Whitewater Acquisition Corp.

A copy of this preliminary prospectus has been filed with the securities regulatory authorities in each of the provinces of British Columbia and Alberta and with the TSX Venture Exchange Inc. (the “ Exchange ”) 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.

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

PRELIMINARY PROSPECTUS

INITIAL PUBLIC OFFERING

July 14 2021

WHITEWATER ACQUISITION CORP. (a Capital Pool Company)

OFFERING: $250,000 (2,500,000 Common Shares) Price: $0.10 per Common Share

Whitewater Acquisition Corp. (the “ Corporation ”) hereby offers through its agent, Haywood Securities Inc. (the “ Agent ”), 2,500,000 common shares (the “ Common Shares ”) in the capital of the Corporation (the “ Offering ”) for gross proceeds of $250,000 at a price of $0.10 per Common Share. This prospectus qualifies the distribution of 2,500,000 Common Shares.

The purpose of this offering is to provide the Corporation with a minimum amount of funds with which to identify and evaluate businesses or assets with a view to completing a Qualifying Transaction (as hereafter defined). Any proposed Qualifying Transaction must be approved by the Exchange and, in the case of a Non-Arm's Length Qualifying Transaction (as hereafter defined), must also receive Majority of the Minority Approval (as hereafter defined) in accordance with Exchange Policy 2.4 – Capital Pool Companies (the “ CPC Policy ”). The Corporation is a Capital Pool Company (“ CPC ”). It has not commenced commercial operations and has no assets other than a minimum amount of cash as further set out in this prospectus. Except as specifically contemplated in the CPC Policy, until the Completion of the Qualifying Transaction (as hereafter defined), the Corporation will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing a proposed Qualifying Transaction. See “ Business of the Corporation ” and “ Use of Proceeds ”.

	Price to the Public	Agent's Commission(1)	Net Proceeds to the
			Corporation(2)

Per Common Share	$0.10	$0.01	$0.09
Total Offering	$250,000	$25,000	$225,000

Notes :

(1) The Agent and its sub-agents, if any, will receive a cash commission (the “ Agent's Commission ”) equal to 10% of the gross proceeds of the Offering, payable at the closing of the Offering. In addition, the Agent and its sub-agents, if any, will be paid a corporate finance fee of $10,000 plus applicable taxes (the “ Corporate Finance Fee ”) payable in cash at the closing of the Offering and will be granted non-transferable warrants (the “ Agent's Warrants ”) to purchase such number of Common Shares (the “ Agent’s Shares ”) as is equal to 10% of the aggregate number of Common Shares sold pursuant to the Offering, exercisable at a price of $0.10 per Agent’s Share, until the earlier of: (i) the date that is 60 months from the closing of the Offering; and (ii) the date that is 12 months from the closing of the Qualifying Transaction. This prospectus qualifies the distribution of the Agent's Warrants and the issuance of the Agent’s Shares to the maximum extent permissible under National Instrument 41-101 – General Prospectus Requirements . See “ Plan of Distribution ”. In addition, the Agent will be reimbursed for their expenses, including reasonable fees, disbursements and taxes of the Agent’s legal counsel.

(2) Before deducting the costs and expenses of this Offering estimated to be approximately $106,250 (excluding the Agent’s Commission). See “ Use of Proceeds ”

This Offering is made on a commercially reasonable efforts agency basis by the Agent and is subject to receipt by the Corporation of a minimum subscription of 2,500,000 Common Shares for total gross proceeds to the Corporation of $250,000. The offering price of the Common Shares was determined by negotiation between the Corporation and the Agent. All funds received from subscriptions for the Common Shares will be held by the Agent pursuant to the terms of the Agency Agreement (as defined herein) and will not be released until a minimum of $250,000 has been deposited and the Agent deems as satisfied all conditions to such release pursuant to the terms of the Agency Agreement. If the minimum subscription is not raised within 90 days of the issuance of a receipt for the final prospectus or such other time as may be agreed upon by Persons 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 ”.

This prospectus also qualifies for distribution stock options (the “ CPC Stock Options ”) to be granted to the directors and officers of the Corporation immediately following the completion of the Offering, exercisable to purchase a maximum of 750,000 Common Shares. Each CPC Stock Option will be exercisable to purchase one Common Share at an exercise price of $0.10 for a period of 5 years following the date of grant. The CPC Stock Options are qualified for distribution under this prospectus. See “ Options to Purchase Securities ”.

Market for Securities

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

The Corporation has applied to list the Common Shares (including the Common Shares issuable upon the exercise of the Agent's Warrants and the CPC Stock Options) on the Exchange. Listing is subject to the Corporation fulfilling all of the requirements of the Exchange, including distribution of the Common Shares to a minimum number of public securityholders.

As at the date of the prospectus, the Corporation does not have any of its securities listed or quoted, has not applied to list or quote any of its securities and does not intend to apply to list or quote any of its securities on the Toronto Stock Exchange, Aequitas NEO Exchange Inc., 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 and the grant of the Agent's Warrants and the grant of the CPC Stock Options, trading in all securities of the Corporation is prohibited during the period between the date a receipt for the preliminary prospectus is issued by the securities commission that is designated the principal regulator pursuant to Multilateral Instrument 11-102 - Passport System and National Policy 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions and the time the Common Shares are listed for trading on the Exchange, except subject to prior acceptance of the Exchange, where appropriate registration and prospectus exemptions are available under securities legislation or where the applicable securities 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 Corporation's business and its present stage of development. This Offering is suitable only to those investors who are prepared to risk the loss of their entire investment. See “ Risk Factors ”.

The Corporation has not commenced commercial operations and has no assets other than cash. It has no history of earnings and will not generate earnings or pay dividends until at least after the Completion of the Qualifying Transaction. Until Completion of the Qualifying Transaction, the Corporation is not permitted to carry on any business other than the identification and evaluation of potential Qualifying Transactions. The Corporation may determine that current markets, terms of acquisition or pricing conditions make such potential acquisitions uneconomic. The

iii

Corporation may find that even if the terms of a potential acquisition are economic, the Corporation may not be able to finance such acquisition and additional funds may be required. Where the investment or acquisition is financed by the issuance of shares from the Corporation's treasury, control of the Corporation may change and shareholders may suffer further dilution of their investment. The Corporation will be in competition with other entities with greater resources. See “ Corporate Structure ”, “ Business of the Corporation ” and “ Use of Proceeds ”.

The directors and officers of the Corporation will only devote a portion of their time to the business and affairs of the Corporation, and some of them are or will be engaged in other projects or businesses such that conflicts of interest may arise from time to time. See “ Directors, Officers and Promoters ”.

There can be no assurance that an active and liquid market for the Common Shares will develop, and an investor may find it difficult to resell its Common Shares.

Upon completion of the Offering, investors acquiring the Common Shares offered by this prospectus will suffer an immediate dilution on investment of approximately 30% or approximately $0.03 per Common Share before deduction of selling commissions or related expenses of the issue. See “ Dilution ”.

The Corporation has only limited funds with which to identify and evaluate potential Qualifying Transactions, and there can be no assurance that the Corporation will be able to identify a suitable Qualifying Transaction. Further, even if a proposed Qualifying Transaction is identified, there can be no assurance that the Corporation will be able to complete the Qualifying Transaction. The Qualifying Transaction may be financed in whole or in part by the issuance of additional securities by the Corporation, and this may result in further dilution to investors. See “ Use of Proceeds ”.

The Corporation may change, and shareholders may suffer further dilution of their investment. The Corporation will be in competition with other entities with greater resources. See “ Corporate Structure ”, “ Business of the Corporation ” and “ Use of Proceeds ”.

The Corporation may incur additional expenses or delays due to capital market uncertainty and business disruptions caused by the COVID-19 global pandemic. The future impact of the outbreak is highly uncertain and cannot be predicted. There can be no assurance that such disruptions, delays and expenses will not have a material adverse impact on the Corporation's ability to complete the Offering or identify and successfully complete a proposed Qualifying Transaction. See “ Risk Factors ”.

In the event that management or directors of the Corporation reside outside of Canada or the Corporation identifies a foreign business or assets as a proposed Qualifying Transaction, investors may find it difficult or impossible to effect service or notice to commence legal proceedings upon any management or director residing 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.

As a result of these factors, the Offering is suitable only to investors who are willing to rely solely on the management of the Corporation and who can afford to lose their entire investment. Those investors who are not prepared to do so should not invest in the Common Shares. See “ Business of the Corporation ”, “ Directors, Officers and Promoters ”, “ Use of Proceeds ” and “ Risk Factors ”.

Maximum Investment

Pursuant to the CPC Policy, 75% of the total number of Common Shares (1,875,000 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% of the total number of Common Shares offered under this prospectus (50,000 Common Shares); and

(b) the maximum number of Common Shares that may be directly or indirectly purchased by any one purchaser, together with that purchaser's Associates and Affiliates, is 4% of the total number of Common Shares offered under this prospectus (100,000 Common Shares).

Enforcement of Judgments against Foreign Persons

The following individual resides outside of Canada and has appointed the following agent as his agent for service of process:

Name of Individual	Role	Name and Address of Agent
David Henstridge	CEO, CFO, Corporate Secretary and Director	Chase Management Ltd. 1305 – 1090 West Georgia Street Vancouver,BC,V6E 3V7

Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any Person that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process.

Receipt of Subscriptions

The Agent hereby offers for sale the Common Shares on a commercially reasonable efforts agency basis as Agent on behalf of the Corporation. The Common Shares are conditionally offered, subject to prior sale, if, as and when issued by the Corporation, and in accordance with the conditions contained in the Agency Agreement referred to under “ Plan of Distribution ” and subject to the approval by Maxis Law Corporation, on behalf of the Corporation, and by MLT Aikins LLP, on behalf of the Agent, of such legal matters for which approval is specifically sought by the Corporation or the Agent.

Subscriptions will be received subject to rejection or allotment in whole or in part, and the Corporation reserves the right to close the subscription books at any time without notice. It is expected that share certificates or similar entitlements evidencing the Common Shares in definitive form will be available for delivery at closing of this Offering unless the Agent elects for delivery in electronic book entry form through CDS Clearing and Depository Services Inc. (“ CDS ”) or its nominee. If delivered in book entry form, purchasers of Common Shares will receive only a customer confirmation from the registered dealer that is a CDS participant and from or through which the Common Shares were purchased.

No Person is authorized to provide any information or to make any representation in connection with the Offering other than as contained in this prospectus.

HAYWOOD SECURITIES INC.

200 Burrard Street, Suite 700, Waterfront Centre Vancouver, BC V6C 3L6 Tel: (604) 697-7100 Fax: (604) 697-7199

GLOSSARY .................................................................................................................................................................. 1 PROSPECTUS SUMMARY ......................................................................................................................................... 8 CORPORATE STRUCTURE ..................................................................................................................................... 10 Name, Incorporation and Place of Business .................................................................................................. 10 BUSINESS OF THE CORPORATION ...................................................................................................................... 10 Preliminary Expenses .................................................................................................................................... 10 Proposed Operations until Completion of the Qualifying Transaction ......................................................... 10 Method of Financing ..................................................................................................................................... 10 Criteria for a Qualifying Transaction ............................................................................................................ 10 Filings and Shareholder Approval of a Non-Arm's Length Qualifying Transaction ..................................... 11 Initial Listing Requirements .......................................................................................................................... 12 Trading Halts, Suspensions and Delisting ..................................................................................................... 12 Refusal of Qualifying Transaction ................................................................................................................ 12 USE OF PROCEEDS .................................................................................................................................................. 12 Permitted Use of Funds ................................................................................................................................. 13 Private Placements for Cash .......................................................................................................................... 15 Prohibited Payments to Non-Arm's Length Parties ....................................................................................... 15 Finder’s Fees ................................................................................................................................................. 15 PLAN OF DISTRIBUTION ........................................................................................................................................ 16 Agency Agreement and Agent’s Compensation ........................................................................................... 16 Commercially Reasonable Efforts Offering and Minimum Distribution ...................................................... 17 Other Securities to be Distributed ................................................................................................................. 17 Determination of Price .................................................................................................................................. 17 Conditional Listing Approval ........................................................................................................................ 17 Venture Issuer ............................................................................................................................................... 17 Restriction on Trading ................................................................................................................................... 17 DESCRIPTION OF SECURITIES DISTRIBUTED ................................................................................................... 18 General ........................................................................................................................................................ 18 Common Shares ............................................................................................................................................ 18 CAPITALIZATION .................................................................................................................................................... 18 OPTIONS TO PURCHASE SECURITIES ................................................................................................................. 18 CPC Stock Options ........................................................................................................................................ 18 Stock Option Plan Terms .............................................................................................................................. 19 PRIOR SALES ............................................................................................................................................................ 19 ESCROWED SECURITIES ........................................................................................................................................ 20 Securities Escrowed Prior to the Completion of the Qualifying Transaction ................................................ 20 Escrowed Securities on Qualifying Transaction............................................................................................ 22 PRINCIPAL SHAREHOLDERS ................................................................................................................................ 22 DIRECTORS, OFFICERS AND PROMOTERS ........................................................................................................ 23 Name, Address, Occupation, Security Holdings and Involvement with Other Reporting Issuers ............................................................................................................................................................ 23 Directors and Officers of the Corporation ..................................................................................................... 24 Other Reporting Issuer Experience ............................................................................................................... 24 Corporate Cease Trade Orders ...................................................................................................................... 25 Penalties or Sanctions .................................................................................................................................... 26 Bankruptcies .................................................................................................................................................. 26 Conflict of Interests ....................................................................................................................................... 26 AUDIT COMMITTEE ................................................................................................................................................ 26

