Tiger Gold Corp. — Capital/Financing Update 2021

May 15, 2021

NO SECURITIES REGULATORY AUTHORITY HAS EXPRESSED AN OPINION ABOUT THESE SECURITIES AND IT IS AN OFFENCE TO CLAIM OTHERWISE. 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.

FINAL PROSPECTUS

Initial Public Offering

May 14, 2021

BADGER CAPITAL CORP.

(Capital Pool Company)

OFFERING: $400,000 (4,000,000 COMMON SHARES)

Price: $0.10 per Common Share

Badger Capital Corp. (the “ Issuer ”) hereby qualifies for distribution, through its agent, Leede Jones Gable Inc. (the “ Agent ”), 4,000,000 common shares (the “ Common Shares ”) in the share capital of the Issuer (the “ Offering ”). The purpose of this Offering is to provide the Issuer with a minimum of funds with which to identify and evaluate businesses or assets with a view to completing a Qualifying Transaction. 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 hereafter 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 Issuer is a Capital Pool Company (“ CPC ”). It has not commenced commercial operations and has no assets other than a minimum amount of cash, sales tax receivable and deferred financing costs. Except as specifically contemplated in the CPC Policy, until the Completion of the Qualifying Transaction, the Issuer 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 Issuer” and “Use of Proceeds”.

	Common		Agent’s	Net Proceeds to the
	Shares	Price to Public	Commission(1)	Issuer(2)
Per Common Share	1	$0.10	$0.01	$0.09
Total Offering	4,000,000	$400,000	$40,000	$360,000

(1) A cash commission of 10% of the gross proceeds of the Offering will be paid to the Agent upon Closing, as hereafter defined. The Issuer has agreed to pay the Agent a non‐refundable Corporate Finance Fee of $15,000 plus GST, of which $7,875 has been paid and the balance of $7,875 will be paid upon Closing. In addition, the Agent will be reimbursed by the Issuer for its reasonable expenses and legal fees, estimated at $10,000, plus taxes and disbursements, towards which a $6,000 retainer has been paid. The Agent will also be granted the Agent’s Options, as hereafter defined. The Agent’s Options are exercisable for a period of 24 months from the day the Common Shares are listed on the Exchange. The Agent’s Options are qualified for distribution under this prospectus. See “Plan of Distribution ‐ Agency Agreement and Agent’s Compensation”.

(2) Before deducting the costs of this issue, estimated at $90,000 which includes legal and audit fees and other expenses of the Issuer, the Corporate Finance Fee and the Agent’s legal fees and expenses, the listing fee payable to the Exchange and filing fees payable to the Commissions. See “Use of Proceeds”.

This Offering is made on a commercially reasonable efforts agency basis by the Agent and is subject to the completion of a minimum subscription of 4,000,000 Common Shares for gross proceeds to the Issuer of $400,000. The offering price of the Common Shares was determined by negotiation between the Issuer and the Agent. All funds received from subscriptions for Common Shares will be held by the Agent pursuant to the terms of an agency agreement between the Issuer and the Agent (the “ Agency Agreement ”). If the minimum subscription of $400,000 is not completed within 90 days of the issuance of a receipt for the final prospectus or

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such other time as may be consented to by the Agent and persons or companies who subscribed within that period and as approved by the regulatory authorities, 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 directed by the Agent, will be granted non‐ transferable options (the “ Agent’s Options ”) to purchase up to 400,000 Common Shares at a price of $0.10 per Common Share and which may be exercised for a period of 24 months from the day the Common Shares of the Issuer are listed on the Exchange. The Agent’s Options are qualified for distribution under this prospectus. See “Plan of Distribution ‐ Agency Agreement and Agent’s Compensation”.

The Issuer has granted stock options to the directors and officers of the Issuer (the “ CPC Stock Options ”), which entitle the holders to purchase an aggregate of 400,000 Common Shares at a price of $0.10 per Common Share and such options may be exercised for a period of 10 years from the date on which the Common Shares are listed on the Exchange. See “Options to Purchase Securities”.

Other than the initial distribution of the Common Shares pursuant to this prospectus and the grant of the Agent’s Options, the grant of CPC Stock Options to the directors and officers of the Issuer trading in all securities of the Issuer is prohibited during the period between the date a receipt for this prospectus is issued by the securities commission that is designated the principal regulator pursuant to National Policy 11‐202 Process for Prospectus Review in Multiple Jurisdictions (“ NP 11‐202 ”) and the time the Common Shares are listed for trading on the Exchange except, subject to prior acceptance of the Exchange, where appropriate registration and prospectus exemptions are available under securities legislation or where the applicable securities regulatory authority(ies) grants a discretionary order.

The Exchange has conditionally accepted the listing of the Issuer’s Common Shares. Listing is subject to the Issuer fulfilling all of the requirements of the Exchange.

There is currently no market through which these securities may be sold and purchasers may not be able to resell securities purchased under this prospectus. This may affect the pricing of the securities in the secondary market, the transparency and availability of trading prices, the liquidity of the securities, and the extent of issuer regulation. See “Risk Factors.

As at the date of this prospectus, the Issuer 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, a U.S. marketplace, or a marketplace outside Canada and the United States of America other than the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc.

Investment in the Common Shares offered by this prospectus is highly speculative due to the nature of the Issuer’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”.

The Agent conditionally offers these Common Shares on a commercially reasonable efforts basis, if, as and when subscriptions are accepted by the Issuer, 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 Clark Wilson LLP, Barristers & Solicitors, on behalf of the Issuer, and by Harper Grey LLP, on behalf of the Agent. Pursuant to the CPC Policy, 75%, or 3,000,000, of the total number of Common Shares offered under this prospectus are subject to the following limits:

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• (a) the maximum number Common Shares that may be directly or indirectly purchased by any one purchaser pursuant to the Offering is 2% of the total Common Shares offered under this prospectus, or 80,000 Common Shares ($8,000); and

• (b) the maximum number of Common Shares that may be directly or indirectly purchased by any one purchaser, together with that purchaser’s Associates and Affiliates, is 4% of the total number of Common Shares offered under this prospectus, or 160,000 ($16,000).

Subscriptions will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. It is expected that one or more global certificates that represent the aggregate number of Common Shares subscribed for under this Prospectus will be available for delivery at the Closing of the Offering unless the Agent elects for delivery in electronic book entry form through CDS Clearing and Depository Services Inc. (“ CDS ”) or its nominee. If delivered in book entry form, purchasers of Common Shares will receive only a customer confirmation from the Agent as to the number of Common Shares subscribed for. Certificates representing the Common Shares in registered and definitive form will be issued in certain limited circumstances.

The Issuer is not a related issuer to the Agent or a connected issuer to the Agent (as such terms are defined in National Instrument 33‐105 – Underwriting Conflicts ). Members of the Aggregate Pro Group of the Agent hold, in the aggregate, 840,000 Common Shares of the Issuer or 18.26% of the issued and outstanding Common Shares as of the date of this prospectus, and together with other members of the Aggregate Pro Group hold an aggregate of 1,680,000 Common Shares of the Issuer, representing approximately 36.52% of the issued and outstanding Common Shares of the Issuer. Upon closing of the Offering, the members of the Aggregate Pro Group of the Agent will hold 9.77% of the issued and outstanding Common Shares of the Issuer, and together with other members of the Aggregate Pro Group will hold an aggregate of 1,680,000 Common Shares of the Issuer, representing approximately 19.53% of the issued and outstanding Common Shares of the Issuer. See “Plan of Distribution” and “Relationship between the Issuer and Agent”.

Leede Jones Gable Inc. Suite 1800 – 1140 West Pender Street Vancouver, British Columbia, V6E 4G1

