in the Agency Agreement. The Agent will receive a commission of 10% of the aggregate gross proceeds of the Offering. In addition, the Corporation will pay to the Agent an administration fee of $10,000 (plus applicable taxes thereon) and will reimburse the Agent for its reasonable legal fees, disbursements, expenses and taxes payable thereon.

The Corporation has also agreed to grant the Agent's Options to the Agent which constitute nontransferable options to purchase the equivalent of 10% of the aggregate number of Common Shares sold pursuant to the Offering, being 500,000 Common Shares in the case of the Minimum Offering and 1,000,000 Common Shares in the case of the Maximum Offering, at a price of $0.10 per Common Share which Agent's Options may be exercised for a period of 60 months from the date the Common Shares are listed on the Exchange.

The Agent's Options are qualified for distribution under this Prospectus. Not more than 50% of the Common Shares received on the exercise of the Agent's Option may be sold by the Agent prior to the Completion of a Qualifying Transaction. The remaining 50% may be sold after the Completion of a Qualifying Transaction. The Agent has agreed to use its commercially reasonable 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. The obligations of the Agent under the Agency Agreement may be terminated at its discretion on the basis of its assessment of the state of financial markets and may also be terminated on the occurrence of certain events as provided in the Agency Agreement.

Commercially Reasonable Efforts Offering

The total Offering consists of between 5,000,000 and 10,000,000 Common Shares for gross proceeds of between $500,000 and $1,000,000. Under the CPC Policy, 75% of the Offering is restricted such that no purchaser of the Common Shares is permitted to purchase more than 2% of the Offering, being 100,000 Common Shares in the case of the Minimum Offering and 200,000 Common Shares in the case of the Maximum Offering. In addition, the maximum number of Common Shares permitted to be purchased by that purchaser together with any Associates or Affiliates of that purchaser is 4% of the Offering, being 200,000 Common Shares in the case of the Minimum Offering and 400,000 Common Shares in the case of the Maximum Offering. The funds received from the Offering will be held by the Agent and will not be released until $500,000 has been received by the Agent. Minimum subscriptions of 5,000,000 Common Shares for $500,000 must be raised within 90 days from the date of the receipt for the final prospectus, or such other time as may be consented to by 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 Prospectus also qualifies the Share Options to purchase a number of Common Shares equal to 10% of issued and outstanding following the Offering (being 1,062,000 Share Options assuming the Minimum Offering is subscribed for and 1,562,000 Share Options assuming the Maximum Offering is subscribed for) at $0.10 per Common Share to be granted to the officers and directors of the Corporation. The Share Options are expected to be granted on the Closing Date and will be exercisable for five years from the Closing Date. See "Options to Purchase Securities" and "Plan of Distribution".

Determination of Price

The Offering Price was determined by negotiation between the Corporation and the Agent.

Listing Application

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

Subscriptions 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 or any Associate or Affiliate of the Agent have subscribed for Common Shares of the Corporation as of the date of this Prospectus.

The aggregate number of Common Shares permitted to be owned directly or indirectly by such participants is 20% of the issued and outstanding Common Shares of the Corporation exclusive of Common Shares reserved for issuance at a future date.

Until Completion of a Qualifying Transaction, the aggregate number of Common Shares permitted to be owned directly or indirectly by the Aggregate Pro Group, including participants referred to above, is 20% of the issued 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 Policy 3.2 of the Exchange's Corporate Finance Manual . Such participants are permitted to subscribe for Common Shares pursuant to this Offering, subject to (a) compliance with any applicable client priority rule; and (b) the restrictions applicable to all purchasers to the Offering described under "Plan of Distribution – Commercially Reasonable Efforts Offering and Minimum Distribution".

Restrictions on Trading

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

DESCRIPTION OF THE SECURITIES DISTRIBUTED

Common Shares

The Corporation is authorized to issue an unlimited number of Common Shares without nominal or par value of which, as at the date hereof, 5,620,000 Common Shares are issued and outstanding as fully paid and non-assessable. There are no other shares of any class issued and outstanding. A minimum of 5,000,000 Common Shares and a maximum of 10,000,000 Common Shares are reserved for issuance under this Prospectus. In addition, 500,000 Common Shares in the event the Minimum Offering is subscribed, or 1,000,000 Common Shares in the event the Maximum Offering is subscribed, as the case may be, are reserved for issuance upon the exercise of the Agent's Options.

Subject to regulatory approval, a number of Common Shares equal to 10% of issued and outstanding following the Offering (being 1,062,000 Common Shares assuming the Minimum Offering is subscribed for and 1,562,000 Common Shares assuming the Maximum Offering is subscribed for) are reserved for issuance upon the exercise of the Share Options.

All of the Common Shares to be outstanding on completion of this Offering will be fully paid and nonassessable. See "Prior Sales", "Plan of Distribution" and "Options to Purchase Securities".

The holders of Common Shares are entitled to dividends, if, as and when declared by the board of directors, to notice of, attend and one vote per share at, meetings of the shareholders of the Corporation and, upon liquidation, subject to the rights, privileges, restrictions and conditions attaching to any other class of shares of the Corporation, to share on a pro-rata basis according to the number of Common Shares held, in the remaining property of the Corporation.

CAPITALIZATION

		Outstanding				Amount to
		as of the Date				be
		of the Most				Outstanding
		Recent			Amount to be	upon
		Balance		Outstanding	Outstanding	Completion
		Sheet		as at	upon	of the
		Contained in		the Date of	Completion of	Maximum
	Amount	this		this	the Minimum	Offering
Capital	Authorized	Prospectus(1)		Prospectus	Offering(2)(3)(4)	(5)(6)(7)
Common	Unlimited	$275,000		$281,000	$781,000	$1,281,000
Shares		5,500,000		5,620,000	10,620,000	15,620,000
		(common		(common	(common	(common
		shares)		shares)	shares)	shares)
Preferred	Unlimited	Nil	Nil	Nil	Nil	Nil
Shares
Long Term	Nil	Nil	Nil	Nil	Nil	Nil
Debt

Notes:

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

(2) Excluding up to 1,062,000 Common Shares issuable at $ 0.10 per share, expiring five years from the date of being granted, pursuant to Share Options to be granted to directors and officers of the Corporation.

(3) Excluding up to 500,000 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 Option. See "Plan of Distribution".

(4) Funds estimated to be available on completion of the Offering amount to $636,000 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 1,562,000 Common Shares issuable at $0.10 per share, expiring five years from the date of being granted, pursuant to Share Options to be granted to directors and officers of the Corporation.

(6) Excluding up to 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 Option. See "Plan of Distribution".

(7) Funds estimated to be available on completion of the Offering amount to $1,066,000 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 Share Options to purchase up to 1,062,000 Common Shares to be granted in the event the Minimum Offering is subscribed for and up to 1,562,000 Common Shares if the Maximum Offering is subscribed for, are to be granted after closing of this Offering to directors and officers pursuant to the Corporation's employee stock option plan (the " Option Plan ") and are qualified for distribution pursuant to this Prospectus.