Audit Committee Charter .............................................................................................................................. 26 Composition of Audit Committee ................................................................................................................. 27 Relevant Education and Experience of Audit Committee Members ............................................................. 27 Audit Committee Oversight .......................................................................................................................... 27 Reliance on Certain Exemptions ................................................................................................................... 27 Pre-Approval Policies and Procedures .......................................................................................................... 27 External Auditor Service Fees (By Category) ............................................................................................... 28 Exemption ..................................................................................................................................................... 28 EXECUTIVE COMPENSATION ............................................................................................................................... 28 Remuneration ................................................................................................................................................ 28 DILUTION .................................................................................................................................................................. 28 RISK FACTORS ......................................................................................................................................................... 29 LEGAL PROCEEDINGS ............................................................................................................................................ 30 RELATIONSHIP BETWEEN THE CORPORATION AND THE AGENT .............................................................. 30 RELATIONSHIP BETWEEN THE CORPORATION AND PROFESSIONAL PERSONS..................................... 30 AUDITORS, TRANSFER AGENTS AND REGISTRARS ....................................................................................... 31 INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ........................................ 31 MATERIAL CONTRACTS ........................................................................................................................................ 31 OTHER MATERIAL FACTS ..................................................................................................................................... 31 DIVIDEND POLICY .................................................................................................................................................. 31 ELIGIBILITY FOR INVESTMENT........................................................................................................................... 31 PURCHASER'S STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION ............................................... 32 FINANCIAL STATEMENTS ..................................................................................................................................... 32 SCHEDULE “A” – AUDIT COMMITTEE CHARTER ......................................................................................... A-1 SCHEDULE “B” – FINANCIAL STATEMENTS ................................................................................................... B-1 CERTIFICATE OF THE CORPORATION ............................................................................................................. C-1 CERTIFICATE OF THE PROMOTER ................................................................................................................... C-2 CERTIFICATE OF THE AGENT ........................................................................................................................... C-3

GLOSSARY

The following is a glossary of terms and abbreviations used frequently throughout this prospectus.

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

A Company is an “ Affiliate ” of another Company if:

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

A Company is “ controlled ” by a Person if:

(a) Voting Shares of the Company are held, other than by way of security only, by or for the benefit of that Person, and
(b) the Voting Shares, if voted, entitle the Person to elect a majority of the directors of the Company.
A Person beneficially owns securities that are beneficially owned by:
(a) a Company controlled by that Person, or
(b) an Affiliate of that Person or an Affiliate of any Company controlled by that Person.
“ Agency Agreement ” means the agency agreement dated as of [●], 2021 between the Corporation and the Agent.
“ Agent ” means Haywood Securities Inc.

“ Agent's Commission ” means the cash commission payable to the Agent and its sub-agents, if any, equal to 10% of the gross proceeds of the Offering.

“ Agent's Shares ” means Common Shares acquired upon exercise of the Agent's Warrants.

“ Agent's Warrants ” means the non-transferable warrants to be granted by the Corporation to the Agent entitling the Agent to purchase the Agent’s Shares in an amount equal to 10% of the number of Common Shares sold pursuant to the Offering at an exercise price of $0.10 per Agent’s Share, expiring the earlier of: (i) the date that is 60 months from the closing of the Offering; and (ii) the date that is 12 months from the closing of the Qualifying Transaction.

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

(a) a Company of which the Person beneficially owns or controls, directly or indirectly, voting securities entitling him to more than 10% of the voting rights attached to all outstanding voting securities of the Company;
(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; and
(d) in the case of a Person who is an individual:
(i) that Person's spouse or child, or

(ii) any relative of that Person or of his spouse who has the same residence as that Person;

but

(e) where the Exchange determines that two Persons shall, or shall not, be deemed to be associates with respect to a Member firm, Member corporation or holding company of a Member corporation, then such determination shall be determinative of their relationships in the application of Rule D. 1.00 of the Exchange Rule Book and Policies with respect to that Member firm, Member corporation or holding company.

“ CEO ” means chief executive officer.

“ CFO ” means chief financial officer.

“ Commissions ” mean the British Columbia Securities Commission and the Alberta Securities Commission.

“ Common Shares ” means the common shares in the capital of the Corporation.

“ Company ” means, unless specifically indicated otherwise, 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 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 Documents ” 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.

“ Corporate Finance Fee ” means the non-refundable fee of $10,000 plus applicable taxes payable to the Agent at the closing of the Offering.

“ Corporation ” means Whitewater Acquisition Corp.

“ CPC ” or “ Capital Pool Company ” means a corporation or trust:
(a) that has filed and obtained a receipt for a preliminary CPC prospectus from one or more of the Commissions in compliance with the CPC Policy; and
(b) in regard to which the Final QT Exchange Bulletin has not yet been issued.

“ 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 Corporation and the Significant Assets.

“ 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 Corporation and the Significant Assets.

“ CPC Policy ” means Policy 2.4 – Capital Pool Companies of the Exchange effective January 1, 2021.

“ CPC Stock Options ” means the stock options of the Corporation to be granted to certain directors and officers of the Corporation immediately following the completion of the Offering, exercisable to purchase a maximum of 750,000 Common Shares at a price of $0.10 per Common Share for a period of 5 years following the date of grant.

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

“ Escrow Agreement ” means the escrow agreement dated as of [●], 2021 among the Corporation, the Transfer Agent and certain shareholders of the Corporation.

“ Exchange ” or “ TSXV ” means the TSX Venture Exchange Inc.

“ Exchange Requirements ” means and includes the articles, by-laws, policies, circulars, rules (including UMIR), guidelines, orders, notices, rulings, forms, decisions and regulations of the Exchange as from time to time enacted, any instructions, decisions and directions of a Regulation Services Provider or the Exchange (including those of any committee of the Exchange as appointed from time to time), the Securities Act (Alberta) and the rules and regulations thereunder as amended, the Securities Act (British Columbia) and the rules and regulations thereunder as amended and any policies, rules, orders, rulings, forms or regulations from time to time enacted by the Commissions and all applicable provisions of the Securities Laws of any other jurisdiction.

“ 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.

“ Geological Report ” means:

(a) in the case of a mining property, a report prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects or any successor instrument, or
(b) in the case of an oil and gas property, a report with supporting materials prepared in accordance with National Instrument 51-101 – Standards of Disclosure for Oil and Gas Activities and the Canadian Oil and Gas Evaluation Handbook maintained by the Society of Petroleum Evaluation Engineers (Calgary Chapter), as amended from time to time.

“ Initial Public Offering ” or “ IPO ” means a transaction that involves an Issuer issuing securities from its treasury pursuant to its first prospectus.

“ Insider ” if used in relation to an Issuer, means:

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

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

“ Majority of the Minority Approval ” means the approval by the majority of the votes cast at a meeting of the shareholders of the CPC, or by the written consent of shareholders of the CPC 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.

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

“ NI 52-110 ” means National Instrument 52-110 – Audit Committees .

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

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

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

“Offering” means the offering of 2,500,000 Common Shares in accordance with the terms of this prospectus.

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

“Person” means a Company or individual.

“Principal” means:

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

(b) a director or senior officer of the Issuer or any of its material operating subsidiaries at the time of the IPO prospectus or Final QT Exchange Bulletin;
(c) a 20% holder - a Person that holds securities carrying more than 20% of the voting rights attached to the Issuer's outstanding securities immediately before and immediately after the Issuer's IPO or immediately after the Final QT Exchange Bulletin for non IPO transactions; 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 QT Exchange Bulletin for non IPO transactions; and
(ii) has elected or appointed, or has the right to elect or appoint, one or more directors or senior officers of the Issuer or any of its material operating subsidiaries.

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

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

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

“Pro Group”

(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.

“ 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.

“Regulation Services Provider” has the meaning ascribed to it in National Instrument 21-101 - Marketplace Operation and refers to the Investment Industry Regulatory Organization of Canada or any successor retained by the Exchange.

“Related Party Transaction” has the meaning ascribed to it under 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-Arm's Length Parties or other circumstances exist which may compromise the independence of the Issuer with respect to the transaction.

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

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

“SEDAR” means the System for Electronic Document Analysis and Retrieval.

“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 specified in Exchange Policy 1.1 – Interpretation.

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

“Stock Option Plan” means the incentive stock option plan established by the Corporation.

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

“Tax Act” means the Income Tax Act (Canada) and the regulations thereunder.

“ Transfer Agent ” means Endeavor Trust Corporation.

“UMIR” means the Universal Market Integrity Rules adopted by the Exchange and as may be amended from time to time and administered and enforced by the Exchange or any Regulation Services Provider retained by the Exchange.

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

“ Voting Share ” means a security of an Issuer that:
(a) is not a debt security; and
(b) 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 Corporation	Whitewater Acquisition Corp.
Business of the	The principal business of the Corporation will be the identification and evaluation of
Corporation	assets or businesses with a view to completing a Qualifying Transaction. The
	Corporation has not commenced commercial operations and has no assets other than
	a minimum amount of cash. See “Business of the Corporation”.
Offering	A total of 2,500,000 Common Shares are being offered under this prospectus at a
	price of $0.10 per Common Share for gross proceeds of $250,000. This Offering is
	made on a commercially reasonable efforts agency basis by the Agent. In addition,
	pursuant to the Agency Agreement, the Corporation will grant to the Agent and its
	designated sub-agents, if any, the Agent’s Warrants to purchase the equivalent of
	10% of the aggregate number of Common Shares sold pursuant to the Offering at an
	exercise price of $0.10 per Agent’s Share which will be exercisable for a period
	ending the earlier of: (i) the date that is 60 months from the closing of the Offering;
	and (ii) the date that is 12 months from the closing of the Qualifying Transaction.
	The Corporation also intends to grant the CPC Stock Options to the directors and
	officers of the Corporation to purchase a maximum of 750,000 Common Shares to
	be granted immediately following closing of the Offering. The Agent's Warrants and
	CPC Stock Options are qualified for distribution under this prospectus. See “Plan of
	Distribution” and “Options to Purchase Securities”.
Use of Proceeds	Assuming completion of this Offering, the total net proceeds to the Corporation,
	accounting for total cash proceeds raised prior to this Offering, net of all expenses,
	will be approximately $412,150. The net proceeds of this Offering will be used to
	provide the Corporation with a minimum of funds with which to identify and
	evaluate assets or businesses for acquisition with a view to completing a Qualifying
	Transaction. The Corporation may not have sufficient funds to secure such
	businesses or assets once identified and evaluated, and additional funds may be
	required. See “Use of Proceeds” for details of the restrictions and prohibitions on the
	Corporation's use of funds and “Risk Factors”.
Directors and	David Henstridge CEO, CFO, Corporate Secretary and
Management	Director
	Nick DeMare Director
	Michael Varabioff Director
	See “Directors and Officers”.
Escrow	5,100,000 of the currently issued and outstanding Common Shares of the
	Corporation, and all of the CPC Stock Options, being 750,000 CPC Stock Options,
	will be deposited in escrow pursuant to the terms of an Escrow Agreement and will
	be released from escrow in stages over a period of 18 months from the date of the
	Final QT Exchange Bulletin. See “Escrowed Securities”.
Risk Factors	There is currently no established market for the Common Shares. Investment in the
	Common Shares must be regarded as highly speculative due to the proposed nature
	of the Corporation's business and its present stage of development. The Corporation
	was only recently incorporated and has no active business or assets other than cash.
	It does not have a history of earnings and has not paid any dividends, and it 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 Corporation and can afford to risk the loss of their entire investment.