Telephone: (604) 658‐3000 Facsimile: (604) 658‐3099 Toll‐free: 1‐888‐878‐6356

TABLE OF CONTENTS

Page Number GLOSSARY...................................................................................................................................................... 1 PROSPECTUS SUMMARY ............................................................................................................................... 9 THE ISSUER .................................................................................................................................................. 11 BUSINESS OF THE ISSUER ............................................................................................................................ 11 Preliminary Expenses ..................................................................................................................... 11 Proposed Operations until Completion of the Qualifying Transaction ......................................... 11 Method of Financing ...................................................................................................................... 11 Criteria for a Qualifying Transaction .............................................................................................. 12 Filings and Shareholder Approval of a Qualifying Transaction ...................................................... 12 Initial Listing Requirements ........................................................................................................... 13 Trading Halts, Suspensions and Delisting ...................................................................................... 13 Refusal of Qualifying Transaction .................................................................................................. 14 USE OF PROCEEDS ....................................................................................................................................... 14 Proceeds and Principal Purposes ................................................................................................... 14 Permitted Use of Funds ................................................................................................................. 15 Prohibited Payments to Non‐Arm’s Length Parties ....................................................................... 16 Private Placements for Cash .......................................................................................................... 17 Finder’s Fees .................................................................................................................................. 17 PLAN OF DISTRIBUTION .............................................................................................................................. 18 Agency Agreement and Agent’s Compensation ............................................................................ 18 Best Efforts Offering and Minimum Distribution ........................................................................... 18 Determination of Price ................................................................................................................... 19 Listing Application .......................................................................................................................... 19 Venture Issuers .............................................................................................................................. 19 Restrictions on Trading .................................................................................................................. 19 DESCRIPTION OF SHARE CAPITAL ............................................................................................................... 19 Common Shares ............................................................................................................................. 19 CAPITALIZATION .......................................................................................................................................... 20 OPTIONS TO PURCHASE SECURITIES ........................................................................................................... 20 PRIOR SALES ................................................................................................................................................ 21 ESCROWED SECURITIES ............................................................................................................................... 21 Securities Escrowed Prior to the Completion of the Qualifying Transaction ................................ 21 Escrowed Securities on Qualifying Transaction ............................................................................. 23 PRINCIPAL SHAREHOLDERS ......................................................................................................................... 23 DIRECTORS, OFFICERS AND PROMOTER ..................................................................................................... 24 Other Corporate Information ........................................................................................................ 26 Other Reporting Issuer Experience ................................................................................................ 27 Cease Trade Orders ........................................................................................................................ 27 Penalties or Sanctions .................................................................................................................... 27 Bankruptcies .................................................................................................................................. 28 Conflicts of Interest ........................................................................................................................ 28 Audit Committee ............................................................................................................................ 28 Executive Compensation ................................................................................................................ 31 DILUTION ..................................................................................................................................................... 31 ELIGIBILITY FOR INVESTMENT ..................................................................................................................... 31

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RISK FACTORS .............................................................................................................................................. 32 LEGAL PROCEEDINGS .................................................................................................................................. 34 RELATIONSHIP BETWEEN THE ISSUER AND THE AGENT ............................................................................. 34 RELATIONSHIP BETWEEN THE ISSUER AND PROFESSIONAL PERSONS ....................................................... 34 AUDITOR, TRANSFER AGENT AND REGISTRAR ........................................................................................... 34 INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS .............................................. 35 MATERIAL CONTRACTS ............................................................................................................................... 35 OTHER MATERIAL FACTS ............................................................................................................................. 35 PURCHASERS’ STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION ................................................... 35 SCHEDULE A – AUDIT COMMITTEE CHARTER ............................................................................................ A‐1 FINANCIAL STATEMENTS ........................................................................................................................... F‐1 CERTIFICATE OF THE ISSUER ...................................................................................................................... C‐1 CERTIFICATE OF THE PROMOTER ............................................................................................................... C‐1 CERTIFICATE OF THE AGENT ...................................................................................................................... C‐2

GLOSSARY

“ 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 shares of the Company are held, other than by way of security only, by or for the benefit of that Person, and

• (b) the voting shares, 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 May 14, 2021 between the Issuer and the Agent.

“ Agent ” means Leede Jones Gable Inc.

“ Agent’s Options ” means the non‐transferable options to be granted by the Issuer to the Agent and any sub‐agents as directed by the Agent, entitling the holders to purchase up to 400,000 Common Shares at a price of $0.10 per Common Share and which may be exercised for a period of 24 months from the day the Common Shares of the Issuer are listed on the Exchange.

“ 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;

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• (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 or 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 Issuer or holding company of a Member corporation, then such determination shall be determinative of their relationships in the application of Rule D.100 of the TSX Venture Exchange Rule Book and Policies with respect to that Member firm, Member corporation or holding company.

“ Board ” means the board of directors of the Issuer.

“ Closing ” means the completion of the Offering.

“ Commissions ” means the Securities Commissions with which the CPC Prospectus is filed.

“ Common Shares ” means the single voting common shares of the Issuer.

“ Company ” unless specifically indicated otherwise, means an issuer, incorporated association or organization, body corporate, partnership, trust, association or other entity other than an individual.

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“ Completion of the Qualifying Transaction ” means the date of the Final QT Exchange Bulletin issued by the Exchange.

“ Concurrent Financing ” means a private placement that an issuer proposes to complete after it has entered into a Qualifying Transaction Agreement and concurrently with the closing of the Qualifying Transaction to raise funds needed to close the Qualifying Transaction and to satisfy applicable Initial Listing Requirements related to working capital and financial resources.

“ Conditional Acceptance Documents ” means the conditional acceptance documents as set forth in the CPC Policy that an issuer must file with the Exchange to obtain conditional acceptance to the Qualifying Transaction.

“ 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 shares of an issuer except where there is evidence showing that the holder of those securities does not materially affect the control of the issuer.

“ Corporate Finance Fee ” means the $15,000 fee, plus GST, payable to the Agent, of which $7,875 has been paid and $7,875 is payable from the proceeds of the Offering.

“ CPC ” or “ Capital Pool Company ” means a corporation or trust:

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

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

“ CPC Escrow Agreement ” means the escrow agreement dated May 4, 2021 among the Issuer, the Trustee and the founding Shareholders of the Issuer.

“ CPC Filing Statement ” means the Filing Statement of the CPC prepared in accordance with Form 3B2 – Information Required in a Filing Statement for a Qualifying Transaction , which provides full, true and plain disclosure of all material facts relating to the CPC and the Significant Assets.

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

“ CPC Policy ” means Policy 2.4 ‐ Capital Pool Companies of the Exchange.

“ CPC Stock Options ” means the 400,000 options granted to directors and officers of the Issuer which options entitle the holders to purchase an aggregate of 300,000 Common Shares, at a price of $0.10 per Common Share and which options may be exercised for a period of ten years from the date on which the Common Shares are listed on the Exchange.

“ Declaration ” means Form 2C1.

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

“ Eligible Charitable Organization ” means:

• (a) any Charitable Organization[1] or Public Foundation which is a Registered Charity, but is not a Private Foundation, or

• (b) a Registered National Arts Service Organization*.

“ Exchange ” means the TSX Venture Exchange Inc.

“ Final QT Exchange Bulletin ” means the bulletin issued by the Exchange following the 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 a Company that is an Insider or subsidiary of the issuer;

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

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

“ Issuer ” means Badger Capital Corp., a company incorporated under the Business Corporations Act (British Columbia), having its head office in the City of Vancouver, in the Province of British Columbia.

“ Majority of the Minority Approval ” means the approval by the majority of the votes cast at a meeting of Shareholders of the CPC, or by the written consent of Shareholders holding more than 50% of the issued Common Shares of the CPC, provided that the votes attached to Common Shares of the CPC held by the following Persons and their Associates and Affiliates are excluded from the calculation of any such approval or written consent:

• (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:

• These terms are defined in the Income Tax Act (Canada), as amended from time to time.

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• (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.

“ 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.

“ Non‐Arm’s Length Party ” means:

• (a) in relation to a Company:

• (i) a Promoter, officer, director, other Insider or Control Person of that Company and any Associates or Affiliates of any of such Persons; or

• (ii) another entity, or an Affiliate of that entity, if that entity or its Affiliate have the same Promoter, officer, director, Insider or Control Person as the Company; and

• (b) in relation to an individual, 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 Parties to the Qualifying Transaction ” means the Vendor(s), any Target Company(ies) and includes, in relation to Significant Assets or Target Company(ies), the Non‐Arm’s Length Parties of the Vendor(s), the Non‐Arm’s Length Parties of any Target Company(ies) and all other parties to or associated with the Qualifying Transaction and Associates or Affiliates of all such other parties.

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

“ Offering ” means the offering of Common Shares in accordance with the terms of this prospectus.

“ Participating Organization of the Toronto Stock Exchange ” means, generally, a Company that is not a Member but has been granted access to trading privileges through the Toronto Stock Exchange.

“ Person ” means a Company or individual.

“ Personal Information Form ” means Form 2A.

“ Principal ” means:

• (a) a Person who acted as a Promoter of the Issuer within two years before the IPO prospectus or Final QT Exchange Bulletin;

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• (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 QT 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 QT Exchange Bulletin for non IPO transactions;

• (d) a “10% holder” – a Person that:

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

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

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

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

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

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

“ 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).

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

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

• (d) The 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 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 a disclosure document required to be prepared in connection with a public offering of securities and which complies with the form and content requirements of a prospectus as described in applicable Securities Laws.

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

“ Qualifying Transaction Agreement ” means any agreement or other similar commitment respecting the Qualifying Transaction which identifies the fundamental terms upon which the parties agree or intend to agree, including:

• (a) the Significant Assets and/or Target Company;

• (b) the parties to the Qualifying Transaction;

• (c) the value of the Significant Assets and/or Target Company and the consideration to be paid or otherwise identifies the means by which the consideration will be determined; and

• (d) the conditions to any further formal agreements or completion of the Qualifying Transaction.