Pursuant to the Option Plan, immediately after closing this Offering, the board of directors of the Corporation intends to grant the Share Option as follows:

Optionee Roger E. Milad T. Barry Coughlan D. Richard Skeith	Number of Common Shares Under Option if Minimum Offering Subscribed 354,000 354,000 354,000	Number of Common Shares Under Option if Maximum Offering Subscribed 520,667 520,667 520,666	Exercise Price Per Common Share $0.10 $0.10 $0.10	Expiry Date from Grant Five years from date of grant Five years from date of grant Five years from date of grant
Total	1,062,000	1,562,000

Pursuant to the terms of the Agency Agreement, upon closing this Offering, the Corporation will issue the Agent's Options to the Agents as follows:

Optionee The Agent	Number of Common Shares Under Option if Minimum Offering Subscribed 500,000	Number of Common Shares Under Option if Maximum Offering Subscribed 1,000,000	Exercise Price Per Common Share $0.10	Expiry Date from Listing Date
				60 months

The Agent's Options to be granted immediately after closing this Offering and the Agent's Option (subject to regulatory approval) is qualified for distribution pursuant to this Prospectus.

The board of directors of the Corporation may from time to time, in its discretion, and in accordance with the Exchange requirements, grant to directors and officers of the Corporation, non-transferable options to purchase Common Shares, provided that the number of Common Shares reserved for issuance will not exceed 10% of the 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 at the time of the closing of the Offering. The number of Common Shares reserved for issuance to technical consultants will not exceed 2% of the issued and outstanding Common Shares at the time of the closing of the Offering. Options may not be granted to investor relations service providers. The exercise price of any options cannot be less than the greater of $0.10 and the Discounted Market Price (as defined in the Exchange's Corporate Finance Manual ). Options may be exercised the greater of 12 months after the Completion of a Qualifying Transaction and 90 days following cessation of the optionee's position with the Corporation, provided that if the cessation of office or directorship 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 a Qualifying Transaction, must be deposited in escrow and will be subject to escrow until the Final Exchange Bulletin is issued. See "Escrow Securities".

PRIOR SALES

Since the date of incorporation of the Corporation, 5,620,000 Common Shares have been issued and are currently outstanding as follows.

Date February 24, 2021 March 6, 2021	Number of Common Shares 5,500,000 120,000	Issue Price Per Share $0.05 $0.05	Aggregate Issue Price $275,000 $6,000	Consideration Received
				Cash Cash

Notes:

(1) These Common Shares are being held in escrow. See "Escrowed Securities".

(2) All of these shares are being held in escrow. See "Escrowed Securities".

Since the date of incorporation of the Corporation, 120,000 Common Shares have been issued to members of the Aggregate Pro Group.

ESCROWED SECURITIES

All of the Common Shares issued prior to this Offering at a price below $0.10 per Common Share, all of the Common Shares that may be acquired by Non-Arm's Length Parties of the Corporation either under the Offering or otherwise prior to Completion of a Qualifying Transaction, and all of the Common Shares acquired by the Aggregate Pro Group prior to this Offering will be deposited with Odyssey Trust Company pursuant to the Escrow Agreement.

All Common Shares acquired on exercise of stock options prior to the Completion of a 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 a 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 also be escrowed.

The following table sets out, as at the date hereof, the number of Common Shares of the Corporation, which will be held in escrow.

Shareholder Roger E. Milad T. Barry Coughlan D. Richard Skeith Kenneth Tangen Bryson Goodwin Janet Warkentin Glenn Molson(4)	Number of Common Shares Escrowed 1,000,000 200,000 800,000 100,000 400,000 200,000 100,000	Percentage of Common Shares of the Corporation Prior to Giving Effect to the Offering 17.79% 3.56% 14.23% 1.78% 7.12% 3.56% 1.78%	Percentage of Common Shares of the Corporation After Giving Effect to the Minimum Offering(1) 9.42% 1.88% 7.53% 0.94% 3.77% 1.88% 0.94%	Percentage of Common Shares of the Corporation After Giving Effect to the Maximum Offering(1)
				6.40% 1.28% 5.12% 0.64% 2.56% 1.28% 0.64%

Shareholder John Oness Brian Farrell Clive Brookes Harry Barr Bo Ling(4) Ingrid Shields Gary E. Smith Christine McIntosh Larry Nevsky Eric Barclay	Number of Common Shares Escrowed 200,000 600,000 200,000 200,000 20,000 600,000 100,000 600,000 100,000 200,000	Percentage of Common Shares of the Corporation Prior to Giving Effect to the Offering 3.56% 10.68% 3.56% 3.56% 0.36% 10.68% 1.78% 10.68% 1.78% 3.56%	Percentage of Common Shares of the Corporation After Giving Effect to the Minimum Offering(1) 1.88% 5.65% 1.88% 1.88% 0.19% 5.65% 0.94% 5.65% 0.94% 1.88%	Percentage of Common Shares of the Corporation After Giving Effect to the Maximum Offering(1) 1.28% 3.84% 1.28% 1.28% 0.13% 3.84% 0.64% 3.84% 0.64% 1.28%
Total	5,620,000

Notes:

(1) Assuming no Common Shares are purchased by these persons under the Offering.

(2) Share Options to be granted to the directors will also be included in the Escrow Agreement. See "Options to Purchase Securities".

(3) Barry Coughlan holds his shares in a wholly owned company called TBC Ventures Ltd. (4) Member of the Aggregate Pro Group.

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

Under the Escrow Agreement, 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 the dates six months, 12 months and 18 months following the Initial Release.

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 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, each Non-Arm's Length Party to the Corporation who holds escrowed Common Shares acquired at a price below the Offering Price under this Prospectus has irrevocably authorized and directed to Odyssey Trust Company to immediately:

(a) cancel all of those escrowed Common Shares upon the issuance by the Exchange of a bulletin delisting the Common Shares of the Corporation; or
(b) if the Corporation lists on NEX, either

(i) cancel all Seed Shares purchased by Non-Arm's Length Parties to the CPC at a discount from the IPO price, in accordance with section 11.2(a) of the CPC Policy, or
(ii) subject to majority shareholder approval, cancel an amount of Seed Shares purchased by Non-Arm's Length Parties to the CPC so that the average cost of the remaining Seed Shares is at least equal to the IPO price.

Escrowed Securities on Qualifying Transaction

Generally, if at least 75% of the securities issued pursuant to the Qualifying Transaction are "Value Securities", then all the securities issued to Principals of the Resulting Issuer pursuant to the Qualifying Transaction will be deposited into escrow pursuant to a value security agreement (the " Value Security Escrow Agreement "). " Value Securities " are securities issued pursuant to a transaction, for which the deemed value of the securities at least equals the value ascribed to the asset, using a valuation method acceptable to the Exchange, or securities that are otherwise determined by the Exchange to be Value Securities and required to be placed in escrow under a Value Security Escrow Agreement. However, if at least 75% of the securities issued pursuant to the Qualifying Transaction are not Value Securities, all securities issued pursuant to the Qualifying Transaction will be deposited into a surplus security escrow agreement (a " Surplus Security Escrow Agreement ").

The principal distinction between a Value Security Escrow Agreement and a Surplus Security Escrow Agreement is the time period for release of securities from escrow. In the case of a Resulting Issuer that will be a Tier 2 issuer when the Final Exchange Bulletin is issued, the Value Security Escrow Agreement provides for a three year escrow release mechanism with 10% of the escrowed securities being releasable at the time of the Final Exchange Bulletin, and 15% of the escrowed securities, being releasable every 6 months thereafter until the date which is 36 months after the Final Exchange Bulletin. In the case of a Resulting Issuer that will be a Tier 2 issuer subject to a Surplus Security Escrow Agreement, when the Final Exchange Bulletin is issued, the Surplus Security Escrow Agreement provides for a three year escrow release mechanism with 5% of the escrowed securities releasable at the time of the Final Exchange Bulletin, 5% on the date which is six months after the Final Exchange Bulletin, 10% on each of the dates which are 12 and 18 months after the Final Exchange Bulletin, 15% on each of the dates which are 24 and 30 months after the Final Exchange Bulletin and 40% on the date which is 36 months after the Final Exchange Bulletin.

