Whatcom Capital II Corp.

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

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

PRELIMINARY PROSPECTUS

Initial Public Offering April 16, 2021 WHATCOM CAPITAL II CORP. (a Capital Pool Company)

$755,000 7,550,000 Common Shares Price: $0.10 per Common Share

Whatcom Capital II Corp. (the “ Issuer ”) hereby qualifies for distribution, through its agent, Haywood Securities Inc. (the “ Agent ”), 7,550,000 class A common shares in the capital of the Issuer (the " Common Shares ") for total gross proceeds to the Issuer of $755,000 at a price of $0.10 per Common Share (the “ Offering ”).

The purpose of the Offering is to provide the Issuer with a minimum of funds with which to identify and evaluate businesses or assets with a view to completing a Qualifying Transaction (as defined herein). Any proposed Qualifying Transaction must be approved by the TSX Venture Exchange Inc. (the “ Exchange ”) and, in the case of a Non-Arm’s Length Qualifying Transaction (as defined herein), must also receive Majority of the Minority Approval (as defined herein) in accordance with Exchange Policy 2.4 – Capital Pool Companies (the “ CPC Policy ”).

The Issuer is a Capital Pool Company or “CPC”. The Issuer has not commenced commercial operations and has no assets other than a minimum amount of cash. Except as specifically contemplated in the CPC Policy, until the Completion of the Qualifying Transaction (as defined herein), the Issuer will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing a proposed Qualifying Transaction. See "Business of the Issuer" and "Use of Proceeds".

	Common Shares	Price to Public	Agent's Commission(1)	Net Proceeds to the Issuer(2)
Per Common Share	1	$0.10	$0.01	$0.09
Total Offering (3)	7,550,000	$755,000	$75,500	$679,500

Notes:

(1) The Agent will receive a cash commission equal to 10% of the gross proceeds of the Offering, being $75,500, payable at the closing of the Offering (the “ Agent’s Commission ”). The Agent will be paid a corporate finance fee of $10,000 plus applicable taxes upon closing of the Offering (the “ Agent’s Corporate Finance Fee ”) and the Issuer is required to reimburse the Agent for its reasonable legal fees and expenses and applicable taxes and disbursements incurred in connection with the Offering estimated to be approximately $25,000 (the “ Agent’s Expenses ”). As of the date hereof, the Issuer has paid the Agent an advance retainer of $10,000 toward the Agent’s Expenses. In addition, the Agent will be granted the Agent’s Warrants (as defined herein). The Agent’s Warrants are qualified for distribution under this prospectus.

(2) Calculated before deducting the costs of the Offering estimated to be an aggregate of $92,403 (exclusive of the Agent’s Commission) which includes the legal and audit fees of the Issuer estimated to be $30,000, the Agent’s Corporate Finance Fee and Agent’s Expenses, the listing fee of $15,000 (plus applicable taxes) payable to the Exchange and the estimated filing fees, printing fees and other expenses of the Issuer of approximately $12,403. See "Use of Proceeds".

(3) A total of 7,550,000 Common Shares are offered hereunder. In addition, this prospectus qualifies for distribution the grant of the Agent’s Warrants, the 800,000 CPC Stock Options (as defined herein) to be granted to the directors and senior officers of the Issuer and the Common Shares issuable upon exercise of the Agent’s Warrants and CPC Stock Options which are also qualified for distribution under this prospectus. See "Plan of Distribution" and "Options to Purchase Securities".

The Offering is made on a commercially reasonable efforts basis by the Agent in the Provinces of British Columbia, Alberta, Saskatchewan and Ontario as agreed upon by the Agent and the Issuer pursuant to an agency agreement dated ●, 2021 between the Issuer and the Agent (the “ Agency Agreement ”). The offering price of the Common Shares was determined by negotiation between the Issuer and the Agent. All funds received from subscriptions for Common Shares will be held by the Agent pursuant to the terms of the Agency Agreement. If subscriptions for the 7,550,000 Common Shares have not been received within 90 days of the issuance of a receipt for the final prospectus or, if a receipt is issued for an amendment to the final prospectus, within 90 days of the issuance of such receipt, or such other time as may be authorized by the applicable securities commissions (the “ Commissions ”) and, in any event, not later than 180 days after the date of the receipt for the final prospectus, and consented to by the Agent and Persons (as defined herein) who subscribed within that period, all subscription monies will be returned to subscribers without interest or deduction unless the subscribers have otherwise instructed the Agent. See "Plan of Distribution".

Pursuant to the Agency Agreement, the Agent and/or its designated sub-agents, if any, will also be granted non-transferable warrants to purchase up to 10% of the Common Shares sold in connection with the Offering (the “ Agent’s Warrants ”), with each such Agent’s Warrant exercisable for a period of twenty-four (24) months from the closing of the Offering at a price of $0.10 per Common Share. The Agent’s Warrants are qualified for distribution under this prospectus. See "Plan of Distribution".

Market for Securities

The Issuer has applied to list the Common Shares on the Exchange. Listing of the Common Shares is subject to the Issuer fulfilling all of the listing requirements of the Exchange and the approval of the Exchange. The Exchange has not conditionally approved the Issuer’s listing application and there is no assurance that the Exchange will approve the Issuer’s listing application.

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

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

Other than the initial distribution of the Common Shares pursuant to this prospectus, the grant of the Agent’s Warrants and the grant of CPC Stock Options to directors and senior officers of the Issuer, trading in all securities of the Issuer is prohibited during the period between the date a receipt for the preliminary prospectus is issued by the applicable Commissions and the time the Common Shares are listed for trading on the Exchange except, subject to prior acceptance of the Exchange, where appropriate registration and prospectus exemptions are available under securities legislation or where the applicable Commissions grant a discretionary order.

Risk Factors

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

Upon completion of the Offering, purchasers will suffer an immediate dilution of approximately 25% or $0.025 per Common Share based on the gross proceeds of the Offering and on the basis of there being 15,000,000 Common Shares issued and outstanding following completion of the Offering (on an undiluted basis). Dilution has been computed on the basis of total gross proceeds to be raised by this prospectus and from sales of securities prior to filing this prospectus, without deduction of commissions or related expenses incurred by the Issuer. The Issuer was only recently incorporated and does not currently own any assets other than cash. The Issuer has no history of earnings and will not generate earnings or pay any dividends until at least after the Completion of the Qualifying Transaction.

The business objective of the Issuer is to identify and evaluate assets or businesses with a view to completing a Qualifying Transaction approved by the Exchange and, in the case of a Non-Arm’s Length Qualifying Transaction, the receipt of Majority of the Minority Approval in accordance with the CPC Policy. There can be no assurance, however, that the Issuer will successfully complete a Qualifying Transaction. The Issuer has not entered into a Qualifying Transaction Agreement (as defined herein).

Although the Issuer has commenced the process of identifying potential acquisitions, the Issuer has yet to enter into any negotiations with respect to such potential acquisitions and may determine that current markets, terms of acquisition, or pricing conditions make such potential acquisitions uneconomical.

The Issuer may find that even if the terms of a potential acquisition are economical, the Issuer may not be able to finance such acquisition and additional funds may be required to meet such obligations. Since the Issuer has not placed any geographical restrictions on the location of a Qualifying Transaction (other than the requirement under the CPC Policy that the Significant Assets (as defined herein) must be located in Canada or the United States, unless the Resulting Issuer (as defined herein) is an oil and gas issuer or a mining issuer), such Qualifying Transaction may involve the acquisition of a business located outside of Canada and, as such, investors should be aware that it may be difficult or may not be possible to effect service or notice to commence legal proceedings upon any directors, officers and experts outside of Canada and that it may not be possible to enforce, against such persons or the Issuer, judgments obtained in Canadian courts predicated upon the civil liability provisions of applicable securities laws of Canada. Where the investment or acquisition is financed by the issuance of shares from the Issuer's treasury, control of the Issuer may change and shareholders may suffer further dilution of their investment. The Issuer will be in competition with other corporations with significantly greater resources.

The Issuer has neither a history of earnings nor has it paid any dividends and it is unlikely to generate earnings or pay dividends in the immediate or foreseeable future.

The Issuer’s promoters, directors, officers and control persons, and their Associates and Affiliates, as a group, beneficially own or control, directly or indirectly, 4,000,000 Common Shares, which represents approximately 53.69% of the issued and outstanding Common Shares before giving effect to the Offering and will own, directly or indirectly, approximately 26.67% of the issued and outstanding Common Shares upon completion of the Offering assuming that no Common Shares are bought by these persons under the Offering and assuming there has been no exercise of the Agent’s Warrants.

The directors and officers of the Issuer will only devote part of their time to the affairs of the Issuer and there are potential conflicts of interest to which some of the directors and officers of the Issuer will be subject in connection with the operations of the Issuer. See "Dilution", "Business of the Issuer", "Directors, Officers and Promoters", "Use of Proceeds" and "Risk Factors".

Maximum Investment

Pursuant to the CPC Policy, 75%, or 5,662,500, of the total number of Common Shares offered under this prospectus are subject to the following limits: (a) the maximum number of Common Shares that may be directly or indirectly purchased by any one purchaser pursuant to the Offering is 2%, or 151,000, of the total number of Common Shares offered under this prospectus; and (b) the maximum number of Common Shares that may be directly or indirectly purchased by any one purchaser, together with that purchaser’s Associates and Affiliates, is 4%, or 302,000, of the total number of Common Shares offered under this prospectus.

Receipt of Subscriptions

The Agent conditionally offers the Common Shares, on a commercially reasonable efforts basis, if, as and when subscriptions are accepted by the Issuer, subject to prior sale, in accordance with the terms and conditions of the Agency Agreement and subject to the approval of certain legal matters by AFG Law LLP, on behalf of the Issuer, and Miller Thomson LLP, on behalf of the Agent.

Subscriptions will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. The Common Shares will be issued and deposited in electronic form with CDS Clearing and Depository Services Inc. (“ CDS ”) or its nominee. Purchasers of Common Shares will receive only a customer confirmation from the registered dealer that is a CDS participant and from or through which the Common Shares were purchased.

GLOSSARY ............................................................................................................................................................ 1 PROSPECTUS SUMMARY .................................................................................................................................... 6 THE ISSUER .......................................................................................................................................................... 8 BUSINESS OF THE ISSUER ................................................................................................................................. 8 Preliminary Expenses ................................................................................................................................ 8 Proposed Operations until Completion of the Qualifying Transaction ........................................................ 8 Method of Financing .................................................................................................................................. 8 Filings and Shareholder Approval of a Qualifying Transaction .................................................................. 9 Potential Qualifying Transactions............................................................................................................... 9 Initial Listing Requirements ........................................................................................................................ 9 Trading Halts, Suspension and Delisting ................................................................................................. 10 Refusal of Qualifying Transaction ............................................................................................................ 10 USE OF PROCEEDS ........................................................................................................................................... 10 Proceeds and Principal Purposes: ........................................................................................................... 10 Permitted Use of Funds ........................................................................................................................... 11 Prohibited Payments to Non-Arm’s Length Parties .................................................................................. 12 Private Placements for Cash ................................................................................................................... 13 Finder’s Fees ........................................................................................................................................... 13 PLAN OF DISTRIBUTION .................................................................................................................................... 13 Agency Agreement and Agent’s Compensation ...................................................................................... 13 Best Efforts Offering and Minimum Distribution ....................................................................................... 14 Other Securities To Be Distributed........................................................................................................... 14 Determination of Price ............................................................................................................................. 14 Listing Application .................................................................................................................................... 14 Venture Issuer.......................................................................................................................................... 15 Restrictions on Trading ............................................................................................................................ 15 DESCRIPTION OF THE SECURITIES DISTRIBUTED ........................................................................................ 15 Common Shares ...................................................................................................................................... 15 Preferred Shares...................................................................................................................................... 15 CAPITALIZATION ................................................................................................................................................. 16 OPTIONS TO PURCHASE SECURITIES ............................................................................................................ 16 Stock Option Terms ................................................................................................................................. 16 CPC Stock Options .................................................................................................................................. 17 PRIOR SALES ...................................................................................................................................................... 17 ESCROWED SECURITIES .................................................................................................................................. 17 Escrowed Securities Prior to the Completion of the Qualifying Transaction ............................................ 17 Escrowed Securities on Qualifying Transaction ....................................................................................... 19 PRINCIPAL SHAREHOLDERS ............................................................................................................................ 20 DIRECTORS, OFFICERS AND PROMOTERS .................................................................................................... 20 Name, Address, Occupation, Security Holdings and Involvement with Other Reporting Issuers ............. 20 Exchange Requirements .......................................................................................................................... 22

