Ynvisible Interactive Inc. — Capital/Financing Update 2021

Apr 20, 2021

A copy of this preliminary short form prospectus has been filed with the securities regulatory authorities in each of the provinces of Canada, other than Québec, but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary short form base shelf prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the short form prospectus is obtained from the securities regulatory authorities.

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

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

These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”). They may not be offered or sold in the United States of America or to or for the account or benefit of a “U.S. person” as defined in Regulation S under the U.S. Securities Act. This short form prospectus does not constitute an offer to sell or a solicitation of an offer to buy these securities in the United States or to any “U.S. person”.

Information has been incorporated by reference in this short form base shelf prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of Ynvisible Interactive Inc., Suite 830 – 1100 Melville Street, Vancouver, BC, V6E 4A6, Telephone: 778-683-4324, and are also available electronically at www.sedar.com .

PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS

New Issue

April 19, 2021

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YNVISIBLE INTERACTIVE INC.

$20,000,000

Common Shares Warrants Subscription Receipts Debt Securities Units

This preliminary short form base shelf prospectus (this “ Prospectus ”) relates to the offering for sale of common shares (the “ Common Shares ”), warrants (the “ Warrants ”) and subscription receipts (the “ Subscription Receipts ”), debt securities (the “ Debt Securities ”) or any combination of such securities (the “ Units ”) (all of the foregoing, collectively, the “ Securities ”) by Ynvisible Interactive Inc. (“ Ynvisible ”

or the “ Company ”) from time to time, during the 25-month period that the Prospectus, including any amendments hereto, remains effective, in one or more series or issuances, with a total offering price of the Securities in the aggregate, of up to $20,000,000. The Securities may be offered for sale separately or in combination with one or more other Securities and may be sold from time to time in one or more transactions at a fixed price or prices (which may be changed) or at market prices prevailing at the time of sale, at prices determined by reference to such prevailing market prices or at negotiated prices.

The specific terms of any Securities offered will be described in one or more shelf prospectus supplements (collectively or individually, as the case may be, a “ Prospectus Supplement ”), including, where applicable: (i) in the case of Common Shares, the number of Common Shares offered, the offering price and any other specific terms; (ii) in the case of Warrants, the number of Warrants offered, the offering price, the designation, number and terms of the Common Shares issuable upon exercise of the Warrants, any procedures that will result in the adjustment of these numbers, the exercise price, dates and periods of exercise, the currency in which the Warrants are issued and any other specific terms; (iii) in the case of Subscription Receipts, the number of Subscription Receipts being offered, the offering price, the procedures for the exchange of the Subscription Receipts for Common Shares or Warrants, as the case may be, and any other specific terms; (iv) in the case of Debt Securities, the specific designation, aggregate principal amount, the currency or the currency unit for which the Debt Securities may be purchased, the maturity, interest provisions, authorized denominations, offering price, covenants, events of default, any terms for redemption, any exchange or conversion terms, whether the debt is senior, senior subordinated or subordinated, whether the debt is secured or unsecured and any other terms specific to the Debt Securities being offered; and (v) in the case of Units, the designation, number and terms of the Common Shares, Warrants, or Debt Securities comprising the Units. Where required by statute, regulation or policy, and where Securities are offered in currencies other than Canadian dollars, appropriate disclosure of foreign exchange rates applicable to the Securities will be included in the Prospectus Supplement describing the Securities. A Prospectus Supplement may include specific variable terms pertaining to the Securities that are not within the alternatives and parameters described in this Prospectus.

All shelf information permitted under applicable laws to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus. Each Prospectus Supplement will be incorporated by reference to this Prospectus for the purposes of securities legislation as of the date of the Prospectus Supplement and only for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains. Investors should read the Prospectus and any applicable Prospectus Supplement carefully before investing in the Securities.

The Company and/or any selling securityholders may sell the Securities to or through underwriters or dealers purchasing as principals, and may also sell the Securities directly to one or more purchasers pursuant to applicable statutory exemptions or through agents. See “Plan of Distribution”. This Prospectus may qualify an “at-the-market” distribution (as such term is defined in National Instrument 44-102 – Shelf Distributions (“ NI 44-102 ”)). The Prospectus Supplement relating to a particular offering of Securities will identify each underwriter, dealer or agent, as the case may be, engaged by the Company and/or the selling securityholder in connection with such offering and sale of the Securities, and will set forth the terms of the offering of such Securities, including, to the extent applicable, any fees, discounts or any other compensation payable to underwriters, dealers or agents in connection with the offering, the method of distribution of the Securities, the initial issue price (in the event that the offering is a fixed price distribution), the proceeds that the Company and/or selling securityholder will receive and any other material terms of the plan of distribution. The Securities may be sold from time to time in one or more transactions at a fixed price or prices or at non-fixed prices. If offered on a non-fixed price basis, Securities may be offered at market prices prevailing at the time of sale, at prices determined by reference to such prevailing market prices or at negotiated prices, which prices may vary as between purchasers and during the period of distribution of the Securities.

