Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Tribe Property Technologies Share Issue/Capital Change 2025

Jul 1, 2025

47530_rns_2025-06-30_66ae0614-6384-4cbe-8958-527f4059d703.pdf

Share Issue/Capital Change

Open in viewer

Opens in your device viewer

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This prospectus supplement, together with the short form base shelf prospectus dated June 24, 2025 to which it relates, as amended or supplemented, and each document incorporated or deemed to be incorporated by reference in this Prospectus Supplement and in the short form base shelf prospectus, constitutes a public offering of securities offered pursuant hereto only in the jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities.

Information has been incorporated by reference in this prospectus supplement, and in the accompanying short form base shelf prospectus dated June 24, 2025 to which it relates, from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of Tribe Property Technologies Inc. at Suite 1606-1166 Alberni Street, Vancouver, British Columbia, V6E 3Z3, telephone 604-343-2601, and are also available electronically at www.sedarplus.ca.

The securities offered hereby have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws. The securities may not be offered or sold in or to, or for the account or benefit of, persons in the United States of America, its territories and possessions, any state of the United States or the District of Columbia (collectively, the "United States" or "U.S.") or U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act ("U.S. Persons")) unless exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws are available and to the extent permitted by the Agency Agreement (as defined herein). This Prospectus Supplement does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby within the United States or to, or for the account or benefit of persons within the United States or U.S. Persons. See "Plan of Distribution".

PROSPECTUS SUPPLEMENT

to the Short Form Base Shelf Prospectus dated June 24, 2025

New Issue

img-0.jpeg

June 30, 2025

TRIBE PROPERTY TECHNOLOGIES INC.

Up to C$4,999,999.95
Up to 11,111,111 Units

This prospectus supplement (the "Prospectus Supplement") of Tribe Property Technologies Inc. ("Tribe", the "Company", "we" or "our"), together with the accompanying short form base shelf prospectus dated June 24, 2025 (the "Base Shelf Prospectus") qualifies the distribution of up to 11,111,111 units (the "Offered Units") of the Company (the "Offering") at a price of C$0.45 per Offered Unit (the "Offering Price"), for aggregate gross proceeds of up to C$4,999,999.95. The Offering is being made pursuant to an agency agreement (the "Agency Agreement") dated as of June 30, 2025, among the Company, Raymond James Ltd. (the "Lead Agent"), and Canaccord Genuity Corp., Ventum Financial Corp. and Stifel Nicolaus Canada Inc. (collectively with the Lead Agent, the "Agents"). The Offering is being made in all provinces in Canada (other than Québec) through the Agents in accordance with the terms of the Agency Agreement. The Offering Price has been determined by arm's length negotiation between the Company and the Lead Agent, with reference to the prevailing market price of the common shares of the Company (the "Common Shares"). See "Plan of Distribution."

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

Each Offered Unit will consist of one Common Share of the Company (each, a "Unit Share") and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one Common Share (each, a "Warrant Share") at a price of C$0.60 per Warrant Share for a period of 36 months following the Closing Date (as defined herein). The Warrants will be governed by a warrant indenture (the "Warrant Indenture") to be entered into on or before the Closing Date between the Company and TSX Trust Company, as warrant agent. See "Description of Securities Being Distributed".


The Offered Units will separate into Unit Shares and Warrants, as applicable, immediately upon distribution. See "Plan of Distribution".

The outstanding Common Shares are listed and posted for trading on the TSX Venture Exchange (the "TSXV") under the symbol "TRBE". On June 25, 2025, the last full trading day before the date of the announcement of the Offering, the closing price of the Common Shares on the TSXV was C$0.495. On June 30, 2025, the last trading day before the date hereof, the closing price of the Common Shares on the TSXV was C$0.430. The Company has applied to list the Unit Shares, the Warrants, the Warrant Shares and the Agent Shares on the TSXV. Listing will be subject to the Company fulfilling all of the listing requirements of the TSXV.

There is currently no market through which the Warrants may be sold and the Company cannot provide any assurance that the Warrants will be listed on the TSXV, or, if listed, that an active trading market for the Warrants will develop. Accordingly, purchasers may not be able to resell such Warrants purchased hereunder. This may affect the pricing of the Warrants in the secondary market, the transparency and availability of trading prices, the liquidity of the Warrants, and the extent of issuer regulation. See "Risk Factors".

C$0.45 per Offered Unit
Price to the Public Agents' Fee(1) Net Proceeds to the Company(2)
Per Offered Unit C$0.45 C$0.0315 C$0.4185
Total(3) C$4,999,999.95 C$350,000 C$4,649,999.95

(1) In consideration for the services rendered by the Agents in connection with the Offering, the Agents will be paid an aggregate cash fee (the "Agents' Fee") of C$0.0315 per Offered Unit, representing 7% of the gross proceeds of the Offering, other than gross proceeds on any sales made to "President's List" purchasers, on which a reduced fee of 2% of such gross proceeds will be paid to the Agents. The "President's List" may include purchasers for an aggregate amount of up to C$500,000 of Offered Units. The Agents' Fee assumes no sales to "President's List" purchasers. The Agents will also receive, as additional compensation, non-transferable broker warrants (the "Agent Warrants") to purchase that number of Common Shares as is equal to 7% of the number of Offered Units sold pursuant to the Offering (including any Over-Allotment Units sold pursuant to the exercise of the Over-Allotment Option) other than on any sales made to "President's List" purchasers, on which Agent Warrants equal to 2% of such Offered Units will be paid to the Agents. Each Agent Warrant will be exercisable to purchase one Common Share (the "Agent Shares") at the Offering Price for a period of 36 months from the Closing Date. This Prospectus Supplement also qualifies the distribution of the Agent Warrants. See "Plan of Distribution".

(2) After deducting the Agents' Fee, but before deducting expenses of the Offering, including in connection with the preparation and filing of this Prospectus Supplement, which are estimated to be C$775,000 (inclusive of the Agents' Fee) and which will be paid from the proceeds of the Offering. There is no minimum amount of funds that must be raised under this Offering. This means that the Company could complete this Offering after raising only a small proportion of the Offering amount set out above.

(3) The Company has granted the Agents an over-allotment option (the "Over-Allotment Option"), exercisable in whole or in part, at any time and from time to time, in the sole discretion of the Agents, for a period of 30 days from the Closing Date (as defined herein), to offer for sale up to an additional amount of Offered Units equal to 15% of the Offered Units sold pursuant to the Offering, being 1,666,666 Offered Units (the "Additional Offered Units"), at the Offering Price, to cover over-allotments, if any, and for market stabilization purposes. Each Additional Offered Unit consists of one Unit Share (each, an "Additional Unit Share") and one-half of one Warrant (each whole Warrant, an "Additional Warrant"). Each Additional Warrant is exercisable to acquire one Common Share (each, an "Additional Warrant Share") on the same terms as the Warrants. The grant of the Over-Allotment Option is hereby qualified for distribution under this Prospectus Supplement. A purchaser who acquires Additional Offered Units issuable on the exercise of the Over-Allotment Option acquires such Additional Offered Units under this Prospectus Supplement regardless of whether the over-allotment position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. If the Over-Allotment Option is exercised in full, the total price to the public, Agents' Fee and net proceeds to the Company (before payment of the expenses of the Offering) will be approximately C$5,749,999.94, C$402,500 and C$5,347,499.95, respectively. See "Plan of Distribution" and the table below.


The following table sets out the number of securities for which the Over-Allotment Option may be exercised:

Agents' Position Maximum Number of Securities Available(1) Exercise Period Exercise Price
Over-Allotment Option 1,666,666 Additional Offered Units 30 days following the Closing Date C$0.45 per Additional Offered Unit
Agent Warrants 894,444 Agent Warrants(2) 36 months from the Closing Date C$0.45 per Agent Share

(1) Assumes no sales to President’s List purchasers and the Over-Allotment Option is exercised in full.
(2) This Prospectus Supplement also qualifies the distribution of the Agent Warrants. See “Plan of Distribution”.

The Offering amount in this Prospectus Supplement is in Canadian dollars. References to “C$” are to Canadian dollars. Unless the context otherwise requires, all references to the “Offering” in this Prospectus Supplement shall include the Over-Allotment Option and all references to “Offered Units”, “Unit Shares”, “Warrants” and “Warrant Shares” shall include Additional Offered Units, Additional Unit Shares, Additional Warrants, Additional Warrant Shares, Agent Shares and Agent Warrants, as applicable.

No underwriter has been involved in the preparation of this prospectus or performed any review of the contents of this prospectus. The Offering is being conducted on a “best efforts” agency basis without underwriter liability by the Agents, who will conditionally offer the Offered Units for sale, if, as and when issued by the Company and accepted by the Agents in accordance with the conditions contained in the Agency Agreement referred to under the heading “Plan of Distribution” and subject to the approval of certain legal matters on behalf of the Company by Cassels Brock & Blackwell LLP, and on behalf of the Agents by Burnet, Duckworth & Palmer, LLP. The distribution will remain open until the later of the closing of the Offering and, if applicable, the closing of the Over-Allotment Option. See “Plan of Distribution”.

Subscriptions for the Offered Units 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. The closing is expected to take place on or about July 7, 2025 or such other date as the Company and the Agents may agree (the “Closing Date”). It is anticipated that the Unit Shares and the Warrants comprising the Offered Units will be issued through the book-entry system, registered in the name of CDS Clearing and Depositary Services Inc. (“CDS”) or its nominee and will be deposited with CDS. Beneficial holders of the Unit Shares and the Warrants comprising the Offered Units will receive only a customer confirmation from the Agents, or another registered dealer who is a CDS participant, and from or through whom a beneficial interest in the Unit Shares and the Warrants comprising the Offered Units is acquired. If any of the Unit Shares and the Warrants comprising the Offered Units are not able to be issued in the book-entry system through CDS in advance of the Closing Date for any reason, then those investors or their designated holders will receive definitive certificates representing their interests in such Unit Shares and Warrants comprising the Offered Units with restrictive legends, if applicable. The Company expects that delivery of the Unit Shares and the Warrants comprising the Offered Units will be made against payment therefor on or about the Closing Date. See “Plan of Distribution”.

An investment in the Offered Units is speculative and subject to a number of risks. Investors should review this Prospectus Supplement, together with the Base Shelf Prospectus, in their entirety and carefully consider the risk factors described under the heading “Risk Factors” in each of the Base Shelf Prospectus and this Prospectus Supplement and the risks identified in the documents incorporated by reference herein before purchasing the Offered Units.

Prospective investors should be aware that the acquisition of the securities described herein may have tax consequences in Canada and elsewhere. Investors should read the tax discussion in this Prospectus Supplement and consult their own tax advisors with respect to their own particular circumstances. See “Certain Canadian Federal Income Tax Considerations”.

A CANADIAN SECURITIES REGULATOR HAS NOT APPROVED OR DISAPPROVED THE SECURITIES OFFERED HEREBY OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.


Mr. Michael Willis, a director of the Company, resides outside of Canada. Mr. Willis has appointed Cassels Brock & Blackwell LLP, Suite 2200, RBC Place, 885 West Georgia Street, Vancouver, British Columbia, V6C 3E8 as agent for service of process in Canada. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or that resides outside of Canada, even if the party has appointed an agent for service of process.

Information with respect to a purchaser’s right to withdraw or rescind from an agreement to purchase securities is provided below. See “Statutory Rights of Withdrawal and Rescission”.

The Company’s head office is located at Suite 1606-1166 Alberni Street, Vancouver, British Columbia, V6E 3Z3 and its registered office is located at Suite 3200, Bay Adelaide Centre – North Tower, 40 Temperance Street, Toronto, Ontario, M5H 0B4.


PROSPECTUS SUPPLEMENT

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS...S-1
FINANCIAL INFORMATION AND CURRENCY ...S-1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION...S-1
DOCUMENTS INCORPORATED BY REFERENCE ...S-3
MARKETING MATERIALS ...S-4
THE COMPANY ...S-4
THE OFFERING ...S-5
RISK FACTORS ...S-6
CONSOLIDATED CAPITALIZATION ...S-8
USE OF PROCEEDS ...S-9
PLAN OF DISTRIBUTION ...S-10
DESCRIPTION OF SECURITIES BEING DISTRIBUTED ...S-12
PRIOR SALES ...S-14
PRICE RANGE AND TRADING VOLUMES ...S-15
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS ...S-15
LEGAL MATTERS AND EXPERTS ...S-19
ELIGIBILITY FOR INVESTMENT ...S-19
STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION ...S-20
CERTIFICATE OF THE COMPANY ...C-1
CERTIFICATE OF AGENTS ...C-2


BASE SHELF PROSPECTUS

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS 1
FORWARD-LOOKING INFORMATION 1
FINANCIAL INFORMATION 2
DOCUMENTS INCORPORATED BY REFERENCE 3
MARKETING MATERIALS 4
THE COMPANY 5
CONSOLIDATED CAPITALIZATION 6
DESCRIPTION OF COMMON SHARES 6
DESCRIPTION OF SUBSCRIPTION RECEIPTS 6
DESCRIPTION OF WARRANTS 7
DESCRIPTION OF UNITS 8
PLAN OF DISTRIBUTION 9
USE OF PROCEEDS 10
PRIOR SALES 11
TRADING PRICE AND VOLUME 11
SELLING SECURITYHOLDERS 11
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS 11
RISK FACTORS 11
AUDITORS, TRANSFER AGENT AND REGISTRAR 14
LEGAL MATTERS 14
STATUTORY AND CONTRACTUAL RIGHTS OF WITHDRAWAL AND RESCISSION 14
CERTIFICATE OF THE COMPANY C-1


ABOUT THIS PROSPECTUS

In this Prospectus Supplement, unless the context otherwise requires, references to "we", "us", "our" or similar terms, as well as references to "Tribe" or the "Company", refer to Tribe Property Technologies Inc. together with its subsidiaries.

This document is in two parts. The first part is the Prospectus Supplement, which describes the terms of the Offering, and adds to and updates information contained in the Base Shelf Prospectus and the documents incorporated by reference therein. The second part is the Base Shelf Prospectus, which gives more general information, some of which may not apply to the Offering. This Prospectus Supplement is deemed to be incorporated by reference into the Base Shelf Prospectus solely for the purpose of the Offering. To the extent that the description of the Offered Units varies between this Prospectus Supplement and the Base Shelf Prospectus, you should rely only on the information in this Prospectus Supplement.

The Company has filed the Base Shelf Prospectus with the securities commissions in each of the provinces of Canada, except Québec, in order to qualify the securities described in the Base Shelf Prospectus in accordance with National Instrument 44-102 – Shelf Distributions.

You should rely only on the information contained or incorporated by reference in this Prospectus Supplement and the Base Shelf Prospectus. We have not, and the Agents have not, authorized anyone to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. The Company is not making an offer to sell or seeking an offer to buy the securities offered pursuant to this Prospectus Supplement and the Base Shelf Prospectus in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained in this Prospectus Supplement and the Base Shelf Prospectus is accurate only as of the date on the front of those documents and that information contained in any document incorporated by reference is accurate only as of the date of that document, regardless of the time of delivery of this Prospectus Supplement and the Base Shelf Prospectus or of any sale of our securities pursuant thereto. Our business, financial condition, results of operations and prospects may have changed since those dates. Information contained on the Company's website should not be deemed to be a part of this Prospectus Supplement or the Base Shelf Prospectus or incorporated by reference herein or therein and should not be relied upon by prospective investors for the purpose of determining whether to invest in the Offered Units.

FINANCIAL INFORMATION AND CURRENCY

Tribe has prepared its consolidated financial statements, incorporated herein by reference, in accordance with IFRS as issued by the International Accounting Standards Board and our interim financial statements are prepared in accordance with IFRS as applicable to interim financial reporting. Unless otherwise indicated, financial information included in or incorporated by reference in this Prospectus has been prepared in accordance with IFRS.

All currency amounts in this Prospectus Supplement are expressed in Canadian dollars, unless otherwise indicated. References to "US$" are to United States dollars.