The directors and the officers of the Corporation will only devote part of their time and attention to the affairs of the Corporation, and there are potential conflicts of interest to which some of the directors and officers of the Corporation will be subject in connection with the operations of the Corporation.

Assuming completion of the Offering, an investor will suffer an immediate dilution on investment of $0.03148 per Common Share or 31.48% on the basis of there being 8,100,000 Common Shares issued and outstanding following the completion of the Offering, before deduction of selling commissions or related expenses of the issue. An acquisition financed by the issuance of treasury shares could result in a change in control of the Corporation and may cause the shareholders' interest in the Corporation to be further diluted. There can be no assurance that an active and liquid market for the Common Shares will develop, and an investor may find it difficult to resell the Common Shares.

Until the Completion of a Qualifying Transaction, the Corporation will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction. The Corporation has only limited funds with which to identify and evaluate possible Qualifying Transactions, and there can be no assurance that the Corporation will be able to identify or complete a suitable Qualifying Transaction.

The global pandemic caused by COVID-19 may result in additional expenses and delays to the Corporation, the impact of which is uncertain on the Corporation at this time.

A Qualifying Transaction may involve the acquisition of a business or assets located outside of Canada. In the event that the Corporation identifies a foreign business or assets as a proposed Qualifying Transaction, investors may find it difficult or impossible to effect service or notice to commence legal proceedings upon any management, directors or experts residing outside of Canada or upon the foreign business or the Resulting Issuer and may find it difficult or impossible to enforce against such Persons judgments obtained in Canadian courts predicated upon the civil liability provisions applicable to securities laws in Canada.

See “ Risk Factors ” for more detailed information on the risks of an investment in the Common Shares. Also see “ Corporate Structure ”, “ Directors, Officers and Promoters ”, “ Business of the Corporation ” and “ Use of Proceeds ”.

CORPORATE STRUCTURE

Name, Incorporation and Place of Business

The full corporate name of the Corporation is Whitewater Acquisition Corp. The Corporation was incorporated under the laws of the Province of British Columbia pursuant to the Business Corporations Act (British Columbia) on April 21, 2021. The registered address and the head office of the Corporation are located at 1305 – 1090 West Georgia Street, Vancouver, BC, V6E 3V7.

BUSINESS OF THE CORPORATION

Preliminary Expenses

As of the date hereof, the Corporation has incurred preliminary expenses totaling approximately $11,600 (inclusive of applicable taxes), and the Corporation has advanced a retainer to the Agent for expenses, including legal fees, in the aggregate amount of $10,000. On closing of the Offering, the Corporation will pay a corporate finance fee of $10,000 (exclusive of applicable taxes).

Upon completion of the Offering, the retainer which has been paid to the Agent will be applied towards the payment of the corporate finance fee and/or the expenses of the Agent and its legal counsel.

Certain of the proceeds from the Offering will be utilized to satisfy the obligations of the Corporation related to the Offering, including expenses of the Corporation’s auditors and legal counsel, the Agent and the Agent’s legal counsel. See “ Use of Proceeds ”.

Proposed Operations until Completion of the Qualifying Transaction

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

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

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

Method of Financing

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

Criteria for a Qualifying Transaction

The Corporation will consider acquisitions of assets or businesses operated or located both inside and outside of Canada, as permitted by the CPC Policy. The board of directors of the Corporation must approve any proposed Qualifying Transaction and will examine proposed acquisitions, having regard to sound business fundamentals and to

the expertise and experience of the directors. In exercising their powers and discharging their duties in relation to a proposed Qualifying Transaction, the directors will act honestly and in good faith with a view to the best interests of the Corporation and will exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

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

Upon the Corporation reaching a Qualifying Transaction Agreement, the Corporation must issue a comprehensive news release, at which time the Exchange generally will halt trading in the Common Shares until the filing requirements of the Exchange have been satisfied as set forth under “ Trading Halts, Suspensions and Delisting ”. Within 75 calendar days after issuance of such news release, the Corporation 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 Corporation, assuming Completion of the Qualifying Transaction. Where the proposed Qualifying Transaction is a Non-Arm's Length Qualifying Transaction, the Corporation 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 Corporation 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 Corporation 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 Corporation 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 Corporation are halted from trading; or
(ii) the Completion of the Qualifying Transaction, if the securities of the Corporation are not halted from trading;
(b) where shareholder approval is required and is to be obtained at a meeting of shareholders, the Corporation will file on SEDAR and mail to its shareholders the notice of meeting, CPC Information Circular and form of proxy, together with any other required documents; and
(c) where shareholder approval is required and is to be obtained by written consent, the Corporation will file on SEDAR the final Disclosure Document.

If required by the Exchange, the Corporation will engage a Sponsor, who must be a Member 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 Corporation 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:

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

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

Initial Listing Requirements

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

Trading Halts, Suspensions and Delisting

The Exchange will generally halt trading in the Common Shares from the date of the public announcement of a Qualifying Transaction Agreement until all filing requirements of the Exchange have been satisfied, which includes the submission of a Sponsorship Acknowledgment Form where the Qualifying Transaction is subject to sponsorship. In addition, all individuals who may be directors, senior officers, promoters or Insiders of the Resulting Issuer must file a Form 2A – Personal Information Form or, if applicable, a Form 2C1 – Declaration 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 Corporation fails to file the supporting documents relating to the Qualifying Transaction within a period of 75 calendar days after public announcement of the Qualifying Transaction Agreement or if the Corporation fails to file post-meeting or final documents, as applicable, within the time required. A trading halt may also be imposed if a Sponsor terminates its sponsorship.

In the event that the Common Shares are delisted by the Exchange, within 90 days from the date of such delisting, the Corporation 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 Corporation, determine to deal with the remaining assets in some other manner. See “ Filings and Shareholder Approval of a NonArm's Length Qualifying Transaction ” above.

Refusal of Qualifying Transaction

The Exchange, in its sole discretion, may choose not to 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

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

Proceeds to the Corporation	Offering
Gross cash proceeds received by the Corporation from the sale of Common Shares prior to this Offering (1)	$305,000

Less: Expenses and costs relating to raising the cash proceeds referred to above	$11,600
Plus: Gross cash proceeds to be raised by the Corporation from the sale of the Common Shares distributed pursuant to this Offering (2)	$250,000
Less: Expenses and costs relating to the Offering referred to above, incurred to date and expected to be incurred(3)	$131,250
TOTAL NET PROCEEDS ON COMPLETION OF THE OFFERING	$412,150

Funds available for identifying and evaluating assets or business prospects (4)	$352,150
Estimated general and administrative expenses until Completion of the Qualifying Transaction	$60,000
TOTAL USE OF NET PROCEEDS	$412,150

Notes:

(1) See “ Prior Sales”.
(2) In the event the Agent’s Warrants and the CPC Stock Options are exercised, there will be available to the Corporation $100,000 in additional funds, which will be added to the working capital of the Corporation. There is no assurance that any of the Agent’s Warrants or CPC Stock Options will be exercised.
(3) Estimated expenses and costs consist of Agent’s Commission ($25,000), Agent’s Corporate Finance Fee plus tax ($10,500), Agent’s expenses (including legal) plus tax ($15,000), Corporation legal fees plus tax ($30,000), accounting and administration costs plus tax ($10,000), audit fees plus tax ($10,500), transfer agent fees plus tax ($5,000), Commissions and Exchange filing fees plus tax ($20,250), and printing and other miscellaneous Offering expenses plus tax ($5,000).
(4) In the event that the Corporation enters into a Qualifying Transaction Agreement prior to spending all the funds available to it 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 Corporation's purposes, the proceeds will only be invested in securities of, or those guaranteed by, the government of Canada or any province or territory of Canada or the government of the United States of America, or in certificates of deposit or interest-bearing accounts of Canadian chartered banks, trust companies or credit unions.

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

Permitted Use of Funds

Until the Completion of the Qualifying Transaction and except as otherwise specifically provided by the CPC Policy and described in “ Prohibited Payments to Non-Arm's Length Parties ”, “ Private Placements for Cash ” and “ Finder’s Fees ”, the gross proceeds realized from the sale of all securities issued by the Corporation will be used by the Corporation 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 Corporation'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 Corporation (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 Corporation;
(f) escrow agent and transfer agent fees of the Corporation; and
(g) regulatory filing fees of the Corporation.

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 Corporation to a Target Company or Vendor(s) in excess of such $25,000 maximum aggregate may only be made as a secured loan with the prior acceptance of the Exchange where all of the following conditions are satisfied:

(a) the Qualifying Transaction is not a Non-Arm's Length Qualifying Transaction;
(b) the Qualifying Transaction has been announced in a comprehensive news release;
(c) due diligence with respect to the Qualifying Transaction is well underway;
(d) if applicable, a Sponsor has been engaged or the sponsorship requirement has been waived;
(e) the loan has been announced in a new release at least 15 days prior to the date of any such loan; and

(f) the total amount of all deposits, advances and loans from the Corporation does not exceed a maximum of $250,000 in aggregate unless the aggregate amount advanced from the Corporation to the Target Company or the Vendor(s) does not represent more than 20% of the working capital of the Corporation.

Private Placements for Cash

After the closing of the Offering and until the Completion of the Qualifying Transaction, the Corporation 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 Corporation where the gross proceeds raised from the issuance of securities both prior to and pursuant to the Offering, together with any proceeds anticipated to be raised upon closing of the private placement, will exceed $10,000,000. 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 by the Corporation and to Principals of the Resulting Issuer will be subject to escrow.

Prohibited Payments to Non-Arm's Length Parties

Except as described under “ Other Securities to be Distributed ”, “ Name of Agent and Agent's Compensation ” and “ Permitted Use of Funds ” the Corporation 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 Corporation or to a Non-Arm's Length Party to the Qualifying Transaction, or to a Person engaged in investor relations activities, promotional or market-making services in respect of the Corporation or the securities of the Corporation or the 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 Corporation 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 Corporation may pay or reimburse a Non-Arm's Length Party to the Corporation for reasonable general and administrative expenses of the Corporation (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 Corporation may also reimburse a Non-Arm's Length Party to the Corporation for reasonable out-of-pocket expenses incurred in pursuing the business of the Corporation described in “ Permitted Use of Funds ”.

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

Finder’s Fees

Upon Completion of the Qualifying Transaction, the Corporation 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 Corporation; and
(b) to a Non-Arm's Length Party to the Corporation, 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 Corporation and an existing

public company;

(iii) the finder's fee is payable in the form of cash, Common Shares and/or Common Share purchase 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 Corporation or by the written consent of shareholders of the Corporation holding more than 50% of the issued Common Shares, provided that the votes attached to the Common Shares 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 Corporation has appointed the Agent as its agent to offer for sale, on a commercially reasonable efforts agency basis to the public, 2,500,000 Common Shares, as provided in this prospectus, at a price of $0.10 per Common Share for gross proceeds of $250,000, subject to the terms and conditions of the Agency Agreement.

The Agent will receive the Agent's Commission equal to 10% of the aggregate gross proceeds of the Offering. The Corporation will pay the Agent's expenses and legal and search fees, plus disbursements and taxes. In addition, the Corporation will pay to the Agent a Corporate Finance Fee of $10,000 plus applicable taxes at the closing of the Offering and will pay the Agent's expenses and legal fees related to the Offering, not to exceed $12,500 without written approval of the Corporation, plus legal taxes and disbursements.

The Corporation has also agreed to grant to the Agent and its sub-agents, if any, the Agent's Warrants to purchase the equivalent of up to 10% of the aggregate number of Common Shares sold pursuant to the Offering, being 250,000 Common Shares, at a price of $0.10 per Agent’s Share, which may be exercised for a period ending the earlier of: (i) the date that is 60 months from the closing of the Offering; and (ii) the date that is 12 months from the closing of the Qualifying Transaction. This prospectus qualifies the distribution of the Agent's Warrants. The Agent intends to sell to the public any Agent’s Shares received by it upon the exercise of the Agent's Warrants. Not more than 50% of the Agent’s Shares received on the exercise of the Agent's Warrants may be sold by the Agent prior to the Completion of the Qualifying Transaction. The remaining 50% may be sold after the Completion of the Qualifying Transaction.