In the case of a Resulting Issuer that will be a Tier 1 issuer when the Final Exchange Bulletin is issued, the Value Security Escrow Agreement provides for an 18 month escrow release mechanism with 25% of the escrowed securities being releasable at the time of the Final Exchange Bulletin, and 25% of the escrowed securities being releasable every six months thereafter. In the case of a Resulting Issuer that will be a Tier 1 issuer when the Final Exchange Bulletin is issued, the Surplus Security Escrow Agreement provides for an 18 month escrow release mechanism with 10% of the escrowed securities being releasable upon the issuance of the Final Exchange Bulletin, 20% on the date which is six months after the Final Exchange Bulletin, 30% on the date which is 12 months after the Final Exchange Bulletin and 40% on the date which is 18 months after the Final Exchange Bulletin.

Securities issued pursuant to a private placement to Principals of the Corporation and the proposed Resulting Issuer will generally be exempt from escrow requirements where:

(a) the private placement is announced at least five trading days after the news release announcing the Agreement in Principle and the pricing for the financing is at not less than the discounted market price, as determined in accordance with the Policies of the Exchange; or
(b) the private placement is announced concurrently with the Agreement in Principle and

(i) at least 75% of the proceeds from the private placement are not from Principals of the Corporation or the proposed Resulting Issuer;
(ii) if subscribers, other than Principals of the Corporation or the proposed Resulting Issuer, will obtain securities subject to hold periods, then in addition to any resale restrictions under applicable securities legislation, any securities issued to such Principals will be subject to a four month hold period; and
(iii) none of the proceeds of the private placement are allocated to pay compensation or to settle indebtedness owing to Principals of the Resulting Issuer.

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 who 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:

				Percentage of	Percentage of
			Percentage	Shares Owned	Shares Owned
			of Shares	after giving	after giving
Name and			Owned	Effect to the	Effect to the
Municipality of	Type of	Number of	before the	Minimum	Maximum
Residence	Ownership	Shares	Offering	Offering	Offering
Roger E. Milad(1)	Direct	1,000,000	17.79%	9.42%	6.40%
D. Richard Skeith(2)	Direct	800,000	14.23%	7.53%	5.12%
Brian Farrell(3)	Direct	600,000	10.68%	5.65%	3.84%
Ingrid Shields(4)	Direct	600,000	10.68%	5.65%	3.84%
Christine McIntosh(5)	Direct	600,000	10.68%	5.65%	3.84%

Notes:

(1) Assuming all of the Agent's Options and Share Options are exercised and the subscriber does not purchase any Common Shares under the Offering, Roger E. Milad will own beneficially, directly or indirectly, or exercise control or direction over, on a fully-diluted basis: (a) 17.79% of the Common Shares before the Offering; (b) 8.20% of the Common Shares after giving effect to the Minimum Offering; and (c) 5.50% of the Common Shares after giving effect to the Maximum Offering.

(2) Assuming all of the Agent's Options and Share Options are exercised and the subscriber does not purchase any Common Shares under the Offering, D. Richard Skeith will own beneficially, directly or indirectly, or exercise control or direction over, on a fully-diluted basis: (a) 14.23% of the Common Shares before the Offering; (b) 6.57% of the Common Shares after giving effect to the Minimum Offering; and (c) 4.40% of the Common Shares after giving effect to the Maximum Offering.

(3) Assuming all of the Agent's Options and Share Options are exercised and the subscriber does not purchase any Common Shares under the Offering, Brian Farrell will own beneficially, directly or indirectly, or exercise control or direction over, on a fully-diluted basis: (a) 10.68% of the Common Shares before the Offering; (b) 4.92% of the Common Shares after giving effect to the Minimum Offering; and (c) 3.30% of the Common Shares after giving effect to the Maximum Offering.

(4) Assuming all of the Agent's Options and Share Options are exercised and the subscriber does not purchase any Common Shares under the Offering, Ingrid Shields will own beneficially, directly or indirectly, or exercise control or direction over, on a fully-diluted basis: (a) 10.68% of the Common Shares before the Offering; (b) 4.92% of the Common Shares after giving effect to the Minimum Offering; and (c) 3.30% of the Common Shares after giving effect to the Maximum Offering.

(5) Assuming all of the Agent's Options and Share Options are exercised and the subscriber does not purchase any Common Shares under the Offering, Christine McIntosh will own beneficially, directly or indirectly, or exercise control or direction over, on a fully-diluted basis: (a) 10.68% of the Common Shares before the Offering; (b) 4.92% of the Common Shares after giving effect to the Minimum Offering; and (c) 3.30% of the Common Shares after giving effect to the Maximum Offering.

OFFICERS, DIRECTORS AND PROMOTERS

Name, Municipality, Occupation, Security Holding and Involvement with Other Reporting Issuers

The following is a list of the current directors, officers and promoters of the Corporation, their municipalities of residence, their current positions with the Corporation, and the number of Common Shares of the Corporation beneficially owned, directly or indirectly, or over which control or direction is exercised:

				Percentage of	Percentage
				Shares	of Shares
			Percentage	Owned After	Owned After
Name, (Age),	Positions		of Shares	Offering	Offering
Office and	and	Common	Owned	(assuming	(assuming
Municipality of	Offices	Shares	Before	Minimum	Maximum	Principal
Residence	Held	Held	Offering	Offering)(1)	Offering)(1)	Occupation
Roger E. Milad	CEO, CFO,	1,000,000	17.79%	9.42%	6.40%	Businessman
(67), Vancouver,	Director,
BC	Promoter
T. Barry Coughlan	Director	200,000	3.56%	1.88%	1.28%	Businessman
(76) Vancouver,
BC
D. Richard Skeith	Director	800,000	14.23%	7.53%	5.12%	Lawyer
(68) Calgary, AB

Notes:

(1) Before the exercise of Share Options by the directors and officers, the exercise of the Agent's Option and assuming no Common Shares are purchased by these shareholders under the Offering. See "Plan of Distribution". All of the listed individuals will be granted Share Options to purchase an aggregate of (a) 1,062,000 Common Shares assuming completion of the Minimum Offering; and (b) 1,562,000 Common Shares assuming completion of the Maximum Offering. See "Options to Purchase Securities". (2) All directors are members of the Audit Committee.

The directors and officers, together with the Associates and Affiliates of the directors and officers, as a group, beneficially own and control or have direction over 2,000,000 Common Shares which represents 35.6% of the issued Common Shares of the Corporation before giving effect to this Offering and which will represent 18.8% of the issued Common Shares of the Corporation upon completion of the Minimum Offering and 12.8% of the issued Common Shares of the Corporation upon completion of the Maximum Offering.

The promoter, together with the Associates and Affiliates of the promoter, beneficially own and control or have direction over 1,000,000 Common Shares which represents 17.8% of the issued Common Shares of the Corporation before giving effect to this Offering and which will represent 9.4% of the issued Common Shares of the Corporation upon completion of the Minimum Offering and 6.4% of the issued Common Shares of the Corporation upon completion of the Maximum Offering

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. Each of the officers and directors will devote the time considered necessary to perform the work required in connection with the management and direction of the Corporation and Completion of a Qualifying Transaction. None of the Corporation's directors and officers have entered into non-competition or non-disclosure agreements with the Corporation.