Aggregate Ownership of Securities.......................................................................................................... 22 Other Reporting Issuer Experience .......................................................................................................... 23 Cease Trade Orders ................................................................................................................................ 23 Penalties or Sanctions ............................................................................................................................. 23 Bankruptcies ............................................................................................................................................ 24 Conflicts of Interest .................................................................................................................................. 24 AUDIT COMMITTEE ............................................................................................................................................ 24 Audit Committee ...................................................................................................................................... 24 Composition of Audit Committee.............................................................................................................. 24 Relevant Education and Experience ........................................................................................................ 24 Audit Committee Oversight ...................................................................................................................... 25 Reliance on Certain Exemptions .............................................................................................................. 25 Pre-Approval Policies and Procedures .................................................................................................... 25 External Auditor Service Fees.................................................................................................................. 25 EXECUTIVE COMPENSATION ........................................................................................................................... 26 DILUTION ............................................................................................................................................................. 26 RISK FACTORS ................................................................................................................................................... 26 LEGAL PROCEEDINGS AND REGULATORY ACTIONS .................................................................................... 28 RELATIONSHIP BETWEEN THE ISSUER AND THE AGENT ............................................................................ 28 RELATIONSHIP BETWEEN THE ISSUER AND PROFESSIONAL PERSONS ................................................... 28 REGISTRAR AND TRANSFER AGENT ............................................................................................................... 28 INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ............................................ 28 MATERIAL CONTRACTS..................................................................................................................................... 28 OTHER MATERIAL FACTS.................................................................................................................................. 29 ELIGIBILITY FOR INVESTMENT ......................................................................................................................... 29 PURCHASERS' STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION ................................................ 29

FINANCIAL STATEMENTS .................................................................................................................... A-1 CERTIFICATE OF THE ISSUER ………................................................................................................. B-1 CERTIFICATE OF THE AGENT ............................................................................................................ B-2 ACKNOWLEDGMENT – PERSONAL INFORMATION ........................................................................... C-1

GLOSSARY

"Affiliate" means a Company that is affiliated with another Company as described below.

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

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

A Company is "controlled" by a Person if:

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

A Person beneficially owns securities that are beneficially owned by:

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

"Agency Agreement" has the meaning given thereto on the second page of the cover sheet to this prospectus.

"Agent" means Haywood Securities Inc.

"Agent’s Corporate Finance Fee" has the meaning given thereto on the first page of the cover sheet to this prospectus.

"Agent’s Commission" has the meaning given thereto on the first page of the cover sheet to this prospectus.

"Agent’s Expenses" has the meaning given thereto on the first page of the cover sheet to this prospectus. "Agent’s Warrants" has the meaning given thereto on the second page of the cover sheet to this prospectus.

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

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

(a) an issuer of which the Person beneficially owns or controls, directly or indirectly, voting securities entitling the Person to more than 10% of the voting rights attached to all outstanding securities of the such issuer;
(b) any partner of the Person;
(c) any trust or estate in which the Person has a substantial beneficial interest or in respect of which a Person serves as trustee or in a similar capacity,
(d) in the case of a Person who is an individual, a relative of such Person, including:
(i) that Person's spouse or child, or
(ii) any relative of the Person or of his or her spouse who has the same residence as that Person; but
(e) where the Exchange determines that two Persons shall, or shall not, be deemed to be Associates with respect to a Member firm, Member corporation or holding company of a Member corporation, then such determination shall be determinative of their relationships in the application of Rule D1.00 of the TSX Venture Exchange Rule Book and Policies with respect to that Member firm, Member corporation or holding company.

"Board of Directors" means the board of directors of the Issuer.

"CEO" means Chief Executive Officer.

"CFO" means Chief Financial Officer.

"Commissions" has the meaning given thereto on the second page of the cover sheet to this prospectus.

"Common Shares" means the class A common shares in the share capital of the Issuer.

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

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

"Concurrent Financing" has the meaning ascribed to that phrase in section 9.5 of the CPC Policy.

"Conditional Acceptance Document" has the meaning ascribed to that phrase in section 11.5 of the CPC Policy.

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

"CPC" or "Capital Pool Company" means a corporation:

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

"CPC Information Circular" means an information circular prepared in accordance with applicable securities laws and Form 3B1 – Information Required in an Information Circular for a Qualifying Transaction, which provides full, true and plain disclosure of all material facts relating to the Company and the Significant Assets.

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

"CPC Policy" means Exchange Policy 2.4- Capital Pool Companies of the Exchange.

"CPC Stock Option Plan" has the meaning given thereto under the heading “ Options to Purchase Securities ”.

"CPC Stock Options" means the options to purchase an aggregate of 800,000 Common Shares at a price of $0.10 per Common Share for a period of five (5) years from the Listing Date, to be granted to the directors and senior officers of the Issuer upon the closing of the Offering in accordance with the CPC Policy and the CPC Stock Option Plan.

"CPC Escrow Agreement" means the escrow agreement in Form 2F of the Exchange dated March 22, 2021 among Endeavor, as escrow agent, the Issuer and each of the securityholders of the Issuer party to the escrow agreement.

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

"Endeavor" means Endeavor Trust Corporation.

"Exchange" means the TSX Venture Exchange Inc.

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

"Holding Company" has the meaning given to it under the heading of “Escrowed Securities”.

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

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

"IPO" means a transaction that involves an issuer issuing securities from its treasury pursuant to its first prospectus.

"Issuer" means Whatcom Capital II Corp., a CPC incorporated under the laws of the Province of British Columbia.

"Investor Relations Activities" has the meaning ascribed to it in Exchange Policy 1.1 - Interpretation.

"Listing Date" means the date on which the Common Shares are listed on the Exchange.

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

(a) Non-Arm's Length Parties to the CPC;
(b) Non-Arm's Length Parties to the Qualifying Transaction; and
(c) in the case of a Related Party Transaction:
(i) if the CPC holds its own shares, the CPC, and
(ii) a Person acting jointly or in concert with a Person referred to in paragraph (a) or (b) in respect of the transaction.

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

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

"Non-Arm's Length Party" means:

(a) in relation to a Company:
(i) a Promoter, officer, director, other Insider or Control Person of that Company and any Associates or Affiliates of any of such Persons; or
(ii) another entity, or an Affiliate of that entity, if that entity or its Affiliate have the same Promoter, officer, director, Insider or Control Person as the Company; and
(b) in relation to an individual, any Associate of the individual or any Company of which the individual is a Promoter, officer, director, Insider or Control Person.

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

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

"Offering" has the meaning given thereto on the first page of the cover sheet to this prospectus.

"Person" means a Company or individual.

"Preferred Shares" means the class B preferred shares in the share capital of the Issuer.

"Principal" means:

(a) a Person who acted as a Promoter of the Issuer within two years before the IPO prospectus or the date of the bulletin issued by the Exchange that evidences the final Exchange acceptance of a transaction (the “Final Exchange Bulletin”);
(b) a director or senior officer of the Issuer or any of its material operating subsidiaries at the time of the IPO prospectus or Final Exchange Bulletin;
(c) a 20% holder – a Person that holds securities carrying more than 20% of the voting rights attached to the Issuer’s outstanding securities immediately before and immediately after the Issuer’s IPO or immediately after the Final Exchange Bulletin for non IPO transactions; and
(d) a 10% holder – a Person that:
(i) holds securities carrying more than 10% of the voting rights attached to the Issuer’s outstanding securities immediately before and immediately after the Issuer’s IPO or immediately after the Final Exchange Bulletin for non IPO transactions; and
(ii) has elected or appointed, or has the right to elect or appoint, one or more directors or senior officers of the Issuer or any of its material operating subsidiaries.

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

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

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

"Pro Group" means:

(a) subject to subparagraphs (b), (c), and (d) "Pro Group" shall include, either individually or as a group: (i) the Member;
(ii) employees of the Member;
(iii) partners, officers and directors of the Member;
(iv) Affiliates of the Member; and
(v) Associates of any parties referred to in subparagraphs (i) through (iv).
(b) The Exchange may, in its discretion, include a Person or party in the Pro Group for the purposes of a particular calculation where the Exchange determines that the Person is not acting at arm's length to the Member;
(c) The Exchange may, in its discretion, exclude a Person from the Pro Group for the purposes of a particular calculation where the Exchange determines that the Person is acting at arm's length of the Member;
(d) The Exchange may deem a Person who would otherwise be included in the Pro Group pursuant to subparagraph (a) to be excluded from the Pro Group where the Exchange determines that:
(i) the Person is an Affiliate or Associate of the Member acting at arm's length of the Member; (ii) the Associate or Affiliate has a separate corporate and reporting structure; (iii) there are sufficient controls on information flowing between the Member and the Associate or Affiliate; and
(iv) the Member maintains a list of such excluded Persons.

"Promoter" or "promoter" has the definition prescribed by applicable securities laws.

"Qualifying Transaction" means a transaction where a CPC acquires Significant Assets, other than cash,

by way of purchase, amalgamation, merger or arrangement with another Company or by other means.

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

(a) the Significant Assets and/or Target Company;
(b) the parties to the Qualifying Transaction;
(c) the value of the Significant Assets and/or Target Company and the consideration to be paid or otherwise identifies the means by which the consideration will be determined; and
(d) the conditions to any further formal agreements or completion of the Qualifying Transaction.

"Registered Plans" means registered retirement savings plans, registered retirement income funds, taxfree savings accounts, registered education savings plans, deferred profit-sharing plans and registered disability savings plans, in each case as defined under the Tax Act.

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

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

"SEDAR" means the "System for Electronic Document Analysis and Retrieval" as prescribed by applicable Canadian securities legislation.

"Seed Offering" means the gross proceeds of $372,500 received by the Issuer from the sale of 7,450,000 Common Shares at a price of $0.05 per Common Share prior to the date of this prospectus.

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

"Sponsor" has the meaning ascribed to it in Exchange Policy 2.2 – Sponsorship and Sponsorship Requirements .

"Sponsorship Acknowledgment Form" has the meaning ascribed to it in Exchange Policy 2.2 - Sponsorship and Sponsorship Requirements.

"Sponsor Report" has the meaning ascribed to it in Exchange Policy 2.2 - Sponsorship and Sponsorship Requirements.

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

"Tax Act" means the Income Tax Act (Canada) and the regulations promulgated thereunder, as amended.

"Tier Maintenance Requirements" means the minimum standards that must be maintained by an Issuer for continued listing on Tier 1 or Tier 2. See Exchange Policy 2.5 – Continued Listing Requirements and Inter-Tier Movement .

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

"Voting Shares" means a security of an issuer that: is not a debt security, and carries a voting right either under all circumstances or under some circumstances that have occurred and are continuing.