The following table reflects the high, low and closing rates for Canadian dollars in terms of the United States dollar for each of the periods indicated as quoted by the Bank of Canada:

Three Months Ended March 31 Year Ended December 31
2025 2024 2024 2023
High $1.4603 $1.3593 $1.4416 $1.3875
Low $1.4166 $1.3316 $1.3316 $1.3128
Rate at End of Period $1.4376 $1.3550 $1.4389 $1.3226

On June 30, 2025, the Bank of Canada daily average rate of exchange was US$1.00 = $1.3643.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

Certain information set forth in this Prospectus Supplement and the Base Shelf Prospectus, including the documents incorporated by reference herein and therein, contain "forward-looking statements" and "forward-looking information" within the meaning of applicable Canadian securities legislation (referred to herein as forward-looking statements). Often, but not always, forward-looking information can be identified by the use of words such as "plans", "expects", "does not expect", "is expected", "estimates", "intends", "anticipates", "does not anticipate", or "believes", or variations of such words and phrases or states that certain actions, events or results "may", "could", "would", "might" or "will" be taken to occur or


be achieved. Forward-looking statements in this Prospectus Supplement include, but are not limited to: the Offering, including timing for completion, settlement, satisfaction of the conditions to closing of the Offering, including receipt in a timely manner of regulatory and other required approvals and clearances, including the application to, and approval of the TSXV, and closing of the Offering; the use of proceeds of the Offering, including any timeline for the use thereof and any objectives to be achieved from the use thereof; the intentions of the Company and the Agents to complete the Offering on the terms and conditions described herein; the final terms of the Warrant Indenture; and the future financial or operating performance of the Company.

Forward-looking information is necessarily based upon a number of factors and assumptions that, if untrue, could cause actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such information. Forward-looking information is based upon a number of estimates and assumptions that, while considered reasonable by the Company at this time, is inherently subject to significant business, economic and competitive uncertainties and contingencies that may cause the Company's actual financial results, performance, or achievements to be materially different from those expressed or implied herein. Some of the material factors or assumptions used to develop forward-looking information include, without limitation, our ability to capitalize on growth opportunities and implement our growth strategy; our ability to retain key personnel; our ability to maintain existing customer relationships and to continue to expand our customers' use of our products solutions; our ability to acquire new customers; our ability to enhance our offerings to remain at the forefront of our industry; the impact of competition; the successful integration of future acquisitions; the absence of material adverse changes in our business, our industry or the global economy; and that the risks and uncertainties described under "Risk Factors" will not materialize.

Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Although we have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.

Known and unknown factors could cause actual results or events to differ materially from those projected in the forward-looking statements. Such factors include, but are not limited to, fluctuations in the currency markets; changes in interest rates; disruption to the credit markets and delays in obtaining financing; inflationary pressures; risks arising from holding derivative instruments (such as credit risk, market liquidity risk and mark-to-market risk); changes in national and local government legislation, taxation, controls, regulations and political or economic developments in Canada or the United States, or other countries in which we may carry on business; international conflicts including the ongoing Russo-Ukrainian War; integration of acquisitions; business opportunities that may be presented to, or pursued by us; our ability to successfully integrate acquisitions; operating or technical difficulties in connection with business activities; the possibility of cost overruns or unanticipated expenses; employee relations; the risks of obtaining and renewing necessary licenses and permits; risks related to third parties passing off or otherwise leveraging the Company's branding and/or messaging; risks related to intellectual property protection including cybersecurity risks and ransomware risks; and the occurrence of natural disasters, hostilities, acts of war or terrorism. The factors identified above are not intended to represent a complete list of the factors that could affect us. Additional factors are noted under the heading "Risk Factors" below and under the heading "Risk Factors" in the Company's annual information form for the year ended December 31, 2024, dated May 6, 2025 (the "Annual Information Form").

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results, performance or achievement may vary materially from those expressed or implied by the forward-looking information contained in this Prospectus Supplement. These factors should be carefully considered, and investors are cautioned not to place undue reliance on forward-looking information, which speaks only as of the date of this Prospectus Supplement, or in the case of documents incorporated by reference herein, as of the date of each such document. All subsequent forward-looking information attributable to us is expressly qualified in its entirety by the cautionary statements contained in or referred to herein. We do not undertake any obligation to update the forward-looking information contained in this Prospectus Supplement to reflect events or circumstances that occur after the date of this Prospectus Supplement or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws. Investors are urged to read the Company's filings with Canadian securities regulatory agencies, which can be viewed online under the Company's profile on the System for Electronic Data Analysis and Retrieval+ ("SEDAR+") at www.sedarplus.ca.

S-2


DOCUMENTS INCORPORATED BY REFERENCE

This Prospectus Supplement is deemed to be incorporated by reference into the Base Shelf Prospectus solely for the purposes of the Offering. Other documents are also incorporated, or are deemed to be incorporated by reference, into the Base Shelf Prospectus and reference should be made to the Base Shelf Prospectus for full particulars thereof.

Information has been incorporated by reference in this Prospectus Supplement and the Base Shelf Prospectus from documents filed with the securities commissions or similar authorities in each of the provinces of Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of Tribe Property Technologies Inc. at Suite 1606-1166 Alberni Street, Vancouver, British Columbia, V6E 3Z3, telephone 604-343-2601, e-mail: [email protected], and are also available electronically under the Company's profile on SEDAR+ at www.sedarplus.ca.

The following document, filed by the Company with the securities commissions or similar authorities in each of the provinces of Canada is specifically incorporated by reference into, and forms an integral part of, this Prospectus Supplement:

(a) the Annual Information Form;
(b) the audited consolidated financial statements of the Company for the years ended December 31, 2024 and 2023, together with the notes thereto and the auditor's report thereon;
(c) management's discussion and analysis ("MD&A") for the year ended December 31, 2024;
(d) unaudited condensed consolidated interim financial statements for the three months ended March 31, 2025 and 2024 (the "Interim Financial Statements");
(e) the MD&A for the three months ended March 31, 2025;
(f) the material change report of the Company dated April 2, 2025 with respect to a non-brokered private placement for aggregate gross proceeds of $1,087,882.12;
(g) the management information circular of the Company dated August 12, 2024 prepared in connection with the annual general and special meeting of the shareholders of the Company held on September 17, 2024; and
(h) the "template version" (as such term is defined in National Instrument 41-101 – General Prospectus Requirements) of the term sheet for the Offering dated June 26, 2025 (the "Term Sheet").

Any document of the type referred to in item 11.1 of Form 44-101F1 – Short Form Prospectus of National Instrument 44-101 – Short Form Prospectus Distributions of the Canadian Securities Administrators (other than confidential material change reports, if any) filed by the Company with any securities commissions or similar regulatory authorities in Canada disclosing additional or updated information filed pursuant to the requirements of applicable securities legislation in Canada after the date of this Prospectus Supplement and prior to the termination of the Offering shall be deemed to be incorporated by reference in this Prospectus Supplement. These documents are available on and can be accessed under the Company's profile on SEDAR+ at www.sedarplus.ca.

The documents incorporated or deemed to be incorporated herein by reference contain meaningful and material information relating to the Company and readers should review all information contained in this Prospectus Supplement and the Base Shelf Prospectus and the documents incorporated or deemed to be incorporated herein and therein by reference.

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

S-3


misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall thereafter neither constitute, nor be deemed to constitute, a part of this Prospectus Supplement, except as so modified or superseded.

MARKETING MATERIALS

In connection with the Offering, the Agents may use “marketing materials” (as such term in defined under applicable Canadian securities laws), including the Term Sheet. Any “template version” of any “marketing materials” (as such terms are defined under applicable Canadian securities laws) that are used by the Agents in connection with the Offering are not part of this Prospectus Supplement to the extent that the contents of the template version of the marketing materials have been modified or superseded by a statement contained in this Prospectus Supplement. Any template version of any marketing materials that has been, or will be, filed under the Company’s profile on SEDAR+ at www.sedarplus.ca before the termination of the distribution under the Offering (including any amendments to, or an amended version of, any template version of any marketing materials) is deemed to be incorporated by reference into this Prospectus Supplement.

THE COMPANY

Our principal business activity is offering an integrated technology-enabled property management service model to meet the needs of developers, property investors, strata councils and condo boards, and residents/owners during three key phases of a multi-family residential community: Build, Manage and Live. Our tech-enabled solutions focus on building inspection and completion of brand-new residential developments, maintenance and management of the building and investment, simplifying governance for multi-family communities, and improving the living experience of residents within each community through access to their digital home. Through our technology platform, we provide on-demand access to important records and documents, simple communication tools, online payment options, bookable amenities, voting tool, a ticketing system for residents to notify their developer or management of issues, warranty concerns and deficiencies, as well as a digital marketplace that leverages group buying power to curate offers that enhance the daily living of residents of Tribe-managed buildings.

We offer a selection of property tools to meet the needs of our customers, including a property management and community engagement platform for property managers, strata councils and condo boards, and residents/owners. We also offer a pre and post inspection deficiency management software for real estate developers.

Build: Real Estate Development

We provide real estate developers with the tools and services to plan future multi-family developments including consultation around sales and future governance needs, including budgeting, building amenity trends, environmental, social and governance strategy and handover of the completed community to owners and property management. Tribe’s HomePro software tracks deficiencies, digitizes building data and owners’ manuals, supports post occupancy warranty stages. Our software is used by property developers to organize and streamline post-construction workflow from pre-inspection and owner walk-throughs to post-occupancy and beyond. Developers can digitally track and manage home issues, while owners can access digital homeowner manuals and submit warranty issues upon move-in, directly to customer care teams.

Manage: Condo/Strata Rental Property Management

Our condo-living solutions focus on the health of the building and community at large, by providing a full menu of property management services including strata/condo, multi-family residential rental, single unit rental, student housing, not-for-profit management services and capital project management. Our property management platform strengthens communications, simplifies property management operations, streamlines owner requests, and supports building/community governance and decision-making.

Live: Resident Engagement

Tribe’s solutions for residents focuses on communication, access and the ability to self-serve on daily tasks related to living in multi-family residential buildings and communities such as condos, apartments and homeowner associations. Examples include secure and easy communications tools with easy-to-find records, shared community documents, amenity bookings, my balance and a help desk ticketing system, with push notifications and status updates, as well as a digital marketplace for residents.

S-4


More detailed information regarding the business of the Company can be found in the accompanying Base Shelf Prospectus, the Annual Information Form and other documents incorporated by reference herein, as supplemented by the disclosure herein. See “Documents Incorporated by Reference”.

THE OFFERING

The following summary contains basic information about the Offering and is not intended to be complete. It does not contain all the information that is important to you. You should carefully read the entire Prospectus Supplement, the Base Shelf Prospectus and the documents incorporated by reference herein and therein before making an investment decision.

Issuer Tribe Property Technologies Inc.
Securities Offered 11,111,111 Offered Units at C$0.45 per Offered Unit. Each Offered Unit will be comprised of one Unit Share and one-half of one Warrant. Each Warrant will entitle the holder thereof to acquire one Warrant Share at a price of C$0.60 per Warrant Share for a period of 36 months following the Closing Date.
Common Shares issued and outstanding as of the date hereof 37,242,963
Common Shares to be outstanding upon closing of the Offering 48,354,074 Common Shares. If the Over-Allotment Option is exercised in full, up to 50,020,740 Common Shares will be outstanding upon closing of the Offering (in each case assuming no other Common Shares are issued as a result of the vesting, exercise or conversion of outstanding securities entitling the holder thereof to Common Shares).
Over-Allotment Option The Agents have been granted an Over-Allotment Option, exercisable in whole or in part, at any time and from time to time, in the sole discretion of the Agents, for a period of 30 days from the Closing Date, to offer for sale up to an additional amount of Offered Units equal to 15% of the Offered Units sold pursuant to the Offering, being 1,666,666 Additional Offered Units, at the Offering Price, to cover over-allotments, if any, and for market stabilization purposes. Each Additional Offered Unit consists of one Additional Unit Share and one-half of one Additional Warrant. Each Additional Warrant is exercisable to acquire one Additional Warrant Share on the same terms as the Warrants.
Use of Proceeds The Company intends to use the net proceeds from the Offering for growth initiatives including technology investments and future potential acquisitions, working capital, and for repayments of vendor take-backs. See “Use of Proceeds”.
Stock Exchange Symbol The Common Shares are listed and posted for trading on the TSXV under the symbol “TRBE”. The Company has applied to list the Unit Shares, Warrants and Warrant Shares on the TSXV (including the Additional Unit Shares, Additional Warrants, Additional Warrant Shares and Agent Shares). Listing will be subject to the Company fulfilling all of the listing requirements of the TSXV.
Income Tax Considerations Holders are urged to consult their own tax advisors with respect to Canadian federal income (and other) tax consequences of purchasing, owning and disposing of the

S-5


Offered Units. See “Certain Canadian Federal Income Tax Considerations”.

Risk Factors

See “Risk Factors” in this Prospectus Supplement and the Base Shelf Prospectus, and the documents incorporated by reference herein and therein, for a discussion of factors you should carefully consider before deciding to invest in the Offered Units.

RISK FACTORS

Before deciding to invest in the Offered Units, investors should carefully consider all of the information contained in, and incorporated or deemed to be incorporated by reference in, this Prospectus Supplement and Base Shelf Prospectus. An investment in the Offered Units is subject to certain risks, including risks related to the business of the Company, risks related to the Company’s business and related operations and risks related to the Company’s securities described in the documents incorporated or deemed to be incorporated by reference in this Prospectus Supplement and Base Shelf Prospectus. See the risk factors below and the “Risk Factors” section of the Base Shelf Prospectus and the documents incorporated or deemed to be incorporated by reference herein and therein. Each of the risks described in these sections and documents could materially and adversely affect our business, financial condition, results of operations and prospects, and could result in a loss of your investment. Additional risks and uncertainties not known to us or that we currently deem immaterial may also impair our business, financial condition, results of operations and prospects.

These risk factors, together with all other information included or incorporated by reference in this Prospectus Supplement and Base Shelf Prospectus, including, without limitation, information contained in the section “Cautionary Note Regarding Forward-Looking Statements” as well as the risk factors in the Base Shelf Prospectus and the documents incorporated by reference, should be carefully reviewed and considered by investors.

Some of the factors described herein and the Base Shelf Prospectus, in the documents incorporated or deemed incorporated by reference herein and therein are interrelated and, consequently, investors should treat such risk factors as a whole. If any of the adverse effects set out in the risk factors described herein and the Base Shelf Prospectus, or in another document incorporated or deemed incorporated by reference herein or therein occur, it could have a material adverse effect on the business, financial condition and results of operations of the Company. Additional risks and uncertainties of which the Company currently is unaware of or that are unknown or that it currently deems to be immaterial could have a material adverse effect on the Company’s business, financial condition and results of operations. The Company cannot provide assurance that it will successfully address any or all of these risks. There is no assurance that any risk management steps taken will avoid future loss due to the occurrence of the adverse effects set out in the risk factors herein and the Base Shelf Prospectus, or in the other documents incorporated or deemed incorporated by reference herein or therein or other unforeseen risks.

Loss of entire investment

An investment in the Offered Units is speculative and may result in the loss of an investor’s entire investment. Only potential investors who are experienced in high-risk investments and who can afford to lose their entire investment should consider an investment in the Company.

Discretion in the Use of Proceeds

The Company intends to spend the funds available as stated in this Prospectus Supplement. However, there may be circumstances where, for sound business reasons, a reallocation of funds may be deemed prudent or necessary. In such circumstances, the net proceeds will be reallocated at the Company’s sole discretion.

Management will have discretion concerning the use of proceeds of the Offering as well as the timing of their expenditures. As a result, an investor will be relying on the judgment of management for the application of the proceeds of the Offering. Management may use the net proceeds of the Offering in ways that an investor may not consider desirable. The results and the effectiveness of the application of the proceeds are uncertain. If the proceeds are not applied effectively, the Company’s results of operations may suffer.

S-6


Holders of Common Shares will be diluted

The Company may issue additional securities in the future, which may dilute a shareholder’s holdings in the Company. The Company’s articles of incorporation permit the issuance of an unlimited number of Common Shares and shareholders have no pre-emptive rights or participation rights in connection with such further issuance. The directors of the Company have discretion to determine the price and the terms of further issuances. Moreover, additional Common Shares will be issued by the Company on the exercise of the Warrants and Agent Warrants and the exercise of the options under the Company’s stock option plan.

Market Price of Common Shares

The trading prices of TSXV-listed companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in Canada, North America and globally, and market perceptions of the attractiveness of particular industries. The trading price of the Common Shares is also likely to be significantly affected by changes from time to time in the Company’s operating results, financial condition, liquidity and other internal factors. If a holder of Common Shares sells its Common Shares, the price received may be more or less than the original investment. The Common Shares may trade at a discount from their book value or at a price that is less than the Offering Price.

Warrants

There is currently no market in which the Warrants may be sold, and purchasers may not be able to resell the Warrants that are purchased hereunder. While the Company has applied to list the Warrants (including the Additional Warrants) on the TSXV, the Company cannot provide any assurance that the Warrants will be listed on the TSXV, or, if listed, that an active trading market for the Warrants will develop. This may affect the pricing of the Warrants in the secondary market, the transparency and availability of trading prices, the liquidity of the Warrants and the extent of issuer regulation.