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In connection with any offering of the Securities, other than an at-the-market offering, the underwriters, dealers or agents, as the case may be, may over allot or effect transactions which stabilize or maintain the market price of the Securities at a level above that which otherwise might prevail on the open market. Such transactions, if commenced, may be discontinued at any time. See “Plan of Distribution”.

The Company’s outstanding Common Shares are listed and posted for trading on the TSX Venture Exchange (the “ TSXV ”) under the symbol “YNV”. The Company’s head office is located at Suite 830 – 1100 Melville Street, Vancouver, British Columbia, V6E 4A6. The Company’s registered office is located at Suite 1500 – 1055 West Georgia Street, Vancouver, British Columbia, V6E 4N7.

Michael Robinson, Ramin Heydarpour, Jani-Mikael Kuusisto, Duarte Mineiro, Inês Henriques, Carlos Pinheiro Baptista and Tommy Höglund, directors and/or officers of the Company, reside outside of Canada. Each of the foregoing, have appointed McMillan LLP, located at Suite 1500 – 1055 West Georgia Street, Vancouver, British Columbia, V6E 4N7, as agent for service of process. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person who resides outside of Canada, even if the party has appointed an agent for service of process. See “Enforcement of Judgments Against Foreign Persons or Companies” and “Risk Factors”.

No underwriter has been involved in the preparation of the Prospectus or performed any review of the contents of the Prospectus.

Unless otherwise disclosed in any applicable Prospectus Supplement, the Warrants, Subscription Receipts, the Debt Securities and the Units will not be listed on any securities exchange. Unless the Securities are disclosed to be listed, there will be no market through which these Securities may be sold and purchasers may not be able to resell these Securities purchaser under this Prospectus. This may affect the pricing of such Securities in the secondary market, the transparency and availability of trading prices, the liquidity of such Securities, and the extent of issuer regulation. See “Risk Factors”.

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TABLE OF CONTENTS

Page GENERAL MATTERS ............................................................................................................................................... 5 CAUTIONARY STATEMENT REGARDING ........................................................................................................ 5 FORWARD-LOOKING INFORMATION ............................................................................................................... 5 CURRENCY PRESENTATION ................................................................................................................................ 7 DOCUMENTS INCORPORATED BY REFERENCE ............................................................................................ 7 THE COMPANY ......................................................................................................................................................... 9 SUMMARY DESCRIPTION OF THE BUSINESS ................................................................................................. 9 CONSOLIDATED CAPITALIZATION ................................................................................................................. 10 USE OF PROCEEDS ................................................................................................................................................ 11 DESCRIPTION OF SECURITIES .......................................................................................................................... 11 PLAN OF DISTRIBUTION ..................................................................................................................................... 16 RECENT DEVELOPMENTS .................................................................................................................................. 17 PRIOR SALES ........................................................................................................................................................... 17 PRICE RANGE AND TRADING VOLUME ......................................................................................................... 20 RISK FACTORS ....................................................................................................................................................... 20 INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS .................................... 22 CERTAIN INCOME TAX CONSIDERATIONS .................................................................................................. 22 LEGAL MATTERS AND INTEREST OF EXPERTS .......................................................................................... 22 AUDITORS, TRANSFER AGENT AND REGISTRAR ....................................................................................... 22 PURCHASERS’ CONTRACTUAL RIGHTS ........................................................................................................ 23 PURCHASERS’ STATUTORY RIGHTS ............................................................................................................... 23 CERTIFICATE OF THE COMPANY .................................................................................................................... 24