The board of directors has an audit committee, which consists of Roger E. Milad, T. Barry Coughlan and D. Richard Skeith (Chair). The Corporation does not have any other committees.

Roger E. Milad is the founder and CEO of The Friendship Food Company Ltd., which currently owns 22 A&W restaurants. Mr. Milad founded this company after working for 25 years in positions of increasing responsibilities with A & W Foods. He holds a Vancouver College HR diploma and has completed a BCIT marketing program.

T. Barry Coughlan is a self-employed businessman and financier based in Vancouver who over the past 35 years has been involved in the financing of private and public companies. Mr. Coughlan's focus has been the identification, negotiation and securing of viable business opportunities worldwide. Mr. Coughlan has an intimate knowledge and familiarity with all aspects of financial transactions within domestic and international capital markets and is presently a director of five public companies.

D. Richard Skeith received his law degree from the University of Alberta in 1978. Since then he has practiced corporate securities law in Calgary, Alberta. Currently a partner with Dentons Canada LLP, he has acted as a director or corporate secretary for public companies spanning a wide variety of industries, including natural resources, oil and gas services, real estate, pharmaceuticals and agricultural.

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 T. Barry Coughlan D. Richard Skeith	Name of Reporting Issuer Amarc Resources Ltd. Quadro Resources Ltd. Northcliff Resources Ltd. Rathdowney Resources Ltd. Vatic Ventures Ltd. Mineral Mountain Ltd. Micrex Developments Corp. Leader Energy Services Corp., Strategic Oil & Gas Ltd. St. Augustine Gold & Copper Ltd. Callitas Health Inc. 1933 Industries Inc. Voyageur Pharmaceuticals Inc.	Exchange TSXV TSXV TSXV TSXV TSXV TSXV TSXV TSXV TSXV TSX CSE CSE TSXV	Position Director Director Director Director Director Director Corporate Secretary Director Director Corporate Secretary Director Director Director	Term
				02/09 to present 06/86 to present 04/11 to present 03/11 to present 01/11 to 04/20 12/14 to present 03/94 to present 06/03 to 02/17 08/05 to 01/20 01/11 to present 12/14 to present 11/15 to present 02/17 to 06/19

Name	Name of Reporting Issuer Canaf Group, Inc.	Exchange TSXV	Position Corporate Secretary	Term
				04/96 to present

Corporate Cease Trade Orders or Bankruptcies

Other than as described below, no director, officer, Insider or promoter of the Corporation, or any shareholder holding a sufficient number of securities of the Corporation to affect materially the control of the Corporation is or has within the 10 years before the date of this Prospectus been a director, officer, Insider or promoter of any other Issuer that, while such person was acting in that capacity, was the subject of a cease trade or similar order or an order that denied the Issuer access to any exemptions under applicable securities legislation for a period of more than 30 consecutive days or 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.

Subsequent to D. Richard Skeith's resignation as a director of Leader Energy Services Ltd. on February 17, 2015, that company filed for creditor protection. He was a director of Strategic Oil & Gas Ltd., which filed for creditor protection in 2019, and subsequently was placed into bankruptcy after his resignation in January 2020. He is currently an outside director of Callitas Health Inc., which is subject to a cease trade order for failing to file current financial information. He is currently the corporate secretary of Micrex Developments which is subject to a cease trade order for failing to file financials information.

In September, 2012 Great Basin Gold Ltd. (" GBG "), a company for which T. Barry Coughlan was a director filed for creditor protection under the Companies Creditor Arrangement Act in Canada as well GBG's principle South African Subsidiary Southgold Exploration (Pty) Ltd. (" Southgold ") filed for protection under the South African Companies Act business rescue procedures. The two insolvency proceedings were primarily caused by production ramp-up shortfalls at GBG's newly opened Burnstone Mine due to unforeseen ground faulting and water control problems, combined with gold production shortfalls as GBG's Nevada Hollister trial mine. These production shortfalls caused a cash-flow deficiency which caused GBG and Soughgold to default under certain term loan agreements with an aggregate value of approximately $200 million. The default of these term loan agreements in turn caused GBG to default under the terms of a class of listed debentures with an aggregate value of approximately $125 million in principal. The outcome of the insolvency proceedings insofar as the potential for financial recovery by credits and shareholders of GBG is not yet certain.

Penalties or Sanctions

No director, officer, Insider or promoter of the Corporation, or any shareholder holding sufficient 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 any 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 be likely to be considered important to a reasonable investor making an investment decision.

Personal Bankruptcies

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

Conflicts of Interest

There are potential conflicts of interest to which all of the directors, officers, Insiders and promoters of the Corporation may be subject to in connection with the operations of the Corporation. All of the directors, officers, Insiders and promoters are engaged in and will continue to be engaged in corporations or businesses, including publicly traded corporations, which may be in competition with the search by the Corporation for businesses or assets in order to close a Qualifying Transaction. Certain directors are involved, from time to time, in consulting practices where client corporations may engage them to find assets that might be suitable as a potential candidate for a Qualifying Transaction for such corporation. Certain officers and directors are also currently directors of other publicly traded corporations that are or may in the future seek business or asset acquisition transactions. Situations may arise where a particular business opportunity is not presented to the Corporation, but rather to another corporation of which one of the directors or officers of the Corporation is also a director. Entrepreneurs and companies that are seeking to go public via a transaction with a publicly traded corporation may establish criteria that put the Corporation at a competitive disadvantage versus those other financing vehicles.

Accordingly, situations may arise where all of the directors, officers, Insiders and promoters will be in direct competition with the Corporation. Conflicts, if any, will be subject to the procedures and remedies as provided under the Business Corporations Act (British Columbia).

EXECUTIVE COMPENSATION

Except as set out below or otherwise disclosed in this Prospectus, prior to Completion of a Qualifying Transaction, no payment of any kind has been made, or will be made, directly to 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:

(a) remuneration, which includes but is not limited to:
(i) salaries;
(ii) consulting fees;
(iii) management contract fees or directors' fees;
(iv) finder's fees; and
(v) loans, advances, bonuses; and
(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 Reimbursements "). There have been no reimbursements since incorporation. No reimbursement may be made for any payment made to lease or buy a vehicle.

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

Following the completion of a Qualifying Transaction, it is anticipated that the Corporation shall pay compensation to its directors and officers. However, 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 a Qualifying Transaction if the payment relates to services rendered or obligations incurred or in connection with the Qualifying Transaction.

DILUTION

Purchasers of Common Shares under this Prospectus will suffer an immediate dilution of approximately $0.026 or 26%, assuming completion of the Minimum Offering and $0.018 or 18%, assuming completion of the Maximum Offering. Dilution has been computed on the basis of total gross proceeds to be raised by this Prospectus and from sales of securities prior to filing of this prospectus, without deduction of commissions or related expenses incurred by the Corporation. Furthermore, where the Qualifying Transaction is financed by the issuance of shares from the Corporation's treasury, control of the Corporation may change and shareholders may suffer further dilution of their investment.