PROSPECTUS SUMMARY

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

The Issuer:	Whatcom Capital II Corp.
Business of the Issuer:	The principal business of the Issuer will be the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction. The Issuer has not commenced commercial operations and has no assets other than a minimum amount of cash. See "Business of the Issuer".
Offering:	The Issuer is offering under this prospectus to the public, through the Agent, 7,550,000 Common Shares at a price of $0.10 per Common Share for gross proceeds of $755,000. In addition, the Issuer will grant the Agent’s Warrants to the Agent to purchase that number of Common Shares as is equal to 10% of the total number of Common Shares sold in connection with the Offering, being 755,000 Common Shares with each Agent’s Warrant being exercisable for a period of twenty-four (24) months from the closing of the Offering at a price of $0.10 per Common Share. The grant of the Agent’s Warrants is qualified under this prospectus. Moreover, this prospectus qualifies the distribution of CPC Stock Options to purchase 800,000 Common Shares to be granted to the directors and senior officers of the Issuer upon closing of the Offering. See "Plan of Distribution" and "Options to Purchase Securities".
Use of Proceeds:	The Issuer estimates that the net proceeds available to the Issuer upon completion of the Offering will be $958,097 (inclusive of the gross cash proceeds raised prior to the Offering, the gross proceeds raised pursuant to the Offering, and after deducting the Agent’s Commission and the estimated costs and expenses to the Issuer relating to incorporation, organizational matters and the Seed Offering and those relating to the Offering). The net proceeds of this Offering will be used to provide the Issuer with a minimum of funds with which to identify and evaluate assets or businesses, for acquisition with a view to completing a Qualifying Transaction. The Issuer may not have sufficient funds to secure such businesses or assets once identified and evaluated and additional funds may be required. See "Use of Proceeds" for details of the restrictions and prohibitions on the Issuer’s use of funds. See "Business of the Issuer - Method of Financing" and "Risk Factors".
Agent	Haywood Securities Inc.
Directors and Management:	Darren Tindale – Director, CEO, CFO and Corporate Secretary Jeff Tindale – Director Greg Clough – Director Ashvani Guglani – Director Joerg Schweizer – Director See "Directors, Officers and Promoters".
Escrowed Shares:	All of the currently issued and outstanding Common Shares, being 7,450,000 Common Shares, have been deposited in escrow pursuant to the CPC Escrow Agreement and all of the CPC Stock Options will be deposited in escrow pursuant to the CPC Escrow Agreement. Such Common Shares will only be released from escrow in accordance with the terms of such agreement over a period of 18 months from the date of the Final QT Exchange Bulletin. See "Escrowed Securities".

Risk Factors:

Investment in the Common Shares must be regarded as highly speculative due
to the proposed nature of the Issuer's business and its present stage of
development.
The Issuer was only recently incorporated and has no active business or assets
other than cash. It does not have a history of earnings, nor has it paid any
dividends and will not generate earnings or pay dividends until at least after the
Completion of the Qualifying Transaction.
The Offering is only suitable to investors who are prepared to rely entirely on the
directors and management of the Issuer and can afford to risk the loss of their
entire investment.
The directors and officers of the Issuer will only devote part of their time and
attention to the affairs of the Issuer and there may be potential conflicts of
interest to which some of the directors and officers of the Issuer will be subject in
connection with the operations of the Issuer.
Assuming completion of the Offering, an investor will suffer an immediate
dilution on investment of 25% or $0.025 per Common Share.
There can be no assurance that an active and liquid market for the Issuer's
Common Shares will develop and an investor may find it difficult to resell the
Common Shares.
Until Completion of the Qualifying Transaction, the Issuer will not carry on any
business other than the identification and evaluation of assets or businesses with
a view to completing a Qualifying Transaction.
The Issuer has only limited funds with which to identify and evaluate possible
Qualifying Transactions and there can be no assurance that the Issuer will be
able to identify or complete a suitable Qualifying Transaction.
The Qualifying Transaction may involve the acquisition of a business or assets
located outside of Canada. It may therefore be difficult or impossible to effect
service or notice to commence legal proceedings upon any directors, officers
and experts outside of Canada and it may not be possible to enforce, against
such persons or companies, judgments obtained in Canadian courts predicated
upon the civil liability provisions applicable to securities laws in Canada. See
"Business of the Issuer" and "Risk Factors".

THE ISSUER

The Issuer was incorporated on January 14, 2021 pursuant to the provisions of the Business Corporations Act (British Columbia) under the name “Whatcom Capital II Corp.”

The head and registered office of the Issuer is located at 750 – 1095 West Pender Street, Vancouver, B.C., V6E 2M6. The Issuer does not have any subsidiaries.

BUSINESS OF THE ISSUER

Preliminary Expenses

Since its incorporation and up to February 28, 2021, being the date of the most recent statement of financial position included in this prospectus, expenses in the amount of $6,485 have been incurred by the Issuer for legal costs, regulatory fees, auditing fees and other expenses. Since February 28, 2021, the Issuer has incurred expenses in the aggregate amount of $10,000 related to the Offering, consisting of an advance retainer of $10,000 toward the Agent’s Expenses.

Part of the gross proceeds of the Offering may be utilized to satisfy the obligations of the Issuer related to this Offering, including payment of the Agent’s Commission, the Agent’s Corporate Finance Fee, the Agent’s Expenses and the expenses of its auditors and legal counsel. See "Use of Proceeds".

Proposed Operations until Completion of the Qualifying Transaction

The Issuer proposes to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction. Any proposed Qualifying Transaction must be accepted by the Exchange and in the case of a Non-Arm's Length Qualifying Transaction is also subject to Majority of the Minority Approval in accordance with CPC Policy. The Issuer has not conducted commercial operations of any kind.

The Issuer is not specifically considering pursuing a Company, asset or business in any particular business or industry sector or in any particular geographical area and the Issuer anticipates reviewing companies, assets and businesses in a broad range of industry sectors and geographical areas.

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

Method of Financing

The Issuer may use cash, bank financing, issuance of treasury shares, public financing or debt or equity or some combination of the foregoing, as required, to finance its proposed Qualifying Transaction. A Qualifying Transaction financed by the issue of treasury shares could result in a change of control of the Issuer and may cause the Shareholders' interest in the Issuer to be further diluted.

Criteria for a Qualifying Transaction

The Issuer will consider acquisitions of assets or businesses operated or located both inside and outside of Canada as permitted by CPC Policy. All potential acquisitions will be screened initially by management of the Issuer to determine their economic viability. Approval of acquisitions will be made by the Board of Directors. The Board of Directors will examine proposed acquisitions having regard to sound business fundamentals, utilizing the expertise and experience of the Board of Directors.

The Board of Directors must approve any proposed Qualifying Transaction. In exercising their powers and discharging their duties in relation to a proposed Qualifying Transaction, the Board of Directors will act honestly and in good faith with a view to the best interests of the Issuer and will exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

Filings and Shareholder Approval of a Qualifying Transaction

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

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

(a) where Shareholder approval of the Qualifying Transaction is not required, the Issuer must file the final CPC Filing Statement or prospectus on SEDAR at least seven business days prior to:
(i) the resumption of trading in the securities of the Resulting Issuer following the Completion of the Qualifying Transaction, if the securities of the Issuer are halted from trading; or
(ii) the Completion of the Qualifying Transaction, if the securities of the Issuer are not halted from trading;
(b) where Shareholder approval is required and is to be obtained at a meeting of Shareholders, the Issuer will file on SEDAR and mail to its Shareholders the notice of meeting, CPC Information Circular and form of proxy, together with any other required documents; and
(c) where Shareholder approval is required and is to be obtained by written consent, the Issuer will file on SEDAR the final Disclosure Document.

If required by the Exchange, the Issuer will retain a Sponsor, who must be a Member of the Exchange or a Participating Organization of the Toronto Stock Exchange, and who will be required to submit to the Exchange a Sponsor Report prepared in accordance with the Policies of the Exchange. The Issuer will no longer be considered to be a CPC upon the Exchange having issued the Final QT Exchange Bulletin. The Exchange will generally not issue the Final QT Exchange Bulletin until the Exchange has received:

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

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

Potential Qualifying Transactions

There are no Qualifying Transactions currently being reviewed by the Issuer.

Initial Listing Requirements

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

Trading Halts, Suspension and Delisting

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

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

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

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

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

Refusal of Qualifying Transaction

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

(a) the Resulting Issuer fails to satisfy the applicable initial listing requirements of the Exchange;
(b) the Resulting Issuer will be a mutual fund, as defined in the securities legislation; or (c) notwithstanding the definition of a Qualifying Transaction, there is any other reason for denying acceptance of the Qualifying Transaction.

USE OF PROCEEDS

Proceeds and Principal Purposes:

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

Item (a) Gross cash proceeds received by the Issuer from the sale of Common Shares prior to this Offering(1) (b) Less: Expenses and costs relating to incorporation, organization matters and raising the cash proceeds referred to in (a) above (c) Plus: Gross cash proceeds to be raised by the Issuer from the sale of the Common Shares distributed pursuant to this Offering(2)	Offering $372,500 ($1,500) $755,000

(d) Less: Expenses and costs relating to the Offering (including listing fees, Agent’s ($167,903) Commission, Agent’s Corporate Finance Fee, Agent’s Expenses, legal fees, audit fees and expenses) referred to in (c) above, incurred to date and expected to be incurred

(e) Estimated funds to be available to the Issuer (on completion of the Offering)[(3)] $958,097

$52,000

Estimated general and administrative expenses until Completion of the Qualifying Transaction

Funds available for identifying and evaluating assets or business prospects[(4)]

$906,097

Estimated total net proceeds (on completion of the Offering)[(3)]

$958,097

Notes:

(1) See "Prior Sales".
(2) In the event the Agent exercises the Agent’s Warrants in full and the directors and senior officers exercise their CPC Stock Options, then there will be available to the Issuer an additional $155,500 which will be added to the working capital of the Issuer. There is no assurance that any of the Agent’s Warrants or CPC Stock Options will be exercised. See "Options to Purchase Securities".
(3) After adding the gross cash proceeds raised prior to the Offering and gross proceeds raised pursuant to the Offering and deducting the expenses and costs relating to incorporation and organizational matters of $1,500 and further deducting the Agent’s Commission ($75,500) and the estimated costs and expenses to the Issuer of the Offering of approximately $92,403, which includes the legal and audit fees of the Issuer estimated to be $30,000, the Agent’s Corporate Finance Fee and Agent’s Expenses, the listing fee of $15,000 (plus applicable taxes) payable to the Exchange and the estimated filing fees, printing fees and other expenses of the Issuer of approximately $12,403.
(4) In the event that the Issuer enters into a Qualifying Transaction Agreement prior to spending the entirety of this amount ($906,097) on identifying and evaluating assets or businesses, the remaining funds may be used to finance or partially finance the acquisition of, or participation in, the Significant Assets or for working capital after Completion of the Qualifying Transaction.

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

The proceeds from the Offering and any prior sale of Common Shares, after deducting the expenses associated with the Offering, will only be sufficient to identify and evaluate a finite number of assets and businesses, and additional funds may be required to finance any acquisition to which the Issuer may commit.

Permitted Use of Funds

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

(a) reasonable expenses relating to the Issuer’s IPO, including:
(i) fees for legal services and audit services relating to the preparation and filing of this prospectus;
(ii) Agent’s fees, costs and commissions; and
(iii) printing costs, including printing of this prospectus and share certificates;
(b) reasonable general and administrative expenses of the Issuer (not exceeding in aggregate $3,000 per month), including:
(i) office supplies, office rent and related utilities;
(ii) equipment leases;
(iii) fees for legal services; and
(iv) fees for accounting and advisory services;

(c) reasonable expenses relating to a proposed Qualifying Transaction, including:
(i) valuations or appraisals;
(ii) business plans;
(iii) feasibility studies and technical assessments;
(iv) sponsorship reports;
(v) Geological Reports;
(vi) financial statements;
(vii) fees for legal services; and
(viii) fees for accounting, assurance and audit services;
(d) agents’ and finders’ fees, costs and commissions;
(e) assurance and audit fees of the Issuer;
(f) escrow agent and transfer agent fees of the Issuer; and
(g) regulatory filing fees of the Issuer.

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

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

Prohibited Payments to Non-Arm’s Length Parties

Except as described under "Options to Purchase Securities" and "Permitted Use of Funds”, the Issuer has not made, and until the Completion of the Qualifying Transaction will not make, any payment of any kind, directly or indirectly, to a Non-Arm's Length Party to the Issuer or to a Non-Arm's Length Party to the Qualifying Transaction, or to a person engaged in Investor Relations Activities, promotional or marketmaking services in respect of the Issuer or the securities of the Issuer or any Resulting Issuer, by any means, including:

(a) remuneration, which includes but is not limited to salaries, consulting fees, management contract fees or directors' fees, finders' fees (except as permitted under the CPC Policy), loans, advances and bonuses, and
(b) deposits and similar payments.

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

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

The foregoing restrictions on the use of proceeds and prohibitions on payments to Non-Arm's Length Parties and persons engaged in Investor Relations Activities continue to apply until the Completion of the Qualifying Transaction.