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GENERAL MATTERS

In this Prospectus, references to “Ynvisible”, the “Company”, “we”, “us” and “our” refers, collectively, to Ynvisible Interactive Inc. and our subsidiaries.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Prospectus contains forward-looking information and forward-looking statements (collectively, “forward-looking statements”) that relate to the Company’s current expectations and views of future events. In some cases, these forward-looking statements can be identified by words or phrases such as “may”, “might”, “will”, “expect”, “anticipate”, “estimate”, “intend”, “plan”, “indicate”, “seek”, “believe”, “predict” or “likely”, or the negative or grammatical variations of these terms, or other similar expressions intended to identify forward-looking statements, although not all forward-looking statements include such words. The Company has based these forward-looking statements on its current expectations and projections about future events and financial trends that it believes might affect its financial condition, results of operations, business, prospects and financial needs. These forward-looking statements include, among other things, statements relating to:

• uncertainties with respect to the effects of the novel coronavirus known as COVID-19 (“ COVID19 ”) will directly and indirectly have on the Company;

• the Company’s expectations regarding its revenue, expenses and research and development operations;

• the Company’s anticipated cash needs and its needs for additional financing;

• the Company’s intention to grow its business and operations;

• expectations with respect to future production costs and capacity;

• expectations regarding the Company’s growth rates and growth plans and strategies;

• expectations with respect to the approval of the Company’s license applications;

• the Company’s competitive position and the regulatory environment in which the Company operates;

• the Company’s business objectives for the next twelve months;

• the Company’s plans with respect to the payment of dividends;

• the Company’s ability to obtain additional funds through the sale of equity or debt instruments;

• the ability of the Company’s products to access markets;

• the Company’s ability to expand into international markets; and

• the Company’s relationship with its distribution partners.

Forward-looking statements are based on certain assumptions and analyses made by the Company in light of the experience and perception of historical trends, current conditions and expected future developments and other factors it believes are appropriate and are subject to risks and uncertainties. In making the forward-looking statements included in this Prospectus, the Company has made various material assumptions, including but not limited to, the following: (i) the Company obtaining the necessary regulatory approvals; (ii) that regulatory requirements will be maintained; (iii) general business and economic conditions; (iv) the Company’s ability to successfully execute its plans and intentions; (v) the availability of financing on reasonable terms; (vi) the Company’s ability to attract and retain skilled staff; (vii) market competition; (viii) the products and technology offered by the Company’s competitors; (ix) the maintenance of the Company’s current good relationships with its suppliers, service providers and other third parties; (x) financial results, future financial position and expected growth of cash flows; (xi) business strategy, including budgets, projected costs, projected capital expenditures, taxes, plans, objectives, potential synergies and industry trends; (xii) research and development; (xiii) expectations concerning the

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size and growth of the market using the Company’s products; and (xiv) the effectiveness of the Company’s products compared to its competitors’ products. Although the Company believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect, and the Company cannot assure that actual results will be consistent with these forward-looking statements. Given these risks, uncertainties and assumptions, investors should not place undue reliance on these forward-looking statements. Whether actual results, performance or achievements will conform to the Company’s expectations and predictions is subject to a number of known and unknown risks, uncertainties, assumptions and other factors, including those listed under “Risk Factors”, which include:

• risks related to the operations and technology of the Company;

• the ability of the Company to adapt to new technology;

• risks related to the regulations applicable to the industries in which the Company will operate;

• ability of the Company to recruit and retain management and other qualified personnel;

• ongoing impact of COVID-19;

• the ability of the Company to retain customer and fulfil contracts;

• the ability of the Company to obtain new contracts or new customers;

• the ability of the Company to build its brand;

• the ability of the Company to expand sales and marketing;

• the revenues and earnings of the Company may fluctuate from quarter to quarter;

• the ability of the Company to raise additional capital;

• the Company’s insurance coverage, if any, may be inadequate to cover potential losses, including any losses incurred by cyber attacks;

• risks related to unexpected expenses;

• the ability of the Company to manage growth;

• any losses related to infringement;

• risks related to conflicts of interest;

• risks related to the stock market and market conditions;

• the Company is not likely to pay dividends for an extended period of time;

• risk related to the global financial developments; and

• the Company may be subject to costly legal proceedings.

The above list is not exhaustive of the factors that may affect any of the forward-looking statements of the Company. If any of these risks or uncertainties materialize, or if assumptions underlying the forwardlooking statements prove incorrect, actual results might materially vary from those anticipated in those forward-looking statements. The assumptions referred to above and described in greater detail under “Risk Factors” should be considered carefully by readers.

Certain of the forward-looking statements and other information contained herein concerning the printed and flexible electronics industry and the general expectations of the Company concerning the printed and flexible electronics industry and concerning the Company are based on estimates prepared by the Company using data from publicly available governmental sources as well as from market research and industry analysis and on assumptions based on data and knowledge of this industry which the Company believes to be reasonable. While the Company is not aware of any misstatement regarding any industry or government data presented herein, the printed and flexible electronics industry involves risks and uncertainties that are subject to change based on various factors and the Company has not independently verified such third-party information.