“ Related Party Transaction ” has the meaning ascribed to that term under Multilateral Instrument 61‐101, 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

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transaction involves Non Arm’s Length Parties, or other circumstances exist which may compromise the independence of the Issuer with respect to the transaction.

“ Resulting Issuer ” means the issuer that was formerly a CPC, which exists upon issuance of the Final QT Exchange Bulletin.

“ Securities Laws ” means securities legislation, securities regulation and securities rules, as amended, and the policies, notices, instruments and blanket orders in force from time to time that are applicable to an issuer.

“ SEDAR ” means the filing system referred to in National Instrument 13‐101 System for Electronic Document Analysis and Retrieval (SEDAR) or its successor legislation (or its successor system).

“ Shareholders ” means the holders of Common Shares of the Issuer.

“ 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 of the Exchange.

“ Sponsor ” a Member that meets the criteria specified in the Exchange Policy 2.2 ‐ Sponsorship and Sponsorship Requirements , which has an agreement with an Issuer to undertake the functions of sponsorship as required by that policy and various other Exchange policies.

“ Sponsor Report ” means the report to be provided to the Exchange by the Sponsor.

“ Target Company ” means a Company to be acquired by the CPC as a Significant Assets pursuant to a Qualifying Transaction.

“ Trustee ” means Computershare Investor Services Inc., a trust Issuer having an office in the City of Vancouver, in the Province of British Columbia.

“ Vendor(s) ” means one or all of the beneficial owners, of the Significant Assets and/or a Target Company(ies).

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PROSPECTUS SUMMARY

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

The Issuer: Badger Capital Corp. Business of the The Issuer is a CPC. The principal business of the Issuer will be the identification Issuer: and evaluation of assets or businesses with a view to completing a Qualifying Transaction. The Issuer has not commenced commercial operations and has no assets other than a minimum amount of cash. The Issuer has commenced the process of identifying potential acquisitions. To date, the Issuer has not yet identified a Company or assets for a potential Qualifying Transaction. Furthermore, the Issuer has not entered into an Agreement in Principle. See “Business of the Issuer ‐ Proposed Operations until Completion of a Qualifying Transaction”.

Offering: A total of 4,000,000 Common Shares are being offered and qualified under this prospectus at a price of $0.10 per Common Share. In addition, the Issuer will grant to the Agent and any sub‐agents as directed by the Agent, non‐ transferable options to purchase up to 400,000 Common Shares at a price of $0.10 per Common Share and which may be exercised for a period of 24 months from the day the Common Shares are listed on the Exchange. The Agent’s Options are qualified for distribution under this prospectus.

Use of Proceeds: The net proceeds to the Issuer from the Offering after deduction of all costs in respect of the Offering and prior share issuances, together with existing funds of the Issuer, are estimated to be $500,005 assuming completion of the Offering. These funds, less ongoing general and administrative costs, will be used to provide the Issuer 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 Issuer 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” for details of the restrictions and prohibitions on the Issuer’s use of funds.

Directors and Neil Currie ‐ President, Chief Executive Officer, Chief Financial Management: Officer, Corporate Secretary and Director John Arlen Hansen ‐ Director Benjamin Curry ‐ Director James Currie ‐ Director

Neil Currie is the Promoter of the Issuer. See “Directors, Officers and Promoter” and “Promoter”.

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Escrow Securities:

Risk Factors:

All of the 4,600,100 Common Shares issued at $0.05 per Common Share and all of the CPC Stock Options, being 400,000 CPC Stock Options, will be deposited in escrow pursuant to the terms of a CPC Escrow Agreement and will be released from escrow in stages over a period of 18 months from the date of the Final QT Exchange Bulletin. See “Escrowed Securities”.

Investment in the Common Shares must be regarded as highly speculative due to the proposed nature of the Issuer’s business and its present stage of development. The Issuer was only recently incorporated and has no active business or assets other than cash. The Issuer does not have a history of earnings, nor has it paid any dividends and will not generate earnings or pay dividends until at least after the Completion of the Qualifying Transaction. The Offering is only suitable to investors who are prepared to rely entirely on the directors and management of the Issuer and can afford to risk the loss of their entire investment. The directors and officers of the Issuer will only devote part of their time and attention to the affairs of the Issuer and there are potential conflicts of interest to which some of the directors and officers of the Issuer will be subject in connection with the operations of the Issuer. Assuming completion of the Offering, an investor will suffer an immediate dilution on investment (based on the gross proceeds from this and prior issuances without deduction of selling and related expenses) per Common Share of $0.0262 or 26.2%. There can be no assurance that an active and liquid market for the Issuer’s Common Shares will develop and an investor may find it difficult to resell the Common Shares. Until Completion of the Qualifying Transaction, the Issuer will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction. The Issuer has only limited funds with which to identify and evaluate possible Qualifying Transactions and there can be no assurance that the Issuer will be able to identify or complete a suitable Qualifying Transaction.

The Qualifying Transaction may involve the acquisition of a business or assets located outside of Canada. It may therefore be difficult or impossible to effect service or notice to commence legal proceedings upon any directors, officers and experts outside of Canada and it may not be possible to enforce against such Persons or Companies judgments obtained in Canadian courts predicated upon the civil liability provisions applicable to securities laws in Canada. See “Business of the Issuer”, “Directors, Officers and Promoters ‐ Conflicts of Interest”, “Capitalization”, “Dilution” and “Risk Factors”.

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THE ISSUER

The Issuer was incorporated on July 23, 2020, as evidenced by a Certificate of Incorporation issued pursuant to the provisions of the Business Corporations Act (British Columbia) under the name “Badger Capital Corp.”

The registered and records office of the Issuer is located at Suite 800, 885 West Georgia Street, Vancouver, British Columbia V6C 3H1. The head office of the Issuer is located at #1090 – 510 Burrard Street, Vancouver, BC V6C 3B9.

BUSINESS OF THE ISSUER

Preliminary Expenses

From inception to November 30, 2020, the Issuer incurred $11,334 in professional fees and bank charges of $14. From December 1, 2020 to February 28, 2021, the Issuer incurred professional fees in the amount of $18,396 and bank charges of $75. Since February 28, 2021, the Issuer has incurred professional fees in the amount of $15,227 and bank charges of $75. Certain of the Offering proceeds will be utilized to satisfy the obligations of the Issuer related to the Offering, including the expenses of its auditor and legal fees, the fees of the Exchange, the Agent’s commission, the Corporate Finance Fee, legal fees and expenses and the fees of the securities regulatory authorities. See “Use of Proceeds”.

Proposed Operations until Completion of the Qualifying Transaction

The Issuer proposes to identify and evaluate businesses and assets with a view to completing the Qualifying Transaction. Any proposed Qualifying Transaction must be accepted by the Exchange and in the case of a Non‐Arm’s Length Qualifying Transaction, the transaction is also subject to Majority of the Minority Approval in accordance with the CPC Policy. The Issuer has not conducted commercial operations other than to enter into discussions for the purpose of identifying potential acquisitions or interests. The Issuer currently intends to primarily pursue a Qualifying Transaction in the natural resources or industrial sector but there is no assurance that these will, in fact, be the business sectors of a proposed Qualifying Transaction or of the Issuer following the Completion of the Qualifying Transaction.

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

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

Method of Financing

The Issuer may use cash, bank financing, the issuance of treasury shares, public financing of debt or equity 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 Issuer and may cause the Shareholders’ interest in the Issuer to be further diluted.

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Criteria for a Qualifying Transaction

The Issuer will consider acquisitions of assets or businesses operated or located both inside and outside of Canada, as permitted by the CPC Policy. All potential acquisitions will be screened initially by management of the Issuer to determine their economic viability. Approval of acquisitions will be made by the Board. The Board will examine proposed acquisitions having regard to sound business fundamentals, utilizing the expertise and experience of the directors. The Board of the Issuer must approve any proposed Qualifying Transaction. In exercising their powers and discharging their duties in relation to a proposed Qualifying Transaction, the directors will act honestly and in good faith with a view to the best interests of the Issuer and will exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

Filings and Shareholder Approval of a Qualifying Transaction

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

Once the Conditional Acceptance Documents have been accepted for filing, the Exchange will advise the 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 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 Corporation will file on SEDAR and mail to its Shareholders the notice of meeting, CPC Information Circular and form of proxy, together with any other required documents; and

• (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

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longer be considered to be a CPC upon the Exchange having issued the Final QT Exchange Bulletin. The Exchange will generally not issue the Final QT Exchange Bulletin until the Exchange has received:

• (a) confirmation of Shareholder approval of the Qualifying Transaction, if required;

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

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

Upon issuance of the Final QT 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 a Qualifying Transaction Agreement 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 the Qualifying Transaction, are so significant or numerous as to make it appear to the Exchange that the halt should be reinstated or continued.