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

The Corporation shall grant to the Agent, as further outlined in the Agency Agreement, a right of first refusal (the “ Right of First Refusal ”) to act as fiscal advisor, Sponsor and lead agent or lead underwriter, with a minimum of 60% syndicate participation in any transaction, whether debt or equity, required by the Corporation involving an agent or underwriter of a private or public offering the Corporation may undertake for a period commencing on the closing date of the Offering until the date that is the later of the date which falls 24 months from the closing date of the Offering and the date of the closing of the Qualifying Transaction. During the term of the Right of First Refusal,- the Corporation will deliver to the Agent written notice of the terms of any proposed financing, or proposed engagement by another dealer. The Agent will have 10 days to deliver an engagement agreement, or will be deemed to have waived its right.

Commercially Reasonable Efforts Offering and Minimum Distribution

The Offering consists of 2,500,000 Common Shares for total gross proceeds of $250,000. Pursuant to the CPC Policy, 75% of the total number of Common Shares offered under this prospectus, or 1,875,000 Common Shares, 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% of the total number of Common Shares offered under this prospectus (50,000 Common Shares); and
(b) the maximum number of Common Shares that may be directly or indirectly purchased by any one purchaser, together with that purchaser's Associates and Affiliates, is 4% of the total number of Common Shares offered under this prospectus (100,000 Common Shares).

The funds received from the Offering will be deposited with the Agent and will not be released until a minimum of $250,000 has been deposited and the Agent consents to the release thereof. Minimum subscriptions of 2,500,000 Common Shares for total gross proceeds of $250,000 must be raised within 90 calendar days of the issuance of a final receipt for this prospectus, or such other time as may be consented to by Persons who subscribe within that period, failing which the Agent will remit the funds collected to the original subscribers without interest or deduction, unless subscribers have otherwise instructed the Agent.

Other Securities to be Distributed

The Corporation also proposes to grant the CPC Stock Options at the closing of the Offering in accordance with the policies of the Exchange, which are qualified for distribution pursuant to this prospectus. The Corporation proposes to grant the CPC Stock Options to the directors and officers of the Corporation to purchase a maximum of 750,000 Common Shares immediately following closing of the Offering in accordance with the policies of the Exchange. This prospectus qualifies the distribution of 750,000 CPC Stock Options. See “ Options to Purchase Securities ”.

Determination of Price

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

Conditional Listing Approval

Venture Issuer

Restriction on Trading

Other than the initial distribution of the Common Shares pursuant to this prospectus, the grant of the Agent's Warrants and the grant of the CPC Stock Options, no securities of the Corporation will be permitted to be issued during the period between the date a receipt for the preliminary prospectus is issued by the securities 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 Commissions grant a discretionary order.

DESCRIPTION OF SECURITIES DISTRIBUTED

General

The Corporation is authorized to issue an unlimited number of Common Shares, of which, as at the date hereof, 5,600,000 are issued and outstanding as fully paid and non-assessable. The Corporation has reserved an aggregate of 750,000 Common Shares at an exercise price of $0.10 per Common Share pursuant to the CPC Stock Options to be issued immediately following closing of the Offering and expiring 5 years from the date of grant. The Corporation has also reserved 10% of the aggregate number of Common Shares to be issued under the Offering pursuant to the Agent's Warrants, being 250,000 Common Shares at an exercise price of $0.10 per Common Share, expiring the earlier of: (i) the date that is 60 months from the closing of the Offering; and (ii) the date that is 12 months from the closing of the Qualifying Transaction. See “ Plan of Distribution ”.

Common Shares

The holders of Common Shares are entitled to: (i) receive notice of and to vote at every meeting of shareholders of the Corporation and shall have one vote thereat for each such Common Share so held; (ii) subject to the rights attached to any other class of shares of the Corporation ranking senior to the Common Shares, receive such dividends as the directors may from time to time declare on the Common Shares; and (iii) subject to the rights attached to any other class of shares of the Corporation ranking senior to the Common Shares, receive on a pro-rata basis the remaining property of the Corporation in the event of dissolution, liquidation or winding-up of the Corporation or upon any distribution of the assets of the Corporation for the purposes of winding up its affairs.

CAPITALIZATION

The table below shows the capitalization of the Corporation as at the date of the statement of financial position and the date hereof before and after giving effect to this Offering but prior to taking into account the costs of the issue:

Designation			Amount outstanding as at	Amount outstanding assuming
	Amount	Amount outstanding
of			July 14, 2021	completion of the Offering
Securities	authorized	as at May 31, 2021(1)		(2)(3)(4)(5)
Common Shares	Unlimited	$255,000 (5,100,000 Common Shares)	$305,000 (5,600,000 Common Shares)	$555,000 (8,100,000 Common Shares)

Notes:

(1) As of May 31, 2021, the Corporation has not commenced commercial operations.

(2) Does not include the 750,000 Common Shares that will be issuable by the Corporation pursuant to the CPC Stock Options to be issued immediately following the closing of the Offering, which have an exercise price of $0.10 per Common Share and expire 5 years from the date of grant.

(3) 5,100,000 of these Common Shares are subject to escrow restrictions. See “ Escrowed Securities ”.

(4) Does not include the 250,000 Agent’s Shares which may be issued upon exercise of the Agent’s Warrants to be granted by the Corporation. See “ Plan of Distribution” .

(5) Assuming completion of the Offering, $555,000 represents the gross proceeds of the Offering and prior sales of Common Shares without the deduction of related expenses of the Offering or the Agent’s Commission. See “ Use of Proceeds ” and “ Plan of Distribution ”.

OPTIONS TO PURCHASE SECURITIES

CPC Stock Options

CPC Stock Options to purchase up to 750,000 Common Shares are to be granted after closing of this Offering to the directors and officers of the Corporation. The CPC Stock Options will be granted after the closing of the Offering under the Stock Option Plan and will be qualified for distribution and are expected to be allocated on the following basis:

	No. of Common Shares
		Exercise Price per
	reserved under CPC Stock
Name of Optionee	Option(1)	Common Share	Expiry Date
David Henstridge	300,000	$0.10	5 years from date of grant
Nick DeMare(2)	300,000	$0.10	5 years from date of grant
Michael Varabioff	150,000	$0.10	5 years from date of grant
Total	750,000

Note :

(1) The CPC Stock Options to be granted to the directors and officers of the Corporation after the closing of this Offering (subject to regulatory approval) are qualified for distribution pursuant to this prospectus. Such CPC Stock Options shall be exercisable for a period of 5 years from the date of grant.

(2) 150,000 of the CPC Stock Options are in the name of Chase Management Ltd., a Company owned by Nick DeMare.

Stock Option Plan Terms

The Corporation adopted the Stock Option Plan on June 17, 2021 pursuant to which the board of directors of the Corporation may from time to time, in its discretion, and in accordance with the Exchange requirements, grant to directors, senior officers and technical consultants to the Corporation non-transferable CPC Stock Options to purchase Common Shares, provided that the number of Common Shares reserved for issuance will not exceed 10% of the 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 senior 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 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 option holder ceases to be a director, senior officer or technical consultant of the Corporation, 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 ”.

PRIOR SALES

Since the date of incorporation of the Corporation, 5,600,001 Common Shares have been issued, and there are currently 5,600,000 Common Shares that are issued and outstanding:

	Number of Common	Per Share	Aggregate Value of	Nature of
Date of Issue	Shares	Consideration	Consideration	Consideration
April 21, 2021	1(1)	$1.00	$1.00	Cash
May 31, 2021	5,100,000(2)(3)	$0.05	$255,000	Cash
June 3, 2021	500,000	$0.10	$50,000	Cash

Notes :

(1) This Common Share was gifted back to the Corporation and cancelled on May 31, 2021.

(2) These Common Shares will be subject to escrow pursuant to the CPC Policy. See “ Escrowed Securities ”.
(3) 100,000 of these Common Shares have been issued, either directly or indirectly, to Haywood Securities Inc. in trust for Paul Eto, a member of the Pro Group.

ESCROWED SECURITIES

Securities Escrowed Prior to the Completion of the Qualifying Transaction

All of the 5,100,000 Common Shares issued prior to this Offering at a price below $0.10 per Common Share and all Common Shares that may be acquired from treasury by Non-Arm's Length Parties of the Corporation either under the Offering or otherwise prior to the date of the Final QT Exchange Bulletin will be deposited with the Transfer Agent under the 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 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 $0.10 per Common Share are also subject to escrow under the Escrow Agreement.

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

			Percentage of
		Number of	Common Shares	Percentage of	Number of
Name and Municipality		Common	Prior to Giving	Common Shares	CPC Stock
of Residence of	Common	Shares held in	Effect to the	after Giving Effect	Options held
Shareholder	Shares	Escrow	Offering	to the Offering(1)	in Escrow
David Henstridge Victoria, Australia	1,600,000	1,600,000	28.57%	19.75%	300,000
Nick DeMare Burnaby, British Columbia	500,000	500,000	8.93%	6.17%	150,000
Chase Management Ltd.(2) Vancouver, British Columbia	200,000	200,000	3.57%	2.47%	150,000
DNG Capital Corp.(3) Vancouver, British Columbia	900,000	900,000	16.07%	11.11%	-
DNN Investments Ltd.(4) Vancouver, British Columbia	700,000	700,000	12.5%	8.64%	-
JIPA & Associates Holdings Ltd.(5) Vancouver, British Columbia	300,000	300,000	5.36%	3.70%	-
Michael Varabioff Law Corporation(6) Vancouver, British Columbia	800,000	800,000	14.29%	9.88%	-

			Percentage of
		Number of		Percentage of	Number of
			Common Shares
Name and Municipality
		Common	Prior to Giving	Common Shares	CPC Stock
	Common
of Residence of		Shares held in	Effect to the	after Giving Effect	Options held
Shareholder	Shares	Escrow	Offering	to the Offering(1)	in Escrow
Michael Varabioff Vancouver, British Columbia	-	-	-	-	150,000
Haywood Securities Inc. in trust for Paul Eto(7) Vancouver, British Columbia	100,000	100,000	1.79%	1.23%	-

Notes :

(1) Assuming that no Common Shares are purchased by these shareholders under the Offering and before the exercise of the Agent's Warrants and the CPC Stock Options. See “ Plan of Distribution ” and “ Options to Purchase Securities ”.
(2) Chase Management Ltd. is controlled by Nick DeMare.
(3) DNG Capital Corp. is controlled by Nick DeMare.
(4) DNN Investments Ltd. is controlled by Dave DeMare and Marissa DeMare.
(5) JIPA & Associates Holdings Ltd. is controlled by Silvia Herrera.
(6) Michael Varabioff Law Corporation is controlled by Michael Varabioff.
(7) Paul Eto is a member of the Pro Group.

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 Escrow Agreement has agreed, or will agree, not to carry out any transactions during the currency of the Escrow Agreement which would result in a change of control of the holding company without the consent of the Exchange. Any holding company must sign an undertaking to the Exchange that, to the extent reasonably possible, it will not permit or authorize 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 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 Corporation'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); and
(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:

	Percentage to be
Release Dates	Released
Date of Final QT Exchange Bulletin	25%
Date 6 months following Final QT Exchange Bulletin	25%
Date 12 months following Final QT Exchange Bulletin	25%
Date 18 months following Final QT Exchange Bulletin	25%

TOTAL 100%

The Exchange's prior consent must be obtained before a transfer within escrow of escrowed Common Shares. Generally, the Exchange will only permit a transfer within escrow to be made to existing Principals of the Corporation 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 Escrow Agreement, upon the issuance by the Exchange of a bulletin delisting the Corporation, the Transfer Agent is irrevocably authorized to:

(a) immediately cancel all of the escrowed Common Shares held by each Non-Arm's Length Party to the Corporation 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 of record or who are known to the Corporation as at the date hereof to own, or control or direct, directly or indirectly, more than 10% of the issued and outstanding Common Shares of the Corporation:


Name and Municipality			Percentage of Common	Percentage of Common
	Type of	Number of
of Residence of			Shares Prior to Giving	Shares After Giving
Shareholder	Ownership	Common Shares	Effect to the Offering	Effect to the Offering(1)
David Henstridge Victoria, Australia	Direct ownership	1,600,000	28.57%	19.75%(2)
Nick DeMare Burnaby, British Columbia	Direct and indirect ownership(3)	1,600,000	28.57%	19.75%(4)
Michael Varabioff(5) Vancouver, British Columbia	Direct ownership	800,000	14.29%	9.88%(6)

Notes:

(1) Before giving effect to the exercise of the Agent’s Warrants and CPC Stock Options and assuming that no Common Shares are purchased by the Principal Shareholders under the Offering.
(2) On a fully-diluted basis, assuming the exercise of all the Agent’s Warrants and all of the CPC Stock Options to be granted to the directors and officers of the Corporation pursuant to the Stock Option Plan, Mr. Henstridge would beneficially own 20.88% of the Common Shares after giving effect to the Offering.
(3) Nick DeMare holds 500,000 Common Shares directly and 1,100,000 Common Shares indirectly. Chase Management Ltd. and DNG Capital Corp., both of which are controlled by Mr. DeMare, hold 200,000 Common Shares and 900,000 Common Shares, respectively.
(4) On a fully-diluted basis, assuming the exercise of all the Agent’s Warrants and all of the CPC Stock Options to be granted to the directors and officers of the Corporation pursuant to the Stock Option Plan, Mr. DeMare would beneficially own 20.88% of the Common Shares after giving effect to the Offering.
(5) Held by Michael Varabioff Law Corporation, a Company controlled by Michael Varabioff.