The Company’s forward-looking statements are based on the reasonable beliefs, expectations and opinions of management on the date of this Prospectus (or as of the date they are otherwise stated to be made). Although the Company has attempted to identify important factors that could cause actual results to

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differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There is no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

Further, any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by applicable law, the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management of the Company to predict all such factors and to assess in advance the impact of each such factor on the business of the Company or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. See “Risk Factors”.

All of the forward-looking statements contained in this Prospectus are expressly qualified by the foregoing cautionary statements. Investors should read this entire Prospectus and consult their own professional advisors to assess the income tax, legal, and other risk factors, and other aspects, of their investment.

CURRENCY PRESENTATION

Unless stated otherwise or as the context otherwise requires, all references to dollar amounts in this Prospectus, any Prospectus Supplement, and any other document that are incorporated by reference into this Prospectus are references to Canadian dollars, unless otherwise indicated.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus from documents filed with the securities commissions in each of the Provinces of Canada, other than Québec, (the “Securities Commissions”) or any similar authorities in the provinces and territories of Canada . Copies of the documents incorporated herein by reference may also be obtained on request without charge from the Corporate Secretary of Ynvisible Interactive Inc., Suite 830 – 1100 Melville Street, Vancouver, BC, V6E 4A6, Telephone: 778-683-4324. In addition, copies of the documents incorporated by reference herein may be obtained from the Securities Commissions electronically on SEDAR, at www.sedar.com.

The following documents or portions of documents filed with the Securities Commissions are specifically incorporated by reference into, and form an integral part of, this Prospectus:

• the annual information form of the Company for the year ended December 31, 2019, dated February 17, 2021 (the “ AIF ”);

• the audited consolidated financial statements of the Company for the years ended December 31, 2019 and 2018, together with the auditors’ report thereon and the notes thereto;

• the management’s discussion and analysis of financial condition and results of operations of the Company for the year ended December 31, 2019;

• the unaudited condensed interim consolidated financial statements of the Company for the three and nine months ended September 30, 2020 and 2019, together with the notes thereto;

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• the management’s discussion and analysis of financial condition and results of operations of the Company for the nine months ended September 30, 2020; and

• the management information circular dated July 29, 2020 distributed in connection with the annual general and special general meeting of shareholders of the Company held on September 16, 2020.

Any documents of the type referred to above or in Section 11.1 of Form 44-101F1, including any material change reports (excluding confidential reports), annual and interim financial statements (including management’s discussion and analysis filed in connection with such annual and interim financial statements), updated disclosure of earnings interest coverage ratios, and information circulars or annual filings that are filed by the Company with the Securities Commissions or any similar authorities in the provinces and territories of Canada after the date of this Prospectus and prior to the termination of the offering under any Prospectus Supplement shall be deemed to be incorporated by reference into this Prospectus.

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

Upon a new annual information form and the related annual financial statements being filed by the Company with, and, where required, accepted by the Securities Commissions and similar authorities in the provinces and territories of Canada during the currency of this Prospectus, the previous annual information form, the previous annual financial statements and all interim financial statements, material change reports and annual filings or information circulars filed before the commencement of the Company’s fiscal year in which the new annual information form is filed will be deemed no longer to be incorporated by reference into this Prospectus for purposes of future offers and sales of Securities under this Prospectus.

A Prospectus Supplement containing the specific terms in respect of any Securities, updated disclosure of earnings interest coverage ratios (if applicable) and any additional or updated information that the Company may elect to include (provided that such information does not describe a material change that has not already been the subject of a material change report or a prospectus amendment) will be delivered to purchasers of such Securities, together with this Prospectus, and will be deemed to be incorporated into this Prospectus as of the date of such Prospectus Supplement, but only for the purposes of the offering of such Securities.

Any template version of any “marketing materials” (as such terms are defined in National Instrument 41-101 – General Prospectus Requirements of the Canadian Securities Administrators) filed after the date of a Prospectus Supplement and before the termination of the distribution of the Securities offered pursuant to such Prospectus Supplement (together with this Prospectus) is deemed to be incorporated by reference in such Prospectus Supplement.