Private Placements for Cash

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

Finder’s Fees

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

(a) to a Person that is not a Non-Arm’s Length Party to the Issuer; and
(b) to a Non-Arm’s Length Party to the Issuer, provided that:
(i) the Qualifying Transaction is not a Non-Arm’s Length Qualifying Transaction;
(ii) the Qualifying Transaction is not a transaction between the Issuer and an existing public company;
(iii) the finder’s fee is payable in the form of cash, Listed Shares and/or Warrants only;
(iv) the amount of any Concurrent Financing is not included in the value of the measurable benefit used to calculate the finder’s fee; and
(v) approval of the finder’s fee is obtained by ordinary resolution at a meeting of Shareholders of the Issuer or by the written consent of Shareholders of the Issuer holding more than 50% of the issued Listed Shares of the Issuer, provided that the votes attached to the Listed Shares of the Issuer held by the recipient of the finder’s fee and its Associates and Affiliates are excluded from the calculation of any such approval or written consent.

PLAN OF DISTRIBUTION

Agency Agreement and Agent’s Compensation

Pursuant to the Agency Agreement, the Issuer has appointed the Agent as its agent to offer for sale on a commercially reasonable efforts basis to the public 7,550,000 Common Shares as provided in this

prospectus, at a price of $0.10 per Common Share, for gross proceeds of $755,000, subject to the terms and conditions in the Agency Agreement.

The Agent will receive a cash commission equal to 10% of the gross proceeds of the Offering, payable at the closing of the Offering, representing $75,500 of the Offering. The Agent will also be paid a corporate finance fee of $10,000 (plus applicable taxes) and the Issuer is required to reimburse the Agent for its reasonable legal fees and expenses and applicable taxes and disbursements incurred in connection with the Offering estimated to be approximately $25,000. As of the date hereof, the Issuer has paid the Agent an advance retainer of $10,000 toward the Agent’s Expenses.

Pursuant to the Agency Agreement, the Agent and/or its designated sub-agents, if any, will also be granted non-transferable warrants to purchase that number of Common Shares equal to 10% of the Common Shares sold in connection with the Offering, being 755,000 Common Shares, with each such Agent’s Warrant exercisable for a period of twenty-four (24) months from the Listing Date at a price of $0.10 per Common Share. The Agent’s Warrants and the issuance of the Common Shares issuable upon their exercise are qualified for distribution under this prospectus.

Not more than 50% of the Common Shares received on the exercise of the Agent’s Warrants may be sold by the holder(s) of the Agent’s Warrants prior to the Completion of the Qualifying Transaction. The remaining 50% may be sold after the Completion of the Qualifying Transaction.

The Agent has agreed to use its commercially reasonable efforts to secure subscriptions for the Common Shares offered hereunder on behalf of the Issuer and may make co-brokerage arrangements with other investment dealers at no additional cost to the Issuer. The obligations of the Agent under the Agency Agreement may be terminated at its discretion on the basis of its assessment of the state of financial markets and may also be terminated on the occurrence of certain events as stated in the Agency Agreement.

Best Efforts Offering and Minimum Distribution

The total Offering is of 7,550,000 Common Shares for total gross proceeds of $755,000. Pursuant to the CPC Policy, 75%, or 5,662,500, of the total number of Common Shares offered under this prospectus are subject to the following limits: (a) the maximum number of Common Shares that may be directly or indirectly purchased by any one purchaser pursuant to the Offering is 2%, or 151,000, of the total number of Common Shares offered under this prospectus; and (b) the maximum number of Common Shares that may be directly or indirectly purchased by any one purchaser, together with that purchaser’s Associates and Affiliates, is 4%, or 302,000, of the total number of Common Shares offered under this prospectus. The funds received from this Offering will be deposited with the Agent, and will not be released until a total of $755,000 has been deposited. The total subscription must be raised within 90 days of the date a receipt for the prospectus is issued or, if a receipt is issued for an amendment to the final prospectus, within 90 days of the issuance of such receipt, or such other time as may be consented to by Persons who subscribed within that period, and, in any event, not later than 180 days after the date of the receipt for the final prospectus, failing which the Agent will remit the funds collected to the original subscribers without interest or deduction, unless subscribers have otherwise instructed the Agent.

Other Securities To Be Distributed

The Issuer also proposes to grant CPC Stock Options to purchase 800,000 Common Shares to the directors and senior officers in accordance with the policies of the Exchange, which CPC Stock Options are qualified for distribution under this prospectus.

Determination of Price

The distribution price of $0.10 per Common Share was determined through negotiations between the Issuer and the Agent.

Listing Application

Venture Issuer

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

Restrictions on Trading

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

DESCRIPTION OF THE SECURITIES DISTRIBUTED

The authorized capital of the Issuer consists of an unlimited number of Common Shares without nominal or par value and an unlimited number of Preferred Shares without par value. As at the date hereof, there are 7,450,000 Common Shares issued and outstanding as fully paid and non assessable shares in the capital of the Issuer. In addition, up to 755,000 Common Shares are reserved for issuance pursuant to the exercise of the Agent’s Warrants, 800,000 Common Shares are reserved for issuance pursuant to the exercise of the CPC Stock Options and 7,550,000 Common Shares are reserved for issuance in connection with the Offering. See "Plan of Distribution" and "Options to Purchase Securities".

Common Shares

The holders of Common Shares are entitled to receive notice of and to attend and vote at all meetings of the shareholders of the Issuer and each Common Share shall confer the right to one vote in person or by proxy at all meetings of the shareholders of the Issuer. The holders of Common Shares, subject to the prior rights, if any, of any other class of shares of the Issuer, are entitled to receive such dividends in any financial year as the Board of Directors may by resolution determine. In the event of the liquidation, dissolution or winding-up of the Issuer, whether voluntary or involuntary, the holders of Common Shares are entitled to receive, subject to the prior rights, if any, of the holders of any other class of shares of the Issuer, the remaining property and assets of the Issuer. Common Shares are not subject to call or assessment rights, redemption rights, rights regarding purchase for cancellation or surrender, or any pre-emptive or conversion rights.

Preferred Shares

The Preferred Shares may be issued from time to time in one or more series and will have, among others, the following special rights and restrictions:

The holders of Preferred Shares as a class shall, in preference to the holders of the Common Shares, be entitled to receive dividends.
The holders of the Preferred Shares of any series shall also be entitled to such other preference, not inconsistent with these provisions, over the holders of the Common Shares.
Unless subordinated in priority by the special rights and restrictions attached to any series of Preferred Shares, holders of Preferred Shares as a class will be entitled on distribution of the assets of the Issuer on liquidation, dissolution or winding-up of the Issuer, whether voluntary or involuntary, or on any other distribution of assets the Issuer, to receive distributions in priority to any distribution to the holders of Common Shares.
No Preferred Shares may be issued if the Issuer is in arrears in the payment of dividends on any outstanding series of Preferred Shares without the approval of the holders of the Preferred Shares by resolution passed by the majority of holders of Preferred Shares.

The Board of Directors may also, by resolution, determine the maximum number of shares of any series of Preferred Shares, alter the articles to create an identifying name by which the shares of any of the Preferred Shares may be identified and alter the articles and authorize the alteration of the notice of articles to attach special rights or restrictions to Preferred Shares or to alter such special rights or restrictions, as follows, including without limitation: (a) the rate, amount or method of calculation of dividends, (b) whether such dividends are cumulative, partly cumulative or noncumulative, (c) the dates, manner and currency of payments of dividends and the date from which they accrue or become payable, (d) if redeemable or purchasable (whether at the option of the Issuer or holder of the Preferred Shares or otherwise), the redemption or purchase prices and currencies thereof and terms and conditions of redemption or purchase, with or without provision for sinking or similar funds, (e) the voting rights, if any and (f) any conversion, exchange or reclassification rights.

The Issuer, as of the date hereof, has no intention to issue Preferred Shares.

CAPITALIZATION

Designation of Security	Amount Authorized	Amount Outstanding as at February 28, 2021(1)	Amount Outstanding as at the Date Hereof(1)	Amount to be Outstanding upon completion of the Offering(2)
Common Shares	Unlimited	$372,500 (7,450,000 Common Shares)(3)	$372,500 (7,450,000 Common Shares)(3)	$1,127,500 (15,000,000 Common Shares)(4)
Notes:

(1) As of the date of the most recent statement of financial position contained in the prospectus and as of the date hereof, the Issuer has not commenced commercial operations.
(2) Excluding up to 755,000 Common Shares to be issued pursuant to the Agent’s Warrants at an exercise price of $0.10 per Common Share expiring 24 months from the date of listing of the Common Shares on the Exchange, and up to 800,000 Common Shares to be issued pursuant to the CPC Stock Options to be granted to certain directors and senior officers upon closing of the Offering at an exercise price of $0.10 per Common Share expiring 5 years from the date of grant. See "Options to Purchase Securities" and "Plan of Distribution".
(3) These Common Shares are subject to escrow restrictions. See "Escrowed Securities".
(4) The gross proceeds to be received by the Issuer from the sale of the Common Shares pursuant to the Offering will be $755,000 and the gross proceeds from prior issuances was $372,500, all before deducting the costs of the Offering, estimated at $167,903 (which includes the Agent’s Commission, Agent’s Corporate Finance Fee, Agent’s Expenses, legal fees, audit fees, listing fees and expenses), and costs relating to incorporation and organizational matters of $1,500.

OPTIONS TO PURCHASE SECURITIES

Stock Option Terms

On January 14, 2021, the Issuer adopted a stock option plan (the " CPC Stock Option Plan "). Pursuant to the CPC Stock Option Plan, the Board of Directors may from time to time, in its discretion, and in accordance with the Exchange requirements, grant to directors, officers and technical consultants to the Issuer and Eligible Charitable Organizations (as defined in Exchange Policy 4.4 – Incentive Stock Options ) nontransferable CPC Stock Options to purchase Common Shares, provided that the number of Common Shares reserved for issuance will not exceed 10% of the Common Shares issued and outstanding as at the date of grant of any CPC Stock Option, and that the exercise period does not exceed 10 years from the date of grant.

The number of Common Shares issuable to any individual director or officer will not exceed five percent (5%) of the issued and outstanding Common Shares as at the date of grant of the CPC Stock Option.

The number of Common Shares issuable at any given time to all technical consultants in aggregate will not exceed two percent (2%) of the issued and outstanding Common Shares of the Issuer as at the date of grant of any CPC Stock Option.

The number of Common Shares issuable at any given time to Eligible Charitable Organizations in aggregate will not exceed one percent (1%) of the issued and outstanding Common Shares as at the date of grant of any CPC Stock Option.

The term of a CPC Stock Option must expire not later than 12 months after the optionee ceases to be a director, officer or technical consultant of the Issuer, or of the Resulting Issuer, as the case may be, subject to any earlier expiry date of such CPC Stock Option.

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

CPC Stock Options

On closing of the Offering, the Issuer will grant the CPC Stock Options to the persons, and upon the terms, outlined below and such options will be qualified for distribution pursuant to this prospectus:

	Common Shares Reserved	Exercise or
Name(1)	Under Option (#) upon Completion of the Offering	Base Price ($/Share)	Expiration Date
Darren Tindale	400,000	$0.10	5 years from the Listing Date
Greg Clough	400,000	$0.10	5 years from the Listing Date
	Total: 800,000

Note:

(1) The CPC Stock Options are being granted to the directors and senior officers after the closing of this Offering (subject to regulatory approval) and are qualified for distribution pursuant to this prospectus. The CPC Stock Options will vest immediately on the date of grant. No CPC Stock Options are being granted to any consultant to the Issuer.

PRIOR SALES

Since January 14, 2021, the date of incorporation of the Issuer, 7,450,000 Common Shares have been issued and are currently outstanding as follows. Common Shares issued to any member of the Aggregate Pro Group are identified in the notes below:

	Number of	Issue Price per	Aggregate Issue	Consideration
Date	Shares	Share	Price	Received
January 14, 2021	4,000,000 (1)	$0.05	$200,000	Cash
February 22, 2021	3,450,000 (1)(2)	$0.05	$172,500	Cash
TOTAL:	7,450,000

Note:

(1) These Common Shares are subject to escrow restrictions. See "Escrowed Securities".

(2) 1,800,000 of these Common Shares issued to members of the Aggregate Pro Group.