Item	Minimum Offering	Maximum Offering
Gross proceeds of prior share issuances	$281,000	$281,000
Gross proceeds of this Offering	$500,000	$1,000,000
Total gross proceeds after this Offering	$781,000	$1,281,000
Offering Price	$0.10	$0.10
Proceeds per share after this Offering	$0.074	$0.082
Dilution per share to subscriber	$0.026	$0.018
Percentage of dilution in relation to Offering Price	26%	18%

RISK FACTORS

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. 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 and deferred offering costs. It has no history of earnings, and shall not generate earnings or pay dividends until at least after Completion of a 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 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;
(d) purchasers of Common Shares under this Prospectus will suffer an immediate dilution of approximately $0.026 or 26%, assuming completion of the Minimum Offering and $0.018 or 18%, assuming completion of the Maximum Offering;
(e) there can be no assurance that an active and liquid market for the Corporation's Common Shares will develop and an investor may find it difficult to resell its 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 a potential Qualifying Transactions;

(g) the Corporation has only limited funds with which to identify and evaluate a potential Qualifying Transactions and there can be no assurance that the Corporation will be able to identify a suitable Qualifying Transaction;
(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;
(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;
(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;
(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;
(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;
(m) neither the Exchange nor any securities regulatory authority passes upon the merits of the proposed Qualifying Transaction;
(n) 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;
(o) the Qualifying Transaction may be financed in whole or in 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;
(p) if the Corporation does not make an election to be a "public corporation" for purposes of the Income Tax Act (Canada) (the " Tax Act ") or have its shares listed on a designated stock exchange, adverse tax consequences may arise with respect to any Common Shares held in respect of registered retirement savings plans, registered retirement income funds, deferred profit sharing plans, registered education savings plans, registered disability savings plans and tax-free savings accounts;
(q) subject to prior acceptance by the Exchange, the Corporation may be permitted to loan or advance up to an aggregate of $25,000 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;

(r) the Corporation cannot be certain and provides no guarantee that, if a Qualifying Transaction is completed, the business acquired pursuant to the Qualifying Transaction will be profitable or ultimately benefit the Corporation and its shareholders. Neither the Exchange nor any securities regulatory authority passes on the merits of the proposed Qualifying Transaction. The Qualifying Transaction may also result in additional dilution to the Corporation's shareholders, increased debt or a change in control of the Corporation. Any failure to successfully integrate a business acquired pursuant to the Qualifying Transaction or a failure of such business to benefit the Corporation, could have a material adverse effect on the Resulting Issuer's business and results of operations; and
(s) the Corporation faces risks related to health epidemics, pandemics and other outbreaks of communicable diseases, which could significantly disrupt its ability to complete a Qualifying Transaction on a timely basis, or at all, and adversely effect its financial conditions. The Corporation's business could be adversely impacted by the effects of the COVID-19 pandemic or other epidemics and/or pandemics. In December 2019, COVID-19 emerged in China and the virus has now spread with infections been reported globally. On March 11, 2020, the World Health Organization declared the outbreak of COVID-19 to be a pandemic. The extent to which COVID-19 impacts the Corporation's ability to complete a Qualifying Transaction on a timely basis, or at all, and the market for its securities, will depend on future developments, which are highly uncertain and cannot be predicted at this time, and include the duration, severity and scope of the pandemic and the actions taken to contain or treat the COVID-19 pandemic (including recommendations from public health officials). In addition, the COVID-19 pandemic represents a widespread global health crisis that could adversely affect global economies and financial markets resulting in an economic downturn that could have an adverse effect on the Corporation and its ability to complete a Qualifying Transaction in a timely manner, or at all.

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.

LEGAL PROCEEDINGS

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

INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

The directors and officers of the Corporation have acquired Common Shares of the Corporation in the seed capital phase of the Corporation. In addition, each of the directors and officers of the Corporation will be granted options to purchase Common Shares pursuant to the Corporation's Option Plan. See "Principal Shareholders" and "Options to Purchase Securities".

RELATIONSHIP BETWEEN THE CORPORATION AND THE AGENT

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

RELATIONSHIP BETWEEN THE CORPORATION AND PROFESSIONAL PERSONS

Certain legal matters relating to this Offering will be passed upon by Dentons Canada LLP, on behalf of the Corporation, and by Burstall LLP, on behalf of the Agent.

Other than D. Richard Skeith, a director of the Corporation who owns 800,000 Common Shares, and as otherwise set forth herein: (a) no Person whose profession or business gives authority to a statement made by such Person and who is named in this Prospectus has received or shall receive a direct or indirect interest in the property of the Corporation or any Associate or Affiliate of the Corporation; and (b) as at the date hereof, the aforementioned Persons beneficially own, directly or indirectly, no securities of the Corporation or its Associates and Affiliates. In addition, other than as set forth above, none of the aforementioned Persons nor any director, officer or employee of any of the aforementioned Persons, is or is expected to be elected, appointed or employed as a director, senior officer or employee of the Corporation or of an Associate or Affiliate of the Corporation, or a promoter of the Corporation or of an Associate or Affiliate of the Corporation.

AUDITOR, TRANSFER AGENT AND REGISTRAR

The auditor of the Corporation is Baker Tilly WM LLP of Vancouver, British Columbia. The transfer agent and registrar is Odyssey Trust Company, at Vancouver, British Columbia.

MATERIAL CONTRACTS

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

Agency Agreement dated as of [●] between the Corporation and the Agent. See "Plan of Distribution".
Escrow Agreement dated as of [●] among the Corporation, Odyssey Trust Company and those shareholders that executed such agreement. See "Escrowed Securities".
Transfer Agent, Registrar and Disbursing Agent Agreement dated [●] between the Corporation and Odyssey Trust Company.

Copies of these agreements will be available for inspection at the registered office of the Corporation located at the 20[th] Floor, 250 Howe Street, Vancouver, BC V6C 3R8, 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

To date, the Corporation has not paid any dividends on its outstanding Common Shares. The future payment of dividends will be dependent upon the financial requirements of the Corporation to fund further growth, financial condition of the Corporation and other factors which the board of directors of the Corporation may consider in the circumstances. It is not contemplated that any dividends will be paid in the immediate or foreseeable future.

ELIGIBILITY FOR INVESTMENT

In the opinion of Dentons Canada LLP, counsel to the Corporation, based on the current provisions of the Tax Act and the regulations thereunder, in force as of the date hereof, for Common Shares purchased pursuant to this Offering, only if, as and when the Common Shares are listed on a designated stock exchange (which includes the Exchange) or the Corporation is a "public corporation" as defined in the Tax Act, will the Common Shares be qualified investments for trusts governed by a registered retirement savings

plan, registered retirement income fund, registered education savings plan, registered disability savings plan, tax-free savings account (collectively referred to as " Registered Plans ") or a deferred profit sharing plan.

Notwithstanding the foregoing, the holder or subscriber of, or annuitant under, a Registered Plan (the " Controlling Individual ") will be subject to a penalty tax in respect of Common Shares held in the Registered Plan if such securities are a prohibited investment for the particular Registered Plan. A Common Share generally will be a "prohibited investment" for a Registered Plan if the Controlling Individual does not deal at arm's length with the Corporation for the purposes of the Tax Act or the Controlling Individual has a "significant interest" (as defined in subsection 207.01(4) the Tax Act) in the Corporation. Controlling Individuals should consult their own tax advisors as to whether the Common Shares will be a prohibited investment in their particular circumstances. However, a Common Share will not be a prohibited investment for a Registered Plan if such securities are "excluded property" (as defined in subsection 207.01(1) of the Tax Act) for such Registered Plan.

PURCHASERS' STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

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

Ankh Capital Inc.

Financial Statements For the period from incorporation on November 30, 2020 to February 28, 2021

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INDEPENDENT AUDITOR’S REPORT

To the Directors of Ankh Capital Inc.