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

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

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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 Resulting Issuer will be a mutual fund, as defined in the securities legislation; or

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

USE OF PROCEEDS

Proceeds and Principal Purposes

The gross proceeds received by the Issuer from the sale of Common Shares prior to the date of this prospectus was $230,005. The gross proceeds to be received by the Issuer from the sale of the Common Shares offered by this prospectus will be $630,005. From the aggregate gross proceeds of $400,000, the expenses and costs of this issue, including legal, accounting, audit, printing, regulatory fees and the Agent’s commission, the Corporate Finance Fee, legal fees and expenses, estimated in the aggregate, to be approximately $130,000 will be deducted. The Issuer estimates that $500,005 will be available to the Issuer from the sale of Common Shares distributed by this prospectus and prior sales of Common Shares.

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

the Issuer upon the completion of this Offering:
Item	Total Offering
(a) Gross cash proceeds received by the Issuer from the sale of Common Shares prior to this Offering(1) (b) Less: Expenses and costs relating to raising the cash proceeds referred to in (a) above (c) Plus: Gross cash proceeds to be raised by the Issuer from the sale of Common Shares distributed pursuant to this Offering(2) (d) Less: Expenses and costs relating to the Offering (including listing fees, Agent’s commission, legal fees, audit fees and expenses) referred to in (c) above, incurred to date and expected to be incurred(3)(4)	$230,005 Nil $400,000 ($130,000)
(e)Estimated funds to be available to the Issuer (on completion of the Offering) Funds available for identifying and evaluating assets or business prospects(5) Estimated general and administrative expenses until Completion of the Qualifying Transaction(6) Total Net Proceeds	$500,005 $440,005 $60,000
	$500,005

• (1) See “Prior Sales”.

• (2) In the event the Agent exercises the Agent’s Options, there will be available to the Issuer a maximum of an additional $40,000, which will be added to the working capital of the Issuer. In the event that any portion of the CPC Stock Options are exercised, there will be available to the Issuer an additional $40,000 which will be added to the working capital of the Issuer. There is no assurance that any of these options will be exercised.

• (3) Includes estimated Exchange listing fees of $15,750 including GST, estimated Commissions filing fees of $5,500, Agent’s commission of $40,000, Corporate Finance Fee of $15,750 including GST, Agent’s legal fees and expenses of $10,500 including GST (see note (4)), the Issuer’s legal fees of $30,000, audit fees of $10,000 and other expenses of approximately $2,500 for a total of $130,000.

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• (4) Pursuant to the Agency Agreement, the Agent will be paid a cash commission of $40,000 and the Agent will be reimbursed by the Issuer for its reasonable legal fees and expenses estimated at $10,000 plus taxes and disbursements towards which the Issuer has paid a $6,000 retainer. The Issuer will pay the Agent a non‐refundable Corporate Finance Fee of $15,750 including GST, of which the Issuer has paid $7,875 and the balance of the $7,875 will be paid from the proceeds of the Offering.

• (5) In the event that the Issuer enters into a Qualifying Transaction Agreement prior to spending the entire $500,005 on identifying and evaluating assets or businesses, the remaining funds may be used to finance or partly finance the acquisition of, or participation in, the Significant Assets or for working capital after Completion of the Qualifying Transaction.

• (6) Includes estimated office supplies, office rent and related utilities fees of $5,000, legal fees of $32,000, audit fees of $22,000 and transfer agent fees of $1,000.

Until required for the Issuer’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 Issuer may commit.

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) valuation or appraisals,

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• (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 account, 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:

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

• (b) the Qualifying Transaction has been announced in a comprehensive news release;

• (c) due diligence with respect to the Qualifying Transaction is well underway;

• (d) if applicable, a Sponsor has been engaged or the sponsorship requirement has been waived;

• (e) the loan has been announced in a news release at least 15 days prior to the date of any such loan; and

• (f) the total amount of all deposits, advances and loans from the 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.

Prohibited Payments to Non‐Arm’s Length Parties

Except as described under “Options to Purchase Securities”, “Permitted Use of Funds” and “Finder’s Fees”, the Issuer has not made, and until the Completion of the Qualifying Transaction will not make, any payment of any kind, directly or indirectly, to a Non‐Arm’s Length Party to the Issuer or to a Non‐ Arm’s Length Party to the Qualifying Transaction, or to a Person engaged in investor relations activities,

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promotional or market‐making services in respect of the Issuer or the securities of the Issuer or any Resulting Issuer, by any means, including:

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

• (b) deposits and similar payments.

Further, no such payment will be made by the Issuer or by any other Person after the Completion of the Qualifying Transaction if such payment relates to services rendered or obligations incurred before or in connection with the Qualifying Transaction.

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

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

Private Placements for Cash

After the closing of the Offering and until the Completion of the Qualifying Transaction, the Issuer will not issue any securities unless written acceptance of the Exchange is obtained before issuance. Prior to the Completion of the Qualifying Transaction, the Exchange generally will not accept a private placement by the Issuer where the gross proceeds raised from the issuance of securities both prior to and pursuant to the Offering, together with any proceeds anticipated to be raised upon closing of the private placement, will exceed $10,000,000. Generally, the only securities issuable pursuant to such a private placement will be Common Shares and Agent’s Options. Subject to certain limited exceptions, any Common Shares issued pursuant to the private placement to Non‐Arm’s Length Parties to the Issuer and to Principals of the Resulting Issuer will be subject to escrow.

Finder’s Fees

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

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

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

• (i) the Qualifying Transaction is not a Non‐Arm’s Length Qualifying Transaction,

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

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

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

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

PLAN OF DISTRIBUTION

Agency Agreement and Agent’s Compensation

Pursuant to the Agency Agreement, the Issuer has appointed the Agent as its agent to offer for sale on a commercially reasonable efforts basis to the public 4,000,000 Common Shares as provided in this Prospectus, at a price of $0.10 per Common Share, for aggregate gross proceeds of $400,000, subject to the terms and conditions in the Agency Agreement. The Agent will receive the Agent’s commission of $40,000 on Closing. In addition, the Issuer will pay the Agent’s reasonable legal fees and expenses estimated at $10,000 plus disbursements and taxes, towards which a retainer of $6,000 has been paid. In addition, the Issuer will pay the Agent the non‐refundable Corporate Finance Fee of $15,750 including GST, of which $7,875 has been paid and $7,875 will be paid on Closing.

The Issuer has also agreed to grant to the Agent, and any sub‐agents as directed by the Agent, non‐ transferable Agent’s Options which entitle the holder to purchase up to 400,000 Common Shares at a price of $0.10 per Common Share and which may be exercised for a period of 24 months from the day the Common Shares of the Issuer are listed on the Exchange. The Agent’s Options are qualified under this prospectus for distribution. Not more than 50% of the aggregate number of Common Shares which can be acquired on the exercise of the entire Agent’s Options may be sold by the Agent prior to the Completion of the Qualifying Transaction. The remaining 50% may be sold after the Completion of the Qualifying Transaction. The Agent has agreed to use its commercially reasonable efforts to secure subscriptions for the Common Shares offered hereunder on behalf of the Issuer and may make co‐ brokerage arrangements with other investment dealers at no additional cost to the Issuer. 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 stated in the Agency Agreement.

Best Efforts Offering and Minimum Distribution

The Offering consists of 4,000,000 Common Shares at a price of $0.10 per Common Share for total gross proceeds of $400,000. Under the CPC Policy 75% or 3,000,000 of the total number of Common Shares offered under this prospectus are subject to the following limits:

• (a) the maximum number of Common Shares that may be directly or indirectly purchased by any one purchaser pursuant to the Offering is 2% or 80,000 of the total number of Common Shares offered under this prospectus; and

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• (b) the maximum number of Common Shares that may be directly or indirectly purchased by any one purchaser, together with that purchaser’s Associates and Affiliates, is 4% or 160,000 of the total number of Common Shares offered under this prospectus.

The funds received from the Offering will be deposited with the Agent, and will not be released until a minimum of $400,000 has been deposited. The total subscription must be raised within 90 days of the date a receipt for the final prospectus is issued, or such other time as may be consented to by the Agent and Persons or Companies who subscribed within that period and as approved by the regulatory authorities, failing which the Agent will remit the funds collected to the original subscribers without interest or deduction, unless subscribers have otherwise instructed the Agent.

Determination of Price

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

Listing Application

The Exchange has conditionally accepted the listing of the Issuer’s Common Shares. Listing is subject to the Issuer fulfilling all of the requirements of the Exchange.

Venture Issuers

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

Restrictions on Trading

Other than the initial public offering of the Common Shares pursuant to this prospectus and the grant of the Agent’s Options and the grant of the CPC Stock Options, no securities of the Issuer will be permitted to be issued during the period between the date a receipt for the preliminary prospectus is issued by the securities commission that is designated the principal regulator pursuant to MI 11‐202 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 SHARE CAPITAL

Common Shares

The Issuer is authorized to issue an unlimited number of Common Shares without par value. As of the date hereof, 4,600,100 Common Shares are issued and outstanding as fully paid and non‐assessable, 4,000,000 Common Shares are reserved for issuance under this prospectus, 400,000 Common Shares are reserved for issuance pursuant to the Agent’s Options and 400,000 are reserved for issuance pursuant to the CPC Stock Options. See “Plan of Distribution”.