Potential Need for Additional Funding

The Company has a history of negative cash flow from time to time from operating activities and there is no assurance that the Company will be successful in obtaining additional funding, if required, through the issuance of equity, debt or other means, or that such additional funding will be on terms acceptable to the Company. The Company’s ability to secure additional funding in the future will depend, in part, on prevailing debt and equity market conditions, general economic factors, the Company’s performance and other factors identified herein, in the Base Shelf Prospectus and the documents incorporated herein and therein. See also “Going Concern Risks” in the Base Shelf Prospectus.

S-7


CONSOLIDATED CAPITALIZATION

Other than as set out under the heading "Prior Sales" and otherwise described in this Prospectus Supplement, there have been no material changes in the share and loan capital of the Company, on a consolidated basis, since the date of the Company's Interim Financial Statements to the date of this Prospectus Supplement.

The following table shows the consolidated capitalization of the Company as at the date of the Interim Financial Statements and as at such date on an adjusted basis after giving effect to the Offering. The following table should be read in conjunction with the Interim Financial Statements and management's discussion and analysis for the three months ended March 31, 2025 and 2024, each of which are incorporated by reference into this Prospectus Supplement.

As at March 31, 2025 As at March 31, 2025 after giving effect to the Offering(1) As at March 31, 2025 after giving effect to the Offering and the exercise in full of the Over-Allotment Option
Share Capital CA$61,066,995 C$66,349,386.95(2)(4) C$67,049,386.95(3)(4)
Indebtedness CA$14,421,681 CA$14,421,681(5) CA$14,421,681(5)
Common Shares (Authorized – unlimited) 35,319,887 48,354,074(4) 50,020,740(4)
Warrants 7,116,402(6) 13,449,735(6) 14,399,735(6)
Cash and cash equivalents CA$2,806,177 C$7,031,176.95(2)(7)(8)(10) C$7,731,176.95(3)(8)(9)(10)

(1) Assuming no exercise of the Over-Allotment Option.
(2) Assuming transaction fees of C$775,000 (inclusive of the Agents' Fee of C$350,000 (assuming no sales to "President's List" purchasers)).
(3) Assuming transaction fees of C$825,000 (inclusive of the Agents' Fee of C$402,499.98 (assuming no sales to "President's List" purchasers)).
(4) After giving effect to adjustments in share capital and common shares to reflect the completion of the acquisition of Ace Agencies Ltd.
(5) Represents (i) amount payable under the terms of the Company's loan agreement with a Canadian Schedule A chartered bank for up to $15 million (the "Credit Facility"), (ii) amount payable under current portion of the notes payable, and (iii) amount payable under the long term notes payable, as described in Note 11 to the Interim Financial Statements. As at June 26, 2025, the indebtedness of the Company was C$13,671,681.
(6) Inclusive of 132,057 compensation warrants. Assuming issuance of the Warrants, Additional Warrants and the Agent Warrants, but no exercise of the Warrants, Additional Warrants or the Agent Warrants.
(7) After deducting the Agents' Fee of C$350,000 (which assumes no sales to "President's List" purchasers) and estimated expenses of the Offering.
(8) After giving effect to adjustments in cash and cash equivalents since the date of the Interim Financial Statements to the date of this Prospectus Supplement. As of June 26, 2025, the Company had cash and cash equivalents of C$2,056,177.
(9) After deducting the Agents' Fee of C$402,500 (which assumes no sales to "President's List" purchasers) and estimated expenses of the Offering.
(10) Notwithstanding the Company may hold certain net proceeds of the Offering as cash (or cash equivalents) after closing of the Offering as described above, the Company expects to allocate C$1,680,000 of the net proceeds from the Offering (assuming at least C$4,999,999.95 of gross proceeds is raised in the Offering) to pay amounts owing under certain notes described in Note 11 of the Interim Financial Statements. See also "Use of Proceeds" below.


S-9

USE OF PROCEEDS

The Company estimates that the net proceeds from the Offering will be approximately C$4,224,999.95 after deducting our expenses of the Offering, which are estimated to be C$775,000 (inclusive of the Agents' Fee of C$350,000 (assuming no sales to "President's List" purchasers)). If the Over-Allotment Option is exercised in full, the net proceeds to Tribe will be approximately C$4,924,999.65 after deducting our expenses of the Offering, which are estimated to be C$825,000 (inclusive of the Agents' Fee of C$402,499.98 (assuming no sales to "President's List" purchasers)).

The net proceeds of the Offering (assuming an Offering of C$4,999,999.95) are intended to be used as set out below. See "Business Objectives and Milestones".

| Use of Proceeds | Approximate Amount (C$)
Net proceeds from the Offering & no exercise of Over-Allotment Option | Approximate Amount (C$)
Net proceeds from the Offering & full exercise of Over-Allotment Option |
| --- | --- | --- |
| Repayments of notes payable(1)(2) | $1,680,000 | $1,680,000 |
| Growth initiatives | $1,200,000 | $1,200,000 |
| General corporate and working capital | $1,344,999.95 | $2,044,999.65 |
| Total: | $4,224,999.95 | $4,924,999.65 |

(1) C$1,000,000 will be allocated to the repayment of the note payable (the “Gateway Note”) to Gateway Property Management Corp. (“Gateway”), issued in connection with the Company’s acquisition of Gateway to finance the transaction. Gateway is affiliated with Scott Ullrich, Executive Vice President of the Company. The Gateway Notes bears interest at 5% per annum, which is accrued and paid monthly. As at the date hereof, C$1,000,000, plus interest, remains outstanding on the Gateway Note.

(2) C$500,000 will be allocated to the repayment of the note payable (the “DMSI Note”) to DMSI Holdings Ltd. (“DMSI”), issued in connection with the Company’s acquisition of DMSI to finance the transaction.

The Offering is being conducted on a "best efforts" agency basis and there is no minimum amount of funds that must be raised under the Offering. This means that the Company could complete the Offering after raising only a small proportion of the offering amount set out above.

The actual amount that the Company spends in connection with each of the intended uses of proceeds may vary significantly from the amounts specified above, and will depend on a number of factors, including those listed under the heading "Risk Factors" in this Prospectus Supplement and the Base Shelf Prospectus and set out in the documents incorporated by reference.

The Company had positive operating cash flow from operating activities for the three months ended March 31, 2025, however, the Company had negative operating cash flow from operating activities for the financial year ended December 31, 2024. To the extent that the Company has negative cash flow from operating activities in any future period, certain of the proceeds from an offering may be used to fund such negative cash flow from operating activities. See "Risk Factors" in this Prospectus Supplement and in the Base Shelf Prospectus.

Business Objectives and Milestones

The key business objectives the Company intends to meet with the net proceeds from the Offering include funding ongoing operations and/or working capital requirements, repayment of indebtedness outstanding from time to time including, but not limited to the Gateway Note and the DMSI Note, future acquisitions and for discretionary capital programs.

The Company expects that the use of proceeds will advance its overall objectives described above and in the Annual Information Form incorporated by reference herein. No additional milestones need to occur for the Company to meet the above-noted business objectives, which remain subject to the normal risks and uncertainties that prevail in the industry in which the Company is engaged. The Company expects to repay the notes payable as outlined above within twelve months from the Closing Date. See "Cautionary Note Regarding Forward-Looking Information" and "Risk Factors" herein, in the accompanying Base Shelf Prospectus and the Annual Information Form.

The above noted proposed use of proceeds represents the Corporation's intentions with respect to its use of proceeds based on current knowledge, planning and expectations of management of the Corporation. Actual expenditures may differ from


the estimates set forth above and remains subject to approval of the board of directors of the Company. There may be circumstances where, for sound business reasons, a reallocation of the net proceeds may be deemed prudent or necessary. Any unallocated funds from the net proceeds of the Offering, if any, may be added to the general working capital of the Company and be expended at the discretion of management.

PLAN OF DISTRIBUTION

Pursuant to the Agency Agreement, the Company has agreed to sell on the Closing Date, an aggregate of up to 11,111,111 Offered Units at the Offering Price, for aggregate gross proceeds of up to $4,999,999.95, payable in cash to the Company against delivery of the Offered Units, subject to the terms and conditions of the Agency Agreement. The Offering Price has been determined by arm's length negotiation between the Company and the Lead Agent, with reference to the prevailing market price of the Common Shares.

The obligations of the Agent under the Agency Agreement are subject to certain closing conditions and may be terminated at their discretion on the basis of customary "disaster out", "market out", "regulatory out", "material change out", "due diligence out" provisions in the Agency Agreement and may also be terminated upon the occurrence of certain other stated events.

Each Offered Unit will consist of one Unit Share and half of one Warrant. Each Warrant will entitle the holder thereof to acquire, subject to adjustment in certain circumstances, one Warrant Share at an exercise price of $0.45 for a period of 36 months following the Closing Date. The Warrants will be created and issued pursuant to the terms of the Warrant Indenture. The Warrant Indenture will contain provisions designed to protect holders of the Warrants against dilution upon the occurrence of certain events.

The Company has granted the Agents the Over-Allotment Option, exercisable in whole or in part, at any time and from time to time, in the sole discretion of the Agents, for a period of 30 days from the Closing Date, to offer for sale up to an additional amount of Offered Units equal to 15% of the Offered Units sold pursuant to the Offering, being 1,666,666 Additional Offered Units, at the Offering Price, to cover over-allotments, if any, and for market stabilization purposes. Each Additional Offered Unit consists of one Additional Unit Share and one-half of one Additional Warrant. Each Additional Warrant is exercisable to acquire one Additional Warrant Share on the same terms as the Warrants. The grant of the Over-Allotment Option is hereby qualified for distribution under this Prospectus Supplement. A person who acquires Additional Offered Units issuable on the exercise of the Over-Allotment Option acquires such Additional Offered Units under this Prospectus Supplement regardless of whether the over-allotment position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. If the Over-Allotment Option is exercised in full, the total price to the public, Agents' Fee (assuming no sales to "President's List" purchasers) and net proceeds to the Company (before payment of the expenses of the Offering) will be approximately C$5,749,999.94, C$402,500 and C$5,347,499.95, respectively.

The Company has agreed in favour of the Agents that, during the period ending 90 days following the Closing Date, it will, not, without the prior written consent of the Lead Agent, which consent will not be unreasonably withheld or delayed, directly or indirectly, offer, issue, sell, grant, secure, pledge, or otherwise transfer, dispose of or monetize, or engage in any hedging transaction, or enter into any form of agreement or arrangement the consequence of which is to alter economic exposure to, or announce any intention to do so, in any manner whatsoever, any Common Shares or securities convertible into, exchangeable for, or otherwise exercisable to acquire Common Shares or other equity securities of the Company, except, as applicable in the case of the Company or the applicable person, in conjunction with: (i) the Agency Agreement; (ii) the grant of stock options in the normal course pursuant to any stock option plans of the Company, provided such options are granted with an exercise price not less than the issue price of the Offered Units; (iii) the issuance of securities of the Company upon the conversion, exercise, vesting or exchange of convertible, exercisable or exchangeable securities existing on the date thereof; (iv) upon exercise of stock options granted in accordance with (ii) above or in connection with the Offering (including the exercise of the Warrants and the Agent Warrants), including for greater certainty the sale of any securities issued thereunder; (v) the issuance of securities of the Company in connection with an arm's length acquisition of assets or securities of a company (including in connection with the acquisition of Ace Agencies Ltd.); (vi) any obligations in respect of existing agreements, including the issuance of securities of the Company to settle debt owing by the Company or any subsidiary of the Company; or (vii) in the case of a person other than the Company, in order to accept a bona fide take-over bid made to all securityholders of the Company or similar business combination transaction.

The Company has also agreed to use commercially reasonable efforts to cause each of its executive officers and directors to enter into lock up agreements in form and substance satisfactory to the Lead Agent, evidencing their agreement to not, directly or indirectly, without the consent of the Lead Agent, which consent shall not be unreasonably withheld or delayed, offer, sell or resell, transfer or pledge, or otherwise dispose of (or announce any intention to do so) any securities of the Company held

S-10


by them or agree to or announce any such offer or sale for a period of 90 days following the Closing Date, subject to customary exemptions included in lock-up agreements for offerings of the nature of the Offering.

Certain of the Agents and their affiliates have performed investment banking, commercial banking and advisory services for the Company from time to time for which they have received customary fees and expenses. The Agents and their affiliates may, from time to time, engage in transactions with and perform services for the Company in the ordinary course of their business.

Pursuant to rules and policy statements of certain Canadian securities regulators, the Agents may not, at any time during the period ending on the date the selling process for the Offered Units ends and all stabilization arrangements relating to the Offered Units are terminated, bid for or purchase Common Shares. The foregoing restrictions are subject to certain exceptions including (a) a bid for or purchase of Common Shares if the bid or purchase permitted under the Universal Market Integrity Rules of Market Regulation Services Inc., (b) a bid or purchase on behalf of a client, other than certain prescribed clients, provided that the client's order was not solicited by the Agents, or if the client's order was solicited, the solicitation occurred before the commencement of a prescribed restricted period, and (c) a bid or purchase to cover a short position entered into prior to the commencement of a prescribed restricted period. Consistent with these requirements, and in connection with this distribution, the Agents may over-allot or effect transactions that stabilize or maintain the market price of the Common Shares at levels other than those which otherwise might prevail on the open market. As a result of these activities, the price of the Common Shares may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the Agents at any time. The Agents may carry out these transactions on the TSXV or otherwise.

The Company has applied to list the Unit Shares, Warrants and the Warrant Shares (including the Additional Unit Shares, Additional Warrants, Additional Warrant Shares and Agent Shares) on the TSXV. Listing will be subject to the Company fulfilling all of the listing requirements of the TSXV.

It is anticipated that the Unit Shares and the Warrants comprising the Offered Units will be issued through the book-entry system, registered in the name of CDS or its nominee and will be deposited with CDS. Beneficial holders of the Unit Shares and the Warrants comprising the Offered Units will receive only a customer confirmation from the Agents, or another registered dealer who is a CDS participant, and from or through whom a beneficial interest in the Unit Shares and the Warrants comprising the Offered Units is acquired. If any of the Unit Shares and the Warrants comprising the Offered Units are not able to be issued in the book-entry system through CDS in advance of the Closing Date for any reason, then those investors or their designated holders will receive definitive certificates representing their interests in such Unit Shares and Warrants comprising the Offered Units with restrictive legends, if applicable.

The Offering is being made in all of the provinces of Canada, other than Québec. In addition, the Agents may offer the Offered Units outside of Canada in compliance with local securities laws. The Company is not making an offer to sell or a solicitation of an offer to buy the Offered Units in any jurisdiction where such offer is not permitted.

The Offered Units, Unit Shares, Warrants and the Warrant Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws, and accordingly may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons, except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws. Each Agent has agreed that it will not offer or sell the Offered Units, as part of its distribution at any time, within the United States or to, or for the account or benefit of, U.S. Persons and that all offers and sales of the Offered Units will otherwise be made outside of the United States in accordance with Rule 903 of Regulation S under the U.S. Securities Act.

Pursuant to the Agency Agreement, the Agents will be paid the Agents' Fee of C$0.0315 per Offered Unit, representing 7% of the gross proceeds of the Offering, other than gross proceeds on any sales made to "President's List" purchasers, on which a reduced fee of 2% of such gross proceeds will be paid to the Agents. The "President's List" may include purchasers for an aggregate amount of up to C$500,000 of Offered Units. The Agents' Fee assumes no sales to "President's List" purchasers.

The Company will also pay certain out-of-pocket expenses incurred by the Agents in connection with the Offering as set forth in the Agency Agreement. The Company has also agreed to indemnify each of the Agents, each of its affiliates and each of its and their directors, officers, employees and agents against certain liabilities and expenses or will contribute to payments that the Agents may be required to make in respect thereof.

S-11


DESCRIPTION OF SECURITIES BEING DISTRIBUTED

Unit Shares

The Company is authorized to issue an unlimited number of the Common Shares. As of June 30, 2025, there were 37,242,963 Common Shares issued and outstanding. All of the issued Common Shares rank equally as to voting rights, participation and a distribution of the Company’s assets on liquidation, dissolution or winding-up and the entitlement to dividends. Holders of Common Shares are entitled to receive notice of, attend and vote at all meetings of shareholders of the Company. Each Common Share carries one vote at such meetings. Holders of Common Shares are entitled to dividends if and when declared by the Company’s board of directors and, upon liquidation, to receive such portion of the assets of the Company as may be distributable to such holders. There are currently no other series or class of shares which rank senior, in priority to, or pari passu with the Common Shares. The Common Shares do not carry any pre-emptive, subscription, redemption or conversion rights, nor do they contain any sinking or purchase fund provisions.