Opinion

We have audited the financial statements of Ankh Capital Inc., which comprise the statement of financial position as at February 28, 2021, and the statement of loss and comprehensive loss, statement of changes in equity and statement of cash flows for the period from incorporation November 30, 2020 to February 28, 2021, 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 February 28, 2021 and its financial performance and its cash flows for the period from incorporation November 30, 2020 to February 28, 2021 in accordance with International Financial Reporting Standards.

Basis for Opinion

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

Material Uncertainty Related to Going Concern

We draw attention to Note 1 in the financial statements, which describes events and conditions indicating 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.

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

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

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

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

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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.

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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 Anna C. Moreton.

CHARTERED PROFESSIONAL ACCOUNTANTS

Vancouver, B.C. May xx, 2021

Ankh Capital Inc. Statement of Financial Position

(Stated in Canadian Dollars)

ASSETS Current assets Cash GST recoverable Prepaids	February 28, 2021
	$ 254,500 1,581 20,000
TOTAL ASSETS	$ 276,081
LIABILITIES AND EQUITY Current liabilities Trade and otherpayables(note 6)	$ 10,289
Equity Share capital (note 4) Deficit	275,000 (9,208)
Total equity	265,792
TOTAL LIABILITIES AND EQUITY	$ 276,081

Approved on behalf of the Board of Directors

______ (signed) " Rick Skeith " Director

______ (signed) " Roger E. Milad " Director

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

Ankh Capital Inc. Statement of Loss and Comprehensive Loss

(Stated in Canadian Dollars)

Expenses Professional fees(note 6)	For the period from incorporation on November 30, 2020 to February28,2021
	$9,208
Net loss and comprehensive loss	$9,208
Weighted average number of common shares outstanding Basic and diluted lossper share(note 4)	244,444 $0.04

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

Ankh Capital Inc. Statement of Changes in Equity (Stated in Canadian Dollars)

Balance at November 30, 2020 Common shares issued (note 4) Net loss and comprehensive loss for theperiod	Common Shares Number Amount Deficit - $ - $ $ - 5,500,000 275,000 - - - (9,208)	Total
		$ - 275,000 (9,208)
Balance at February 28, 2021	5,500,000 $ 275,000 $ $ (9,208)	$ 265,792

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

Ankh Capital Inc. Statement of Cash Flows

(Stated in Canadian Dollars)

Operating activities Net loss and comprehensive loss for the period $ Changes in non-cash working capital items: GST recoverable Trade and otherpayables	For the period from incorporation on November 30, 2020 to February28,2021
	(9,208) (1,581) 10,289
Net cash used in operating activities	(500)
Financing activities Issue of common shares Prepaids	275,000 (20,000)
Net cashprovided by financing activities	255,000
Change in cash during the period Cash, beginning ofperiod	254,500 -
Cash, end ofperiod $	254,500
Supplemental cash flow information
Income taxes paid $ Interestpaid(received) $	- -

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

Ankh Capital Inc. Notes to the Financial Statements For the period from incorporation on November 30, 2020 to February 28, 2021 (Stated in Canadian Dollars)

1. Nature and Continuance of Operations

Ankh Capital Inc. (the “Company”) was incorporated on November 30, 2020 pursuant to the Business Corporations Act of British Columbia and intends to apply to be classified as a Capital Pool Company as defined in the TSX Venture Exchange (“TSX-V”) Policy 2.4.

As a Capital Pool Company, the Company’s principal business will be the identification and evaluation of assets, properties or businesses with a view to acquire or participate therein subject, in certain cases, to shareholder approval and acceptance by the TSX-V. Where an acquisition or participation is warranted (the “Qualifying Transaction”), additional funding may be required. The ability of the Company to fund its potential future operations and commitments is dependent upon obtaining additional financing. There is no assurance that the Company will complete a Qualifying Transaction, at which time the TSX-V may suspend or de-list the Company’s shares from trading.

On March 11, 2020, the World Health Organization categorized COVID-19 as a pandemic. The potential economic effects within the Company’s environment and in the global markets, possible disruption in supply chains, and measures introduced and or being introduced at various levels of government to curtail the spread of the virus (such as travel restrictions, closures of non-essential municipal and private operations, imposition of quarantines and physical distancing) could have a material impact on the Company’s operations. The extent of the impact of this outbreak and related containment measures on the Company’s operations cannot be reliably estimated at the date of approval of these financial statements.

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 Qualifying Transaction 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 and warranted, it may not be able to finance such an acquisition nor investment within the requisite time period. Additional funds will be required to enable the Company to pursue such an initiative and the Company may be unable to obtain such financing on terms which are satisfactory to it. Furthermore, there is no assurance that the business will be profitable. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern.

The head office, principal address and registered and records office of the Company are located at 250 Howe Street 20[th] Floor, Vancouver, BC V6C 3R8.

The financial statements of the Company for the period ended February 28, 2021 were approved and authorized for issue by the Board of Directors on May 25, 2021.

2. Basis of Preparation

a) Statement of compliance

The Company has prepared its financial statements in accordance with International Financial Reporting Standards (“IFRS”) since incorporation on November 30, 2020. These financial statements have been prepared in accordance with IFRS issued by the International Accounting Standards Board (“IASB”) and interpretations of the IFRS Interpretations Committee (“IFRICs”).

b) Basis of presentation

The financial statements have been prepared on an accrual basis, except for statement of cash flow information and are based on historical costs, except for financial instruments measured at fair value.

Ankh Capital Inc. Notes to the Financial Statements For the period from incorporation on November 30, 2020 to February 28, 2021 (Stated in Canadian Dollars)

3. Summary of Significant Accounting Policies

a) Cash

Cash in the statement of financial position is comprised of cash on deposit at financial banking institutions and amounts held in trust on behalf of the Company.

b) Foreign currencies

The financial statements are presented in Canadian dollars. The Company’s functional currency is the Canadian dollar, which is the currency of the primary economic environment in which the Company operates.

Transactions in foreign currencies are initially recorded at the functional currency rate at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated to the functional currency rate of exchange at the date of the statement of financial position.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined.

c) Share-based payments

Employees (including directors and senior executives) of the Company may receive a portion of their remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments (“equity-settled transactions”). The costs of equity-settled transactions with employees are measured by reference to the fair value of the equity instruments at the date on which they are granted.

In situations where equity instruments are issued to non-employees for goods or services, the transaction is measured at the fair value of the goods or services received by the Company. When the value of the goods or services cannot be reliably estimated, they are measured at the fair value of the equity instrument issued.

The costs of equity-settled transactions are recognized, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (“vesting date”). The cumulative expense recognized for equitysettled transactions at each reporting date until the vesting date reflects the Company’s best estimate of the number of equity instruments that will ultimately vest. The profit or loss charge or credit for a period represents the movement in cumulative expense recognized as at the beginning and end of that period and the corresponding amount is recorded in share option reserve.

No expense is recognized for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which are treated as vesting irrespective of whether or not the market condition is satisfied provided that all other performance and/or service conditions are satisfied.

Where the terms of an equity-settled award are modified, the minimum expense recognized is the expense as if the terms had not been modified. An additional amount is recognized on the same basis as the amount of the original award for any modification which increases the total fair value of the equity settled transactions or is otherwise beneficial to the employee as measured at the date of modification.