(6) On a fully-diluted basis, assuming the exercise of all the Agent’s Warrants and all of the CPC Stock Options to be granted to the directors and officers of the Corporation pursuant to the Stock Option Plan, Mr. Varabioff would beneficially own 10.44% of the Common Shares after giving effect to the Offering.

DIRECTORS, OFFICERS AND PROMOTERS

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

The board of directors of the Corporation consists of three individuals. Each director will hold office until the next annual meeting of shareholders or until his or her successor is elected or appointed. An audit committee has been established as a subcommittee of the board of directors. The following are the names and municipalities of residence of the directors and officers of the Corporation, their current positions with the Corporation and their current principal occupation:

			Percentage of
Name, Municipality of	Director or	Number of
			Common Shares
				Principal Occupation for Past
Residence and Position	Officer	Common Shares	Owned Prior to
with the Corporation	Since	Owned(1)(2)	the Offering(1)	Five Years(5)
David Henstridge Victoria, Australia CEO, CFO, Corporate Secretary, Director and Promoter	May 28, 2021	1,600,000	28.57%	Independent geological consultant from January 2013 to present. Professional Geologist for over 45 years. Founding director of Mawson Gold Limited, Kingsmen Resources Ltd. and Hannan Metals Ltd.
Nick DeMare(3) British Columbia, Canada Director	April 21, 2021	1,600,000(4)	28.57%	Chartered Professional Accountant. President of Chase Management Ltd., a private company which provides accounting, management, securities regulatory compliance and corporate secretarial services to companies listed on the Toronto Stock Exchange and the Exchange.
Michael Varabioff(4) British Columbia, Canada Director	May 28, 2021	800,000(5)	14.29%	Partner at and co-founder of Maxis Law Corporation (formerly Axium Law Corporation), a boutique securities and corporate finance law firm, since 2004.

Notes:

(1) “Owned” includes Common Shares beneficially owned, or controlled or directed, directly or indirectly.

(2) Assuming that no Common Shares are purchased by these shareholders under the Offering and before the exercise of the Agent's Warrants and the CPC Stock Options.

(3) Nick DeMare holds 500,000 Common Shares directly and 1,100,000 Common Shares indirectly. Chase Management Ltd. and DNG Capital Corp., both of which are controlled by Mr. DeMare, hold 200,000 Common Shares and 900,000 Common Shares, respectively.

(4) Mr. Varabioff holds 800,000 Common Shares indirectly through Michael Varabioff Law Corporation, a corporation controlled by Mr. Varabioff.

(5) See “ Directors and Officers of the Corporation ” for additional information regarding the principal occupations of the Corporation’s directors and officers.

The Corporation has appointed an audit committee consisting of the following directors: David Henstridge, Nick DeMare and Michael Varabioff, with Nick DeMare acting as the chair.

The total aggregate number of Common Shares beneficially owned, directly or indirectly, by all directors and officers of the Corporation as a group, is 4,000,000, which is equal to 71.43% of the issued and outstanding Common Shares prior to completion of the Offering.

The total aggregate number of Common Shares beneficially owned, directly or indirectly, by David Henstridge, the sole promoter of the Corporation, is 1,600,000, which is equal to 28.57% of the issued and outstanding Common Shares prior to completion of the Offering.

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

Directors and Officers of the Corporation

Set forth below is a description of the background of the directors and officers of the Corporation, including a description of each individual's principal occupation(s) within the past five years.

David Henstridge, Age 73 — CEO, CFO, Corporate Secretary and Director

David Henstridge is the CEO, CFO, Corporate Secretary and Director of the Corporation. Mr. Henstridge has a Bachelor of Science Degree (Honours) in Geology and over 45 years of experience working as a professional geologist and managing publicly trading companies in Australia and Canada. Mr. Henstridge also serves as a director and audit committee member of other publicly-listed resource companies, including Kingsmen Resources Ltd., Mawson Gold Limited and Hannan Metals Ltd., all of which are mineral exploration and development companies. Mr. Henstridge is a Fellow of the Australasian Institute of Mining and Metallurgy and a Member of both the Australian Institute of Geoscientists and the Geological Society of Australia. He has not entered into a non-competition or non-disclosure agreement with the Corporation. Except for 300,000 CPC Stock Options, Mr. Henstridge has not received anything else of value from the Corporation. See “ CPC Stock Options ”. Mr. Henstridge intends to devote 10% of his time to the Corporation and is an independent contractor of the Corporation.

Nick DeMare, Age 66 — Director

Nick DeMare is a Chartered Professional Accountant and the President of Chase Management Ltd. (“ Chase ”) since 1991. Chase is a private company which provides accounting, management, securities regulatory compliance and corporate secretarial services to companies listed on the Exchange or the Toronto Stock Exchange. Mr. DeMare also serves as an officer and director of a number of publicly listed companies. Mr. DeMare holds a Bachelor of Commerce degree from the University of British Columbia and is a member in good standing of the Chartered Professional Accountants British Columbia. He has not entered into a non-competition or non-disclosure agreement with the Corporation. Mr. DeMare intends to devote 10% of his time to the Corporation.

Michael Varabioff, Age 61 — Director

Michael Varabioff is a partner and co-founder of Maxis Law Corporation, a Vancouver-based boutique securities and corporate finance law firm. Since 2004, he has been advising companies listed on Canadian stock exchanges and has expertise in corporate finance, mergers and acquisitions and corporate governance. Mr. Varabioff holds a Bachelor of Laws degree from the University of British Columbia and a Master of Laws degree from the University of Toronto. Mr. Varabioff has not entered into a non-competition or non-disclosure agreement with the Corporation. See “ CPC Stock Options ”. Mr. Varabioff intends to devote 10% of his time to the Corporation.

Other Reporting Issuer Experience

The following table sets out the directors, officers and promoters of the Corporation that are, or have been within the last five years, directors, officers or promoters of other Issuers that are or were reporting issuers in any Canadian jurisdiction (or the equivalent in a jurisdiction outside of Canada):

Name	Name of Reporting Issuer	Name of Market	Position	Term
David Henstridge	Kingsmen Resources Ltd.	TSXV	Director	January 2000 to Present
	Hannan Metals Ltd.	Frankfurt, TSXV, OTCBB	Director	July 2013 to Present
	Mawson Gold Limited	TSX	Director	March 2004 to Present
Nick DeMare	Kingsmen Resources Ltd.	TSXV	Director	January 2000 to Present
			CFO	June 2011 to Present
	Hannan Metals Ltd.	Frankfurt, TSXV, OTCBB	Director	October 2002 to Present
	Mawson Gold Limited	TSX	Director	March 2004 to Present
			CFO	December 2007 to Present
	Aguila American Resources Ltd.	TSXV, Frankfurt	CFO, Corporate Secretary and Director	January 2003 to Present
			Interim CEO	February 2017 to July 2020
	American Helium Inc.	NEX	CFO and Director	December 2018 to Present
	Cliffmont Resources Ltd.	TSXV	Director	December 2016 to Present
	East West Petroleum Corp.	TSXV	CFO, Corporate Secretary and Director	December 2009 to Present
			Interim CEO	April 2019 to Present
	Hansa Resources Limited	TSXV	Director	August 2008 to Present
			CFO and Corporate Secretary	December 2009 to Present
	Mirasol Resources Ltd.	TSXV	Director	February 2005 to Present
	Rochester Resources Ltd.	TSXV	Director	June 2007 to Present
			CEO	March 2018 to Present
	Rockshield Capital Corp.	CSE	CFO, Corporate Secretary and Director	June 2010 to Present
	Salazar Resources Limited	TSXV, Frankfurt	Director	June 1988 to Present
			Corporate Secretary	June 1988 to August 2020
	Tinka Resources Limited	TSXV	CFO and Director	October 2002 to Present
Michael Varabioff	Kingsmen Resources Ltd.	TSXV	Corporate Secretary	April 2013 to September 2019

Corporate Cease Trade Orders

Other than as disclosed below, no director, officer, Insider or promoter of the Corporation is, or within the 10 years prior to the date of this prospectus has been, a director, officer or promoter of any other 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 and 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 and 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 individual was acting in the capacity as director, officer, Insider or promoter.

Penalties or Sanctions

Except as described below, no director, officer, Insider or promoter of the Corporation or a shareholder holding a sufficient number of securities of the Corporation to affect materially the control of the Corporation has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or has been subject to any other penalties or sanctions imposed by a court or regulatory body or self-regulatory authority that would likely be considered important to a reasonable investor making an investment decision.

Bankruptcies

No director, officer, Insider or promoter of the Corporation or shareholder holding a sufficient number of securities of the Corporation to affect materially the control of the Corporation, or a personal holding company of any such individual has, within the 10 years before the date of this prospectus, as applicable:

(a) been a director, officer, Insider or promoter of any company that, while that individual was acting in that capacity, or within a year of that individual 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) 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.

Conflict of Interests

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

AUDIT COMMITTEE

The following information of the Corporation is disclosed in accordance with NI 52-110.

Audit Committee Charter

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

Composition of Audit Committee

NI 52-110 provides that a member of an audit committee is “independent” if the member has no direct or indirect material relationship with the Corporation which could, in the view of the Corporation’s board of directors, reasonably interfere with the exercise of the member’s independent judgment. NI 52-110 further provides that an individual is “financially literate” if he or she has the ability to read and understand a set of financial statements that present a breadth and level 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 Corporation’s financial statements.

The Audit Committee currently consists of David Henstridge, Nick DeMare and Michael Varabioff. Mr. DeMare acts as chairman of the Audit Committee. Each member of the Audit Committee is financially literate, with Mr. DeMare and Mr. Varabioff comprising its independent members.

Relevant Education and Experience of Audit Committee Members

All current members of the Audit Committee have received relevant education in financial literacy and have been involved in enterprises which publicly report financial results, each of which requires a working understanding of, and ability to analyze and assess, financial information (including financial statements). See “ Directors, Officers and Promoters ” and “ Other Reporting Issuer Experience ”.

Further, each member has the requisite education and experience that has provided the member with:

(a) an understanding of the accounting principles used by the Corporation to prepare the Corporation's financial statements;
(b) the ability to assess the general application of the above-noted principles in connection with estimates, accruals and reserves;
(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 Corporation’s financial statements, or experience actively supervising individuals engaged in such activities; and
(d) an understanding of internal controls and procedures for financial reporting.

Audit Committee Oversight

At no time since incorporation was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the board of directors of the Corporation.

Reliance on Certain Exemptions

Since incorporation, the Corporation has not relied on certain exemptions set out in NI 52-110, namely the exemption in section 2.4 ( De Minimus Non-audit Services ), the exemption in subsection 6.1.1(4) ( Circumstance Affecting the Business or Operations of the Venture Issuer ), the exemption in subsection 6.1.1(5) ( Events Outside Control of Member ), the exemption in subsection 6.1.1(6) ( Death, Incapacity or Resignation ), or an exemption from NI 52-110, in whole or in part, granted under Part 8 ( Exemptions ).

Pre-Approval Policies and Procedures

The Audit Committee has not adopted formal policies and procedures for the engagement of non-audit services.

Subject to the requirements of NI 52-110, the engagement of non-audit services is considered by, as applicable, the board of directors of the Corporation and the Audit Committee on a case by case basis.