The holders of Common Shares are entitled to dividends, if, as and when declared by the Board, entitled to one vote per share at meetings of the shareholders of the Issuer and, upon dissolution, entitled to share equally in such assets of the Issuer as are distributable to the holders of Common Shares and

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subject to the rights of the holders of preferred shares. All Common Shares to be outstanding after completion of this Offering will be fully paid and non‐assessable.

CAPITALIZATION

Designation of Security Amount authorized or to be authorized Amount outstanding as of the most recent statement of financial position contained in theprospectus	Amount outstanding as of a specific date within 30 days of the date of the prospectus(1) Amount to be outstanding if all Common Shares being offered are sold(2)(3)
Common Shares unlimited $220,005 (4,400,100 Common Shares)(4)	$230,005 (4,600,100 Common Shares)(4) $630,005 (8,600,100 Common Shares)
Long Term Debt Nil Nil	Nil Nil

(1) As at the date of such statement of financial position and as of the date hereof, the Issuer had not commenced commercial operations.

(2) The Issuer has reserved 400,000 Common Shares at $0.10 per Common Share pursuant to the Agent’s Options. The Issuer has also reserved 400,000 Common Shares at $0.10 per Common Share issuable pursuant to the CPC Stock Options. See “Plan of Distribution” and “Options to Purchase Securities”. This figure does not include the Agent’s Options or the CPC Stock Options.

(3) Based on the gross proceeds of the Offering of $400,000 and before deducting the Agent’s commission, Corporate Finance Fee and reasonable expenses and the other costs of this Offering, estimated at $130,000.

(4) These Common Shares were issued at $0.05 per Common Share. See “Prior Sales”.

OPTIONS TO PURCHASE SECURITIES

The Issuer has adopted a stock option plan, as amended, pursuant to which the Board of the Issuer may from time to time, in its discretion, and in accordance with the Exchange requirements, grant to directors, officers and technical consultants to the Issuer and Eligible Charitable Organizations, non‐ transferable CPC Stock 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 as at the date of grant of any CPC Stock Option, and that the exercise period does not exceed 10 years from the date of grant. The number of Common Shares issuable to any individual director or officer will not exceed five percent (5%) of the issued and outstanding Common Shares of the Issuer as at the date of grant of any CPC Stock Option. The number of Common Shares issuable at any given time to all technical consultants in aggregate will not exceed two percent (2%) of the issued and outstanding Common Shares of the Issuer as at the date of grant of any CPC Stock Option. The number of Common Shares issuable at any given time to Eligible Charitable Organizations in aggregate will not exceed one percent (1%) of the issued and outstanding Common Shares of the Issuer as at the date of grant of any CPC Stock Option. The term of a CPC Stock Option must expire not later than 12 months after the optionee ceases to be a director, officer or technical consultant of the Issuer, or of the Resulting Issuer, as the case may be, subject to any earlier expiry date of such CPC Stock Option.

All CPC Stock Options and Common Shares issued prior to the date of the Final QT Exchange Bulletin pursuant to the exercise of CPC Stock Options are subject to escrow under the CPC Escrow Agreement. In addition, all common Shares issued on or after the date of the Final QT Exchange Bulletin pursuant to the exercise of CPC Stock Options granted prior to the Offering with an exercise price that is less than the issue price of this Offering are also subject to escrow under the CPC Escrow Agreement. For further details of the escrow requirements and release provisions see “Escrow Securities”.

The Issuer has granted the following CPC Stock Options:

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Optionee	Number of Common Common Shares Reserved Under Option	Exercise Price	Expiry Date
Neil Currie	100,000	$0.10	10years from the ListingDate
John Arlen Hansen	100,000	$0.10	10years from the ListingDate
Benjamin Curry	100,000	$0.10	10years from the ListingDate
James Currie	100,000	$0.10	10years from the ListingDate
Total	400,000	$0.10

PRIOR SALES

Since the date of incorporation of the Issuer, 4,600,100 Common Shares have been issued as follows:

Date	Number of Common Shares	Issue Price Per Share	Aggregate Issue Price	Consideration Received
July23,2020	100(1)	$0.05	$5.00	Cash
November 26,2020	4,400,000(1)(2)	$0.05	$220,000	Cash
April 8,2021	200,000(1)	$0.05	$10,000	Cash

(1) These Common Shares will be held in escrow. See “Escrowed Securities”.

(2) 1,680,000 of these Common Shares are held by members of the Aggregate Pro Group and will be held in escrow. See “Escrowed Securities”.

ESCROWED SECURITIES

Securities Escrowed Prior to the Completion of the Qualifying Transaction

All 4,600,100 Common Shares issued prior to this Offering and all Common Shares that may be acquired from treasury of the Issuer by Non‐Arm’s Length Parties of the Issuer either under the Offering or otherwise prior to the date of the Final QT Exchange Bulletin will be deposited with the Trustee under the CPC Escrow Agreement.

All CPC Stock Options and all Common Shares issued prior to the date of the Final QT Exchange Bulletin pursuant to the exercise of CPC Stock Options are subject to escrow under the CPC Escrow Agreement.

In addition, all Common Shares issued on or after the date of the Final QT Exchange Bulletin pursuant to the exercise of CPC Stock Options granted prior to the Offering with an exercise price that is less than the issue price of this Offering are also subject to escrow under the CPC Escrow Agreement.

The following table sets out, as at the date hereof, the number of Common Shares and CPC Stock Options which are held in escrow:

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		‐ 22 ‐
Name and Municipality of Residence of Shareholder	Common Shares	Number of Common Shares Held in Escrow	Percentage of Common Shares Prior to Giving Effect to the Offering	Percentage of Common Shares After Giving Effect to the Offering (1)	Number of CPC Stock Options Held in Escrow
Neil Currie(2) Vancouver,BC	1,000,100	1,100,100	21.74%	11.63%	100,000
Leede Jones Gable ITF Jarl Whist Vancouver,BC	840,000	840,000	18.26%	9.77%	‐
Leede Jones Gable ITF Paolo Zuccarello Vancouver,BC	160,000	160,000	3.48%	1.86%	‐
PI Financial Corp. ITF Bryan Henry Vancouver,BC	840,000	840,000	18.26%	9.77%	‐
Benjamin Curry Vancouver,BC	400,000	500,000	8.70%	4.65%	100,000
Kin Communications Inc.(3) Vancouver,BC	1,000,000	1,100,000	21.73%	11.63%	100,000(4)
PI Financial Corp. ITF Darren Poirier	160,000	160,000	3.48%	1.86%	‐
James Currie(5) Abbotsford,BC	200,000	300,000	4.35%	2.33%	100,000
Total	4,600,100	5,000,100	100.00%	53.50%	400,000

(1) Assuming no Common Shares are purchased by these persons under the Offering and assuming no exercise of the CPC Stock Options or the Agent’s Options.

(2) 100 of these Common Shares are held directly by Neil Currie and 1,000,000 Common Shares are held by Leede Jones Gable Inc. ITF Neil Currie.

(3) A company wholly owned by John Arlen Hansen, a director of the Issuer.

(4) These CPC Stock Options are held in the name of John Arlen Hansen.

(5) 200,000 Common Shares are held by Leede Jones Gable Inc. ITF James Currie and 100,000 CPC Stock Options are held directly by James Currie.

Where the Common Shares of the Issuer which are required to be held in escrow are held by a non‐ individual (a “ holding company ”), each holding company pursuant to the CPC Escrow Agreement, has agreed, or will agree, not to carry out any transactions during the currency of the CPC 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 securities to be issued or transferred if it 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 CPC Escrow Agreement:

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

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

Release Dates	Percentage to be Release
Date of FinalQT Exchange Bulletin	25%
Date 6 months followingFinalQT Exchange Bulletin	25%
Date 12 months followingFinalQT Exchange Bulletin	25%
Date 18 months followingFinalQT Exchange Bulletin	25%
Total	100%

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

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

• (a) immediately cancel all of the escrowed Common Shares held by each Non‐Arm’s Length Party to the Issuer that were issued at a price below the Offering price under this prospectus and all CPC Stock Options and Common Shares issued on exercise of the CPC Stock Options held by such persons; and

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

Escrowed Securities on Qualifying Transaction

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

PRINCIPAL SHAREHOLDERS

The following table lists those persons who directly own 10% or more of the issued and outstanding Common Shares of the Issuer as at the date hereof:

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		‐ 24 ‐
Name and Municipality of Residence of Shareholder	Type of Ownership	Number of Common Shares(1)	Percentage of Common Shares Owned Before Offering	Percentage of Common Shares of Owned After Offering(2)
Neil Currie(2) Vancouver,BC	Direct/Indirect(3)	1,000,100	21.74%	11.63%
Leede Jones Gable ITF Jarl Whist Vancouver,BC	Indirect	840,000	18.26%	9.77%
PI Financial Corp. ITF Bryan Henry Vancouver,BC	Indirect	840,000	18.26%	9.77%
Kin Communications Inc.(4) Vancouver,BC	Indirect	1,000,000	21.73%	11.63%
Total		3,680,100	79.99%	42.80%

(1) These securities are subject to escrow pursuant to the policies of the Exchange. See “Escrowed Securities”.