Ankh Capital Inc. Notes to the Financial Statements For the period from incorporation on November 30, 2020 to February 28, 2021 (Stated in Canadian Dollars)

3. Summary of Significant Accounting Policies (continued)

d) Taxation

Income tax expense represents the sum of tax currently payable and deferred tax.

Current income tax

Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are substantively enacted at the date of the statement of financial position.

Deferred income tax

Deferred income taxes are provided using the liability method on temporary differences at the date of the statement of financial position between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred income tax liabilities are recognized for all taxable temporary differences, except:

where the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable earnings; and
in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred income tax assets are recognized for all deductible temporary differences and carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilized except:

where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable earnings; and
in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred income tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.

The carrying amount of deferred income tax assets is reviewed at the date of each statement of financial position and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax assets to be utilized. Unrecognized deferred income tax assets are reassessed at the date of each statement of financial position and are recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Ankh Capital Inc. Notes to the Financial Statements For the period from incorporation on November 30, 2020 to February 28, 2021 (Stated in Canadian Dollars)

3. Summary of Significant Accounting Policies (continued)

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the date of the statement of financial position.

Deferred income tax relating to items recognized directly in equity is recognized in equity and not in profit or loss.

Deferred income tax assets and deferred income tax liabilities are offset if, and only if, a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend to either settle current tax liabilities and assets on a net basis, or to realize the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be settled or recovered.

e) Loss per share

The Company presents basic and diluted loss per share data for its common shares. Basic loss per share is computed by dividing the loss by the weighted average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution of common share equivalents, such as outstanding stock options and share purchase warrants, in the weighted average number of common shares outstanding during the period, if dilutive.

f) Financial instruments

a) Recognition

The Company recognizes a financial asset or financial liability on the statement of financial position when it becomes party to the contractual provisions of the financial instrument. Financial assets are initially measured at fair value, and are derecognized either when the Company has transferred substantially all the risks and rewards of ownership of the financial asset, or when cash flows expire. Financial liabilities are initially measured at fair value and are derecognized when the obligation specified in the contract is discharged, cancelled or expired. A write-off of a financial asset (or a portion thereof) constitutes a derecognition event. Write-off occurs when the Company has no reasonable expectation of recovering the contractual cash flows of a financial asset.

b) Classification and measurement

The Company determines the classification of its financial instruments at initial recognition. Financial assets and financial liabilities are classified according to the following measurement categories:

i) those to be measured subsequently at fair value, either through profit or loss (“FVTPL”) or through other comprehensive income (“FVTOCI”); and,
ii) those to be measured subsequently at amortized cost.

Ankh Capital Inc. Notes to the Financial Statements For the period from incorporation on November 30, 2020 to February 28, 2021 (Stated in Canadian Dollars)

3. Summary of Significant Accounting Policies (continued)

The classification and measurement of financial assets after initial recognition at fair value depends on the business model for managing the financial asset and the contractual terms of the cash flows. Financial assets that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments of principal and interest on the principal outstanding, are generally measured at amortized cost at each subsequent reporting period. All other financial assets are measured at their fair values at each subsequent reporting period, with any changes recorded through profit or loss or through other comprehensive income (which designation is made as an irrevocable election at the time of recognition).

After initial recognition at fair value, financial liabilities are classified and measured at either:

i) amortized cost;
ii) FVTPL, if the Company has made an irrevocable election at the time of recognition, or when required (for items such as instruments held for trading or derivatives); or,
iii) FVTOCI, when the change in fair value is attributable to changes in the Company’s credit risk.

The Company reclassifies financial assets when and only when its business model for managing those assets changes. Financial liabilities are not reclassified.

Transaction costs that are directly attributable to the acquisition or issuance of a financial asset or financial liability classified as subsequently measured at FVTOCI or amortized cost are included in the fair value of the instrument on initial recognition. Transaction costs for financial assets and financial liabilities classified at FVTPL are expensed in profit or loss.

The Company’s financial asset consists of cash, which is classified and subsequently measured at amortized cost. The Company’s financial liabilities consist of trade and other payables which are classified and measured at amortized cost using the effective interest method. Interest expense is reported in net loss.

The effective interest method is a method of calculating the amortized cost of a financial asset or liability and of allocating interest income or expense over the relevant period. The effective interest rate is the rate that discounts estimated future cash payments through the expected life of the financial asset or liability, or where appropriate, a shorter period.

c) Impairment

The Company assesses all information available, including on a forward-looking basis the expected credit losses associated with any financial assets carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. To assess whether there is a significant increase in credit risk, the Company compares the risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition based on all information available, and reasonable and supportive forward-looking information.

Ankh Capital Inc. Notes to the Financial Statements For the period from incorporation on November 30, 2020 to February 28, 2021 (Stated in Canadian Dollars)

3. Summary of Significant Accounting Policies (continued)

g) Significant accounting judgments and estimates

The preparation of these financial statements requires management to make judgments and estimates and form assumptions that affect the reported amounts of assets and liabilities at the statement of financial position date and reported amounts of expenses during the reporting period. On an ongoing basis, management evaluates its judgments and estimates in relation to assets, liabilities and expenses. Management uses historical experience and various other factors it believes to be reasonable under the given circumstances as the basis for its judgments and estimates. Actual outcomes may differ from these estimates under different assumptions and conditions.

h) Standards and interpretations issued but not yet effective

At the date of authorization of these financial statements, the IASB has not issued any new or revised standards expected to have a material impact on the results and financial position of the Company when adopted.

4. Shareholders’ Equity

a) Authorized and issued share capital:

The Company has authorized an unlimited number of common shares without par value.

b) During the period ended February 28, 2021 the Company issued common shares as follows:

On February 24, 2021, the Company issued 5,500,000 common shares for gross proceeds of $275,000.

c) Net loss per share

All of the common shares issued during the period ended February 28, 2021 are held in escrow pursuant to terms of an Escrow Agreement entered into in connection with the Company’s Initial Public Offering (note 10). Under the Escrow Agreement, 25% of the escrowed common shares will be released from escrow upon completion of a qualifying transaction and an additional 25% will be released on the dates 6 months, 12 months and 18 months following the completion of qualifying transaction.

5. Financial Instruments

The following provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which fair value is observable:

Level 1 — Fair value measurements are derived from quoted prices in active markets or identical assets or liabilities;
Level 2 - Fair value measurements are derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and

5. Financial Instruments (continued)

Ankh Capital Inc. Notes to the Financial Statements For the period from incorporation on November 30, 2020 to February 28, 2021 (Stated in Canadian Dollars)

Level 3 - Fair value measurements are derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data.

The carrying values of the financial instruments, comprised of cash and trade and other payables, approximate their fair values due to the short-term nature of these financial instruments.

The Company is exposed to various financial risks resulting from its operations. The Company’s management manages financial risks. The Company does not enter into financial instrument agreements, including derivative financial instruments, for speculative purposes. The Company’s main financial risk exposures and its financial policies are as follows:

a) 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. The Company’s cash is exposed to credit risk, with the carrying value being the Company’s maximum exposure. The Company’s cash consists of funds held in trust. Management believes the Company’s exposure to credit risk is not material.

b) Market risk

The risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: currency risk, interest rate risk and other price risk. Management does not believe the Company is exposed to significant currency, interest or other price risk.

c) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. The Company’s trade and other payables are all current and due within 90 days of the statement of financial position date. The Company seeks to ensure that it has sufficient capital to meet short term financial obligations after taking into account its operating obligations and cash on hand.