External Auditor Service Fees (By Category)

The following table provides details in respect of audit, audit-related, tax and other fees billed by the external auditor of the Corporation for professional services rendered to the Corporation since incorporation:

Since April 21, 2021	Audit Fees(1)	Audit-Related	Tax Fees(3)	All Other Fees(4)
(date of		Fees(2)
incorporation) to
the date of this
Prospectus	Nil	Nil	Nil	Nil

Notes:

(1) Includes aggregate fees billed by the Corporation’s external auditor for audit fees since the incorporation of the Corporation.
(2) No fees have been billed since incorporation of the Corporation for assurance and related services by the Corporation's external auditor that are reasonably related to the performance of the audit or review of the Corporation's financial statements and are not reported under “Audit Fees” above.
(3) No fees have been billed since incorporation of the Corporation for professional services rendered by the Corporation's external auditor for tax compliance, tax advice and tax planning.
(4) No other fees have been billed since incorporation of the Corporation for products and services provided by the Corporation's external auditor other than under “Audit Fees” above.

Exemption

The Corporation is a “venture issuer” for the purposes of NI 52-110. The Corporation is therefore relying on the exemption set out in Section 6.1 of NI 52-110 in respect of Part 3 ( Composition of the Audit Committee ) thereof that would otherwise require, subject to certain exceptions, that all members of an audit committee be independent.

EXECUTIVE COMPENSATION

Remuneration

Except as set out below or disclosed in this prospectus, prior to the Completion of the Qualifying Transaction, no payment of any kind has been made, or will be made, directly or indirectly, by the Corporation to a Non-Arm's Length Party to the Corporation or to a Non-Arm's Length Party to the Qualifying Transaction, or to any Person engaged in investor relations activities in respect of the securities of the Corporation or any Resulting Issuer by any means, 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 ”; and
(c) finder's fees as described in “ Use of Proceeds – Finder's Fees ”.

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

DILUTION

Purchasers of Common Shares under this prospectus will suffer an immediate dilution of $0.03148 per Common Share or 31.48% on the basis of there being 8,100,000 Common Shares issued and outstanding following the completion of the Offering. Dilution has been calculated on the basis of total gross proceeds to be raised by this prospectus and from sales of securities prior to the filing of this prospectus, without deduction of commissions or related expenses incurred by the Corporation.

RISK FACTORS

There are a number of risks inherent in making an investment in the Common Shares. The list below outlines the material risk factors that should be considered by Persons considering purchasing the Common Shares. The list is not intended to be all-inclusive.

(a) The Corporation 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 the Completion of the Qualifying Transaction. See “ Corporate Structure ” and “ Business of the Corporation ”.
(b) Investment in the Common Shares offered by this prospectus is highly speculative given the proposed nature of the Corporation's business and its present stage of development.
(c) The directors and officers of the Corporation will devote only a portion of their time to the business and affairs of the Corporation and some of them are or will be engaged in other projects or businesses such that conflicts of interest may arise from time to time. See “ Directors and Officers ”.
(d) Assuming completion of the Offering, an investor will suffer an immediate dilution to its investment of $0.03148 per Common Share or 31.48% on the basis of there being 8,100,000 Common Shares issued and outstanding assuming completion of the Offering. See “ Dilution ”.
(e) There can be no assurance that an active and liquid market for the Common Shares will develop, and an investor may find it difficult to resell its Common Shares.
(f) Until Completion of the Qualifying Transaction, the Corporation is not permitted to carry on any business other than the identification and evaluation of potential Qualifying Transactions. See “ Business of the Corporation ”.
(g) The Corporation has only limited funds with which to identify and evaluate potential Qualifying Transactions, and there can be no assurance that the Corporation will be able to identify a suitable Qualifying Transaction. See “ Business of the Corporation ”.
(h) Even if a proposed Qualifying Transaction is identified, there can be no assurance that the Corporation will be able to successfully complete the transaction. See “ Business of the Corporation ”.
(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. See “ Business of the Corporation ”.
(j) Unless a shareholder has the right to dissent and be paid fair value in accordance with applicable corporate laws or other laws, a shareholder who votes against a proposed Non-Arm's Length Qualifying Transaction for which Majority of the Minority Approval by shareholders has been given will have no rights of dissent and no entitlement to payment by the Corporation of fair value for the Common Shares.
(k) Upon public announcement of a proposed Qualifying Transaction, trading in the Common Shares will be halted and will remain halted for an indefinite period of time, typically until a Sponsor has been retained and certain preliminary reviews have been conducted. The Common Shares may be reinstated to trading before the Exchange has reviewed the transaction and before the Sponsor has completed its full review. Reinstatement to trading provides no assurance with respect to the merits of the transaction or the likelihood of the Corporation completing the proposed Qualifying Transaction. See “ Business of the Corporation ”.
(l) Trading in the Common Shares may be halted at other times for other reasons, including for failure by the Corporation to submit documents to the Exchange in the time periods required.

(m) Neither the Exchange nor any securities regulatory authority passes upon the merits of the proposed Qualifying Transaction.
(n) In the event that management of the Corporation resides outside of Canada or the Corporation identifies a foreign business as a proposed Qualifying Transaction, investors may find it difficult or impossible to effect service or notice to commence legal proceedings upon any management residing outside of Canada or upon the foreign business and may find it difficult or impossible to enforce against such Persons judgments obtained in Canadian courts.
(o) The Qualifying Transaction may be financed in all or part by the issuance of additional securities by the Corporation, and this may result in further dilution to the investor, which dilution may be significant and which may also result in a change of control of the Corporation.
(p) The Corporation is relying solely on its past business success of its directors and officers to identify a Qualifying Transaction of merit. The success of the Corporation is dependent upon the efforts and abilities of its management team. The loss of any member of the management team could have a material adverse effect upon the business and prospects of the Corporation. In such event, the Corporation will seek satisfactory replacements, but there can be no guarantee that appropriate personnel may be found.
(q) Subject to prior Exchange acceptance, the Corporation 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 Corporation will be able to recover that loan. See “ Use of Proceeds ”.
(r) The Corporation may incur additional expenses and delays due to the impact of the global pandemic caused by COVID-19 on the capital markets and general market conditions. Such expenses and delays may result in a material adverse impact in connection with the Corporation's ability to complete the Offering or ability to identify and complete a proposed Qualifying Transaction.

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

LEGAL PROCEEDINGS

There are no legal proceedings to which the Corporation is or is likely to be a party. The Corporation is not currently a party to any legal proceedings, nor is the Corporation currently contemplating any legal proceedings. Management of the Corporation is currently not aware of any legal proceedings contemplated against the Corporation.

RELATIONSHIP BETWEEN THE CORPORATION AND THE AGENT

The Agent was not involved in the decision by the Corporation to distribute Common Shares pursuant to the Offering, nor was the Offering requested or suggested to the Corporation by the Agent. The Agent, through its corporate finance department, was involved in the determination of the terms of the Offering in its capacity as agent for the sale of the Common Shares on a commercially reasonable efforts agency basis. The only proceeds of the Offering to be received by the Agent is the remuneration to be paid to it in connection with the sale of the Common Shares, which includes the Agent’s Commission, the Corporate Finance Fee and the Agent’s Warrants. See “ Plan of Distribution ”.

RELATIONSHIP BETWEEN THE CORPORATION AND PROFESSIONAL PERSONS

Certain legal matters relating to this Offering will be passed upon by Maxis Law Corporation, on behalf of the Corporation, and by MLT Aikins LLP on behalf of the Agent. As of the date hereof, Michael Varabioff, a partner of Maxis Law Corporation, owns 800,000 Common Shares and 150,000 CPC Stock Options and is a director of the Corporation. As of the date hereof, partners and associates of MLT Aikins LLP do not own, directly or indirectly, any outstanding Common Shares but may subscribe for Common Shares pursuant to the Offering.

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

AUDITORS, TRANSFER AGENTS AND REGISTRARS

The Corporation’s auditor is Davidson & Company LLP, Chartered Professional Accountants, 1200 – 609 Granville Street, P.O. Box 10372, Vancouver, B.C., V7Y 1G6. The Corporation's transfer agent and registrar is Endeavor Trust Corporation, 702 – 777 Hornby Street, Vancouver, B.C., V6Z 1S4.

INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

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

MATERIAL CONTRACTS

The Corporation has not entered into contracts material to investors of the Common Shares hereunder other than:

The Transfer Agency and Registrarship Agreement dated as of July 9, 2021 between the Corporation and the Transfer Agent.
The Escrow Agreement dated as of [●], 2021 among the Corporation, the Transfer Agent and those shareholders that executed such Escrow Agreement referred to under “ Escrowed Securities ”.
The Agency Agreement dated as of [●], 2021 among the Corporation and the Agent referred to under “ Plan of Distribution ”.

The material contracts described above may be inspected at the registered office of the Corporation, located at 1305 – 1090 West Georgia Street, Vancouver, BC, V6E 3V7, during normal business hours during the period of the distribution of the Common Shares distributed hereunder and for a period of 30 calendar days thereafter.

OTHER MATERIAL FACTS

To management's knowledge, there are no other material facts relating to the securities to be offered and not disclosed elsewhere in this prospectus, or that are necessary in order for the prospectus to contain full, true and plain disclosure of all material facts relating to the securities to be offered.

DIVIDEND POLICY

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

ELIGIBILITY FOR INVESTMENT

In the opinion of Maxis Law Corporation, legal counsel to the Corporation, based on the current provisions of the Tax Act, the Common Shares will be “qualified investments” under the Tax 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 tax-free savings account (“ TFSA ”), a registered disability savings plan (“ RDSP ”) (each an “ Exempt Plan ”) or a deferred profit sharing plan (“ DPSP ”) (as those terms are defined in the Tax Act) provided that, at the time of the acquisition thereof by the Exempt Plan, the Common Shares are listed on a “designated stock exchange” (as defined in the Tax Act and which currently includes the Exchange).

If the Common Shares are not listed on the Exchange on the closing of the Offering but become listed on the Exchange prior to the date on which the Corporation must file a tax return under the Tax Act for its first taxation year, the Corporation may make an election in such income tax return to be deemed to have been a “public corporation” for the purposes of the Tax Act from the beginning of its first taxation year until the time when the Common Shares are listed on the Exchange. If this occurs, the Common Shares will be qualified investments for Exempt Plans and DPSPs at the closing of the Offering, notwithstanding that the Common Shares were not listed on the Exchange at the closing of the Offering.

Notwithstanding that the Common Shares may be a qualified investment for an Exempt Plan, the annuitant under, subscriber or holder of (the “ Controlling Individual ”), as applicable, an Exempt Plan that holds Common Shares will be subject to a penalty tax in respect of Common Shares held in the Exempt Plan if such Common Shares are a “prohibited investment” for the Exempt Plan and are not “excluded property” for the purposes of the Tax Act. The Common Shares will generally be a “prohibited investment” for an Exempt Plan if the Controlling Individual (i) does not deal at arm's length with the Corporation for the purposes of the Tax Act, or (ii) has a “significant interest” (as defined in the Tax Act) in the Corporation for the purposes of the Tax Act.

Prospective holders that intend to hold Common Shares in an Exempt Plan are urged to consult their own tax advisers with respect to whether the Common Shares would constitute a “prohibited investment” in their particular circumstances, including with respect to whether such securities would be “excluded property” in their particular circumstances.

PURCHASER'S STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

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

FINANCIAL STATEMENTS

Audited financial statements of the Corporation for the period from April 21, 2021 (date of incorporation) to May 31, 2021 are attached as Schedule “B”.

A-1

SCHEDULE “A”

AUDIT COMMITTEE CHARTER

See attached.

AUDIT COMMITTEE CHARTER

A. Purpose

The overall purpose of the Audit Committee is to ensure that the Company’s management has designed and implemented an effective system of internal financial controls, to review and report on the integrity of the consolidated financial statements and related financial disclosure of the Company and to review the Company’s compliance with regulatory and statutory requirements as they relate to financial statements, taxation matters and disclosure of financial information. In performing its duties, the Audit Committee will maintain effective working relationships with the board of directors of the Company (the “ Board ”), management and the external auditors and will monitor the independence of such auditors. To perform his or her role effectively, each member of the Audit Committee will obtain an understanding of the responsibilities of the Audit Committee and the Company’s business, its operations and related risks.