Warrants

Each Warrant will be transferable (except for the Agent Warrants, which are non-transferrable) and will entitle the holder thereof to acquire one Warrant Share at a price of C$0.60 per Warrant Share at any time prior to 5:00 p.m. (Pacific time) on the date that is 36 months following the Closing Date, subject to adjustment in certain customary events, after which time the Warrants will expire. The Warrants will be governed by the terms of the Warrant Indenture to be entered into on or before the Closing Date between the Company and the TSX Trust Company, as warrant agent. The Company will appoint the principal transfer office of the TSX Trust Company in Vancouver, British Columbia as the location at which the Warrants may be surrendered for exercise, transfer or exchange.

The exercise price for the Warrants and the number of Warrant Shares issuable upon exercise will be both subject to adjustment in certain circumstances as more fully described below. Under the Warrant Indenture and subject to applicable laws, the Company will be entitled to purchase in the market, by private contract or otherwise, all or any of the Warrants then outstanding, and any Warrants so purchased will be cancelled.

The Warrant Indenture will provide for adjustment in the number of Warrant Shares issuable upon the exercise of the Warrants and/or the exercise price for the Warrants upon the occurrence of certain events, including:

(a) the issuance of Common Shares or securities exchangeable for, or convertible into, Common Shares to all or substantially all of the holders of Common Shares by way of distribution (other than a distribution of Warrant Shares upon exercise of Warrants);

(b) the subdivision, redivision or change of the Common Shares into a greater number of shares;

(c) the reduction, combination or consolidation of the Common Shares into a lesser number of shares;

(d) the issuance to all or substantially all of the holders of the Common Shares of rights, options or warrants under which such holders are entitled, during a period expiring not more than 45 days after the record date for such issuance, to subscribe for or purchase Common Shares (or securities convertible or exchangeable into Common Shares) at a price per Common Share (or having a conversion or exchange price per Common Share) of less than 95% of the “Current Market Price” (as defined in the Warrant Indenture) for the Common Shares on such record date; and

(e) the distribution to all or substantially all of the holders of the Common Shares of securities of any class, whether of the Company or any other entity (other than the Common Shares), rights, options or warrants to subscribe for or purchase Common Shares (or other securities convertible into or exchangeable for Common Shares), other than pursuant to a “Rights Offering” (as defined in the Warrant Indenture), evidences of indebtedness or any property or other assets.

The Warrant Indenture will provide for adjustment in the class and/or number of securities issuable upon the exercise of the Warrants and/or exercise price per Warrant Share in the event of the following additional events:

(a) reclassifications of the Common Shares;

S-12


(b) capital reorganization of the Company (other than a “Common Share Reorganization” as defined in the Warrant Indenture);

(c) consolidations, amalgamations, arrangements or mergers of the Company with or into any other body corporate, trust, partnership or other entity (other than consolidations, amalgamations, arrangements or mergers which do not result in any reclassification of the outstanding Common Shares or a change or exchange of the Common Shares into other shares, securities or property); or

(d) a sale or conveyance of the property and assets of the Company as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity.

No adjustments will be made to the number of Warrant Shares issuable upon the exercise of the Warrants and/or the exercise price for the Warrant with respect to a distribution of Common Shares pursuant to the exercise by directors, officers, employees, consultants or other service providers of the Company of equity incentive awards granted under the Company’s equity incentive plan.

No adjustment in the exercise price for the Warrants will be required to be made unless the cumulative effect of such adjustment or adjustments would change the exercise price for the Warrants by at least 1%.

The Company will covenant in the Warrant Indenture that, during the period in which the Warrants are exercisable, it will give notice to TSX Trust Company, as warrant agent, and to the holders of the Warrants of certain stated events, including events that would result in an adjustment to the exercise price for the Warrants or the number of Warrant Shares issuable upon exercise of the Warrants, at least 10 Business Days (as defined in the Warrant Indenture) prior to the applicable record date or effective date, as the case may be, of such event.

No fractional Warrant Shares will be issuable upon the exercise of any Warrants and no cash or other consideration will be paid in lieu of fractional Warrant Shares. Holders of Warrants will not have any voting or any other rights which a holder of Common Shares would have.

The Warrants and the Warrant Shares issuable upon the exercise of the Warrants have not been and will not be registered under the U.S. Securities Act or any state securities laws of the United States. The Warrants will not be exercisable by, or on behalf of, a person in the United States or a U.S. person, nor will certificates representing the Warrant Shares issuable upon exercise of the Warrants be registered or delivered to an address in the United States, unless an exemption from the registration requirements of the U.S. Securities Act and any applicable state securities laws is available and provided that, subject to certain exceptions, the Company has received an opinion of counsel of recognized standing to such effect in form and substance satisfactory to the Company.

From time to time, the Company and TSX Trust Company, as warrant agent, without the consent of the holders of Warrants, and subject to the approval of the TSXV, may amend or supplement the Warrant Indenture for certain purposes, including curing defects or inconsistencies or making any change that is not prejudicial to the interests or rights of the holder of Warrants. Any amendment or supplement to the Warrant Indenture that prejudicially affects the interests of the holders of the Warrants may only be made by “Extraordinary Resolution”, which is defined in the Warrant Indenture as a resolution either (a) passed at a meeting of the holders of Warrants at which there are holders of Warrants present in person or represented by proxy representing at least 25% of the aggregate number of the then outstanding Warrants and passed by the affirmative vote of holders of Warrants representing not less than 66⅔% of the aggregate number of all the then outstanding Warrants represented at the meeting and voted on the poll upon such resolution or (b) adopted by an instrument in writing signed by the holders of Warrants representing not less than 66⅔% of the aggregate number of all the then outstanding Warrants.

Original purchasers of Warrants pursuant to the Offering will have a contractual right of rescission following the issuance of Warrant Shares to such purchaser pursuant to the terms of the Warrants to receive the amount paid for the Warrants, if this Prospectus Supplement, the Base Shelf Prospectus (including documents incorporated therein by reference) or any amendment thereto contains a misrepresentation (as defined in the Securities Act (British Columbia)), provided that: (i) the conversion, exchange or exercise takes place within 180 days of the date of the purchase of such Warrants under this Prospectus Supplement; and (ii) the right of rescission is exercised within 180 days of the date of purchase of such Warrants under this Prospectus Supplement. This contractual right of rescission will be consistent with the statutory right of rescission described above and is in addition to any other right or remedy available to original purchasers under the securities legislation of certain provinces of Canada or otherwise at law. This contractual right of rescission will be consistent with the statutory right of rescission described under “Statutory Rights of Withdrawal and Rescission” and is in addition to any other right or

S-13


remedy available to original purchasers under the securities legislation of certain provinces of Canada or otherwise at law. See “Statutory Rights of Withdrawal and Rescission”

The foregoing summary of certain provisions of the Warrant Indenture does not purport to be complete and is qualified in its entirety by reference to the provisions of the Warrant Indenture in the form to be agreed upon by the parties.

PRIOR SALES

Common Shares

The following table summarizes details of the Common Shares issued by the Company during the 12-month period prior to the date of this Prospectus Supplement.

Date of Issuance Security Price per Security Number of Securities
March 28, 2025 Common Shares(1) C$0.52 2,092,080
June 6, 2025 Common Shares(2) C$0.55 1,923,076
Total 4,015,156

(1) Issued in connection with March 28, 2025 private placement equity financing.
(2) Issued in connection with the acquisition of Ace Agencies Ltd.

Warrants

The following table summarizes details of the Warrants issued by the Corporation during the 12-month period prior to the date of this Prospectus Supplement.

Date of Issuance Security Exercise Price per Security Number of Securities
March 28, 2025 Warrants(1) C$0.82 1,046,039
Total 1,046,039

(1) Issued in connection with March 28, 2025 private placement equity financing.

Stock Options

The Company did not issue any stock options during the 12-month period prior to the date of this Prospectus Supplement.

S-14


PRICE RANGE AND TRADING VOLUMES

Common Shares

The Common Shares are listed and posted for trading on the TSXV under the symbol “TRBE”.

The following table sets forth information relating to the trading of the Common Shares on the TSXV for the months indicated.

Month High (C$) Low (C$) Volume
June 2025(1) 0.540 0.445 202,746
May 2025 0.620 0.470 368,781
April 2025 0.630 0.400 420,161
March 2025 0.540 0.395 4,897,782
February 2025 0.570 0.410 370,408
January 2025 0.500 0.410 261,354
December 2024 0.500 0.355 392,976
November 2024 0.540 0.385 355,330
October 2024 0.500 0.350 799,307
September 2024 0.465 0.300 487,036
August 2024 0.460 0.370 133,144
July 2024 0.500 0.400 216,892
June 2024 0.570 0.405 204,398

(1) From June 1, 2025 to June 27, 2025.

At the close of business on June 30, 2025, the last trading day prior to the date of this Prospectus Supplement, the price of the Common Shares as quoted by the TSXV was C$0.43.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following is, as of the date hereof, a general summary of the principal Canadian federal income tax considerations under the Income Tax Act (Canada) and the regulations thereunder (collectively, the “Tax Act”) generally applicable to a holder who acquires Offered Units, consisting of one Unit Share and one-half of one Warrant, pursuant to the Offering and (if applicable) Warrant Shares upon the exercise of Warrants.

This summary applies only to a holder who is a beneficial owner of Unit Shares, and Warrants (including Warrant Shares acquired on the exercise of Warrants) acquired pursuant to this Offering and who, at all relevant times, for the purposes of the Tax Act, deals at arm’s length with the Company and the Agents, is not affiliated with the Company or the Agents, and will acquire and hold the Unit Shares, Warrants and any Warrant Shares acquired on the exercise of Warrants as capital property (a “Holder”). For purposes of this summary, references to the “Shares” include Unit Shares and Warrant Shares, unless otherwise indicated. The Shares and Warrants will generally be considered to be capital property to a Holder unless the Holder holds or uses such Shares or Warrants, as the case may be, or is deemed to hold or use such Shares or Warrants, as the case may be, in the course of carrying on a business of trading or dealing in securities or has acquired them or is deemed to have acquired them in a transaction or transactions considered to be an adventure in the nature of trade.

This summary does not apply to a Holder: (i) that is a “financial institution” for purposes of the mark-to-market rules contained in the Tax Act; (ii) an interest in which is or would constitute a “tax shelter investment” as defined in the Tax Act; (iii) that is a “specified financial institution” as defined in the Tax Act; (iv) that is a corporation resident in Canada (for purposes of the Tax Act) or a corporation that does not deal at arm’s length (for purposes of the Tax Act) with a corporation resident in Canada, and that is or becomes as part of a transaction or event or series of transactions or events that includes the acquisition of the Offered Units, controlled by a non-resident person, or group of non-resident persons not dealing with each other at arm’s length, for the purposes of the “foreign affiliate dumping” rules in section 212.3 of the Tax Act; (v) that reports its “Canadian tax results”, as defined in the Tax Act, in a currency other than Canadian currency; (vi) that is exempt from tax under the Tax Act; (vii) that has entered into, or will enter into, a “derivative forward agreement” or a “synthetic disposition arrangement” with respect to the Shares or Warrants, as those terms are defined in the Tax Act; or (viii) that receives dividends on the Shares under or as part of a “dividend rental arrangement” as defined in the Tax Act. Such Holders should consult

S-15


their own tax advisors with respect to an investment in Offered Units. In addition, this summary does not address the deductibility of interest by a Holder who has borrowed money or otherwise incurred debt in connection with the acquisition of Offered Units or to exercise Warrants to acquire Warrant Shares.

This summary is based on the facts set out in this Prospectus Supplement, the current provisions of the Tax Act in force as of the date prior to the date hereof, specific proposals to amend the Tax Act which have been publicly announced by, or on behalf of, the Minister of Finance (Canada) prior to the date hereof (the "Tax Proposals"), and counsel's understanding of the current published administrative policies and assessing practices of the Canada Revenue Agency (the "CRA"). This summary assumes that the Tax Proposals will be enacted in the form proposed and does not take into account or anticipate any other changes in law, whether by way of judicial, legislative or governmental decision or action, nor does it take into account provincial, territorial or foreign income tax legislation or considerations, which may differ materially from the Canadian federal income tax considerations discussed herein. No assurances can be given that the Tax Proposals will be enacted as proposed or at all, or that legislative, judicial or administrative changes will not modify or change the statements expressed herein. If the Tax Proposals are not enacted or otherwise implemented as presently proposed, the tax consequences may not be as described in this summary in all cases.

This summary is not exhaustive of all possible Canadian federal income tax considerations applicable to an investment in Offered Units. This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or income tax advice to any particular Holder, and no representations concerning the tax consequences to any particular Holder are made. The tax consequences of acquiring, holding and disposing of Offered Units will vary according to the Holder's particular circumstances. Holders should consult their own income tax advisors with respect to the tax consequences applicable to them based on their own particular circumstances.

Currency Conversion

Subject to certain exceptions that are not discussed in this summary, for purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition of the Shares and Warrants must be determined in Canadian dollars. Any amount denominated in a currency other than Canadian dollars must be converted into Canadian dollars, generally at the exchange rate quoted by the Bank of Canada as its daily rate on the date the amount arose, or such other rate as may be acceptable to the Minister of National Revenue (Canada).

Allocation of Offering Price

A Holder who acquires Offered Units pursuant to the Offering will be required to allocate the purchase price paid for each Offered Unit on a reasonable basis between the Unit Share and the one-half of one Warrant comprising each Offered Unit in order to determine their respective costs to such Holder for the purposes of the Tax Act.

For its purposes, the Company intends to allocate C$0.4499 to each Unit Share and C$0.0001 to each one-half of one Warrant and believes that such allocation is reasonable. The Company's allocation, however, is not binding on the CRA or on a Holder and the CRA may disagree with such allocation. Legal counsel to the Company and the Agents express no opinion with respect to such allocation.

The adjusted cost base to a Holder of each Unit Share will be determined by averaging the cost of such Unit Share with the adjusted cost base to such Holder of all other Common Shares (if any) held by the Holder as capital property immediately prior to the acquisition.

Exercise of Warrants

The exercise of a Warrant to acquire a Warrant Share will be deemed not to constitute a disposition of property for purposes of the Tax Act. As a result, no gain or loss will be realized by a Holder of a Warrant upon the exercise of such Warrant to acquire a Warrant Share. When a Warrant is exercised, the Holder's cost of the Warrant Share acquired thereby will be equal to the adjusted cost base of the Warrant to such Holder, plus the amount paid on the exercise of the Warrant. For the purposes of computing the adjusted cost base to a Holder of each Warrant Share acquired on the exercise of a Warrant, the cost of such Warrant Share must be averaged with the adjusted cost base to such Holder of all other Common Shares (if any) held by the Holder as capital property immediately prior to the exercise of the Warrant.

S-16


Residents of Canada

The following portion of this summary is generally applicable to a Holder who, for the purposes of the Tax Act, and at all relevant times is resident or deemed to be resident in Canada (a “Resident Holder”). Certain Resident Holders whose Shares might not otherwise qualify as capital property may be entitled to make an irrevocable election pursuant to subsection 39(4) of the Tax Act to have the Shares, and every other “Canadian security” (as defined by the Tax Act) owned by such Resident Holder in the taxation year of the election and in all subsequent taxation years, deemed to be capital property. This election does not apply to Warrants. Resident Holders should consult their own tax advisors for advice as to whether an election under subsection 39(4) of the Tax Act is available or advisable in their particular circumstances.

Expiry of Warrants

In the event of the expiry of an unexercised Warrant, a Holder generally will realize a capital loss equal to the Holder’s adjusted cost base of such Warrant immediately before its expiry. The tax treatment of capital gains and capital losses is discussed in greater detail below under the subheading “Residents of Canada – Capital Gains and Losses”.

Taxation of Dividends

Dividends (including deemed dividends) received on the Shares by a Resident Holder who is an individual (other than certain trusts) will be included in the Resident Holder’s income and be subject to the gross-up and dividend tax credit rules applicable to “taxable dividends” received by an individual from a “taxable Canadian corporation” (each as defined in the Tax Act). An enhanced gross-up and dividend tax credit will be available to individuals in respect of “eligible dividends” designated by the Company to the Resident Holder in accordance with the provisions of the Tax Act. There may be limitations on the ability of the Company to designate dividends as eligible dividends.

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

A Resident Holder that is a “private corporation” or “subject corporation” (as such terms are defined in the Tax Act) may be liable to pay a tax (refundable in certain circumstances) under Part IV of the Tax Act on dividends received or deemed to be received on the Shares to the extent that such dividends are deductible in computing the Resident Holder’s taxable income for the year.

Dispositions of Shares or Warrants

A Resident Holder who disposes of, or is deemed to have disposed of, a Share (other than a disposition to the Company that is not a sale in the open market in the manner in which shares are normally purchased by any member of the public in the open market) or a Warrant (other than on the exercise of such Warrant) will generally realize a capital gain (or incur a capital loss) equal to the amount by which the proceeds of disposition, in respect of such Share or Warrant, as the case may be, net of any reasonable costs of disposition, exceed (or are exceeded by) the adjusted cost base to the Resident Holder of such Share or Warrant, as the case may be, immediately before the disposition or deemed disposition. The tax treatment of capital gains and capital losses is discussed in greater detail below under the subheading “Resident of Canada – Capital Gains and Losses”.