ESCROWED SECURITIES

Escrowed Securities Prior to the Completion of the Qualifying Transaction

All of the 7,450,000 Common Shares issued prior to this Offering, all Common Shares that may be acquired from treasury by Non-Arm's Length Parties of the Issuer either under the Offering or otherwise prior to the date of the Final QT Exchange Bulletin will be deposited with Endeavor under the CPC Escrow Agreement.

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

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

Name and Municipality of Residence of Shareholder	Common Shares	Number of Common Shares held in Escrow	Percentage of Common Shares Prior to Giving Effect to the Offering	Percentage of Common Shares upon Completion of the Offering(1)
Darren Tindale North Vancouver	500,000	500,000	6.71%	3.33%
Jeff Tindale West Vancouver, BC	500,000(2)	500,000(2)	6.71%	3.33%
Greg Clough Surrey, BC	1,000,000	1,000,000	13.42%	6.67%
Ashvani Guglani Vancouver, BC	1,000,000(3)	1,000,000(3)	13.42%	6.67%
Joerg Schweizer Munich, Germany	1,000,000	1,000,000	13.42%	6.67%
Brooke Cumming Vancouver, BC	500,000	500,000	6.71%	3.33%
Andre Doerk Berlin, Germany	250,000	250,000	3.36%	1.67%
Anders Nerell Chatchunsao, Thailand	250,000	250,000	3.36%	1.67%
Cheryl David Calgary, AB	50,000	50,000	0.67%	0.33%
Tomek Antoniak Vancouver, BC	75,000(4)	75,000(4)	1.01%	0.50%
Jim Stewart Calgary, AB	200,000	200,000	2.68%	1.33%
Kimble Mooney North Vancouver, BC	150,000	150,000	2.01%	1.00%
Nik Marshall Vancouver, BC	150,000	150,000	2.01%	1.00%
Zayn Kalyan Vancouver, BC	75,000(5)	75,000(5)	1.01%	0.50%
Tobias Tretter Margrethen, Switzerland	250,000	250,000	3.36%	1.67%
Erik Dekker North Vancouver, BC	250,000	250,000	3.36%	1.67%
Dennis Hoesgen West Vancouver, BC	450,000	450,000	6.04%	3.00%
Eric Hoesgen Vancouver, BC	450,000	450,000	6.04%	3.00%
Jedidiah Blumes Vancouver, BC	100,000	100,000	1.34%	0.67%
Michael Townsend Vancouver, BC	250,000(6)	250,000(6)	3.36%	1.67%
Totals	7,450,000	7,450,000	100%	49.67%

Note:

(1) Calculated on an undiluted basis, assuming 15,000,000 Common Shares issued and outstanding upon completion of the Offering and assuming no Common Shares are purchased by any of the above shareholders under the Offering.

(2) All of which are owned by Birken Capital Partners Ltd., a company wholly owned and controlled by Jeff Tindale.

(3) All of which are owned by 1060383 B.C. Ltd., a company wholly owned and controlled by Ashvani Guglani.

(4) All of which are owned by In The Room Media Inc., a company wholly owned and controlled by Tomek Antoniak.
(5) All of which are owned by Pacrim Capital Corp., a company wholly owned and controlled by Zayn Kalyan.
(6) All of which are owned by Cannon Bridge Capital Corp., a company wholly owned and controlled by Michael Townsend.

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

Under the CPC Escrow Agreement:

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

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

Release Dates	Percentage to be Released
Date of FinalQT ExchangeBulletin	25%
Date 6monthsfollowingFinalQT ExchangeBulletin	25%
Date12 monthsfollowingFinalQT ExchangeBulletin	25%
Date18monthsfollowingFinalQT ExchangeBulletin	25%
TOTAL	100%

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

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

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

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

Escrowed Securities on Qualifying Transaction

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

PRINCIPAL SHAREHOLDERS

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

Name and Municipality of Residence of Shareholder	Type of Ownership	Number of Common Shares	Percentage of Common Shares Owned Prior to Giving Effect to the Offering	Percentage of Common Shares Owned After Giving Effect to the Offering(1) (2)
Ashvani Guglani	Indirect and Direct and Beneficial	1,000,000(3)	13.42%	6.67%
Greg Clough	Direct and Beneficial	1,000,000	13.42%	6.67%
Joerg Schweizer	Direct and Beneficial	1,000,000	13.42%	6.67%
		Total: 1,500,000	40.27%	20%

Notes:

(1) Assuming no Common Shares are purchased by these persons or entities under the Offering and assuming no exercise of the Agent’s Warrants and the 800,000 CPC Stock Options.
(2) On a fully-diluted basis (assuming the exercise of 755,000 Agent’s Warrants and the 800,000 CPC Stock Options), each of Ashvani Guglani and Joerg Schweizer would own 6.04% of the issued and outstanding Common Shares and Greg Clough would own 8.46% of the issued and outstanding Common Shares, with the total percentage of Common Shares owned by the principal shareholders being 18.12% of the issued and outstanding Common Shares.
(3) All of which are owned by 1060383 B.C. Ltd., a company wholly owned and controlled by Ashvani Guglani.

DIRECTORS, OFFICERS AND PROMOTERS

Name, Address, Occupation, Security Holdings and Involvement with Other Reporting Issuers

The following is a list of the current directors, officers and promoters of the Issuer, their municipalities of residence, their current positions with the Issuer, their principal occupations during at least the past five (5) years and the number of shares of the Issuer beneficially owned, directly or indirectly, or over which control or direction is exercised by such director, officer and promoter:

Name, Age, Municipality of Residence and Position	Date Appointed or Elected(6)	Principal Occupation for Past Five Years	Common Shares Beneficially Owned, Directly and Indirectly, (percentage and number of Common Shares prior to the Offering)	Common Shares Beneficially Owned, Directly and Indirectly (percentage and number of Common Shares Upon Completion of Offering)(1)(3)
Darren Tindale(2) Director, CEO, CFO, Corporate Secretary & Promoter North Vancouver, BC, Canada	January 14, 2021	Cycap Technologies Ltd., CEO & CFO; Body and Mind Inc., Corporate Secretary; financial, regulatory and accounting consultant and senior officer of public and private companies.	6.71% 500,000 Common Shares	3.33% 500,000 Common Shares

Jeff Tindale(2) Director West Vancouver, BC, Canada	January 14, 2021	Cliffmont Resources Ltd., President, CEO and director; formerly, Patriot One Technologies Inc., Director & Senior Vice President; director and officer of public and private companies.	6.71% 500,000 Common Shares(4)	3.33% 500,000 Common Shares(4)
Greg Clough(2) Director Surrey, BC, Canada	January 14, 2021	Logistics manager in the hospitality industry; owner of private restaurant business.	13.42% 1,000,000 Common Shares	6.67% 1,000,000 Common Shares
Ashvani Guglani Director Vancouver, BC, Canada	January 14, 2021	VP Finance and director of NEXE Innovations Inc. since January 2016.	13.42% 1,000,000 Common Shares(5)	6.67% 1,000,000 Common Shares(5)
Joerg Schweizer Director Munich, Germany	January 14, 2021	Accent Capital GmbH, CEO.	13.42% 1,000,000 Common Shares	6.67% 1,000,000 Common Shares
Totals			53.69% of 7,450,000 (4,000,000)	26.67% of 15,000,000 (4,000,000)

Notes:

(1) Before giving effect to the exercise of the Agent’s Warrants or the 800,000 CPC Stock Options and assuming no Common Shares are purchased by any of the above persons under the Offering.

(2) Member of the Issuer's audit committee. The members of the audit committee are “financially literate”, as defined by National Instrument 52-110— Audit Committees . Jeff Tindale and Greg Clough are “independent”, as defined by National Instrument 52-110— Audit Committees. The Issuer does not have an executive committee. Each director holds office until the next annual meeting of shareholders unless his office is vacated earlier.

(3) These shares are subject to escrow restrictions. See "Escrowed Securities".

(4) All of which are owned by Birken Capital Partners Ltd., a company wholly owned and controlled by Jeff Tindale.

(5) All of which are owned by 1060383 B.C. Ltd., a company wholly owned and controlled by Ashvani Guglani.

(6) To hold office until the next annual general meeting of the Issuer unless a director's office is earlier vacated in accordance with the articles of the Issuer or the Business Corporations Act (British Columbia) or unless such director becomes disqualified to act as a director.

Darren Tindale, Age 49, Director, CEO, CFO, Corporate Secretary & Promoter

Darren Tindale brings over 20 years of financial accounting and management experience working with both public and private companies. He has served as Chief Financial Officer for TSX Venture Exchange (“ TSXV ”) and Canadian Securities Exchange (“ CSE ”) listed companies. Currently, Mr. Tindale serves as Director, CEO, CFO & Corporate Secretary of Cycap Technologies Ltd. and most recently, served as Director, CEO, CFO & Corporate Secretary of Nexe Innovations Inc. (while the issuer was the CPC, Whatcom Capital Corp.), a CPC that successfully completed its Qualifying Transaction. Previously, he was CFO and Corporate Secretary of Body and Mind Inc. from March 2017 to August 2019. He also provides consulting services to publicly listed companies for financial, regulatory and accounting services.

It is expected that, initially, Mr. Tindale will devote up to 20% of his time to the affairs of the Issuer and such additional time and expertise as is required by the Issuer from time to time.

Mr. Tindale is a consultant to the Issuer and has not entered into a non-competition or nondisclosure agreement with the Issuer.

Jeff Tindale, Age 50, Director

Mr. Tindale has over 20 years experience in private capital and investor consulting and advisory services to high-growth companies across various sectors. He has experience in corporate governance, finance, mergers and acquisitions and has been and currently is a director and officer of several public and private companies. He recently served as director and senior vice president of Patriot One Technologies Inc.

It is expected that, initially, Mr. Tindale will devote up to 10% of his time to the affairs of the Issuer and such additional time and expertise as is required by the Issuer from time to time.

Mr. Tindale is a consultant to the Issuer and has not entered into a non-competition or nondisclosure agreement with the Issuer.

Greg Clough, Age 47, Director

Greg Clough is currently the logistics manager for a private company in the hospitality industry. Prior to this, Mr. Clough owned and operated a private business in the restaurant industry. His work experience includes management positions in the private sector. He recently served as director of Nexe Innovations Inc., for the duration of when it was the CPC, Whatcom Capital Corp., prior to the Qualifying Transaction with Nexe Innovations Inc.

It is expected that, initially, Mr. Clough will devote up to 10% of his time to the affairs of the Issuer and such additional time and expertise as is required by the Issuer from time to time.

Mr. Clough is a consultant to the Issuer and has not entered into a non-competition or nondisclosure agreement with the Issuer.

Ashvani Guglani, Age 41, Director

Ashvani Guglani is the Vice President Finance and a director of NEXE Innovations Inc. (TSXV). Mr. Guglani spent 12 years in capital markets with a national investment bank in Vancouver. As an original founder of NEXE Innovations Inc., he plays an integral role in helping NEXE in all capacities across financing (public, private and government), operations, and marketing. Mr. Guglani has a BBA from BCIT.

It is expected that, initially, Mr. Guglani will devote up to 10% of his time to the affairs of the Issuer and such additional time and expertise as is required by the Issuer from time to time.

Mr. Guglani is a consultant to the Issuer and has not entered into a non-competition or nondisclosure agreement with the Issuer.

Joerg Schweizer, Age 51, Director

Joerg Schweizer is the founder and CEO of Accent Capital GmbH, a boutique investment firm based in Munich, Germany. Earlier in his career, Mr. Schweizer worked as an independent capital market consultant for Deutsche Boerse Group, teaching their employees about global stock exchanges. While acting as a consultant, Joerg founded several German financial websites. In 2003, Mr. Schweizer founded a consulting business advising private and public companies globally with respect to investors and media in particular. The consulting business eventually transitioned into an investment business, now known as Accent Capital GmbH.

It is expected that, initially, Mr. Schweizer will devote up to 10% of his time to the affairs of the Issuer and such additional time and expertise as is required by the Issuer from time to time.

Mr. Schweizer is a consultant to the Issuer and has not entered into a non-competition or nondisclosure agreement with the Issuer.