B. Composition, Procedure, and Organization

The Audit Committee shall consist of at least three members of the Board, and shall be in compliance with securities laws and stock exchange requirements.
All members of the Audit Committee shall be financially literate as defined in NI 52-110 or any successor policy.
The Board, at its organizational meeting held in conjunction with each annual general meeting of the shareholders, shall appoint the members of the Audit Committee for the ensuing year. The Board may at any time remove or replace any member of the Audit Committee and may fill any vacancy in the Audit Committee.
Unless the Board has appointed a chair of the Audit Committee, the members of the Audit Committee shall elect a chair and a secretary from among their number.
The quorum for meetings shall be a majority of the members of the Audit Committee, present in person or by telephone or other telecommunication device that permits all persons participating in the meeting to speak and to hear each other.
The Audit Committee shall have access to the Company’s external auditors, officers and employees and to such information respecting the Company as it considers to be necessary or advisable for the Audit Committee to perform its duties and responsibilities.
Meetings of the Audit Committee shall be conducted as follows:
(a) the Audit Committee shall meet at least four times annually at such times and at such locations as may be requested by the chair of the Audit Committee;
(b) the external auditors or any member of the Audit Committee may request a meeting of the Audit Committee;
(c) the external auditors shall receive notice of and have the right to attend all meetings of the Audit Committee; and
2 -
(d) management representatives may be invited to attend all meetings except for private sessions with the external auditors.
The external auditors shall have a direct line of communication to the Audit Committee through the chair of the Audit Committee and may bypass management if deemed necessary. The Audit Committee, through its chair, may contact directly any employee of the Company as it deems necessary, and any employee may bring before the Audit Committee any matter involving questionable, illegal or improper financial practices or transactions.

C. Roles and Responsibilities

The overall duties and responsibilities of the Audit Committee shall be as follows:

(a) to assist the Board in the discharge of its responsibilities relating to the Company’s accounting principles, reporting practices and internal controls and its approval of the Company’s annual and interim consolidated financial statements and related financial disclosure;
(b) to establish and maintain a direct line of communication with the Company’s external auditors and assess their performance;
(c) to ensure that the management of the Company has designed, implemented and is maintaining an effective system of internal financial controls; and
(d) to report regularly to the Board on the fulfilment of its duties and responsibilities.
The duties and responsibilities of the Audit Committee as they relate to the external auditors shall be as follows:
(a) recommend to the Board a firm of external auditors to be engaged by the Company and to verify the independence of such external auditors;
(b) review and approve the fee, scope and timing of audits of the Company and other related services rendered by the external auditors;
(c) review the audit plan of the external auditors prior to commencement of an audit of the Company;
(d) review with the external auditors, upon completion of their audit of the Company:
- (i) contents of their report;
- (ii) scope and quality of the audit work performed;
- (iii) adequacy of the Company’s financial and auditing personnel;
- (iv) co-operation received from the Company’s personnel during the audit;
- (v) internal resources used;
- (vi) significant transactions outside of the normal business of the Company;
3 -
- (vii) significant proposed adjustments and recommendations for improving internal accounting controls, accounting principles or management systems; and
- (viii) any non-audit services provided by the external auditors;
(e) discuss with the external auditors the quality and acceptability of the Company’s accounting principles; and
(f) implement structures and procedures to ensure that the Audit Committee meets with the external auditors on a regular basis in the absence of management.
The duties and responsibilities of the Audit Committee as they relate to the internal control procedures of the Company are to:
(a) review the appropriateness and effectiveness of the Company’s policies and business practices which impact the financial integrity of the Company, including those relating to insurance, accounting, information services and systems and financial controls, management reporting and risk management;
(b) review compliance under the Company’s business conduct and ethics policies and to periodically review these policies and recommend to the Board any changes which the Audit Committee may deem appropriate;
(c) review any unresolved issues between management and the external auditors that could affect the financial reporting or internal controls of the Company; and
(d) periodically review the Company’s financial and auditing procedures and the extent to which recommendations made by the external auditors have been implemented.
The Audit Committee is also charged with the responsibility to:
(a) review and approve the Company’s annual and interim financial statements and related MD&A, including the impact of unusual items and changes in accounting principles and estimates;
(b) review and approve and report to the Board the financial sections of any of the following disclosure documents prepared by the Company:
- (i) the annual report to shareholders;
- (ii) the annual information form;
- (iii) annual MD&A;
- (iv) prospectuses;
- (v) news releases discussing financial results of the Company; and
- (vi) other public reports of a financial nature requiring approval by the Board;
(c) review regulatory filings and decisions as they relate to the Company’s consolidated financial statements;
4 -
(d) review the appropriateness of the policies and procedures used in the preparation of the Company’s consolidated financial statements and other required disclosure documents, and consider recommendations for any material change to such policies;
(e) review and report on the integrity of the Company’s consolidated financial statements;
(f) review the minutes of any audit committee meeting of any of the Company’s subsidiaries;
(g) review with the Company’s management, external auditors and, if necessary, legal counsel, any litigation, claim or other contingency, including tax assessments that could have a material effect on the financial position or operating results of the Company and the manner in which such matters have been disclosed in the consolidated financial statements;
(h) review the Company’s compliance with regulatory and statutory requirements as they relate to financial statements, tax matters and disclosure of financial information; and
(i) develop a calendar of activities to be undertaken by the Audit Committee for each ensuing year and submit such calendar in the appropriate format to the Board following each annual general meeting of the shareholders.

B-1

SCHEDULE “B”

FINANCIAL STATEMENTS

See attached.

FINANCIAL STATEMENTS FOR THE PERIOD FROM APRIL 21, 2021 (Date of Incorporation) TO MAY 31, 2021

(Expressed in Canadian Dollars)

INDEPENDENT AUDITOR’S REPORT

To the Directors of Whitewater Acquisition Corp.

Opinion

We have audited the accompanying financial statements of Whitewater Acquisition Corp. (the “Company”), which comprise the statement of financial position as at May 31, 2021, and the statements of loss and comprehensive loss, changes in shareholders’ equity, and cash flows for the period from incorporation on April 21, 2021 to May 31, 2021, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at May 31, 2021, and its financial performance and its cash flows for the period from incorporation on April 21, 2021 to May 31, 2021 in accordance with International Financial Reporting Standards (“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 in our audit is sufficient and appropriate to provide a basis for our opinion.

Other Information

Management is responsible for the other information. The other information obtained at the date of this auditor's report includes Management’s Discussion and Analysis.

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.

We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. 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.

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 skepticism throughout the audit. We also:

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

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

Vancouver, Canada

DATE

Chartered Professional Accountants

WHITEWATER ACQUISITION CORP. STATEMENT OF FINANCIAL POSITION

(Expressed in Canadian Dollars)

Note ASSETS Current assets Cash Prepaids 9(b) TOTAL ASSETS LIABILITIES Current liabilities Accounts payable and accrued liabilities 5(b) TOTAL LIABILITIES SHAREHOLDERS’ EQUITY Share capital 4 Deficit TOTAL SHAREHOLDERS’ EQUITY TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY Nature of Operations- See Note 1 Events after the Reporting Period- See Note 9	May 31, 2021 $ 245,034 10,000
	255,034
	7,817
	7,817
	255,000 (7,783)
	247,217
	255,034

These financial statements were approved for issue by the Board of Directors on July 14, 2021 and are signed on its behalf by:

/s/*David Henstridge* David Henstridge Director	/s/*Michael Varabioff*
	Michael Varabioff Director

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

Page 4

WHITEWATER ACQUISITION CORP. STATEMENT OF LOSS AND COMPREHENSIVE LOSS

(Expressed in Canadian Dollars)

Note Expenses Accounting and administration 5(b) Legal 5(b) Office Net loss and comprehensive loss for the period Basic and diluted loss per common share Basic and diluted weighted average number of common shares outstanding	Period from April 21, 2021 (Incorporation) to May 31, 2021 $ 1,600 5,841 342
	7,783
	(7,783)
	$(0.06)
	127,501

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

Page 5

WHITEWATER ACQUISITION CORP. STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

(Expressed in Canadian Dollars)

Period from April 21, 2021 (Incorporation) to May 31, 2021	Period from April 21, 2021 (Incorporation) to May 31, 2021	Period from April 21, 2021 (Incorporation) to May 31, 2021
Share Capital Number of Common Shares Amount $ 1 1 (1) (1) 5,100,000 255,000 - - 5,100,000 255,000	Deficit $ - - - (7,783) (7,783)	Total Shareholders’ Equity $ 1 (1) 255,000 (7,783)
Number of Common Shares 1 (1) 5,100,000 - 5,100,000
		247,217

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

Page 6

WHITEWATER ACQUISITION CORP. STATEMENT OF CASH FLOWS

(Expressed in Canadian Dollars)

Operating activities Net loss for the period Changes in non-cash working capital items: Prepaids Accounts payable and accrued liabilities Net cash used in operating activities Financing activity Issuance of common shares Net cash provided by financing activity Net change in cash during the period Cash at beginning of period Cash at end of period Supplemental cash flow information Cash paid during the period for interest Cash paid during the period for income taxes	Period from April 21, 2021 (Incorporation) to May 31, 2021 $ (7,783) (10,000) 7,817
	(9,966)
	255,000
	255,000
	245,034 -
	245,034
	-
	-

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

Page 7

WHITEWATER ACQUISITION CORP. NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD FROM APRIL 21, 2021 (Date of Incorporation) TO MAY 31, 2021 (Expressed in Canadian Dollars)

_______________

1. Nature of Operations

Whitewater Acquisition Corp. (“Whitewater” or the “Company”) was incorporated on April 21, 2021 under the laws of British Columbia. The Company is in the process of completing an Initial Public Offering (“IPO”) to be classified as a Capital Pool Company (“CPC”) as defined in the TSX Venture Exchange (“TSXV”) Policy 2.4. The principal business of the Company is the identification and evaluation of assets or a business (the “Qualifying Transaction”) 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. The Company’s records and registered and head office is located at #1305 - 1090 West Georgia Street, Vancouver, British Columbia V6E 3V7.

As a CPC, the Company’s business objective will be to identify and evaluate assets or businesses with a view to potential acquisition or participation by completing a Qualifying Transaction, as defined in TSXV Policy 2.4 subject, in certain cases, to shareholder approval and acceptance by the TSXV. The Company has not commenced operations and has no assets other than cash. The Company’s continued operations are dependent upon its ability to successfully identify, evaluate and negotiate an agreement to acquire an interest in a sustainable/viable business operation. There is no assurance that the Company will identify a business or asset that warrants acquisition or participation, and/or will be able to obtain the financing necessary to support a new business acquisition. See also Note 9.

These financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements.

On March 11, 2020 the World Health Organization declared the COVID-19 coronavirus outbreak a pandemic, which continues to spread globally. As a CPC with no commercial operations, the COVID-19 pandemic has not had a significant impact on the Company’s routine operations or on the carrying value of its assets. However, the pandemic’s effect on broader capital markets may hinder the Company’s ability to complete the IPO or identify and complete a Qualifying Transaction.

2. Basis of Preparation

Statement of Compliance

These 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 Interpretations Committee (“IFRIC”).

Basis of Measurement and Presentation

The Company’s financial statements have been prepared on the historical cost basis except for the revaluation of certain financial instruments classified as fair value through profit or loss (“FVPTL”), which are stated at their fair value. In addition, these financial statements have been prepared using the accrual basis for accounting except for cash flow information. These financial statements are presented in Canadian dollars unless otherwise noted. The preparation of financial statements in compliance with IFRS requires management to make certain critical accounting estimates. It also requires management to exercise judgment in applying the Company’s accounting policies. The areas involving a higher degree of judgement of complexity or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 3.

Page 8

WHITEWATER ACQUISITION CORP. NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD FROM APRIL 21, 2021 (Date of Incorporation) TO MAY 31, 2021 (Expressed in Canadian Dollars)

_______________

3. Significant Accounting Policies

Income Taxes

Income tax is recognized in profit or loss except to the extent that it relates to items recognized in other comprehensive income or loss or directly in equity, in which case it is recognized in other comprehensive income or loss or equity.

Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at year end, adjusted for amendments to tax payable with regards to previous years.

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the end of the reporting period applicable to the period of expected realization or settlement.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same tax authority and the group intends to settle its current tax assets and liabilities on a net basis.

Share Capital

Common shares issued by the Company are classified as shareholders’ equity. Transaction costs directly attributable to the issue of common shares are recognized as a deduction from equity, net of any related income tax effects.

Loss per Share

The Company presents basic and diluted loss per share data for its common shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year. Diluted loss per share does not adjust the loss attributable to common shareholders or the weighted average number of common shares outstanding when the effect is anti-dilutive. Contingently issuable shares are not considered outstanding common shares and consequently are not included in loss per share calculations.

Financial Instruments

Recognition

The Company recognizes financial assets and financial liabilities on the date the Company becomes a party to the contractual provisions of the instruments.

Classification

The Company classifies its financial assets and financial liabilities in the following measurement categories: i) those to be measured subsequently at fair value (either through other comprehensive income (“FVOCI”) or through profit or loss (“FVTPL”), and ii) those to be measured at amortized costs. The classification of financial assets depends on the business model for managing the financial assets and the contractual terms of the cash flows.