Capital Gains and Losses

Generally, one-half of any capital gain (a “taxable capital gain”) realized by a Resident Holder must be included in the Resident Holder’s income for the taxation year in which the disposition occurs. Subject to and in accordance with the provisions of the Tax Act, one-half of any capital loss incurred by a Resident Holder (an “allowable capital loss”) must generally be deducted from taxable capital gains realized by the Resident Holder in the taxation year in which the disposition occurs. Allowable capital losses in excess of taxable capital gains for the taxation year of disposition may generally be carried back and deducted in the three preceding taxation years or carried forward and deducted in any subsequent year against taxable capital gains realized in such years, in the circumstances and to the extent provided in the Tax Act.

S-17


A capital loss realized on the disposition of a Share by a Resident Holder that is a corporation may in certain circumstances be reduced by the amount of dividends which have been previously received or deemed to have been received by the Resident Holder on the Share, or a share substituted for such share, to the extent and in the circumstances specified by the Tax Act. Similar rules may apply where a Resident Holder that is a corporation is, directly or indirectly through a trust or partnership, a member of a partnership or a beneficiary of a trust that owns Shares. A Resident Holder to which these rules may be relevant is urged to consult their own tax advisor.

Additional Refundable Tax

A Resident Holder that is: (i) throughout the relevant taxation year, a “Canadian-controlled private corporation” (as defined in the Tax Act), or (ii) at any time in the relevant taxation year, a “substantive CCPC” (as defined in the Tax Act), may be liable to pay an additional tax (refundable in certain circumstances) on its “aggregate investment income” (as defined in the Tax Act) for the year, including taxable capital gains and dividends or deemed dividends that are not deductible in computing the Resident Holder’s taxable income.

Alternative Minimum Tax

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

Non-Residents of Canada

The following portion of this summary is generally applicable to a Holder who, for purposes of the Tax Act and at all relevant times, is not and is not deemed to be a resident of Canada and does not use or hold, and is not deemed to use or hold, the Shares or Warrants in connection with carrying on a business in Canada (a “Non-Resident Holder”). Special considerations, which are not discussed in this summary, may apply to a Non-Resident Holder that is an insurer carrying on business in Canada and elsewhere or that is an “authorized foreign bank” (as defined in the Tax Act). Such Non-Resident Holders should consult their own tax advisors.

The term “U.S. Holder,” for the purposes of this summary, means a Non-Resident Holder who, for purposes of the Canada-United States Tax Convention (1980) (the “Treaty”), is at all relevant times a resident of the United States and is a “qualifying person” within the meaning of the Treaty and is eligible for the full benefits of the Treaty. In some circumstances, persons deriving amounts through fiscally transparent entities (including limited liability companies) may be entitled to benefits under the Treaty. U.S. Holders are urged to consult their own tax advisors to determine their entitlement to benefits under the Treaty and related compliance requirements based on their particular circumstances.

Taxation of Dividends

Subject to an applicable tax treaty or convention, dividends paid or credited or deemed to be paid or credited on the Shares to a Non-Resident Holder by the Company are subject to Canadian withholding tax at the rate of 25% on the gross amount of the dividend. Under the Treaty, the rate of withholding tax on dividends paid or credited, or deemed to be paid or credited, to a U.S. Holder is generally limited to 15% of the gross amount of the dividend. The rate of withholding tax is further reduced to 5% if the beneficial owner of such dividend is a U.S. Holder that is a company that owns, directly or indirectly, at least 10% of the voting stock of the Company. The Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting (the "MLI"), of which Canada is a signatory, affects many of Canada’s bilateral tax treaties (but not the Treaty), including the ability to claim benefits thereunder. Non-Resident Holders are urged to consult their own tax advisors to determine their entitlement to relief under an applicable income tax treaty or convention.

Dispositions of Shares or Warrants

A Non-Resident Holder will generally not be subject to tax under the Tax Act in respect of any capital gain realized on the disposition or deemed disposition of the Shares or Warrants, nor will capital losses arising therefrom be recognized under the Tax Act, unless, at the time of disposition, the Shares or Warrants, as the case may be, constitute “taxable Canadian property” (as defined in the Tax Act) of the Non-Resident Holder, and the Non-Resident Holder is not entitled to relief under an applicable income tax treaty or convention between Canada and the country where the Non-Resident Holder is resident (including as a result of the application of the MLI).

S-18


Provided the Shares are listed on a “designated stock exchange”, as defined in the Tax Act (which includes the TSXV), at the time of disposition, the Shares and Warrants will generally not constitute taxable Canadian property of a Non-Resident Holder at that time, unless at any time during the 60-month period immediately preceding the disposition, the following two conditions are met concurrently: (i) 25% or more of the issued shares of any class or series of the capital stock of the Company were owned by or belonged to any combination of (a) the Non-Resident Holder, (b) persons with whom the Non-Resident Holder did not deal at arm’s length, and (c) partnerships in which the Non-Resident Holder or a person described in (b) holds a membership interest directly or indirectly through one or more partnerships; and (ii) at such time, more than 50% of the fair market value of such shares was derived, directly or indirectly, from any combination of real or immovable property situated in Canada, “Canadian resource property” (as defined in the Tax Act), “timber resource property” (as defined in the Tax Act), or options in respect of, interests in, or for civil law rights in such properties, whether or not such property exists. A Share or Warrant may be deemed to be “taxable Canadian property” in certain other circumstances. Non-Resident Holders should consult their own tax advisors as to whether their Shares or Warrants constitute “taxable Canadian property” in their own particular circumstances.

A Non-Resident Holder’s capital gain (or capital loss) in respect of the Shares or Warrants that constitute or are deemed to constitute taxable Canadian property (and are not relieved from tax under an applicable income tax treaty or convention, including as a result of the application of the MLI) will generally be computed in the manner described above under the subheadings “Residents of Canada—Dispositions of Shares or Warrants” and “Residents of Canada – Capital Gains and Losses”.

Non-Resident Holders whose Shares or Warrants may constitute taxable Canadian property should consult their own advisors.

LEGAL MATTERS AND EXPERTS

Certain legal matters in connection with the Offering will be passed upon on behalf of the Company by Cassels Brock & Blackwell LLP, with respect to Canadian legal matters and on behalf of the Agents by Burnet, Duckworth & Palmer, LLP, with respect to Canadian legal matters.

As of the date hereof, the partners and associates of Cassels Brock & Blackwell LLP and Burnet, Duckworth & Palmer, LLP, each as a group, hold beneficially, directly or indirectly, less than one percent of any class of our securities.

AUDITORS, TRANSFER AGENT AND REGISTRAR

Dale Matheson Carr-Hilton LaBonte LLP (“DMCL”) is the auditor of the Company and has advised the Company that it is independent of the Company within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulation.

The transfer agent and registrar for our Common Shares is TSX Trust Company at its principal office at 301-100 Adelaide Street West, Toronto, ON, M5H 4H1.

ELIGIBILITY FOR INVESTMENT

In the opinion of Cassels Brock & Blackwell LLP, Canadian counsel to the Company, and Burnet, Duckworth & Palmer, LLP, Canadian counsel to the Agents, based on the current provisions of the Tax Act in force as of the date prior to the date hereof, the Unit Shares, Warrants, and Warrant Shares, if issued on the date hereof, would be “qualified investments” under the Tax Act for trusts governed by a “registered retirement savings plan” (“RRSP”), a “registered retirement income fund” (“RRIF”), a “registered education savings plan” (“RESP”), a “registered disability savings plan” (“RDSP”), a “tax-free savings account” (“TFSA”), a “first home savings account” (“FHSA”) (each, a “Registered Plan”) or a “deferred profit sharing plan” (“DPSP”), each as defined in the Tax Act, provided that at such time:

(i) in the case of the Unit Shares and Warrant Shares, the Unit Shares and Warrant Shares are listed on a “designated stock exchange” for purposes of the Tax Act (which currently includes the TSXV) or the Company qualifies as a “public corporation”, other than a “mortgage investment corporation” (each, as defined in the Tax Act); and

(ii) in the case of Warrants, either (a) the Warrants are listed on a “designated stock exchange” for purposes of the Tax Act (which currently includes the TSXV), or (b) the Warrant Shares are qualified investments as described in (i)


above and the Company is not, and deals at arm’s length with each person who is, an annuitant, a beneficiary, an employer or a subscriber under, or a holder of, the particular Registered Plan or DPSP.

Notwithstanding the foregoing, the holder, subscriber or annuitant of or under a Registered Plan (the “Controlling Individual”), will be subject to a penalty tax under the Tax Act with respect to the Unit Shares, Warrant Shares or Warrants if the Unit Shares, Warrant Shares or Warrants, as the case may be, held by such a plan are “prohibited investments” for purposes of the Tax Act. A Unit Share, Warrant Share or Warrant will generally not be a “prohibited investment” provided that the Controlling Individual deals at arm’s length with the Company for purposes of the Tax Act and does not have a “significant interest” (as defined in the Tax Act) in the Company. In addition, the Unit Shares and Warrant Shares will generally not be a “prohibited investment” if such Unit Shares or Warrant Shares, as the case may be, are “excluded property” (as defined in the Tax Act) for the Registered Plan.

Persons who intend to hold Unit Shares, Warrant Shares or Warrants in a Registered Plan should consult their own tax advisors in regard to the application of these rules in their particular circumstances.

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after the later of (a) the date that the Company (i) filed the prospectus or any amendment on SEDAR+ and a receipt is issued and posted for the document, and (ii) issued and filed a news release on SEDAR+ announcing that the document is accessible through SEDAR+, and (b) the date that the purchaser or subscriber has entered into an agreement to purchase the securities or a contract to purchase or a subscription for the securities. In several of the provinces, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revision of the price or damages if the prospectus or a Prospectus Supplement relating to the securities purchased by a purchaser and any amendments thereto contain a misrepresentation or is not delivered to the purchaser, provided that the remedies for recession, revision of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for the particulars of these rights or consult with a legal adviser.

In the Offering, investors are cautioned that the statutory right of action for damages for a misrepresentation contained in this Prospectus Supplement is limited, in certain provincial securities legislation, to the price at which the Offered Units are offered to the public under the Offering. This means that, under the securities legislation of certain provinces, if the purchaser pays additional amounts upon conversion, exchange or exercise of the security, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for the particulars of this right of action for damages or consult with a legal adviser.

In an offering of convertible securities, such as the Warrants, investors are cautioned that the statutory right of action for damages for a misrepresentation contained in the prospectus is limited, in certain provincial securities legislation, to the price at which the convertible security is offered to the public under the prospectus offering. This means that, under the securities legislation of certain provinces, if the purchaser pays additional amounts upon conversion, exchange or exercise of the convertible security, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of this right of action for damages or consult with a legal adviser. Original purchasers of Warrants pursuant to the Offering will have a contractual right of rescission following the issuance of Warrant Shares to such purchaser pursuant to the terms of the Warrants to receive the amount paid for the Warrants, if this Prospectus Supplement, the Base Shelf Prospectus (including documents incorporated therein by reference) or any amendment thereto contains a misrepresentation (as defined in the Securities Act (British Columbia)) provided that: (i) the conversion, exchange or exercise takes place within 180 days of the date of the purchase of such Warrants under this Prospectus Supplement; and (ii) the right of rescission is exercised within 180 days of the date of purchase of such Warrants under this Prospectus Supplement. This contractual right of rescission will be consistent with the statutory right of rescission described above and is in addition to any other right or remedy available to original purchasers under the securities legislation of certain provinces of Canada or otherwise at law.

S-20


C-1

CERTIFICATE OF THE COMPANY

Dated: June 30, 2025

This short form prospectus, together with the documents incorporated in the prospectus by reference, as supplemented by the foregoing, constitutes full, true and plain disclosure of all material facts relating to the securities offered by the prospectus and this supplement as required by the securities legislation of each of the provinces of Canada, other than Québec.

(Signed) JOSEPH NAKHLA
Joseph Nakhla
Chief Executive Officer and Director

(Signed) ANGELO BARTOLINI
Angelo Bartolini
President and Chief Financial Officer

ON BEHALF OF THE BOARD OF DIRECTORS

(Signed) SANJIV SAMANT
Sanjiv Samant
Director

(Signed) ANDREW KIGUEL
Andrew Kiguel
Director


C-2

CERTIFICATE OF AGENTS

Dated: June 30, 2025

To the best of our knowledge, information and belief, the short form prospectus, together with the documents incorporated in the prospectus by reference, as supplemented by the foregoing, constitutes full, true and plain disclosure of all material facts relating to the securities offered by the prospectus and this supplement as required by the securities legislation of each of the provinces of Canada, other than Québec.

RAYMOND JAMES LTD.
(signed) KELLY HUGHES
Managing Director, Investment Banking

CANACCORD GENUITY CORP.
(signed) GORD CHAN
Managing Director, Head of Retail Syndication

VENTUM FINANCIAL CORP.
(signed) CHRISTINE YOUNG
Managing Director, Head of Origination

STIFEL NICOLAUS CANADA INC.
(signed) PETAR ZELIC
Managing Director, Investment Banking


This short form base shelf prospectus is referred to as a short form base shelf prospectus and has been filed under legislation in each of the provinces of Canada, other than Québec, that permits certain information about these securities to be determined after this prospectus has become final and that permits the omission from this prospectus of that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities, except in cases where an exemption from such delivery requirements is available.

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

Information has been incorporated by reference in this short form base shelf prospectus from documents filed with securities commissions or similar regulatory authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of Tribe Property Technologies Inc. at Suite 1606-1166 Alberni Street, Vancouver, British Columbia, V6E 3Z3, telephone 604-343-2601, and are also available electronically at www.sedarplus.ca.

FINAL SHORT FORM BASE SHELF PROSPECTUS

New Issue and/or Secondary Offering

June 24, 2025

img-1.jpeg

TRIBE PROPERTY TECHNOLOGIES INC.

$25,000,000

Common Shares

Subscription Receipts

Warrants

Units

Tribe Property Technologies Inc. ("Tribe", "we", "us", "our" or the "Company") may from time to time offer and sell the following securities: (i) common shares of the Company ("Common Shares"); (ii) subscription receipts exchangeable for Common Shares and/or other securities of the Company ("Subscription Receipts"); (iii) warrants exercisable to acquire Common Shares and/or other securities of the Company ("Warrants"); and (iv) securities comprised of more than one of Common Shares, Subscription Receipts and/or Warrants offered together as a unit ("Units", and together with the Common Shares, Subscription Receipts and Warrants, the "Securities"), or any combination thereof, having an aggregate offering price of up to $25,000,000 (or the equivalent thereof, at the date of issue, in any other currency or currencies, as the case may be), at any time during the 25-month period that this short form base shelf prospectus, including any amendments hereto (the "Prospectus"), remains effective. The Securities may be offered separately or together, in separate series, in amounts, at prices and on terms to be determined at the time of sale and set forth in one or more prospectus supplements (each, a "Prospectus Supplement"). This Prospectus qualifies the distribution of Securities by the Company. In addition, Securities may be offered and issued in consideration for the acquisition of other businesses, assets or securities by the Company or a subsidiary of the Company. The consideration for any such acquisition may consist of any of the Securities separately, a combination of Securities or any combination of, among other things, Securities, cash and assumption of liabilities.

Certain securityholders of the Company (each a "Selling Securityholder" and, together, the "Selling Securityholders") may also offer Securities from time to time pursuant to this Prospectus. See "Selling Securityholders".

The specific terms of any offering of Securities will be set out in the applicable Prospectus Supplement and may include, without limitation, where applicable: (i) in the case of Common Shares, the number of Common Shares being offered, the offering price, whether the Common Shares are being offered for cash, and any other terms specific to the


Common Shares being offered; (ii) in the case of Subscription Receipts, the number of Subscription Receipts being offered, the offering price, whether the Subscription Receipts are being offered for cash, the terms, conditions and procedures for the exchange of Subscription Receipts for Common Shares and/or other securities of the Company, as the case may be, the currency or currency unit in which the Subscription Receipts are issued, and any other terms specific to the Subscription Receipts being offered; (iii) in the case of Warrants, the number of Warrants being offered, the offering price, whether the Warrants are being offered for cash, the terms, conditions and procedures for the exercise of such Warrants into or for Common Shares and/or other securities of the Company, and any other terms specific to the Warrants being offered; and (iv) in the case of Units, the designation and terms of the Units and of the Securities comprising the Units, the offering price, whether the Units are being offered for cash, the currency or currency unit in which the Units are issued, and any other terms specific to the Units being offered. A Prospectus Supplement may include other specific terms pertaining to the Securities that are not within the alternatives and parameters described in this Prospectus. You should read this Prospectus and any applicable Prospectus Supplement carefully before you invest in any Securities.