6. Related Party Transactions

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel include the Company’s executive officers and directors.

There was no management personnel compensation during the period ended February 28, 2021 but a law firm of which one of the director’s is a partner provided services at regular market rates as follows:

		February 28,
		2021
Professional fees	$	9,208

As at February 28, 2021, $10,289, including GST, was included in trade and other payables.

Ankh Capital Inc. Notes to the Financial Statements For the period from incorporation on November 30, 2020 to February 28, 2021 (Stated in Canadian Dollars)

7. Capital Management

The Company’s capital currently consists of common shares, in the amount of $275,000 as at February 28, 2021. Its principal source of cash is from the issuance of common shares. The Company’s capital management objectives are to safeguard its ability to continue as a going concern and to have sufficient capital to be able to identify, evaluate and then acquire an interest in businesses or assets. The Company does not have any externally imposed capital requirements to which it is subject. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares.

8. Segmented Information

At February 28, 2021, the Company has one reportable operating segment being the identification and evaluation of assets or a business and, once identified or evaluated, to negotiate an acquisition or participation in a business subject to receipt of shareholder approval, if required, and acceptance by regulatory authorities. All of the Company’s assets are located in Canada.

An operating segment is defined as a component of the Company:

that engages in business activities from which it may earn revenues and incur expenses;
whose operating results are reviewed regularly by the entity’s chief operating decision maker; and
for which discrete financial information is available.

9. Income Taxes

The actual income tax provisions differ from the expected amounts calculated by applying the Canadian combined federal and provincial corporate income tax rates to the Company’s income (loss) before income taxes. The components of these differences are as follows:

		February 28,
		2021
Loss before taxes for the period	$	9,208
Combined Canadian federal andprovincial income tax rate		27%
Expected income tax recovery	$	2,500
Change in tax benefits not recognized		(2,500)
Deferred income tax expense(recovery)	$	-

The significant components of the Company’s unrecorded deductible temporary differences are as follows:

		February 28,
		2021
Deferred Tax Assets (liabilities)
Non-capital losses	$	2,500
		2,500
Unrecognized deferred tax assets		(2,500)
Net deferred tax assets	$	-

Ankh Capital Inc. Notes to the Financial Statements For the period from incorporation on November 30, 2020 to February 28, 2021 (Stated in Canadian Dollars)

9. Income Taxes (continued)

The Company has non-capital losses of approximately $9,200 which may be available to offset future taxable income for Canadian income tax purposes, expiring in 2041.

10. Subsequent Events

Subsequent to the end of the period, the Company issued 120,000 common shares to a director for cash proceeds of $6,000.

The Company intends to file a prospectus with the securities regulatory authorities of British Columbia, Alberta, Saskatchewan and Ontario pursuant to an Agency Agreement (the "Agency Agreement") to be entered into between the Company and PI Financial Corp. (the "Agent"), to offer a minimum of 5,000,000 Common Shares and a maximum of 10,000,000 Common Shares at $0.10 (the “Offering”) per share to the public for total estimated proceeds of a minimum of $500,000 and a maximum of $1,000,000 (before transaction costs). The Agent will be granted options to purchase up to 10% of the total common shares sold under the offering at a price of $0.10 per share, and expiring 60 months from the closing date. The Company will pay the agent a commission equal to 10% of the gross proceeds, a corporate finance fee of $10,000 plus GST and reasonable expenses related to the Offering.

The Company intends to approve an incentive stock option plan (the “Option Plan”). The Board of Directors may grant stock options to eligible directors, officers, employees and consultants in accordance with the terms of the Option Plan. In connection with the Offering, the Company intends to issue options to acquire 1,062,000 Common Shares in the case of the minimum offering, and 1,562,000 Common Shares in the case of the maximum offering at $0.10 per Common Share, in each case for a period of five years from the grant date.

C-1

CERTIFICATE OF THE CORPORATION

Dated: May 25, 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 the Provinces of British Columbia, Alberta, Saskatchewan and Ontario.

(signed) " Roger E. Milad " Roger E. Milad Chief Executive Officer and Chief Financial Officer

ON BEHALF OF THE BOARD

(signed) " T. Barry Coughlan " T. Barry Coughlan Director

(signed) " D. Richard Skeith " D. Richard Skeith Director

C-2

CERTIFICATE OF THE AGENT

Dated: May 25, 2021

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

PI Financial Corp.

(signed) " Jim Locke " Jim Locke Vice President, Investment Banking

C-3

CERTIFICATE OF THE PROMOTER

Dated: May 25, 2021

(signed) " Roger E. Milad " Roger E. Milad Chief Executive Officer, Chief Financial Officer and Director

AI assistant

Silverco Mining — Capital/Financing Update 2021

48054_rns_2021-05-25_2565f1e8-4344-4ef6-8665-9c62b737faa7.pdf

PRELIMINARY PROSPECTUS

Minimum Offering: $500,000 or 5,000,000 Common Shares Maximum Offering: $1,000,000 or 10,000,000 Common Shares

Notes:

Market for Securities

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".

Maximum Investment

Receipt of Subscriptions

TABLE OF CONTENTS

GLOSSARY

" Non-Arm's Length Party " means:

" Principal " means:

" Pro Group " means:

PROSPECTUS SUMMARY

Escrowed Securities:

THE CORPORATION

BUSINESS OF THE CORPORATION

Preliminary Expenses

Proposed Operations Until Completion of a Qualifying Transaction

Method of Financing

Criteria for a Qualifying Transaction

REGULATORY AND SHAREHOLDER APPROVAL

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

Initial Listing Requirements

Trading Halts, Suspensions and Delisting

Refusal of Qualifying Transaction

USE OF PROCEEDS

Proceeds and Principal Purposes

Notes:

Permitted Use of Funds

Restrictions on Use of Proceeds

Private Placements for Cash

Prohibited Payments to Non-Arm's Length Parties

PLAN OF DISTRIBUTION

Agency Agreement and Agent's Compensation

Commercially Reasonable Efforts Offering

Other Securities to be Distributed

Determination of Price

Listing Application

Subscriptions by and Restrictions on the Agent

Restrictions on Trading

DESCRIPTION OF THE SECURITIES DISTRIBUTED

Common Shares

CAPITALIZATION

Notes:

OPTIONS TO PURCHASE SECURITIES

PRIOR SALES

Notes:

ESCROWED SECURITIES

Notes:

Escrowed Securities on Qualifying Transaction

PRINCIPAL SHAREHOLDERS

Notes:

OFFICERS, DIRECTORS AND PROMOTERS

Name, Municipality, Occupation, Security Holding and Involvement with Other Reporting Issuers

Notes:

Corporate Cease Trade Orders or Bankruptcies

Penalties or Sanctions

Personal Bankruptcies

Conflicts of Interest

EXECUTIVE COMPENSATION

DILUTION

RISK FACTORS

LEGAL PROCEEDINGS

INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

RELATIONSHIP BETWEEN THE CORPORATION AND THE AGENT

RELATIONSHIP BETWEEN THE CORPORATION AND PROFESSIONAL PERSONS

AUDITOR, TRANSFER AGENT AND REGISTRAR

MATERIAL CONTRACTS

DIVIDEND POLICY

ELIGIBILITY FOR INVESTMENT

PURCHASERS' STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Ankh Capital Inc.

INDEPENDENT AUDITOR’S REPORT

Opinion

Basis for Opinion

Material Uncertainty Related to Going Concern

Silverco Mining Capital/Financing Update 2021