• (2) Assuming no Common Shares are purchased by these persons under the Offering, and assuming full exercise of the Agent’s Options, and the CPC Stock Options on a fully diluted basis, Neil Currie will hold 11.83%, Leede Jones Gable ITF Jarl Whist will hold 9.03%, PI Financial Corp ITF Bryan Henry will hold 9.03% and Kin Communications Inc. will hold 11.83% of the issued and outstanding Common Shares.

• (3) 100 of these Common Shares are held directly by Neil Currie and 1,000,000 Common Shares are held indirectly through Leede Jones Gable Inc. ITF Neil Currie.

• (4) Kin Communications Inc. is a company wholly owned by John Arlen Hansen.

DIRECTORS, OFFICERS AND PROMOTER

The following are the names and provinces or states and countries of residence of the directors, officers and Promoter of the Issuer, their positions and offices with the Issuer and their principal occupations during the last five years:

Name, Age and Residence	Occupation and Educational Experience	Position with Corporation	Number of Common Shares Owned(1)
Neil Currie, 35 British Columbia, Canada	Mr. Currie has served as the President and a Director since July 23, 2020 and a member of the audit committee since January 14, 2021. Mr. Currie has been the Managing Partner and co‐founder of Capital Event Management Ltd. (“CEM”) from November 2010, a private company which produces live/virtual investment event that link emerging issuers and private companies with top finance professionals through virtual zoom meetings and or a weekend of one‐on‐one meetings/networking. Since 2010 Mr. Currie and his team have organized over 65 investment conferences around North America, facilitating capital investment for companies listed on the Toronto Stock Exchange, the Exchange and Canadian Securities Exchange. Mr. Currie also manages CEM Capital (Investment Fund Division of CEM)The investment fund focuses only	President and Director since July 23, 2020 Chief Executive Officer, Chief Financial Officer and Corporate Secretary since December 4, 2020 Member of Audit Committee	1,000,100 Common Shares

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	‐ 25 ‐
Name, Age and Residence	Occupation and Educational Experience	Position with Corporation	Number of Common Shares Owned(1)
	on the speculative markets and is considered agnostic, a flexible, non‐industry/sector investment approach premised on tempering factor or thematic volatility due to sector biases inherent in other investment styles. This division allows CEM to take advantage of the opportunities that they meet with on a daily basis while also keeping the quality of attending issuers very high level. Over the course of his 15+ year career in the Canadian small cap investment environment he has been directly involved in three go public companies and two reverse takeover transactions while also holding various board seats. Mr. Currie has been the CEO, CFO, Corporate Secretary and a director of First Light Capital Corp., a CPC company, since March 15, 2018 and a director of Valdy Investments Ltd., a CPC company, since February 15, 2019. Mr. Currie was a control person of Gold Finder Explorations Ltd. (now called Venzee Technologies Inc.), a technology company listed on the Exchange, from May2017 to January2019.	Promoter
John Arlen Hansen, 45, British Columbia, Canada	Mr. Hansen has served as a Director of the Issuer since July 23, 2020 and an audit committee member of the Issuer since January 14, 2021. Mr. Hansen is the President and CEO of Kin Communications Inc., a full‐service investor relations firm, since March 2007. Mr. Hansen was a control person of First Light Capital Corp., a CPC company, from April 2019 to July 2020 and a control person of Teslin River Resources Corp. (now called Siyata Mobile Inc.), a technology company listed on NASDAQ, from July 2014 to July 2015. Mr. Hansen was a control person of Gold Finder Explorations Ltd. from April 2017 to December 2017	Director since July 23, 2020 Member of Audit Committee	1,000,000 Common Shares(2)
Benjamin Curry, 37, British Columbia, Canada	Mr. Curry has served as a Director of the Issuer since July 23, 2020 and an audit committee member of the Issuer since January 14, 2021. Mr. Curry began his career in the financial markets in 2006 specializing in corporate structuring, market analysis, investor relations, and capital financing in the public equity arena. Since 2015, Mr. Curry is a registered mortgage broker and is currently the vice‐president of Bancwest Pacific Realty Corp., a real estate agency. He was a mortgage analyst with Ellis Mortgages Canada, an independent mortgage broker, from January 2015 to July 2018. Mr. Curry has been a director of First Light Capital Corp., a CPC company, since March 15, 2018. He holds a Bachelor of Arts Degree in Geography from the Universityof British Columbia	Director since July 23, 2020 Member of Audit Committee	400,000 Common Shares

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	‐ 26 ‐
Name, Age and Residence	Occupation and Educational Experience	Position with Corporation	Number of Common Shares Owned(1)
James Currie, 67 British Columbia, Canada	James A. (Jim) Currie is a registered professional engineer with over 40 years of senior management, engineering and operations experience in the mining industry. Most recently, he served as Chief Operating Officer of Equinox Gold Corp., where, amongst other things, he led the construction team building the Company’s Aurizona Mine in Brazil. Prior to that, Mr. Currie was the Chief Operating Officer of a number of small to mid‐size mining and development companies, including Pretium Resources and New Gold Inc. Mr. Currie holds a Bachelor’s degree in mining engineering from Queen’s University.	Director	200,000 Common Shares

(1) Assuming that no Common Shares are purchased by the above‐noted persons under this Offering and before the exercise of the Agent’s Option and the CPC Stock Options.

(2) These Common Shares are held indirectly through Kin Communications Inc., a corporation incorporated under the laws of the Province of British Columbia, which is wholly owned by John Arlen Hansen.

Each of the directors currently has employment outside of the Issuer, but has agreed to devote as much of his time to the business and affairs of the Issuer as necessary to complete the Issuer’s Qualifying Transaction, and to continue to oversee the operations of the Issuer. None of the directors are employees or independent contractors of the Issuer and none of them have entered into a non‐ competitive or non‐disclosure agreement with the Issuer.

The term of office of the directors expires annually at the time of the Issuer’s annual general meeting of shareholders. The term of office of the executive officers expires at the discretion of the Board.

Other Corporate Information

Pursuant to the provisions of the Business Corporations Act (British Columbia), the Issuer is required to have an audit committee. The general function of the audit committee is to review the overall audit plan and the Issuer’s system of internal controls, to review the results of the external audit and to resolve any potential dispute with the Issuer’s auditor. The audit committee of the Issuer currently consists of Neil Currie, John Arlen Hansen and Benjamin Curry.

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

Prior to this Offering, the directors, officers and Promoter beneficially own, directly or indirectly, or have control or direction over, an aggregate of 2,600,100 Common Shares (56.52%) in the capital of the Issuer. See “Principal Shareholders”. Neil Currie, the President, Chief Executive Officer, Chief Financial Officer, Corporate Secretary, Director and Promoter of the Issuer, beneficially owns 1,000,100 Common Shares (21.74%) in the capital of the Issuer.

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Other Reporting Issuer Experience

The following table sets out the directors, officers and Promoter of the Issuer 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:

The following table sets out the directors, officers and Promoter of the Issuer 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:	The following table sets out the directors, officers and Promoter of the Issuer 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:	The following table sets out the directors, officers and Promoter of the Issuer 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:	The following table sets out the directors, officers and Promoter of the Issuer 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:	The following table sets out the directors, officers and Promoter of the Issuer 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 of Director, Officer or Promoter Name of Reporting Issuer Name of Exchange or Market Position Term From – To
Neil Currie First Light Capital Corp. Exchange CEO CFO, Corporate Secretary and Director 03/18 to 06/20 03/18 to present ValdyInvestments Ltd. Exchange Director 02/19 topresent
Benjamin Curry First Light Capital Corp. Exchange Director 03/18 topresent
James Currie	First Light Capital Corp. Ok2 Minerals Ltd. Graphite Resources Inc.	Exchange Exchange Exchange	President, CEO and Director Chief Operating Officer Director Director	06/20 to present 05/16 to 11/17 06/15 to 11/18 11/13 to 06/17
NexGen Energy Ltd. TSX Director 03/11 to 09/16 Equinox Gold Corp. TSX COO/Consultant 05/18 to 03/20

Cease Trade Orders

No director, officer, Insider or Promoter or a shareholder holding a sufficient number of securities to affect materially the control of the Issuer is, or was within ten years before the date of the prospectus, a director, officer, Insider or Promoter of any other issuer that:

• (a) was subject to a cease trade or similar order or an order that denied such issuer access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days, that was issued while the director, officer, Insider, Promoter or shareholder was acting in capacity as director, officer, Insider or Promoter; and

• (b) was subject to a cease trade or similar order or an order that denied the other issuer access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days, that was issued after the director, officer, Insider, Promoter or shareholder ceased to be a director, officer, Insider or Promoter and which resulted from an event that occurred while that person was acting in the capacity as director, officer, Insider or Promoter;

Penalties or Sanctions

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

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Bankruptcies

No director, officer, Insider or Promoter of the Issuer, or a shareholder of the Issuer holding a sufficient number of securities of the Issuer to affect materially the control of the Issuer:

• (a) is, as at the date of the prospectus, or has been within the 10 years before the date of the prospectus, a director, officer, Insider or Promoter of any company (including the CPC) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, 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, state the fact; or

• (b) has, within the 10 years before the date of the prospectus, as applicable, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, officer, Insider, Promoter or shareholder.