Exchange Requirements

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

Aggregate Ownership of Securities

The directors and officers of the Issuer, as a group, currently own, directly or indirectly, 4,000,000 Common Shares representing 53.69% of the Common Shares currently issued and outstanding. Following the completion of the Offering, they will own, directly or indirectly, 4,000,000 Common Shares representing 26.67% of the then issued and outstanding Common Shares (in both cases, assuming no exercise of the Agent’s Warrants, no exercise of the 800,000 CPC Stock Options and no purchase by the directors and

officers of the Issuer of Common Shares pursuant to the Offering).

Other Reporting Issuer Experience

The following table sets out the directors, officers and promoter(s) of the Issuer that are, or have been within at least the last five (5) years, directors, officers or promoters of other issuers that are or were reporting issuers in any Canadian jurisdiction:

Name	Name of Reporting Issuer	Position	Name of Exchange or Market	From	To
Darren Tindale Director, CEO, CFO, Corporate Secretary	Body and Mind Inc. Body and Mind Inc. Nexe Innovations Inc.	Corporate Secretary CFO Director, CEO, CFO & Corporate Secretary	CSE CSE TSXV	08 / 19 04 / 17 09 / 19	Present 08 / 19 12 / 20
Jeff Tindale Director	Cliffmont Resources Ltd. Patriot One Technologies Ltd. Nexe Innovations Inc. Homestake Resources Ltd.	President, CEO & Director Director Sr. VP Director Director	TSXV TSX TSX TSXV TSXV	08 / 09 11 / 16 11 / 16 09 / 19 06 / 14	Present 09 / 19 01 / 21 12 / 20 09 / 16
Greg Clough Director	Nexe Innovations Inc.	Director	TSXV	09 / 19	12 / 20
Ashvani Guglani Director	Nexe Innovations Inc.	Director & VP Finance	TSXV	01 / 16	Present

Cease Trade Orders

No director, officer, insider or promoter of the Issuer, or shareholder holding a sufficient number of securities of the Issuer to affect materially the control of the Issuer, has, within the last 10 years, been a director, officer, Insider or promoter of any reporting issuer that:

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

Mr. Jeff Tindale is the President, CEO and a director of Cliffmont Resources Ltd. (“ Cliffmont ”). On February 5, 2016, the British Columbia Securities Commission issued a cease trade order against Cliffmont for failure to file annual audited financial statements and management’s discussion and analysis for the year ended September 30, 2015. On February 9, 2016, the Ontario Securities Commission issued a cease trade order against Cliffmont for failure to file annual audited financial statements, management’s discussion and analysis and related certifications for the year ended September 30, 2015 and for failure to pay the filing fees in respect thereof. The British Columbia Securities Commission and Ontario Securities Commission cease trade orders were each revoked on April 27, 2018.

Penalties or Sanctions

No director, officer, insider or promoter of the Issuer, or shareholder holding a sufficient number of securities of the Issuer to affect materially the control of the Issuer, has been subject to:

(a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
(b) been subject to any other penalties or sanctions imposed by a court of regulatory body or self-regulatory

authority that would likely be considered important to a reasonable investor making in investment decision.

Bankruptcies

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

(a) is, as at the date of the prospectus, or has been within the 10 years before the date of the prospectus, a director, officer, Insider or promoter of any company (including the CPC) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
(b) has, within the 10 years before the date of the prospectus, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, officer, Insider, promoter or shareholder.

Conflicts of Interest

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

AUDIT COMMITTEE

Audit Committee

National Instrument 52-110 – Audit Committees (“ NI 52-110 ”), NI 41-101 and Form 52-110F2 require the Issuer, as a venture issuer, to disclose certain information relating to the Issuer’s audit committee (the “ Audit Committee ”) and its relationship with the Issuer’s independent auditors.

Composition of Audit Committee

The members of the Issuer’s Audit Committee are:

Darren Tindale(3)	Not independent(1)	Financially literate(2)
Jeff Tindale	Independent(1)	Financially literate(2)
GregClough	Independent(1)	Financiallyliterate(2)

(1) A member of an audit committee is independent if the member has no direct or indirect material relationship with the Issuer, which could, in the view of the Board, reasonably interfere with the exercise of a member’s independent judgment.

(2) An individual is financially literate if he has the ability to read and understand a set of financial statements that present a breadth of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Issuer’s financial statements.

(3) Chair of the Audit Committee.

Relevant Education and Experience

Each member of the Issuer’s present Audit Committee has adequate education and experience that is relevant to their performance as an Audit Committee member and, in particular, the requisite education and experience that have provided the member with:

(a) an understanding of the accounting principles used by the Issuer to prepare its financial statements;
(b) the ability to assess the general application of such accounting principles in connection with the

accounting for estimates, accruals and provisions;

(c) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Issuer’s financial statements or experience actively supervising individuals engaged in such activities; and
(d) an understanding of internal controls and procedures for financial reporting.

Darren Tindale: Mr. Tindale has over 20 years of financial accounting and management experience working with both public and private companies. He has served on audit committees and has knowledge and financial skills required for public companies including analyzing financial statements and commentary of the same.

Jeff Tindale: Mr. Tindale has served as a director and officer of several public and private companies and been involved with project management and budgeting where he has gained the knowledge and financial skills required for public companies, including analyzing and consulting on financial statements. He has extensive experience engaging in the process of the preparation of financial statements and analysis and commentary of the same.

Greg Clough: Mr. Clough has experience in finance, start-ups and corporate development, including budgeting and has been involved in a variety of matters requiring financial literacy.

See “Directors and Officers” for further details.

Audit Committee Oversight

At no time since the commencement of the Issuer’s most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Issuer’s board of directors.

Reliance on Certain Exemptions

At no time since the commencement of the Issuer’s most recently completed financial year has the Issuer relied on the exemption in Sections 2.4, 6.1.1(4), (5) and (6) of NI 52-110, or an exemption from NI 52-110, in whole or in part, granted under Part 8 of National Instrument 52-110.

Pre-Approval Policies and Procedures

The Audit Committee is authorized by the Issuer’s board of directors to review the performance of the Issuer’s external auditors and approve in advance provision of services other than auditing and to consider the independence of the external auditors, including a review of the range of services provided in the context of all consulting services bought by the Issuer. The Audit Committee is authorized to approve in writing any non-audit services or additional work which the Chairman of the Audit Committee deems is necessary, and the Chairman will notify the other members of the Audit Committee of such non-audit or additional work and the reasons for such non-audit work for the Committee’s consideration, and if thought fit, approval in writing.

External Auditor Service Fees

The fees billed by the Issuer’s external auditors during the financial period from incorporation date of January 14, 2021 to February 28, 2021 for audit and non-audit related services provided to the Issuer are as follows:

From Incorporation January 14, 2021 to February 28, 2021	Audit Fees	Audit Related Fees(1)	Tax Fees(2)	All other Fees(3)
2021	$5,000	Nil	Nil	Nil

(1) Fees charged for assurance and related services that are reasonably related to the performance of an audit, and not included under Audit Fees.

(2) Fees charged for tax compliance, tax advice and tax planning services.

(3) Fees for services other than disclosed in any other column.

EXECUTIVE COMPENSATION

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

(a) grants of CPC Stock Options as described in “Options to Purchase Securities”;
(b) payment for and reimbursement of certain expenses as described in “Use of Proceeds – Permitted Use of Funds” and “Use of Proceeds – Prohibited Payments to Non-Arm’s Length Parties”; and
(c) finder’s fees as described in “Use of Proceeds – Finder’s Fees.

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

DILUTION

Purchasers of the Common Shares offered hereunder will suffer an immediate dilution of approximately 25% or $0.025 per Common Share on the basis of there being 15,000,000 Common Shares issued and outstanding following completion of the Offering. Dilution has been computed on the basis of total gross proceeds to be raised by this prospectus and from sales of securities prior to the completion of the Offering, without deduction of commissions or related expenses incurred by the Issuer.

RISK FACTORS

The following is a list of risk factors that a prospective investor should consider before subscribing for Common Shares:

(a) the Issuer was only recently incorporated, has not commenced commercial operations and has no assets other than cash. It has no history of earnings, and shall not generate earnings or pay dividends until at least after Completion of the Qualifying Transaction;
(b) investment in the Common Shares offered by the prospectus is highly speculative given the proposed nature of the Issuer's business and its present stage of development;
(c) the directors and officers of the Issuer will only devote a portion of their time to the business and affairs of the Issuer and some of them are or will be engaged in other projects or businesses such that conflicts of interest may arise from time to time;
(d) assuming completion of the Offering, an investor will suffer an immediate dilution to its investment of approximately 25% or $0.025 per Common Share on the basis of there being 15,000,000 Common Shares issued and outstanding upon completion of the Offering;
(e) there can be no assurance that an active and liquid market for the Issuer's Common Shares will develop and an investor may find it difficult to resell its Common Shares;
(f) until Completion of the Qualifying Transaction, the Issuer is not permitted to carry on any business other than the identification and evaluation of potential Qualifying Transactions;
(g) the Issuer has only limited funds with which to identify and evaluate potential Qualifying Transactions and there can be no assurance that the Issuer will be able to identify a suitable Qualifying Transaction;
(h) even if a proposed Qualifying Transaction is identified, there can be no assurance that the Issuer will be able to successfully complete the transaction;

(i) Completion of the Qualifying Transaction is subject to a number of conditions including acceptance by the Exchange and in the case of a Non-Arm's Length Qualifying Transaction, Majority of the Minority Approval;
(j) unless the shareholder has the right to dissent and be paid fair value in accordance with applicable corporate or other law, a shareholder who votes against a proposed Non-Arm's Length Qualifying Transaction for which Majority of the Minority Approval by shareholders has been given, will have no rights of dissent and no entitlement to payment by the Issuer of fair value for the Common Shares;
(k) listing of the Common Shares is subject to the Issuer fulfilling all of the listing requirements of the Exchange and the approval of the Exchange. The Exchange has not conditionally approved the Issuer’s listing application and there is no assurance that the Exchange will approve the Issuer’s listing application;
(l) the Issuer must rely on the Exchange to list the Common Shares on the Exchange and have them posted for trading prior to the issuance of the Common Shares on the closing of the Offering and to otherwise proceed in such manner as may be required to result in the Common Shares being listed on the Exchange at the time of their issuance on closing of the Offering. If the Common Shares are not listed on the Exchange at the time of their issuance on the closing of the Offering and the Issuer is not a “public corporation” at that time, the Common Shares will not be qualified investments for the Registered Plans at that time;
(m) upon public announcement of a proposed Qualifying Transaction, trading in the Common Shares will be halted and will remain halted for an indefinite period of time, typically until a Sponsor has been retained (if required) and certain preliminary reviews have been conducted. The Common Shares will be reinstated to trading before the Exchange has reviewed the transaction and before the Sponsor has completed its full review. Reinstatement to trading provides no assurance with respect to the merits of the transaction or the likelihood of the Issuer completing the proposed Qualifying Transaction;
(n) trading in the Common Shares may be halted at other times for other reasons, including for failure by the Issuer to submit documents to the Exchange in the time periods required;
(o) neither the Exchange nor any securities regulatory authority passes upon the merits of the proposed Qualifying Transaction;
(p) in the event that management of the Issuer resides outside of Canada or the Issuer identifies a foreign business as a proposed Qualifying Transaction, investors may find it difficult or impossible to effect service or notice to commence legal proceedings upon any management resident outside of Canada or upon the foreign business and may find it difficult or impossible to enforce against such persons, judgments obtained in Canadian courts;
(q) the Qualifying Transaction may be financed in all or part by the issuance of additional securities by the Issuer and this may result in further dilution to the investor, which dilution may be significant, and which may also result in a change of control of the Issuer;
(r) subject to prior Exchange acceptance, the Issuer may be permitted to loan or advance up to the greater of $250,000 and 20% of its working capital to a target business without shareholder approval and there can be no assurance that the Issuer will be able to recover that loan;
(s) the Issuer cannot be certain and provides no guarantee that, if the Qualifying Transaction is completed, the business acquired pursuant to the Qualifying Transaction will be profitable or ultimately benefit the Issuer and its shareholders. The Qualifying Transaction may also result in increased debt of the Issuer; and
(t) any failure to successfully integrate a business acquired pursuant to the Qualifying

Transaction or a failure of such business to benefit the Issuer could have a material adverse effect on the Resulting Issuer’s business and results of operations.