All shelf information permitted under applicable securities legislation to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus, unless an exemption from the prospectus delivery requirements is available. Each Prospectus Supplement will be incorporated by reference into this Prospectus for the purposes of securities legislation as of the date of such Prospectus Supplement and only for the purposes of the distribution of the Securities to which such Prospectus Supplement pertains.

The Company may offer and sell the Securities and the Selling Securityholders may offer and sell the Securities to or through underwriters or dealers purchasing as principals and may also sell the Securities to one or more purchasers directly or through agents designated by the Company from time to time. The Prospectus Supplement relating to a particular offering of Securities will identify each underwriter, dealer or agent, if any, engaged by the Company in connection with the offering and sale of the Securities, or by the Selling Securityholders in connection with the offering and sale of Securities, and will set forth the terms of the offering of such Securities, the method of distribution of such Securities, including the proceeds to us, and, to the extent applicable, any fees, discounts or any other compensation payable to underwriters, dealers or agents and any other material terms of the plan of distribution. See "Plan of Distribution".

In connection with any offering of Securities, except as otherwise set out in a Prospectus Supplement relating to a particular offering of Securities, the underwriters, dealers or agents may, subject to applicable law, over-allot or effect transactions which are intended to stabilize or maintain the market price of the Securities offered at a level other than that which might otherwise prevail in the open market. Such transactions, if commenced, may be interrupted or discontinued at any time. A purchaser who acquires Securities forming part of the underwriter's, dealer's or agent's over-allocation position acquires those Securities under this Prospectus, as supplemented by any Prospectus Supplement, regardless of whether the over-allocation position is ultimately filled through the exercise of the over-allotment option or secondary market purchases. See "Plan of Distribution".

As at the date of this Prospectus, no underwriter, dealer or agent is in a contractual relationship with the Company requiring the underwriter, dealer or agent to distribute under this Prospectus. No underwriter, dealer or agent has been involved in the preparation of this Prospectus or performed any review of the contents of this Prospectus.

Investors should rely only on the information contained in or incorporated by reference in this Prospectus and any applicable Prospectus Supplement. The Company has not authorized anyone to provide investors with different or additional information. There are certain risks inherent in an investment in our Securities and in our activities. Prospective investors should carefully read and consider the risk factors described or referenced under the headings "Forward-Looking Information" and "Risk Factors" in this Prospectus, contained in any of the documents incorporated by reference herein, and in any applicable Prospectus Supplement and any of the documents incorporated by reference therein, before purchasing Securities. See "Forward-Looking Information" and "Risk Factors" below and the "Risk Factors" section of the applicable Prospectus Supplement.

We present our financial statements in Canadian dollars. Our annual financial statements are prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board and our interim financial statements are prepared in accordance with IFRS as

  • ii -

applicable to interim financial reporting. Unless otherwise indicated, financial information included in or incorporated by reference in this Prospectus has been prepared in accordance with IFRS.

All currency amounts in this Prospectus are expressed in Canadian dollars, unless otherwise indicated. See “Financial Information”.

The issued and outstanding Common Shares are listed and posted for trading in Canada on the TSX Venture Exchange (the “TSXV”) under the symbol “TRBE”. On June 23, 2025, the last trading day prior to the date of this Prospectus, the closing price of the Common Shares on the TSXV was $0.49. Unless otherwise specified in the applicable Prospectus Supplement, the Subscription Receipts, Warrants and Units will not be listed on any securities exchange. There is no market through which the Securities, other than the Common Shares, may be sold and purchasers may not be able to resell such Securities purchased under this Prospectus and any applicable Prospectus Supplement. This may affect the pricing of such Securities in the secondary market, the transparency and availability of trading prices, the liquidity of such Securities, and the extent of issuer regulation. See “Risk Factors” below and the “Risk Factors” section of the applicable Prospectus Supplement.

A CANADIAN SECURITIES REGULATOR HAS NOT APPROVED OR DISAPPROVED THE SECURITIES OFFERED HEREBY OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

Mr. Michael Willis, a director of the Company, resides outside of Canada. Mr. Willis has appointed Cassels Brock & Blackwell LLP, Suite 2200, RBC Place, 885 West Georgia Street, Vancouver, British Columbia, V6C 3E8 as agent for service of process in Canada. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or that resides outside of Canada, even if the party has appointed an agent for service of process.

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. See “Statutory and Contractual Rights of Withdrawal and Rescission”.

The Company’s head office is located at Suite 1606-1166 Alberni Street, Vancouver, British Columbia, V6E 3Z3 and its registered office is located at Suite 3200, Bay Adelaide Centre – North Tower, 40 Temperance Street, Toronto, Ontario, M5H 0B4.

  • iii -

TABLE OF CONTENTS

Page

ABOUT THIS PROSPECTUS...1
FORWARD-LOOKING INFORMATION...1
FINANCIAL INFORMATION...2
DOCUMENTS INCORPORATED BY REFERENCE...3
MARKETING MATERIALS...4
THE COMPANY...5
CONSOLIDATED CAPITALIZATION...6
DESCRIPTION OF COMMON SHARES...6
DESCRIPTION OF SUBSCRIPTION RECEIPTS...6
DESCRIPTION OF WARRANTS...7
DESCRIPTION OF UNITS...8
PLAN OF DISTRIBUTION...9
USE OF PROCEEDS...10
PRIOR SALES...11
TRADING PRICE AND VOLUME...11
SELLING SECURITYHOLDERS...11
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS...11
RISK FACTORS...11
AUDITORS, TRANSFER AGENT AND REGISTRAR...14
LEGAL MATTERS...14
STATUTORY AND CONTRACTUAL RIGHTS OF WITHDRAWAL AND RESCISSION...14
CERTIFICATE OF THE COMPANY...C-1


  • 1 -

ABOUT THIS PROSPECTUS

This Prospectus provides a general description of the Securities that we may offer. Each time we sell Securities under this Prospectus, we will prepare a Prospectus Supplement that will contain specific information about the terms of that offering. The Prospectus Supplement may also add, update or change information contained in this Prospectus. Before investing in any Securities, you should read both this Prospectus and any applicable Prospectus Supplement, together with the additional information described below and in the applicable Prospectus Supplement under “Documents Incorporated by Reference”.

Investors should rely only on the information contained in or incorporated by reference in this Prospectus and any applicable Prospectus Supplement. The Company has not authorized anyone to provide investors with different or additional information. If anyone provides you with different or additional information, you should not rely on it. We are not making an offer of Securities in any jurisdiction where the offer or sale of Securities is not permitted by law. Prospective investors should not assume that the information contained in or incorporated by reference in this Prospectus and any applicable Prospectus Supplement is accurate as of any date other than the date on the front of such documents (including the documents incorporated by reference herein and therein), regardless of the time of delivery of this Prospectus, any applicable Prospectus Supplement or any sale of Securities. Our business, financial condition, results of operations and prospects may have changed since those dates. Information contained on the Company’s website should not be deemed to be a part of this Prospectus, nor incorporated by reference herein.

Market data and certain industry forecasts used in the Prospectus and the documents incorporated by reference herein were obtained from market research, publicly available information and industry publications. We believe that these sources are generally reliable, but the accuracy and completeness of this information is not guaranteed. We have not independently verified such information, nor have we ascertained the validity or accuracy of the underlying economic assumptions relied upon therein, and we do not make any representation as to the accuracy of such information.

Unless we have indicated otherwise, or the context otherwise requires, references in this Prospectus and any Prospectus Supplement to “Tribe”, “we”, “us”, “our” or the “Company” refer to Tribe Property Technologies Inc. and/or, as applicable, one or more of its subsidiaries, its predecessors and/or its co-ownership arrangement.

FORWARD-LOOKING INFORMATION

This Prospectus contains forward-looking information within the meaning of applicable Canadian securities legislation. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “expects”, “does not expect”, “is expected”, “estimates”, “intends”, “anticipates”, “does not anticipate”, or “believes”, or variations of such words and phrases or states that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken to occur or be achieved. Forward-looking statements in this Prospectus include, but are not limited to our expectations regarding industry trends and challenges, overall market growth rates and our growth rates and growth strategies; competitive conditions and position; financial position, results of operations and/or cash flows; addressable markets for our solutions; the achievement of advances in and expansion of our offerings and markets; expectations regarding our revenue and the revenue generation potential of our products, services and other solutions; our business plans and strategies, including expected acquisitions; our expectations regarding certain of our future results, including, among others, revenue, expenses, sales growth, expenditures, operations and use of future cash flow; our ability to execute on our strategic growth priorities and to successfully integrate acquisition targets; our competitive position in our industry and our expectations regarding competition; our anticipated cash needs and needs for additional financing; our plans for the timing and expansion of our services; our ability to attract and retain personnel; payment obligations under existing commercial agreements; future prospective consolidation in the rental management sector; industry trends; and prospective benefits of our platform.

Forward-looking information is necessarily based upon a number of factors and assumptions that, if untrue, could cause actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such information. Forward-looking information is based upon a number of estimates and assumptions that, while considered reasonable by the Company at this time, is inherently subject to significant business, economic and competitive uncertainties and contingencies that may cause the Company’s actual financial results, performance, or achievements to be materially different from those expressed or implied herein. Some of the material factors or assumptions used to develop forward-looking information include, without limitation,


our ability to capitalize on growth opportunities and implement our growth strategy; our ability to retain key personnel; our ability to maintain existing customer relationships and to continue to expand our customers' use of our products solutions; our ability to acquire new customers; our ability to enhance our offerings to remain at the forefront of our industry; the impact of competition; the successful integration of future acquisitions; the absence of material adverse changes in our business, our industry or the global economy; and that the risks and uncertainties described under "Risk Factors" will not materialize.

Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Although we have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.

Known and unknown factors could cause actual results or events to differ materially from those projected in the forward-looking statements. Such factors include, but are not limited to, fluctuations in the currency markets; changes in interest rates; disruption to the credit markets and delays in obtaining financing; inflationary pressures; risks arising from holding derivative instruments (such as credit risk, market liquidity risk and mark-to-market risk); changes in national and local government legislation, taxation, controls, regulations and political or economic developments in Canada or the United States, or other countries in which we may carry on business; international conflicts including the ongoing Russo-Ukrainian War; integration of acquisitions; business opportunities that may be presented to, or pursued by us; our ability to successfully integrate acquisitions; operating or technical difficulties in connection with business activities; the possibility of cost overruns or unanticipated expenses; employee relations; the risks of obtaining and renewing necessary licenses and permits; risks related to third parties passing off or otherwise leveraging the Company's branding and/or messaging; risks related to intellectual property protection including cybersecurity risks and ransomware risks; and the occurrence of natural disasters, hostilities, acts of war or terrorism. The factors identified above are not intended to represent a complete list of the factors that could affect us. Additional factors are noted under the heading "Risk Factors" below and under the heading "Risk Factors" in the Company's annual information form for the year ended December 31, 2024, dated May 6, 2025 (the "Annual Information Form").

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results, performance or achievement may vary materially from those expressed or implied by the forward-looking information contained in this Prospectus. These factors should be carefully considered, and investors are cautioned not to place undue reliance on forward-looking information, which speaks only as of the date of this Prospectus, or in the case of documents incorporated by reference herein, as of the date of each such document. All subsequent forward-looking information attributable to us is expressly qualified in its entirety by the cautionary statements contained in or referred to herein. We do not undertake any obligation to update the forward-looking information contained in this Prospectus to reflect events or circumstances that occur after the date of this Prospectus or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws. Investors are urged to read the Company's filings with Canadian securities regulatory agencies, which can be viewed online under the Company's profile on the System for Electronic Data Analysis and Retrieval+ ("SEDAR+") at www.sedarplus.ca.

FINANCIAL INFORMATION

We present our financial statements in Canadian dollars. Our annual financial statements are prepared in accordance with IFRS as issued by the International Accounting Standards Board and our interim financial statements are prepared in accordance with IFRS as applicable to interim financial reporting. Unless otherwise indicated, financial information included in or incorporated by reference in this Prospectus has been prepared in accordance with IFRS.

All currency amounts in this Prospectus are expressed in Canadian dollars, unless otherwise indicated. References to "US$" are to United States dollars.

  • 2 -

The following table reflects the high, low and closing rates for Canadian dollars in terms of the United States dollar for each of the periods indicated as quoted by the Bank of Canada:

Three Months Ended March 31 Year Ended December 31
2025 2024 2024 2023
High $1.4603 $1.3593 $1.4416 $1.3875
Low $1.4166 $1.3316 $1.3316 $1.3128
Rate at End of Period $1.4376 $1.3550 $1.4389 $1.3226

On June 23, 2025, the Bank of Canada daily average rate of exchange was US$1.00 = $1.3755.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus from documents filed by us with the securities commissions or similar regulatory authorities in Canada. Copies of the documents incorporated by reference herein may be obtained on request without charge from the Corporate Secretary of the Company at Suite 1606-1166 Alberni Street, Vancouver, British Columbia, V6E 3Z3, telephone: 604-343-2601, e-mail: [email protected], and are also available electronically under the Company's profile on SEDAR+ at www.sedarplus.ca.

As at the date of this Prospectus, the following documents, filed by the Company with the securities commissions or similar authorities in each of the provinces of Canada, other than Québec, are specifically incorporated by reference into, and form an integral part of, this Prospectus, provided that such documents are not incorporated by reference to the extent that their contents are modified or superseded by a statement contained in this Prospectus or in any other subsequently filed document that is also incorporated by reference in this Prospectus, as further described below:

(a) the Annual Information Form;
(b) the audited consolidated financial statements of the Company for the years ended December 31, 2024 and 2023, together with the notes thereto and the auditor's report thereon;
(c) management's discussion and analysis ("MD&A") for the year ended December 31, 2024;
(d) unaudited condensed consolidated interim financial statements for the three months ended March 31, 2025 and 2024 (the "Interim Financial Statements");
(e) the MD&A for the three months ended March 31, 2025;
(f) the material change report of the Company dated April 2, 2025 with respect to a non-brokered private placement for aggregate gross proceeds of $1,087,882.12 (the "March 2025 Offering"); and
(g) the management information circular of the Company dated August 12, 2024 prepared in connection with the annual general and special meeting of the shareholders of the Company held on September 17, 2024.

Except as otherwise stated below, any documents of the foregoing type, and all other documents of the type required to be incorporated by reference in a short form prospectus pursuant to National Instrument 44-101 – Short Form Prospectus Distributions of the Canadian Securities Administrators, including, without limitation, any material change reports (excluding material change reports filed on a confidential basis), interim financial statements, annual financial statements and the auditor's report thereon, management's discussion and analysis, information circulars, annual information forms and business acquisition reports filed by the Company with the securities commissions or similar regulatory authorities in any of the provinces or territories of Canada subsequent to the date of this Prospectus and during the 25-month period this Prospectus remains effective, shall be deemed to be incorporated by reference in this Prospectus. Notwithstanding anything herein to the contrary, any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference in this Prospectus shall be deemed to be modified or superseded, for purposes of this Prospectus, to the extent that a statement contained herein or in any other subsequently filed document that


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

Upon new annual financial statements and related management’s discussion and analysis of the Company being filed with the applicable securities commissions or similar regulatory authorities in Canada during the period that this Prospectus is effective, the previous annual financial statements and related management’s discussion and analysis and the previous interim financial statements and related management’s discussion and analysis of the Company most recently filed shall be deemed to no longer be incorporated by reference into this Prospectus for purposes of future offers and sales of Securities hereunder. Upon new interim financial statements and related management’s discussion and analysis of the Company being filed with the applicable securities commissions or similar regulatory authorities in Canada during the period that this Prospectus is effective, the previous interim financial statements and related management’s discussion and analysis of the Company most recently filed shall be deemed to no longer be incorporated by reference into this Prospectus for purposes of future offers and sales of Securities hereunder. Upon a new annual information form of the Company being filed with the applicable securities commissions or similar regulatory authorities in Canada during the period that this Prospectus is effective, notwithstanding anything herein to the contrary, the following documents shall be deemed to no longer be incorporated by reference into this Prospectus for purposes of future offers and sales of Securities hereunder: (i) the previous annual information form; (ii) any material change reports filed by the Company prior to the end of the financial year in respect of which the new annual information form is filed; (iii) any business acquisition reports filed by the Company for acquisitions completed prior to the beginning of the financial year in respect of which the new annual information form is filed; and (iv) any information circulars filed by the Company prior to the beginning of the financial year in respect of which the new annual information form is filed. Upon a new management information circular prepared in connection with an annual general meeting of the Company being filed with the applicable securities commissions or similar regulatory authorities in Canada during the period that this Prospectus is effective, the previous management information circular prepared in connection with an annual general meeting of the Company shall be deemed to no longer be incorporated by reference into this Prospectus for purposes of future offers and sales of Securities hereunder.