Financial liabilities are classified as those to be measured at amortized cost unless they are designated as those to be measured subsequently at FVTPL (irrevocable election at the time of recognition). For assets and liabilities measured at fair value, gains and losses are either recorded in profit or loss or other comprehensive income.

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

Page 9

WHITEWATER ACQUISITION CORP. NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD FROM APRIL 21, 2021 (Date of Incorporation) TO MAY 31, 2021 (Expressed in Canadian Dollars)

_______________

3. Significant Accounting Policies (continued)

The Company has implemented the following classifications:

(i) Cash is classified as a financial asset and is measured at FVTPL.
(ii) Accounts payable and accrued liabilities are classified as other financial liabilities and measured at amortized cost using the effective interest rate method.

Measurement

All financial instruments are required to be measured at fair value on initial recognition, plus, in the case of a financial asset or financial liability not at FVTPL, transaction costs that are directly attributable to the acquisition or issue of the financial asset or financial liability. Transaction costs of financial assets and financial liabilities with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.

Financial assets that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments of principal and interest on the principal outstanding are generally measured at amortized cost at the end of the subsequent accounting periods. All other financial assets including equity investments are measured at their fair values at the end of subsequent accounting periods, with any changes taken through profit and loss or other comprehensive income (irrevocable election at the time of recognition).

Impairment

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

Critical Accounting Estimates and Judgements

The Company makes estimates and assumptions about the future that affect the reported amounts of assets and liabilities. Estimates and judgments are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual experience may differ from these estimates and assumptions.

The effect of a change in accounting estimate is recognized prospectively by including it in comprehensive income in the period of the change, if the change affects that period only, or in the period of the change and future periods, if the change affects both.

Information about critical accounting estimates and judgments in applying accounting policies that have the most significant risk of causing material adjustment to the carrying amounts of assets and liabilities recognized in the financial statements are discussed below:

Judgements

The Company’s management has made an assessment of the Company’s ability to continue as a going concern and is satisfied that the Company has the resources to continue in business for the next 12 months.

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WHITEWATER ACQUISITION CORP. NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD FROM APRIL 21, 2021 (Date of Incorporation) TO MAY 31, 2021

(Expressed in Canadian Dollars)

_______________

3. Significant Accounting Policies (continued)

Estimates

The estimation of income taxes includes evaluating the recoverability of deferred tax assets based on an assessment of the Company’s ability to utilize the underlying future tax deductions against future taxable income prior to expiry of those deductions. Management assesses whether it is probable that some or all of the deferred income tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income, which in turn is dependent upon the successful discovery, extraction, development and commercialization of mineral reserves. To the extent that management’s assessment of the Company’s ability to utilize future tax deductions changes, the Company would be required to recognize more or fewer deferred tax assets, and future income tax provisions or recoveries could be affected.

4. Share Capital

(a) Authorized Share Capital

As at May 31, 2021 the Company’s authorized share capital consisted of an unlimited number of common shares without par value. All issued common shares are fully paid.

(b) Reconciliation of Changes in Share Capital

During the period from April 21, 2021 to May 31, 2021 the Company completed the following share issuances for cash:

(i) issued 1 common share for $1 on incorporation. This share was cancelled on May 31, 2021; and (ii) issued 5,100,000 common shares at $0.05 per share for $255,000.

5. Related Party Disclosures

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. 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.

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consists of members of the Company’s Board of Directors and executive officers.

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WHITEWATER ACQUISITION CORP. NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD FROM APRIL 21, 2021 (Date of Incorporation) TO MAY 31, 2021 (Expressed in Canadian Dollars)

_______________

5. Related Party Disclosures

(a) Transactions with Key Management Personnel

During the period from April 21, 2021 to May 31, 2021 the Company did not record any compensation for key management personnel.

(b) Transactions with Other Related Parties

During the period from April 21, 2021 to May 31, 2021 the Company incurred:

(i) $1,600 with Chase Management Ltd. (“Chase”), a private corporation owned by a director of the Company, for accounting and administrative services provided by Chase personnel, excluding the director. As at May 31, 2021 $1,600 is included in accounts payable and accrued liabilities; and
(ii) $5,841 with Maxis Law Corporation (“Maxis”), of which a director of the Company is a partner of Maxis, for legal services. As at May 31, 2021 $5,841 is included in accounts payable and accrued liabilities.

6. Income Taxes

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

Loss before income taxes for the period Expected income tax recovery Change in unrecognized deductible temporary differences Income tax expense (recovery)	2021 $ (7,783)
	2,101 (2,101)
	-

As at May 31, 2021 the Company has accumulated non-capital losses of $7,783 which are available to reduce taxable income of future years. The non-capital loss expires in 2041.

7. Management of Capital

Capital is comprised of the Company’s shareholders’ equity. The Company’s objectives when managing capital are to maintain financial strength and to protect its ability to meet its ongoing liabilities, to continue as a going concern, to maintain creditworthiness and to maximize returns for shareholders over the long term. Protecting the ability to pay current and future liabilities includes maintaining capital above minimum regulatory levels, current financial strength rating requirements and internally determined capital guidelines and calculated risk management levels.

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 up to $3,000 per month may be used for reasonable general and administrative expenses of the Company. These restrictions apply until completion of a Qualifying Transaction by the Company as defined under TSXV Policy 2.4.

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WHITEWATER ACQUISITION CORP. NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD FROM APRIL 21, 2021 (Date of Incorporation) TO MAY 31, 2021 (Expressed in Canadian Dollars)

_______________

8. Financial Instruments

The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management processes. The type of risk exposure and the way in which such exposure is managed is provided as follows:

Market Risk

Market risk is the risk that the fair value or future cash flows from a financial instrument will fluctuate because of changes in market prices or prevailing conditions. Market risk comprises three types of risk: currency risk, interest rate risk and other price risk and are disclosed as follows:

(a) Currency Risk

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company holds no financial instruments that are denominated in a currency other than Canadian dollars. As at May 31, 2021 the Company is not exposed to currency risk.

(b) Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows will fluctuate as a result of changes in market interest rates. The Company’s sensitivity to interest rates relative to its cash balances is currently immaterial. The Company also has no long-term debt with variable interest rates, so it has no negative exposure to changes in the market interest rate.

The Company is exposed to price risk with respect to equity prices. Equity price risk is defined as the potential adverse impact on the Company’s earnings due to movements in individual equity prices or general movements in the level of the stock market. Management closely monitors individual equity movements and the stock market to determine the appropriate course of action to be taken by the Company. Given the Company’s limited market exposure at this time it has assessed there to be a low level of price rate risk.

Credit Risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company’s credit risk is primarily attributable to its liquid financial assets including cash. The Company limits the exposure to credit risk by only investing its cash with high-credit quality financial institutions. Management believes that the credit risk related to its cash is negligible.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. At May 31, 2021, the Company has no sources of revenue but has a cash balance of $245,034 to settle current liabilities of $7,817. As such, management feels the Company has sufficient cash to fund corporate overhead costs for the next year. The Company’s exposure to liquidity risk is currently negligible.

Fair Value Measurements

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, and Level 3 - Inputs that are not based on observable market date.

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WHITEWATER ACQUISITION CORP. NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD FROM APRIL 21, 2021 (Date of Incorporation) TO MAY 31, 2021 (Expressed in Canadian Dollars)

_______________

8. Financial Instruments (continued)

As at May 31, 2021, the Company’s financial instruments consist of cash, and accounts payable and accrued liabilities. Cash is classified as FVTPL. Accounts payable and accrued liabilities are classified as amortized cost. The fair value of cash is based on Level 1 inputs. The fair value of accounts payable and accrued liabilities approximate its carrying value because of its short-term nature.

9. Events after the Reporting Period

(a) In June 2021 the Company issued 500,000 common shares at $0.10 per share for $50,000.
(b) The Company is pursuing an offering of up to 2,500,000 common shares at $0.10 per share to raise gross proceeds of $250,000 (the “IPO”) and, on May 27, 2021, entered into an engagement agreement with Haywood Securities Inc. (the “Agent”) as agent for the IPO. The Agent will receive, in the aggregate, a commission of 10% of the aggregate gross proceeds from the sale of the common shares pursuant to the IPO. In addition, the Company will pay the Agent a corporate finance fee of $10,000 and will pay the Agent’s legal fees, and any other reasonable costs and expenses of the Agent. The Company has also agreed to issue warrants to the Agent to purchase up to 10% of the total number of common shares sold pursuant to the IPO at an exercise price of $0.10 per common share. The warrants will expire on the earlier of (i) the date that is 60 months following the closing of the IPO; or (ii) the date that is 12 months from the closing of the Qualifying Transaction.

As at May 31, 2021 the Company has paid the Agent a retainer of $10,000 which has been included in prepaids.

(c) On June 17, 2021 the Company approved an incentive stock option plan (the “Plan”) in which the maximum number of common shares which can be reserved for issuance under the Plan is 10% of the issued and outstanding shares of the Company and that the exercise period does not exceed ten years from the date of the grant. The Board of Directors may grant stock options to eligible directors, officers, employees and consultants in accordance with the terms of the Plan.

In conjunction with the IPO the Company will issue options to acquire up to 750,000 common shares at $0.10 per common share that will expire five years from the grant date.

Page 14

C-1

CERTIFICATE OF THE CORPORATION

Date: July 14, 2021

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

“ David Henstridge ” (signed) DAVID HENSTRIDGE Chief Executive Officer, Chief Financial Officer and Director

On behalf of the Board of Directors

“Nick DeMare” (signed) “ Michael Varabioff ” (signed) NICK DEMARE MICHAEL VARABIOFF Director Director

C-2

CERTIFICATE OF THE PROMOTER

Date: July 14, 2021

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

“David Henstridge” (signed) DAVID HENSTRIDGE

C-3

CERTIFICATE OF THE AGENT

Date: July 14, 2021

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

HAYWOOD SECURITIES INC.

“Don Wong” (signed)

Don Wong Vice President, Investment Banking

AI assistant

Whitewater Acquisition Corp. — Capital/Financing Update 2021

48183_rns_2021-07-14_da69b8ca-e8bc-4d28-9823-2c8a483c8f71.pdf

PRELIMINARY PROSPECTUS

INITIAL PUBLIC OFFERING

Notes :

Market for Securities

Risk Factors

Maximum Investment

Enforcement of Judgments against Foreign Persons

Receipt of Subscriptions

HAYWOOD SECURITIES INC.

TABLE OF CONTENTS

GLOSSARY

“ Non-Arm's Length Party ” means:

“Principal” means:

“Pro Group”

PROSPECTUS SUMMARY

CORPORATE STRUCTURE

Name, Incorporation and Place of Business

BUSINESS OF THE CORPORATION

Preliminary Expenses

Proposed Operations until Completion of the Qualifying Transaction

Method of Financing

Criteria for a Qualifying Transaction

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

Initial Listing Requirements

Trading Halts, Suspensions and Delisting

Refusal of Qualifying Transaction

USE OF PROCEEDS

Notes:

Permitted Use of Funds

Private Placements for Cash

Prohibited Payments to Non-Arm's Length Parties

Finder’s Fees

PLAN OF DISTRIBUTION

Agency Agreement and Agent’s Compensation

Commercially Reasonable Efforts Offering and Minimum Distribution

Other Securities to be Distributed

Determination of Price

Conditional Listing Approval

Venture Issuer

Restriction on Trading

DESCRIPTION OF SECURITIES DISTRIBUTED

General

Common Shares

CAPITALIZATION

Notes:

OPTIONS TO PURCHASE SECURITIES

CPC Stock Options

Stock Option Plan Terms

PRIOR SALES

ESCROWED SECURITIES

Securities Escrowed Prior to the Completion of the Qualifying Transaction

Notes :

Escrowed Securities on Qualifying Transaction

PRINCIPAL SHAREHOLDERS

Notes:

DIRECTORS, OFFICERS AND PROMOTERS

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

Notes:

Directors and Officers of the Corporation

David Henstridge, Age 73 — CEO, CFO, Corporate Secretary and Director

Nick DeMare, Age 66 — Director

Michael Varabioff, Age 61 — Director

Other Reporting Issuer Experience

Corporate Cease Trade Orders

Penalties or Sanctions

Bankruptcies

Conflict of Interests

AUDIT COMMITTEE

Audit Committee Charter

Composition of Audit Committee

Relevant Education and Experience of Audit Committee Members

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees (By Category)

Notes:

Exemption

Whitewater Acquisition Corp. Capital/Financing Update 2021