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

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

The Issuer is not party to, or any of its property is or was the subject of, since the beginning of the most recently completed financial year, any legal proceedings or regulatory actions, nor is the Issuer aware of any legal proceedings contemplated.

RELATIONSHIP BETWEEN THE ISSUER AND THE AGENT

The Issuer is not a “related issuer” or “connected issuer” (as such terms are defined in National Instrument 33-105 Underwriting Conflicts) to the Agent.

RELATIONSHIP BETWEEN THE ISSUER AND PROFESSIONAL PERSONS

Certain legal matters relating to this Offering will be passed upon by AFG Law LLP, on behalf of the Issuer, and by Miller Thomson LLP, on behalf of the Agent. Any remuneration for legal services provided to the Issuer are subject to the restrictions set forth in the CPC Policy.

Otherwise, no Person whose profession or business gives authority to a statement made by such Person and who is named in this prospectus has received or shall receive a direct or indirect interest in the property of the Issuer or any Associate or Affiliate of the Issuer. In addition, none of the aforementioned Persons nor any director, officer or employee of any of the aforementioned Persons, is or expected to be elected, appointed or employed as a director, senior officer or employee of the Issuer or of an Associate or Affiliate of the Issuer, or a Promoter of the Issuer or of an Associate or Affiliate of the Issuer.

AUDITORS

The auditors of the Issuer are SHIM & Associates LLP, Chartered Professional Accountants with an office located at 970 – 777 Hornby Street, Vancouver, BC, V6Z 1S4.

REGISTRAR AND TRANSFER AGENT

The registrar and transfer agent of the Common Shares is Endeavor at its office located at 702 – 777 Hornby Street, Vancouver, British Columbia V6Z 1S4.

INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

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

MATERIAL CONTRACTS

The following are the material contracts of the Issuer entered into since the date of its incorporation:

(a) the Agency Agreement;
(b) the CPC Escrow Agreement;
(c)
the CPC Stock Option Plan; and
(d) the transfer agent, registrar and disbursing agent agreement dated February 24, 2021 between the Issuer and Endeavor.

The material contracts described above may be inspected at the registered office of the Issuer located at 750 – 1095 West Pender Street, Vancouver, B.C., V6E 2M6 during normal business hours during the period of the distribution of the Common Shares being distributed hereunder and for a period of thirty days thereafter.

OTHER MATERIAL FACTS

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

ELIGIBILITY FOR INVESTMENT

In the opinion of AFG Law LLP, counsel to the Issuer, based on the current provisions of the Income Tax Act (Canada) (the “ Act ”) and the regulations thereunder, in force as of the date hereof, and any specific proposals to amend the Act publicly announced by or on behalf of the Minister of Finance Canada prior to the date hereof, provided that, at the particular time, the Common Shares are listed on a “designated stock exchange” (as such term is defined in the Act and which currently includes Tier 2 of the Exchange) or the Issuer is otherwise a “public corporation” (as such term is defined in the Act), the Common Shares will, at such particular time, be “qualified investments” under the Act for a trust governed by a registered retirement savings plan (“ RRSP ”), a registered retirement income fund (“ RRIF ”), a registered education savings plan (“ RESP ”), a deferred profit sharing plan, a registered disability savings plan (“ RDSP ”) and a tax-free savings account (“ TFSA ”), each as defined under the Act (collectively, the “ Plans ”).

The Common Shares are not currently listed on a designated stock exchange and the Issuer is not currently a “public corporation”, as that term is defined in the Tax Act. The Issuer has applied to list the Common Shares on the Exchange as of the day before the closing of the Offering, followed by an immediate halt in trading of the Common Shares in order to allow the Issuer to satisfy the conditions of the Exchange and to have the Common Shares listed and posted for trading prior to the issuance of the Common Shares on the closing of the Offering. The Issuer must rely on the Exchange to list the Common Shares on the Exchange and have them posted for trading prior to the issuance of the Common Shares on the closing of the Offering and to otherwise proceed in such manner as may be required to result in the Common Shares being listed on the Exchange at the time of their issuance on closing of the Offering. If the Common Shares are not listed on the Exchange at the time of their issuance on the closing of the Offering and the Issuer is not otherwise a “public corporation” at that time, the Common Shares will not be qualified investments for the Plans at that time.

Notwithstanding that the Common Shares may be a qualified investment for a trust governed by an RRSP, RRIF, RESP, RDSP or TFSA (a “ Registered Plan ”), the annuitant of the RRSP or RRIF, the subscriber under an RESP or the holder of a TFSA or RDSP, as the case may be, (the “ Controller ”) will be subject to a penalty tax in respect of Common Shares acquired by a Registered Plan if such Common Shares are a “prohibited investment” for the particular Registered Plan. The Common Shares will generally be a “prohibited investment” of a Registered Plan if the Controller of the Registered Plan does not deal at arm's length with the Issuer for the purposes of the Act or has a “significant interest” (as defined in subsection 207.01(4) of the Act) in the Issuer. In addition, the Common Shares will not be a “prohibited investment” if the Common Shares are “excluded property” as defined in the Act for a Registered Plan.

Purchasers who intend to hold Common Shares in their Plans, should consult their own tax advisors in regard to the application of these rules in their particular circumstances.

PURCHASERS' 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 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, revisions of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province. The purchaser should refer to applicable provisions of the securities legislation of the purchaser's province for the particulars of these rights or consult with a legal advisor.

A-1

FINANCIAL STATEMENTS

FOR THE PERIOD FROM INCORPORATION ON JANUARY 14, 2021 TO FEBRUARY 28, 2021

(A Capital Pool Company)

Financial Statements

For the period from Date of Incorporation (January 14, 2021)

to February 28, 2021 (Expressed in Canadian dollars)

SHIM & Associates LLP Chartered Professional Accountants Suite 970 – 777 Hornby Street Vancouver, B.C. V6Z 1S4 T: 604 559 3511 | F: 604 559 3501

S H I M

INDEPENDENT AUDITOR’S REPORT

To the Shareholders of Whatcom Capital II Corp.

Opinion

We have audited the accompanying financial statements of Whatcom Capital II Corp. (the Company), which comprise the statement of financial position as at February 28, 2021, and the statements of net and comprehensive loss, changes in shareholders’ equity and cash flows for the period from the date of incorporation on January 14, 2021 to February 28, 2021 and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at February 28, 2021, and its financial performance and cash flows for the period from the date of incorporation on January 14, 2021 to February 28, 2021 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS).

Basis for Opinion

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

Material Uncertainty Related to Going Concern

We draw attention to Note 1 of the financial statements, which indicates that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other Information

Management is responsible for the other information. The other information comprises the information, other than the financial statements and our auditors’ report thereon, in the Prospectus.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information, and in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

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

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

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

SHIM & Associates LLP Chartered Professional Accountants

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

Auditor’s Responsibilities for the Audit of the Financial Statements

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

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

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

The engagement partner on the audit resulting in this independent auditor’s report is Dong H. Shim.

CHARTERED PROFESSIONAL ACCOUNTANTS

Vancouver, Canada

•

WHATCOM CAPITAL II CORP. (A Capital Pool Company)

Statement of financial position

(Expressed in Canadian dollars)

	Feb 28,
	2021
	$
Assets
Current assets
Cash (Note 4)	372,218
Total assets	372,218
Liabilities and shareholders’ equity
Current liability
Accountspayable and accrued liabilities	6,485
Shareholders’ equity
Share capital (Note 5)	372,500
Deficit	(6,767)
Total shareholders’equity	365,733
Total liabilities and shareholders’ equity	372,218

Subsequent event (Note 9)

Approved and authorized for issuance on behalf of the Board of Directors on •, 2021 by: /s/ Darren Tindale /s/ Greg Clough Darren Tindale, Director Greg Clough, Director

The accompanying notes are an integral part of these financial statements

WHATCOM CAPITAL II CORP. (A Capital Pool Company)

Statement of net and comprehensive loss (Expressed in Canadian dollars)

	January 14, 2021
	(Incorporation) to
	February 28,
	2021
	$
Expenses
Bank fees and interest	282
Professional fees	6,485
Net and comprehensive loss for theperiod	(6,767)
Net lossper share,basic and diluted	(0.00)
Weighted average shares outstanding,basic and diluted	4,460,000

The accompanying notes are an integral part of these financial statements

WHATCOM CAPITAL II CORP. (A Capital Pool Company)

Statement of changes in shareholders’ equity (Expressed in Canadian dollars)

	Share capital Number of shares Amount $ Deficit $ Total shareholders’ equity $
Balance, January 14, 2021 (Date of Incorporation) Shares issued for cash Net loss for the period	- - - - 7,450,000 372,500 - 372,500 - - (6,767) (6,767)
Balance,February28,2021	7,450,000 372,500 (6,767) 365,733

The accompanying notes are an integral part of these financial statements

WHATCOM CAPITAL II CORP. (A Capital Pool Company)

Statement of cash flows

(Expressed in Canadian dollars)

	January 14, 2021
	(Incorporation) to
	February 28,
	2021
	$
Operating activities
Net loss for the period	(6,767)
Adjustment for non-cash working capitals:
Increase in accountspayable and accrued liabilities	6,485
Net cash used in operatingactivities	(282)
Financing activity
Issuance of common shares	372,500
Net cashprovided byfinancingactivity	372,500
Increase in cash, beingcash end ofperiod	372,218

The accompanying notes are an integral part of these financial statements

WHATCOM CAPITAL II CORP. (A Capital Pool Company)

Notes to the financial statements For the Period from Date of Incorporation (January 14, 2021) to February 28, 2021 (Expressed in Canadian dollars)

1. NATURE OF OPERATIONS

Whatcom Capital II Corp. (the “Company”) was incorporated under the Business Corporations Act (British Columbia) on January 14, 2021. The Company is classified as a Capital Pool Company (“CPC”) while the principal business is the identification and evaluation of assets or a business (the “Qualifying Transaction” (“QT”)) and, once identified or evaluated, to negotiate an acquisition or participation in a business subject to receipt of shareholder approval, if required, and acceptance by regulatory authorities.

There is no assurance that the Company will identify a Qualifying Transaction within the time limitations permissible under the policies of the Exchange, at which time the Exchange may suspend or delist the Company's shares from trading.

The registered and head office of the Company is located at 750-1095 West Pender Street, Vancouver, B.C. V6E 2M6.

These financial statements have been prepared on the going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets and to meet its liabilities as they become due. As at February 28, 2021, the Company has not generated any revenues from operations and has an accumulated deficit of $6,767. The Company expects to incur further losses in the development of its business, all of which casts significant doubt about the Company’s ability to continue as a going concern. The continued operations of the Company are dependent on its ability to generate future cash flows or obtain additional financing. Management is of the opinion that sufficient working capital will be obtained from external financing to meet the Company’s liabilities and commitments as they become due, although there is a risk that additional financing will not be available on a timely basis or on terms acceptable to the Company. These financial statements do not reflect any adjustments to the carrying values of assets and liabilities, the reported expenses, and the balance sheet classifications used that may be necessary if the Company is unable to continue as a going concern.

In March 2020, the World Health Organization declared a global pandemic related to the virus known as COVID-19. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It has also disrupted the normal operations of many businesses. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or results of operations at this time.

2. BASIS OF PRESENTATION

Statement of Compliance

The financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the IFRS Interpretation Committee.

Basis of Preparation

The financial statements are presented in Canadian dollars, which is the Company's functional and presentation currency. The financial statements are prepared on a historical cost basis except for financial instruments classified as fair value through profit or loss ("FVTPL"), which are stated at their fair value. The accounting policies have been applied consistently throughout the entire period presented in these financial statements.

WHATCOM CAPITAL II CORP. (A Capital Pool Company) Notes to the financial statements For the Period from Date of Incorporation (January 14, 2021) to February 28, 2021 (Expressed in Canadian dollars)

2. BASIS OF PRESENTATION (Cont'd)

Significant Accounting Judgments, Estimates and Assumptions

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

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and further periods if the review affects both current and future periods. There have been no significant judgments made by management in the application of IFRS that have a significant effect on these financial statements.