Conflicts of Interest

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

Audit Committee

Under National Instrument 52‐110 Audit Committees (“ NI 52‐110 ”), a reporting issuer is required to provide disclosure annually with respect to its audit committee, including the text of its audit committee charter, information regarding composition of the audit committee, and information regarding fees paid to its external auditor. The Issuer provides the following disclosure with respect to its audit committee (the “ Audit Committee ”).

The Audit Committee Charter

The full text of the Issuer’s audit committee charter (the “ Audit Committee Charter ”) is attached as Schedule A to this prospectus.

Composition of the Audit Committee

The Audit Committee is comprised of three directors consisting of Neil Currie, Benjamin Curry and John Arlen Hansen. As defined in NI 52‐110, Mr. Currie, the President, Chief Executive Officer, Corporate Secretary, Chief Financial Officer and Director and Promoter of the Issuer, is not “independent”, as he is an executive officer of the Issuer, and Messrs. Curry and Hansen are independent. All of the Audit Committee members are “financially literate”, as defined in NI 52‐110, as all have the industry experience necessary to understand and analyze financial statements of the Issuer, as well as the understanding of internal controls and procedures necessary for financial reporting.

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The Audit Committee is responsible for review of both interim and annual financial statements for the Issuer. For the purposes of performing their duties, the members of the Audit Committee have the right, at all times, to inspect all the books and financial records of the Issuer and any subsidiaries and to discuss with management and the external auditors of the Issuer any accounts, records and matters relating to the financial statements of the Issuer. The Audit Committee members meet periodically with management and annually with the external auditors.

Relevant Education and Experience

The following sets out the education and experience of each Audit Committee member that is relevant to the performance of his responsibilities as an Audit Committee member and that provides each member with: (i) an understanding of the accounting principles used by the Issuer to prepare its financial statements; (ii) the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and provisions, (iii) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Issuer’s financial statements, or experience actively supervising one or more individuals engaged in such activities; and (iv) an understanding of internal controls and procedures for financial reporting:

Mr. Currie has been the Managing Partner and co‐founder of Capital Event Management Ltd. (“ CEM ”) from November 2010, a private company which produces live/virtual investment event that link emerging issuers and private companies with top finance professionals through virtual zoom meetings and or a weekend of one‐on‐one meetings/networking. Since 2010 Mr. Currie and his team have organized over 65 investment conferences around North America, facilitating capital investment for companies listed on the Toronto Stock Exchange, the Exchange and Canadian Securities Exchange. Mr. Currie also manages CEM Capital (Investment Fund Division of CEM) The investment fund focuses only on the speculative markets and is considered agnostic. This division allows CEM to take advantage of the opportunities that they meet with on a daily basis while also keeping the quality of attending issuers very high level. Mr. Currie has over 10 years’ experience in accounting practises, analysis and activities most specifically through his experience as an officer and director. It is through these activities that Mr. Currie has been given the understanding of internal controls and procedures to complete these financial reports.

Mr. Hansen is the President and CEO of Kin Communications Inc., a private company, since March 2007. Mr. Hansen was a control person of First Light Capital Corp., a CPC company, from April 2019 to July 2020 and a control person of Teslin River Resources Corp. (now called Siyata Mobile Inc.), a technology company listed on NASDAQ, from July 2014 to July 2015. Mr. Hansen was a control person of Gold Finder Explorations Ltd. from May 2017 to January 2019. Mr. Hansen has acquired 20 years of experience handling accounting related matters in both private and public companies as a director and officer. Additionally, Mr. Hansen has also been involved in various go‐public transactions and recognizes the important role strong internal controls and procedures play in executing a successful transaction.

Mr. Curry began his career in the financial markets in 2006 specializing in corporate structuring, market analysis, investor relations, and capital financing in the public equity arena. Since 2015, Mr. Curry is a registered mortgage broker and is currently the vice‐president of Bancwest Pacific Realty Corp., a real estate agency. He was a mortgage analyst with Ellis Mortgages Canada, an independent mortgage broker, from January 2015 to July 2018. He holds a Bachelor of Arts Degree in Geography from the University of British Columbia. Mr. Curry has been a director of First Light Capital Corp., a CPC company, since March 2018. Mr. Curry has experience in accounting practises, analysis and activities through his previous experience as an officer and director with several publicly traded issuers (previously noted).

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Further, he works directly with financial institutions to finance construction projects and real estate assets through Western Canada. He has been involved in funding real estate loans where financial analysis and understanding of financial statements are paramount to borrower review.

Audit Committee Oversight

Since the commencement of the Issuer’s most recently completed financial year, the Board has not failed to adopt a recommendation of the Audit Committee to nominate or compensate an external auditor.

Reliance on Certain Exemptions

Since the commencement of the Issuer’s most recently completed financial year, the Issuer has not relied on the exemptions in Sections 2.4, 6.1.1(4), 6.1.1(5) or Part 8 of NI 52‐110. Section 2.4 (De Minimis Non‐audit Services) provides an exemption from the requirement that the Audit Committee must pre‐approve all non‐audit services to be provided by the auditor, where the total amount of fees related to the non‐audit services are not expected to exceed 5% of the total fees payable to the auditor in the financial year in which the non‐audit services were provided. Sections 6.1.1(4) ( Circumstance Affecting the Business or Operations of the Venture Issuer ), 6.1.1(5) ( Events Outside Control of Member ) and 6.1.1(6) ( Death, Incapacity or Resignation ) provide exemptions from the requirement that a majority of the members of the Audit Committee must not be executive officers, employees or control persons of the Issuer or of an affiliate of the Issuer. Part 8 (Exemptions) permits a company to apply to a securities regulatory authority or regulator for an exemption from the requirements of National Instrument 52‐110 in whole or in part.

Pre‐Approval Policies and Procedures

Formal policies and procedures for the engagement of non‐audit services have yet to be formulated and adopted. Subject to the requirements of NI 52‐110, the engagement of non‐audit services is considered by, as applicable, the Board and the Audit Committee, on a case‐by‐case basis.

External Auditor Service Fees

In the following table, “audit fees” are fees billed by the Issuer’s external auditor for services provided in auditing the Issuer’s annual financial statements for the subject year. “Audit‐related fees” are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit review of the Issuer’s financial statements. “Tax fees” are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning. “All other fees” are fees billed by the auditor for products and services not included in the foregoing categories.

The aggregate fees billed by the Issuer’s external auditor since incorporation on July 23, 2020, by category, are as follows:

For the period from incorporation on July 23, 2020 to November 30	Audit Fees	Audit Related Fees	Tax Fees	All Other Fees
2020	$5,000	$2,500	Nil	$3,750

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Exemption

The Issuer is relying on the exemption provided by section 6.1 of National Instrument 52‐110 which provides that the Issuer, as a venture issuer, is not required to comply with Part 3 ( Composition of the Audit Committee ) and Part 5 ( Reporting Obligations ) of National Instrument 52‐110.

Executive Compensation

Except as set out below or otherwise disclosed in this prospectus, prior to Completion of the Qualifying Transaction, no payment of any kind has been made, or will be made, directly or indirectly, by the Issuer to a Non‐Arm’s Length Party to the Issuer 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 Issuer or any Resulting Issuer by any means, other than:

• (a) grants of CPC Sock Options as described under “Options to Purchase Securities”;

• (b) payment for and reimbursement of certain expenses as described in “Use of Proceeds – Permitted Use of Funds” and “Use of Proceeds – Prohibited Payments to Non‐Arm’s Length Parties”; and

• (c) finder’s fees as described in “use of Proceeds – Finder’s Fees”.