References to our website in any documents that are incorporated by reference into this Prospectus and any Prospectus Supplement do not incorporate by reference the information on such website into this Prospectus or any Prospectus Supplement, and we disclaim any such incorporation by reference.

A Prospectus Supplement containing the specific terms of an offering of Securities and other information relating to the Securities will be delivered to purchasers of such Securities together with this Prospectus, unless an exemption from the prospectus delivery requirements is available, and will be deemed to be incorporated by reference into this Prospectus as of the date of such Prospectus Supplement, but only for the purpose of the distribution of the Securities to which the Prospectus Supplement pertains.

MARKETING MATERIALS

Certain marketing materials (as that term is defined in applicable Canadian securities legislation) may be used in connection with a distribution of Securities under this Prospectus and the applicable Prospectus Supplement(s). Any “template version” of “marketing materials” (as those terms are defined in applicable Canadian securities legislation) pertaining to a distribution of Securities, and filed by the Company after the date of the Prospectus Supplement for the distribution of such Securities and before the termination of the distribution of such Securities, will be deemed to be incorporated by reference in that Prospectus Supplement for the purposes of the distribution of Securities to which the Prospectus Supplement pertains.

  • 4 -

  • 5 -

THE COMPANY

Our principal business activity is offering an integrated technology-enabled property management service model to meet the needs of developers, property investors, strata councils and condo boards, and residents/owners during three key phases of a multi-family residential community: Build, Manage and Live. Our tech-enabled solutions focus on building inspection and completion of brand-new residential developments, maintenance and management of the building and investment, simplifying governance for multi-family communities, and improving the living experience of residents within each community through access to their digital home. Through our technology platform, we provide on-demand access to important records and documents, simple communication tools, online payment options, bookable amenities, voting tool, a ticketing system for residents to notify their developer or management of issues, warranty concerns and deficiencies, as well as a digital marketplace that leverages group buying power to curate offers that enhance the daily living of residents of Tribe-managed buildings.

We offer a selection of property tools to meet the needs of our customers, including a property management and community engagement platform for property managers, strata councils and condo boards, and residents/owners. We also offer a pre and post inspection deficiency management software for real estate developers.

Build: Real Estate Development

We provide real estate developers with the tools and services to plan future multi-family developments including consultation around sales and future governance needs, including budgeting, building amenity trends, environmental, social and governance strategy and handover of the completed community to owners and property management. Tribe's HomePro software tracks deficiencies, digitizes building data and owners' manuals, supports post occupancy warranty stages. Our software is used by property developers to organize and streamline post-construction workflow from pre-inspection and owner walk-throughs to post-occupancy and beyond. Developers can digitally track and manage home issues, while owners can access digital homeowner manuals and submit warranty issues upon move-in, directly to customer care teams.

Manage: Condo/Strata Rental Property Management

Our condo-living solutions focus on the health of the building and community at large, by providing a full menu of property management services including strata/condo, multi-family residential rental, single unit rental, student housing, not-for-profit management services and capital project management. Our property management platform strengthens communications, simplifies property management operations, streamlines owner requests, and supports building/community governance and decision-making.

Live: Resident Engagement

Tribe's solutions for residents focuses on communication, access and the ability to self-serve on daily tasks related to living in multi-family residential buildings and communities such as condos, apartments and homeowner associations. Examples include secure and easy communications tools with easy-to-find records, shared community documents, amenity bookings, my balance and a help desk ticketing system, with push notifications and status updates, as well as a digital marketplace for residents.

Recent Developments

On June 9, 2025, the Company announced that it had acquired all of the issued and outstanding common shares of Ace Agencies Ltd. ("Ace Agencies"), a residential single-unit rental property management firm based in Abbotsford, British Columbia (the "Ace Agencies Acquisition"). Under the terms of the agreement, the Company agreed to pay to shareholders of Ace Agencies $1,457,692, comprised of 1,923,076 Common Shares at a deemed issue price of $0.55 per Common Share at closing and up to $400,000 upon the date that is one-month after the closing date of June 6, 2025 in Common Shares at an issue price equal to the 20-day weighted average closing price market price prior to issuance, but not less than $0.41, subject to adjustment based on performance of the Ace Agencies Acquisition.


For further information regarding the Company, see the Annual Information Form and other documents incorporated by reference in this Prospectus available under the Company’s SEDAR+ profile at www.sedarplus.ca.

CONSOLIDATED CAPITALIZATION

Other than the Ace Agencies Acquisition, there have been no material changes in the share and loan capital of the Company, on a consolidated basis, since the date of the Interim Financial Statements.

DESCRIPTION OF COMMON SHARES

Common Shares

The Company is authorized to issue an unlimited number of the Common Shares. As of June 23, 2025, there were 37,242,963 Common Shares issued and outstanding. The Company may issue Common Shares on exercise of Special Warrants (as defined below). All of the issued Common Shares rank equally as to voting rights, participation and a distribution of the Company’s assets on liquidation, dissolution or winding-up and the entitlement to dividends. Holders of Common Shares are entitled to receive notice of, attend and vote at all meetings of shareholders of the Company. Each Common Share carries one vote at such meetings. Holders of Common Shares are entitled to dividends if and when declared by the Company’s board of directors and, upon liquidation, to receive such portion of the assets of the Company as may be distributable to such holders. There are currently no other series or class of shares which rank senior, in priority to, or pari passu with the Common Shares. The Common Shares do not carry any preemptive, subscription, redemption or conversion rights, nor do they contain any sinking or purchase fund provisions.

DESCRIPTION OF SUBSCRIPTION RECEIPTS

The following sets forth certain general terms and provisions of the Subscription Receipts. The Company may issue Subscription Receipts, which may be offered separately or together with Common Shares, Warrants or Units, as the case may be, or may be converted into or exchanged for Common Shares, Warrants, Units and/or other securities upon the satisfaction of certain conditions. The particular terms and provisions of the Subscription Receipts offered pursuant to this Prospectus will be set forth in the applicable Prospectus Supplement, and the extent to which the general terms and provisions described below may apply to such Subscription Receipts, will be described in such Prospectus Supplement.

The Subscription Receipts will be issued under one or more subscription receipt agreements, in each case between the Company and a subscription receipt agent determined by the Company. A copy of any such subscription receipt agreement will be available on SEDAR+ at www.sedarplus.ca.

The Prospectus Supplement relating to any Subscription Receipts being offered will include specific terms and provisions of the Subscription Receipts being offered thereby. These terms and provisions will include some or all of the following:

  • the name or designation of the Subscription Receipts;
  • the number of Subscription Receipts being offered;
  • the price at which Subscription Receipts will be offered and whether the price is payable in instalments;
  • the terms, conditions and procedures pursuant to which the holders of Subscription Receipts will become entitled to receive Common Shares, Warrants, Units and/or other securities, as the case may be, and the consequences of such terms and conditions not being satisfied;
  • the number of Common Shares, Warrants, Units and/or other securities that may be issued or delivered upon the conversion or exchange of each Subscription Receipt;
  • the identity of the subscription receipt agent;

  • the manner in which funds will be invested and held, and procedures for the release of funds (including interest or other income earned on funds) pending satisfaction or non-satisfaction of the escrow release or other conditions;
  • any entitlements of the holders of Subscription Receipts to receive distributions declared on Common Shares or distribution-equivalent payments;
  • the designation and terms of any other Securities with which the Subscription Receipts will be offered, if any, and the number of Subscription Receipts that will be offered with each Security;
  • the dates or periods during which the Subscription Receipts may be converted or exchanged into Common Shares, Warrants, Units and/or other securities;
  • whether such Subscription Receipts will be listed on any securities exchange;
  • material Canadian federal income tax consequences of owning, holding or disposing of the Subscription Receipts, if any;
  • if applicable, whether the Subscription Receipts shall be in registered or unregistered form;
  • if applicable, that the Subscription Receipts shall be issuable in whole or in part as one or more global securities and, in such case, the depositary or depositaries for such global securities in whose name the global securities will be registered;
  • any terms, procedures and limitations relating to the transferability, exchange or conversion of the Subscription Receipts;
  • any other rights, privileges, restrictions and conditions attaching to the Subscription Receipts; and
  • any other material terms and conditions of the Subscription Receipts.

Prior to the exchange of their Subscription Receipts, holders of Subscription Receipts will not have any of the rights of holders of the securities to be received on the exchange of the Subscription Receipts.

Subscription Receipts, if issued in registered form, will be exchangeable for other Subscription Receipts of the same tenor, at the office indicated in the Prospectus Supplement. No charge will be made to the holder for any such exchange or transfer except for any tax or government charge incidental thereto.

DESCRIPTION OF WARRANTS

The following sets forth certain general terms and provisions of the Warrants. The Company will deliver an undertaking to the securities regulatory authority in each of the provinces of Canada, other than Québec, pursuant to which the Company will agree not to distribute pursuant to this Prospectus, as it may be supplemented or amended, any Warrants that are "novel" (as such term is defined in NI 44-102), including Warrants that are convertible into or exchangeable or exercisable for securities of an entity other than the Company or its affiliates, unless the applicable Prospectus Supplement(s) pertaining to the distribution of the novel securities is either (a) first approved for filing by the securities commissions or similar regulatory authorities in each of the provinces of Canada, other than Québec, where such novel securities are distributed, or (b) 10 business days have elapsed since the date of delivery to the applicable securities regulatory authority of the draft Prospectus Supplement in substantially final form and the applicable securities regulatory authority has not provided written comments on the draft Prospectus Supplement.

The Company may issue Warrants for the purchase of Common Shares and/or other securities. The particular terms and provisions of the Warrants offered pursuant to this Prospectus will be set forth in the applicable Prospectus Supplement, and the extent to which the general terms and provisions described below may apply to such Warrants, will be described in such Prospectus Supplement.

Warrants may be offered separately or together with Common Shares, Subscription Receipts or other Securities offered by any Prospectus Supplement and may be attached to, or separate from, any such offered Securities. Each series of Warrants will be issued under one or more warrant indentures, in each case between the Company and a warrant agent determined by the Company. Each such warrant indenture, as supplemented or amended from time to

  • 7 -

time, will set out the terms and conditions of the applicable Warrants. The statements in this Prospectus relating to any warrant indenture and the Warrants to be issued under it are summaries of anticipated provisions of an applicable warrant indenture and do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all provisions of such warrant indenture, as applicable. A copy of any such warrant indenture will be available on SEDAR+ at www.sedarplus.ca.

The Prospectus Supplement relating to any Warrants being offered will include specific terms and provisions of the Warrants being offered thereby. These terms and provisions will include some or all of the following:

  • the designation of the Warrants;
  • the aggregate number of Warrants offered and the offering price;
  • the designation, number and terms of the Common Shares and/or other securities purchasable upon exercise of the Warrants, and procedures that will result in the adjustment of those numbers;
  • the exercise price of the Warrants;
  • the dates or periods during which the Warrants are exercisable;
  • the designation and terms of any securities with which the Warrants are issued;
  • if the Warrants are issued as a Unit with another Security, the date on and after which the Warrants and the other Security will be separately transferable;
  • the currency or currency unit in which the exercise price is denominated;
  • whether such Warrants will be subject to redemption or call, and if so, the terms of such redemption or call provisions;
  • any minimum or maximum amount of Warrants that may be exercised at any one time;
  • whether such Warrants will be listed on any securities exchange;
  • whether the Warrants will be issued in fully registered or global form;
  • any terms, procedures and limitations relating to the transferability, exchange or exercise of the Warrants;
  • any other rights, privileges, restrictions and conditions attaching to the Warrants; and
  • any other material terms and conditions of the Warrants.

Prior to the exercise of their Warrants, holders of Warrants will not have any of the rights of holders of the securities issuable on exercise of the Warrants.

Warrants, if issued in registered form, will be exchangeable for other Warrants of the same tenor, at the office indicated in the Prospectus Supplement. No charge will be made to the holder for any such exchange or transfer except for any tax or government charge incidental thereto.

DESCRIPTION OF UNITS

The following sets forth certain general terms and provisions of the Units. The Company may issue Units comprising any combination of the other Securities described in this Prospectus. Each Unit will be issued so that the holder of the Unit is also the holder of each Security included in the Unit. Thus, the holder of a Unit will have the rights and obligations of a holder of each Security comprising the Unit. The agreement, if any, under which a Unit is issued may provide that the Securities comprising the Unit may not be held or transferred separately, at any time or at any time before a specified date.

The Prospectus Supplement relating to any Units being offered will include specific terms and provisions of the Units being offered thereby. These terms and provisions will include some or all of the following:

  • 8 -

  • the designation and terms of the Units and of the Securities comprising the Units, including whether and under what circumstances those Securities may be held or transferred separately;
  • any provisions for the issuance, payment, settlement, transfer or exchange of the Units or of the Securities comprising the Units;
  • how, for income tax purposes, the purchase price paid for the Units is to be allocated among the component Securities;
  • the currency or currency units in which the Units may be purchased, and the underlying Securities denominated;
  • whether such Units will be listed on any securities exchange;
  • whether the Units and the underlying Securities will be issued in fully registered or global form;
  • any other rights, privileges, restrictions and conditions attaching to the Units; and
  • any other materials terms and conditions of the Units and the underlying Securities.

The preceding description and any description of Units in the applicable Prospectus Supplement does not purport to be complete and is subject to and is qualified in its entirety by reference to, if applicable, the unit agreement, collateral arrangements and depositary arrangements relating to such Units.

PLAN OF DISTRIBUTION

The Company and the Selling Securityholders may, during the 25-month period that this Prospectus remains effective, offer for sale and issue, as applicable, the Securities, separately or together: (i) through underwriters, dealers or agents purchasing as principal or acting as agent; (ii) directly to one or more purchasers, including sales upon the exercise of conversion or exchange rights attaching to convertible or exchangeable securities held by the purchaser; or (iii) through a combination of any of these methods of sale. Securities sold to the public pursuant to this Prospectus may be offered and sold exclusively in Canada. The Prospectus Supplement relating to each offering of Securities will indicate the jurisdiction or jurisdictions in which such offering is being made to the public, identify each underwriter, dealer or agent, as the case may be, and will also set forth the terms of that offering, including the purchase price or prices of the Securities (or the manner of determination thereof if offered on a non-fixed price basis), the proceeds to the Company or the Selling Securityholders and any underwriters', dealers' or agents' fees, commissions or other items constituting underwriters' or agents' compensation. Only underwriters, dealers or agents so named in the applicable Prospectus Supplement are deemed to be underwriters, dealers or agents, as the case may be, in connection with the Securities offered thereby.

The Securities may be sold, from time to time in one or more transactions at a fixed price or prices which may be changed or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The prices at which the Securities may be offered may vary between purchasers and during the period of distribution.

If, in connection with the offering of Securities at a fixed price or prices, the underwriters, dealer or agents have made a bona fide effort to sell all of the Securities at the initial offering price fixed in the applicable Prospectus Supplement, the offering price may be decreased and thereafter further changed, from time to time, to an amount not greater than the initial offering price fixed in such Prospectus Supplement, in which case the compensation realized by the underwriters, dealer or agents will be decreased by the amount that the aggregate price paid by purchasers for the Securities is less than the gross proceeds paid by the underwriters, dealer or agents to the Company or the Selling Securityholders.

Any offering of Subscription Receipts, Warrants or Units will be a new issue of Securities with no established trading market. Unless otherwise specified in the applicable Prospectus Supplement, Subscription Receipts, Warrants and Units will not be listed on any securities exchange. There is no market through which the Securities, other than the Common Shares, may be sold and purchasers may not be able to resell such Securities purchased under this Prospectus and any applicable Prospectus Supplement. This may affect the pricing of such Securities in the secondary market,

  • 9 -

the transparency and availability of trading prices, the liquidity of such Securities, and the extent of issuer regulation. See “Risk Factors”.

Underwriters, dealers or agents may make sales of Securities in privately negotiated transactions and/or any other method permitted by law, and subject to limitations imposed by and the terms of any regulatory approvals required and obtained under, applicable Canadian securities laws which includes sales made directly on an existing trading market for the Common Shares, or sales made to or through a market maker other than on a securities exchange. In connection with any offering of Securities, except as otherwise set out in a Prospectus Supplement relating to a particular offering of Securities, the underwriters, dealers or agents may, subject to applicable law, over-allot or effect transactions which are intended to stabilize or maintain the market price of the Securities offered at a level other than that which might otherwise prevail in the open market. Such transactions, if commenced, may be interrupted or discontinued at any time. A purchaser who acquires Securities forming part of the underwriter's, dealer's or agent's over-allocation position acquires those Securities under this Prospectus, as supplemented by any Prospectus Supplement, regardless of whether the over-allocation position is ultimately filled through the exercise of the over-allotment option or secondary market purchases.