3. SIGNIFICANT ACCOUNTING POLICIES

The financial statements of the Company have been prepared in accordance with International Financial Reporting Standards within the framework of the significant accounting policies described below:

Financial Instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Financial assets and liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument. Financial assets are derecognized when the rights to receive cash flows from the assets have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership. Financial assets and liabilities are offset and the net amount is reported in the balance sheet when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis, or realize the asset and settle the liability simultaneously.

i) Financial assets

The Company adopted IFRS 9, Financial Instruments, on its incorporation. IFRS 9 replaces International Accounting Standards (IAS) 39, Financial Instruments: Recognition and Measurement. Classification

The Company classifies its financial assets in the following measurement categories:

those to be measured subsequently at fair value (either through other comprehensive income (OCI) or through profit or loss); and
those to be measured at amortized cost.

The classification depends on the Company’s business model for managing the financial assets and the contractual terms of the cash flows. For assets measured at fair value, gains and losses are either recorded in profit or loss or OCI.

At present, the Company classifies all financial assets as held at amortized cost. Cash is classified as a financial asset.

3. SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

Financial Instruments (Cont'd)

i) Financial assets (Cont'd)

Measurement

At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVTPL are expensed in profit or loss. Financial assets are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.

Subsequent measurement of financial assets depends on their classification. There are three measurement categories under which the Company classifies its financial assets:

Amortized cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. A gain or loss on a debt investment that is subsequently measured at amortized cost is recognized in profit or loss when the asset is derecognized or impaired. Interest income from these financial assets is included as finance income using the effective interest rate method.
Fair value through OCI (FVOCI): Debt instruments that are held for collection of contractual cash flows and for selling the debt instruments, where the assets’ cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains and losses, interest revenue, and foreign exchange gains and losses which are recognized in profit or loss. When the debt instrument is derecognized, the cumulative gain or loss previously recognized in OCI is reclassified from equity to profit or loss and recognized in other gains (losses). Interest income from these debt instruments is included as finance income using the effective interest rate method.
Fair value through profit or loss: Assets that do not meet the criteria for amortized cost or FVOCI are measured at FVTPL. A gain or loss on an investment that is subsequently measured at FVTPL is recognized in profit or loss and presented net as revenue in the statement of loss and comprehensive loss in the period in which it arises.

ii) Financial liabilities

A financial liability is classified as at FVTPL if it is classified as held-for-trading or is designated as such on initial recognition. Directly attributable transaction costs are recognized in profit or loss as incurred. The fair value changes to financial liabilities at FVTPL are presented as follows: where the Company optionally designates financial liabilities at FVTPL the amount of change in the fair value that is attributable to changes in the credit risk of the liability is presented in OCI; and the remaining amount of the change in the fair value is presented in profit or loss. The Company does not designate any financial liabilities at FVTPL.

Other non-derivative financial liabilities are initially measured at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these liabilities are measured at amortized cost using the effective interest method.

At present, the Company classifies all of its financial liabilities as held at amortized cost. These financial liabilities are classified as current liabilities as the payment is due within 12 months.

3. SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

Related parties

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control. Related parties may be individuals or corporate entities.

A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

Deferred Taxes

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

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

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

4. CASH RESTRICTION

The proceeds raised from the issuance of common shares may only be used to identify and evaluate assets or businesses for future investment, with the exception that not more than $3,000 per month may be used for administrative and general expenses of the Company. These restrictions apply until completion of a Qualifying Transaction by the Company as defined under the Exchange Policy 2.4.

5. SHARE CAPITAL

Authorized share capital

Unlimited Class A Common Shares without par value; and Unlimited Class B Preferred Shares without par value

Share issuances

On January 14, 2021, the Company issued 4,000,000 common shares at $0.05 per share to the directors of the Company for proceeds of $200,000.

On February 22, 2021, the Company completed a financing by issuing 3,450,000 common shares at $0.05 per share for proceeds of $172,500.

5. SHARE CAPITAL (Cont'd)

Seed shares issued below the Initial Public Offering (“IPO”) price, shares acquired from treasury by non-arm’s length parties to the CPC and CPC stock options and shares issued on exercise of stock options, which were granted before the IPO and at an exercise price less than the IPO price, are all subject to a CPC Escrow Agreement. Under the CPC Escrow Agreement, 25% of the escrowed common shares will be released from escrow on the issuance of the Final Exchange Bulletin (the “Initial Release”) and an additional 25% will be released on the dates 6, 12, and 18 months following the Initial Release. Shares acquired by the Pro Group at or above the IPO price and shares acquired by a Control Person in the secondary market are not subject to the CPC Escrow Agreement.

Stock Options

On January 14, 2021, the Company adopted an incentive stock option plan (the “Option Plan”) which allows the Company’s Board of Directors, at its discretion and in accordance with TSX Venture Exchange requirements, to grant options to directors, officers and consultants for up to 10% of the issued and outstanding common shares. The options can be granted for a maximum term of ten years and vest at the discretion of the board of directors.

As at February 28, 2021, the Company had no stock options outstanding.

6. TRANSACTIONS WITH RELATED PARTIES

Related parties include the Board of Directors, close family members and enterprises which are controlled by these individuals as well as persons performing similar functions.

During the period ended February 28, 2021, there were no related party transactions. There was no compensation to key management personnel.

7. INCOME TAXES

A reconciliation of income taxes at statutory rates with the reported taxes is as follows:

	2021
	$
Loss before income taxes	(6,767)
Expected income recovery	(1,827)
Unrecognized tax benefits	1,827
Total income tax recovery	-

7. INCOME TAXES (Cont’d)

The significant components of the Company's deferred income tax assets that have not been included on the statement of financial position are as follows:

	2021
	$
Deferred income tax assets:
Non-capital loss carry-forwards	1,827
	1,827
Income tax benefits not recognized	(1,827)
Net deferred taxassets	-

The tax pools relating to these deductible temporary differences expire as follows:

	Expiry Date Range
Temporary Differences
Non-capital losses available for future period (Canada)	2041

8 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

Capital Management

The Company's objective when managing capital is to maintain its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders.

The Company includes share capital in the definition of capital.

The Company's primary objective with respect to its capital management is to ensure that it has sufficient cash resources to fund the identification and evaluation of potential acquisitions. To secure the additional capital necessary to pursue these plans, the Company may attempt to raise additional funds through the issuance of equity or by securing strategic partners.

The Company is not subject to externally imposed capital requirements other than the cash restriction disclosed in Note 4.

8. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Cont’d)

Risk Disclosures and Fair Values

The Company's financial instruments, consisting of cash and accounts payable and accrued liabilities, approximate fair values due to the relatively short-term maturities of the instruments. It is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Liquidity Risk

As at February 28, 2021, the Company had accounts payable and accrued liabilities of $6,485 due within 12 months and had cash of $372,218 to meet its current obligations. As a result, the Company has minimal liquidity risk.

Credit Risk

Credit risk is the risk of loss associated with the counterparty's inability to fulfill its payment obligations. The Company believes it has no significant credit risk.

9. SUBSEQUENT EVENT

The Company intends to file a prospectus with the securities regulatory authorities in the provinces of British Columbia, Alberta and Ontario, and pursuant to an Agency Agreement (the "Agency Agreement") to be entered into between the Company and Haywood Securities Inc. (the "Agent"), to offer 7,550,000 Common Shares at $0.10 (the “Offering”) per share to the public for total estimated proceeds of $755,000 (before transaction costs). The Agent will be granted warrants to purchase up to 10% of the total common shares sold under the offering at a price of $0.10 per share, and expiring 24 months from the closing date. The Company also intends to grant 800,000 share options immediately after the closing of the Offering to directors and officers under the Company’s share option plan at a price of $0.10 per share and an expiry date of ten years from the date of grant. The Company will pay the agent a commission equal to 10% of the gross proceeds, a corporate finance fee of $10,000 and reasonable expenses related to the Offering.

B-1

CERTIFICATE OF THE ISSUER

Dated: April 16, 2021

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

/s/ Darren Tindale Darren Tindale Director, Chief Executive Officer, Chief Financial Officer, Corporate Secretary, and Promoter

/s/ Jeff Tindale Jeff Tindale Director

ON BEHALF OF THE BOARD OF DIRECTORS

/s/ Ashvani Guglani Ashvani Guglani Director

/s/ Greg Clough Greg Clough Director

CERTIFICATE OF THE PROMOTER

Dated: April 16, 2021

/s/ Darren Tindale

Darren Tindale

B-2

CERTIFICATE OF THE AGENT

Dated: April 16, 2021

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

HAYWOOD SECURITIES INC.

/s/ Don Wong Don Wong Vice President, Investment Banking

C-1

ACKNOWLEDGMENT – PERSONAL INFORMATION

“Personal Information” means any information about an identifiable individual, and includes the information contained in any Items in the attached prospectus that are analogous to Items 4.2, 6.7, 11.1, 13.1, 14, 15, and 21 of Form 3A of the CPC Policy, as applicable.

The undersigned hereby acknowledges and agrees that it has obtained the express written consent of each individual to:

(i) the disclosure of Personal Information by the undersigned to the Exchange (as defined in Appendix 6B) pursuant to the prospectus; and
(ii) the collection, use and disclosure of Personal Information by the Exchange for the purposes described in Appendix 6B or as otherwise identified by the Exchange, from time to time.

ON BEHALF OF THE BOARD OF DIRECTORS

/s/ Darren Tindale

Director, Chief Executive Officer, Chief Financial Officer and Corporate Secretary

AI assistant

Whatcom Capital II Corp. — Capital/Financing Update 2021

48113_rns_2021-04-16_ec803a7a-41a5-4590-9773-bca94f24f100.pdf

PRELIMINARY PROSPECTUS

Market for Securities

Risk Factors

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

Maximum Investment

Receipt of Subscriptions

TABLE OF CONTENTS

GLOSSARY

"CPC" or "Capital Pool Company" means a corporation:

"Principal" means:

"Pro Group" means:

PROSPECTUS SUMMARY

THE ISSUER

BUSINESS OF THE ISSUER

Preliminary Expenses

Proposed Operations until Completion of the Qualifying Transaction

Method of Financing

Criteria for a Qualifying Transaction

Filings and Shareholder Approval of a Qualifying Transaction

Potential Qualifying Transactions

Initial Listing Requirements

Trading Halts, Suspension and Delisting

Refusal of Qualifying Transaction

USE OF PROCEEDS

Proceeds and Principal Purposes:

Estimated total net proceeds (on completion of the Offering)[(3)]

Notes:

Permitted Use of Funds

Prohibited Payments to Non-Arm’s Length Parties

Private Placements for Cash

Finder’s Fees

PLAN OF DISTRIBUTION

Agency Agreement and Agent’s Compensation

Best Efforts Offering and Minimum Distribution

Other Securities To Be Distributed

Determination of Price

Listing Application

Venture Issuer

Restrictions on Trading

DESCRIPTION OF THE SECURITIES DISTRIBUTED

Common Shares

Preferred Shares

CAPITALIZATION

OPTIONS TO PURCHASE SECURITIES

Stock Option Terms

CPC Stock Options

PRIOR SALES

Note:

ESCROWED SECURITIES

Escrowed Securities Prior to the Completion of the Qualifying Transaction

Under the CPC Escrow Agreement:

Escrowed Securities on Qualifying Transaction

PRINCIPAL SHAREHOLDERS

Notes:

DIRECTORS, OFFICERS AND PROMOTERS

Name, Address, Occupation, Security Holdings and Involvement with Other Reporting Issuers

Darren Tindale, Age 49, Director, CEO, CFO, Corporate Secretary & Promoter

Jeff Tindale, Age 50, Director

Greg Clough, Age 47, Director

Ashvani Guglani, Age 41, Director

Joerg Schweizer, Age 51, Director

Exchange Requirements

Aggregate Ownership of Securities

Other Reporting Issuer Experience

Cease Trade Orders

Penalties or Sanctions

Bankruptcies

Conflicts of Interest

AUDIT COMMITTEE

Audit Committee

Composition of Audit Committee

Relevant Education and Experience

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees

EXECUTIVE COMPENSATION

Whatcom Capital II Corp. Capital/Financing Update 2021