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

DILUTION

Purchasers of Common Shares under this prospectus will suffer an immediate dilution of $0.267 per Common Share or 26.7% on the basis of there being 8,600,100 Common Shares of the Issuer issued and outstanding following completion of the Offering. Dilution has been computed on the basis of total gross proceeds to be raised by this prospectus and from sales of securities prior to the filing of this prospectus, without deduction of commissions or related expenses incurred by the Issuer, as set forth below:

Item	Offering ($)
Gross proceeds of prior share issues Gross proceeds of this Offering Total gross proceeds after this Offering Offering price per share Proceeds per share after this Offering Dilution per share to subscriber Percentage of dilution in relation to offering price	$230,005 $400,000
	$630,005
	$0.10 $0.0733
	$0.0267
	26.7%

ELIGIBILITY FOR INVESTMENT

In the opinion of Clark Wilson LLP, counsel to the Issuer, based on the current provisions of the Income Tax Act (Canada) (the “ Tax Act ”) and the regulations thereunder, and any specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof, the Common Shares would, if issued on the date hereof, be a “qualified investment” under the

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Tax Act for a trust governed by a registered retirement savings plan, a registered retirement income fund, a registered education savings plans, a registered disability savings plan and a tax‐free savings account, all as defined in the Tax Act (each a “ Deferred Plan ”) and a deferred profit sharing plan provided that at such time: (i) the Common Shares are listed on a “designated stock exchange” as defined in the Tax Act (which currently includes the Exchange), or (ii) the Issuer is a “public Issuer”, as defined in the Tax Act.

The Common Shares are not currently listed on a “designated stock exchange”. However, the Issuer is applying to list the Common Shares on the Exchange prior to the time of Closing. In addition, the Issuer intends to file an election in its tax return for its first taxation year on or before its first filing due date to be deemed to have been a public Issuer from the beginning of that taxation year, and the Issuer will provide a covenant in the Agency Agreement to this effect.

Notwithstanding the foregoing, if the Common Shares are a "prohibited investment" as defined in the Tax Act, the holders, annuitants, or subscribers, as the case may be, of Deferred Plans which hold any such Common Shares that are prohibited investments will be subject to a penalty tax. The Common Shares will generally not be a prohibited investment, unless the holder, annuitant, or subscriber, as the case may be, does not deal at arm’s length with the Issuer for purposes of the Tax Act, or the holder, annuitant or subscriber, as the case may be, has a "significant interest" in the Issuer (within the meaning of the Tax Act). Generally, a holder, annuitant or subscriber will have a significant interest in the Issuer if the holder, annuitant, subscriber and/or persons or partnerships not dealing at arm’s length with the holder, annuitant or subscriber own directly or indirectly 10% or more of the issued shares of any class of the capital stock of the Issuer or any Issuer related to the Issuer within the meaning of the Tax Act. Prospective purchasers who intend to hold Common Shares in a Deferred Plan are urged to consult their own tax advisors to ensure that the Common Shares would not constitute a “prohibited investment” in their particular circumstances.

RISK FACTORS

Investment in the Common Shares must be regarded as highly speculative due to the proposed nature of the Issuer’s business and its present stage of development. The following are risk factors associated with the Issuer:

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

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

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

• (d) assuming completion of the Offering, an investor will suffer an immediate dilution to its investment of $0.0267 per Common Share or 26.7%;

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

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

• (g) the Issuer has only limited funds with which to identify and evaluate potential Qualifying Transactions and there can be no assurance that the Issuer 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 Issuer will be able to successfully complete the transaction;

• (i) Completion of the 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 Issuer of fair value for the Common Shares;

• (k) upon public announcement of a proposed Qualifying Transaction, trading in the Common Shares of the Issuer will be halted and will remain halted for an indefinite period of time, typically until a Sponsor has been retained (if required) and certain preliminary reviews have been conducted. The Common Shares of the Issuer may 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 Issuer completing the proposed Qualifying Transaction;

• (l) trading in the Common Shares of the Issuer may be halted at other times for other reasons, including for failure by the Issuer 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 Issuer resides outside of Canada or the Issuer identifies a foreign business as a proposed Qualifying Transaction, investors may find it difficult or impossible to effect service of notice to commence legal proceedings upon any management resident outside of Canada or upon the foreign business and may find it difficult or impossible to enforce against such persons, judgments obtained in Canadian courts;

• (o) the Qualifying Transaction may be financed in all or part by the issuance of additional securities by the Issuer 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 Issuer;

• (p) subject to prior acceptance by the Exchange, the Issuer may be permitted to loan or advance up to the greater of $250,000 and 20% of its working capital to a target

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business without shareholder approval and there can be no assurance that the Issuer will be able to recover that loan; and

• (q) if the Issuer does not list the Common Shares on the Exchange prior to the time of Closing or does not meet the requirements to make an election to be a “public Issuer” for purposes of the Tax Act in the manner contemplated under “Eligibility for Investment” or otherwise fails to make such election for any reason, adverse tax consequences will arise with respect to any Common Shares held in Deferred Plans and deferred profit sharing plans.

As a result of these factors, this Offering is only suitable to investors who are willing to rely solely on management of the Issuer 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 Issuer is or was not a party to, or that any of its property is or was the subject of, since the beginning of the most recently completed financial year, any legal proceedings, nor is the Issuer currently contemplating any legal proceedings, which are material to its business. Management of the Issuer is currently not aware of any legal proceedings contemplated against the Issuer.

RELATIONSHIP BETWEEN THE ISSUER AND THE AGENT

The Issuer is not a “related issuer” or “connected issuer” of the Agent for the purposes of National Instrument 33‐105 Underwriting Conflicts. The Agent was not involved in the decision by the Issuer to distribute Common Shares pursuant to the Offering, nor was the Offering requested or suggested to the Issuer by the Agent. The Agent, through its corporate finance department was involved in the determination of the terms of the Offering in its capacity as agent for the sale of the Common Shares on a “commercially reasonable efforts” basis. Members of the Aggregate Pro Group of the Agent hold, in the aggregate, 840,000 Common Shares of the Issuer or 18.26% of the issued and outstanding Common Shares as of the date of this prospectus, and together with other members of the Aggregate Pro Group hold an aggregate of 1,680,000 Common Shares of the Issuer, representing approximately 36.52% of the issued Common Shares of the Issuer. Upon closing of the Offering, the members of the Aggregate Pro Group of the Agent will hold 9.77% of the issued and outstanding Common Shares of the Issuer, and together with other members of the Aggregate Pro Group will hold an aggregate of 1,680,000 Common Shares of the Issuer, representing approximately 19.53% of the issued and outstanding Common Shares of the Issuer. See “Plan of Distribution” and “Relationship between the Issuer and Agent”. See “Plan of Distribution”.

RELATIONSHIP BETWEEN THE ISSUER AND PROFESSIONAL PERSONS

Certain legal matters relating to this Offering will be passed upon by Clark Wilson LLP, on behalf of the Issuer, and by Harper Grey LLP, on behalf of the Agent.

AUDITOR, TRANSFER AGENT AND REGISTRAR

The auditor of the Issuer is Manning Elliott LLP, Chartered Professional Accountants, at its office at 1700 – 1030 West Georgia Street, Vancouver, British Columbia V6E 2Y3.

Computershare Investor Services Inc., at 3[rd] Floor – 510 Burrard Street, Vancouver, British Columbia V6C 3B9 is the transfer agent and registrar for the Issuer’s Common Shares.

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INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

The directors and officers have all acquired Common Shares. Except as disclosed elsewhere herein, none of the directors, officers or principal shareholders of the Issuer, and no Associate or Affiliate of any of them, has or has had any material interest in any transaction that materially affects the Issuer. See “Options to Purchase Securities”, “Escrowed Securities” and “Principal Shareholders”.

MATERIAL CONTRACTS

The Issuer has not entered into any contracts material to investors in the Common Shares hereunder within the two years prior to the date hereof, other than the following:

1. Transfer Agent and Registrar Agreement dated January 20, 2021 between the Issuer and the Trustee.

2. Stock Option Plan adopted by the Board on January 6, 2021.

3. CPC Escrow Agreement dated May 4, 2021 among the Issuer, the Trustee and those shareholders that executed such agreement. See “Escrowed Securities”.

4. Agency Agreement dated May 14, 2021 between the Issuer and the Agent. See “Plan of Distribution”.

Copies of these agreements will be available for inspection at the business office of the Issuer located at the offices of the Issuer, 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.

OTHER MATERIAL FACTS

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

PURCHASERS’ STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

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

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DATE: May 14, 2021

CERTIFICATE OF THE ISSUER

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

“Neil Currie”

Neil Currie President, Chief Executive Officer, Chief Financial Officer, Corporate Secretary and Director

ON BEHALF OF THE BOARD

“John Arlen Hansen” “Benjamin Curry” John Arlen Hansen Benjamin Curry Director Director

CERTIFICATE OF THE PROMOTER

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

“Neil Currie” Neil Currie Promoter

C‐2

DATE: May 14, 2021

CERTIFICATE OF THE AGENT

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

LEEDE JONES GABLE INC.

Per: “Richard H. Carter” Richard H. Carter Senior VP General Counsel and Corporate Secretary