If underwriters or dealers purchase Securities as principals, the Securities will be acquired by the underwriters or dealers for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed offering price or at varying prices determined at the time of sale. The obligations of the underwriters or dealers to purchase those Securities will be subject to certain conditions precedent, and the underwriters or dealers will be obligated to purchase all the Securities offered by the Prospectus Supplement if any of such Securities are purchased. If agents are used in an offering, unless otherwise indicated in the Prospectus Supplement, such agents will be acting on a "best efforts" basis for the period of their appointment. Any offering price and any discounts or concessions allowed or re-allowed or paid may be changed from time to time.

Under agreements which may be entered into by the Company or the Selling Securityholders, underwriters, dealers and agents who participate in the distribution of Securities may be entitled to indemnification by the Company or the Selling Securityholders against certain liabilities, including liabilities under securities legislation, or to contribution with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof. Such underwriters, dealers and agents may be customers of, engage in transactions with, or perform services for, the Company or the Selling Securityholders in the ordinary course of business.

USE OF PROCEEDS

Unless otherwise specified in a Prospectus Supplement, we currently expect to use the net proceeds from the sale of Securities for general corporate purposes, including funding ongoing operations and/or working capital requirements, to repay indebtedness outstanding from time to time including, but not limited to the Facility (as defined below), acquisitions and for discretionary capital programs. Specific information about the use of the net proceeds to the Company of any offering of Securities under this Prospectus and the specific business objectives which the Company expects to accomplish with such proceeds will be set forth in the applicable Prospectus Supplement relating to that offering of Securities. The Company had positive operating cash flow from operating activities for the three months ended March 31, 2025, however, the Company had negative operating cash flow from operating activities for the financial year ended December 31, 2024. To the extent that the Company has negative cash flow from operating activities in any future period, certain of the proceeds from an offering may be used to fund such negative cash flow from operating activities.

On October 12, 2023, the Company announced that it had entered into a definitive loan agreement with Technology and Innovation Banking arm of a Canadian Schedule A Bank, that provides a senior term loan facility (the "Facility") for up to $15 million. The Facility consists of a $3 million operating line to support the Company's working capital requirements and an M&A facility of $7 million with an additional accordion feature of $5 million, for a total of up to $15 million of non-dilutive capital. The Company subsequently entered into an amending agreement with respect to the Facility pursuant to which the Facility was amended to consist of a $1 million operating line to support the Company's working capital requirements and an M&A facility of $10 million. The principal purpose for which the M&A facility was used was to finance the acquisition of DMSI Holdings Ltd.

  • 10 -

There may be circumstances where, based on results obtained or for other sound business reasons, a reallocation of funds may be necessary or prudent. Accordingly, management of the Company will have broad discretion in the application of the net proceeds of an offering of Securities. The actual amount that the Company spends in connection with each intended use of proceeds may vary significantly from the amounts specified in the applicable Prospectus Supplement and will depend on a number of factors, including those referred to under “Risk Factors” in this Prospectus and in the documents incorporated by reference herein and any other factors set forth in the applicable Prospectus Supplement. The Company may invest funds which it does not immediately use. Such investments may include short-term marketable investment grade securities denominated in Canadian dollars, United States dollars or other currencies. The Company may, from time to time, issue securities (including debt securities) other than pursuant to this Prospectus.

The Company will not receive any proceeds from any sale of Securities by the Selling Securityholders.

PRIOR SALES

Information in respect of Common Shares that we issued within the previous 12-month period, and in respect of securities that are convertible or exchangeable into Common Shares, will be provided as required in a Prospectus Supplement with respect to the issuance of Securities pursuant to such Prospectus Supplement.

TRADING PRICE AND VOLUME

The issued and outstanding Common Shares are listed and posted for trading in Canada on the TSXV under the symbol “TRBE”. Trading prices and volumes of the Common Shares for the previous 12-month period will be provided, as required, in each Prospectus Supplement.

SELLING SECURITYHOLDERS

The terms under which any Securities will be offered by the Selling Securityholders will be described in the applicable Prospectus Supplement. The Prospectus Supplement for or including any offering of Securities by a Selling Securityholder will include, without limitation, where applicable: (i) the name(s) of the Selling Securityholder(s); (ii) the number of Securities owned, controlled or directed by a Selling Securityholder; (iii) the number of Securities being distributed for the account of a Selling Securityholder; (iv) the number of Securities to be owned, controlled or directed by a Selling Securityholder after the distribution and the percentage that number or amount represents out of the total number of outstanding Securities; (v) whether the Securities are owned by a Selling Securityholder, both of record and beneficially, of record only or beneficially only; (vi) if a Selling Securityholder purchased any of the Securities held by it in the 24 months preceding the date of the Prospectus Supplement, the date or dates on which a Selling Securityholder acquired the Securities; and (vii) if a Selling Securityholder acquired the Securities held by it in the 12 months preceding the date of the Prospectus Supplement, the cost thereof to a Selling Securityholder in the aggregate and on a per security basis; and (viii) all other information that is required to be included in the applicable Prospectus Supplement.

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

Owning any of the Securities may subject holders to tax consequences. The applicable Prospectus Supplement may describe certain material Canadian federal income tax considerations generally applicable to investors described therein of the acquisition, ownership and disposition of any Securities offered thereunder. Investors should read the tax discussion in any Prospectus Supplement with respect to a particular offering and consult their own tax advisers with respect to their own particular circumstances.

RISK FACTORS

Before deciding to invest in the Securities, investors should carefully consider all of the information contained in, and incorporated or deemed to be incorporated by reference in, this Prospectus and any applicable Prospectus Supplement. An investment in the Securities is subject to certain risks, including risks related to the business of the Company and risks related to the Company’s securities described in the documents incorporated or deemed to be incorporated by

  • 11 -

reference in this Prospectus. See the risk factors below and the “Risk Factors” section of any applicable Prospectus Supplement and the documents incorporated or deemed to be incorporated by reference herein and therein. Each of the risks described in these sections and documents could materially and adversely affect our business, financial condition, results of operations and prospects, and could result in a loss of your investment. Additional risks and uncertainties not known to us or that we currently deem immaterial may also impair our business, financial condition, results of operations and prospects.

These risk factors, together with all other information included or incorporated by reference in this Prospectus, including, without limitation, information contained in the section “Forward-Looking Information” as well as the risk factors set out below, should be carefully reviewed and considered by investors.

Some of the factors described herein, in the documents incorporated or deemed incorporated by reference herein are interrelated and, consequently, investors should treat such risk factors as a whole. If any of the adverse effects set out in the risk factors described herein, or in another document incorporated or deemed incorporated by reference herein occur, it could have a material adverse effect on the business, financial condition and results of operations of the Company. Additional risks and uncertainties of which the Company currently is unaware of or that are unknown or that it currently deems to be immaterial could have a material adverse effect on the Company’s business, financial condition and results of operations. The Company cannot provide assurance that it will successfully address any or all of these risks. There is no assurance that any risk management steps taken will avoid future loss due to the occurrence of the adverse effects set out in the risk factors herein, or in the other documents incorporated or deemed incorporated by reference herein or other unforeseen risks.

Going Concern Risks

The Company has financed its operating cash requirements primarily from the proceeds of share issuances and debt. These conditions, along with other factors, indicate material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern. The Company’s ability to realize the carrying value of its assets and continue as a going concern is dependent on its ability to obtain continued financial support from its shareholders or lenders as required to satisfy liabilities as they come due and ultimately the execution of the Company’s strategic plan to improve the scale and profitability of its business to achieve future profitable operations. The Company will require additional financing for the upcoming financial year in order to maintain its operations. Management has applied judgment in the assessment of the Company’s ability to continue as a going concern, considering all available information, and concluded that the going concern assumption is appropriate for a period of at least twelve months following the date of this Prospectus.

Negative operating cash flow

The Company had positive operating cash flow from operating activities for the three months ended March 31, 2025, however, the Company had negative operating cash flow from operating activities for the financial year ended December 31, 2024. The Company cannot guarantee it will have a cash flow positive status in the future due to its desire to increase the number of employees. To the extent that the Company has negative cash flow from operating activities in any future period, certain of the proceeds from an offering may be used to fund such negative cash flow from operating activities.

No Market for Securities

There is currently no trading market for any Subscription Receipts, Warrants or Units that may be offered. No assurance can be given that an active or liquid trading market for these Securities will develop or be sustained. If an active or liquid market for these Securities fails to develop or be sustained, the prices at which these Securities trade may be adversely affected. Whether or not these Securities will trade at lower prices depends on many factors, including liquidity of these Securities, prevailing interest rates and the markets for similar securities, the market price of the Company, general economic conditions and the Company’s financial condition, historic financial performance and future prospects.

  • 12 -

Discretion in the Use of Proceeds

Management will have broad discretion concerning the use of the net proceeds from the offering of any Securities, as well as the timing of their expenditures. Depending on a number of factors, the intended use of proceeds from the offering of any Securities may change. As a result, an investor will be relying on the judgment of management for the application of the net proceeds from the offering of any Securities. Management may use the net proceeds from the offering of any Securities in ways that an investor may not consider desirable if they believe it would be in the best interests of the Company to do so. The results and the effectiveness of the application of proceeds from an offering of any Securities are uncertain. If the proceeds are not applied effectively, the Company's results of operations may suffer.

Dilution from Further Financings

The Company may sell additional equity securities or convertible debt securities in subsequent offerings and may issue additional equity securities or convertible debt securities to finance operations, development, acquisitions and other projects. If the Company raises additional funding by issuing additional equity securities or convertible debt securities, such financings may substantially dilute the interests of shareholders of the Company and reduce the value of their investment.

Additional Financing

The continued development of the Company will require additional financing. There is no guarantee that the Company will be able to achieve its business objectives, including with respect to the expansion of its product offerings, completing future acquisitions, and entering into strategic partnerships. The Company intends to fund its business objectives by way of additional offerings of equity and/or debt financing as well as through anticipated positive cash flow from operations in the future. The failure to raise or procure such additional funds or the failure to achieve positive cash flow could result in the delay or indefinite postponement of current business objectives. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, will be on terms acceptable to the Company. If additional funds are raised by offering equity securities, existing shareholders could suffer significant dilution. The Company will then require additional financing to fund its operations until positive cash flow is achieved.

Market Price Volatility

The market price of the Company's securities may be volatile and subject to wide fluctuations in response to numerous factors, many of which are beyond the Company's control. This volatility may affect the ability of holders of such securities to sell their securities at an advantageous price. Market price fluctuations in the Company's securities may be due to the Company's operating results failing to meet expectations of securities analysts or investors in any period, downward revision in securities analysts' estimates, adverse changes in general market conditions or economic trends, acquisitions, dispositions or other material public announcements by government and regulatory authorities, the Company or its competitors, along with a variety of additional factors. These broad market fluctuations may adversely affect the market price of the securities of the Company.

Financial markets have at times historically experienced significant price and volume fluctuations that have particularly affected the market prices of equity securities of companies and that have often been unrelated to the operating performance, underlying asset values or prospects of such companies. Accordingly, the market price of the Company's securities may decline even if the Company's operating results, underlying asset values or prospects have not changed. Additionally, these factors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. There can be no assurance that continuing fluctuations in price and volume will not occur. If such increased levels of volatility and market turmoil continue, the Company's operations could be adversely impacted and the trading price of the Company's may be materially adversely affected. As at the date of this Prospectus, only the Common Shares are listed on a securities exchange and may be purchased in the secondary market.

  • 13 -

Market Price of Common Shares

Sales of a substantial number of Common Shares or other equity-related securities in the public markets by the Company or its significant shareholders could depress the market price of the Common Shares and impair our ability to raise capital through the sale of additional equity securities. The Company cannot predict the effect that future sales of Common Shares or other equity-related securities would have on the market price of the Common Shares. The price of the Common Shares could be affected by possible sales of the Common Shares by hedging or arbitrage trading activity. If the Company raises additional funding by issuing additional equity securities, such financing may substantially dilute the interests of shareholders of the Company and reduce the value of their investment.

Profitability

There is no assurance that the Company will earn profits in the future, or that profitability will be sustained. The property management technology industry requires significant financial resources, and there is no assurance that future revenues will be sufficient to generate the funds required to continue the Company's business development and marketing activities. If the Company does not have sufficient capital to fund its operations, it may be required to reduce its research and development efforts or in the future reduce its marketing efforts or forego certain business opportunities.

AUDITORS, TRANSFER AGENT AND REGISTRAR

Dale Matheson Carr-Hilton LaBonte LLP ("DMCL") is the auditor of the Company and has advised the Company that it is independent of the Company within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulation.

The transfer agent and registrar for our Common Shares is TSX Trust Company at its principal office at 301-100 Adelaide Street West, Toronto, ON, M5H 4H1.

LEGAL MATTERS

Unless otherwise specified in the Prospectus Supplement relating to a specific offering of Securities, certain legal matters relating to the offering of the Securities will be passed upon on behalf of the Company by Cassels Brock & Blackwell LLP. As at the date of this Prospectus, the partners and associates of Cassels Brock & Blackwell LLP, as a group, beneficially own, directly or indirectly, less than 1% of the outstanding securities of any class or series of the Company.

STATUTORY AND CONTRACTUAL RIGHTS OF WITHDRAWAL AND RESCISSION

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

In an offering of Securities which are convertible, exchangeable or exercisable into other securities of the Company, investors are cautioned that the statutory right of action for damages for a misrepresentation contained in the Prospectus is limited, in certain provincial securities legislation, to the price at which the Securities which are convertible, exchangeable or exercisable into other securities of the Company are offered to the public under the Prospectus offering. This means that, under the securities legislation of certain provinces, if the purchaser pays additional amounts upon the conversion, exchange or exercise of the Security, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces. The purchaser should refer to any

  • 14 -

applicable provisions of the securities legislation of the purchaser's province for the particulars of this right of action for damages or consult with a legal adviser.

Original purchasers of Securities which are convertible, exchangeable or exercisable for other securities of the Company will have a contractual right of rescission against the Company in respect of the conversion, exchange or exercise of such Securities. The contractual right of rescission will be further described in any applicable Prospectus Supplement, but will, in general, entitle such original purchasers to receive, upon surrender of the underlying Securities in addition to the amount paid on initial purchase, the amount paid on conversion in the event that this Prospectus, the relevant Prospectus Supplement or an amendment thereto contains a misrepresentation, provided that: (i) the conversion, exchange or exercise takes place within 180 days of the date of the purchase of such Securities under this Prospectus and the applicable Prospectus Supplement; and (ii) the right of rescission is exercised within 180 days of the date of purchase of such Securities under this Prospectus and the applicable Prospectus Supplement.

In addition, to the extent that we file a Prospectus Supplement to qualify the Common Shares issuable upon conversion of any special warrants that we may in the future issue (“Special Warrants”), we will grant to each holder of a Special Warrant a contractual right of rescission of the prospectus-exempt transaction under which the Special Warrant was initially acquired. The contractual right of rescission will provide that if a holder of a Special Warrant who acquires Common Shares of the Company on exercise of the Special Warrant as provided for in this Prospectus is, or becomes, entitled under the securities legislation of a jurisdiction to the remedy of rescission because of the Prospectus or an amendment to the Prospectus containing a misrepresentation, (a) the holder is entitled to rescission of both the holder’s exercise of its Special Warrant and the private placement transaction under which the Special Warrant was initially acquired, (b) the holder is entitled in connection with the rescission to a full refund of all consideration paid to the agent or Company, as the case may be, on the acquisition of the Special Warrant, and (c) if the holder is a permitted assignee of the interest of the original Special Warrant subscriber, the holder is entitled to exercise the rights of rescission and refund as if the holder was the original subscriber.

  • 15 -

C-1

CERTIFICATE OF THE COMPANY

Dated: June 24, 2025

This short form prospectus, together with the documents incorporated in this prospectus by reference, will, as of the date of the last supplement to this prospectus relating to the securities offered by this prospectus and the supplement(s), constitute full, true and plain disclosure of all material facts relating to the securities offered by this prospectus and the supplement(s) as required by the securities legislation of each of the provinces of Canada, other than Québec.

(Signed) JOSEPH NAKHLA (Signed) ANGELO BARTOLINI
Joseph Nakhla
Chief Executive Officer and Director Angelo Bartolini
President and Chief Financial Officer

ON BEHALF OF THE BOARD OF DIRECTORS

(Signed) MICHAEL WILLIS (Signed) ANDREW KIGUEL
Michael Willis
Director Andrew Kiguel
Director