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THE COMPANY

Name, Address and Incorporation

The Company was incorporated under the BCBCA on September 2, 1983 as “Media Videotex Corp.” On May 15, 1987, September 4, 1990, July 2, 1996 and June 22, 2004, the Company changed its name to “New Century Resources Ltd.”, “A.I. Software Inc.”, “Network Gaming International Corp.” and “Network Exploration Ltd.”, respectively. On January 11, 2018, in connection with a reverse takeover transaction with YD Ynvisible, S.A., the Company changed its name to “Ynvisible Interactive Inc.”

The Company’s head office is located at Suite 830 – 1100 Melville Street, Vancouver, BC, V6E 4A6 and its registered and records office is located at Suite 1500 – 1055 West Georgia Street, Vancouver, BC V6E 4N7.

The Common Shares are listed on the TSXV under the trading symbol “YNV”, quoted on the OTCQB Marketplace in the United States under the trading symbol “YNVYF”, and listed on the Frankfurt Stock Exchange under the trading symbol “1XNA”. The Company is a reporting issuer in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island, and Newfoundland and Labrador.

Intercorporate Relationships

The Company has the following material subsidiaries:

• YD Ynvisible, S.A., a company existing under the laws of Portugal and wholly-owned by the Company;

• Ynvisible GmbH, a company existing under the laws of Germany and wholly-owned by Ynvisible, S.A.; and

• Ynvisible Production AB, a company existing under the laws of Sweden and wholly-owned by the Company.

SUMMARY DESCRIPTION OF THE BUSINESS

Ynvisible is a manufacturer that has developed and integrated know-how, design skill, development acumen, scale manufacturing capability, intellectual property in electrochromic display (“ ECD ”), materials, inks, display systems, and complementing electronic components. The Company is in an early market growth stage regarding sales of such products and services. The Company deploys a mix of products, services, materials, and intellectual property to service a diverse range of customers: fast-moving start-ups, steady and long-term companies within the Fortune 100 and 500, OEM & contract manufacturers, licensors, and the electronics hobbyist community. The Company’s primary market segments include medical devices, logistics, supply chain, and premium consumer products and packaging.

Ynvisible focuses on the marketing, sale, and development of ultra-low-power ECDs and devices, printable onto flexible substrates, using widely available industrial printing and converting techniques. The Company’s products are less complicated to integrate and are a more cost-effective replacement to conventional LCDs, electrophoretic displays (e-paper), and LED indicators. The Company’s vision is to bring everyday objects and surfaces to life, benefitting people in a smart and connected world. Ynvisible aims to be a leading company in the emerging printed and flexible electronics sector.

As a manufacturer within the Printed Electronics sector, the Company couples technology, design, and manufacturing to produce printed electronic displays and devices for its clients.

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Ynvisible sells a mix of standard and customized ultra-low-power and easy-to-use electronic displays and indicators for everyday smart objects, IoT devices, and ambient intelligence (intelligent surfaces). The Company sells other products and services, including contracted research, prototyping, development, pilot production, production, and contract manufacturing services based on printed electronics, pilot and volume production of ECDs, and tailored ECD solutions.

In August 2019, the Company acquired Linköping Sweden-based Consensum AB and its high volume roll-to-roll production equipment, establishing Ynvisible Production AB, and entered the printed electronics production scale-up and contract manufacturing services business. The business is highly complementary to Ynvisible’s business in printed, electronic displays. The Company offers services for the production and quality control of other printed, electronic components (e.g., batteries, solar cells, sensors), and supports converters and end-use customers with the know-how of component integration into printed and hybrid flexible electronics systems.

Ynvisible develops printed ECDs for use in a wide range of smart products. The Company’s ECDs bring enhanced functionality to packaging (e.g. labels, containers), enable the design of lower power and more sustainable devices (e.g. digital thermometers, pregnancy tests), and bring scalability to small and large format displays (e.g. point of purchase retail, sports). ECDs act as visual indicators of product state and respond to human interaction with the product, thereby providing an interface to the Internet of Things.

Ynvisible has and is in process of carrying out development, pilot and commercial programs with brand owners, agencies, and contract manufacturers to integrate the Company’s ECDs in printed promotional materials, e.g. interactive point-of-sale posters and product selectors, direct mailings and greeting cards, name badges, magazine inserts, electronic devices, smart-labels, and packaging. ECD enables on-product interactions and branding features that enforce brand recall, such as on-pack animated and dynamic logos and branding. ECDs can also enhance the product’s user experience, product branding, brand authentication, and brand security.

Smart Labels are a crucial end application field for Ynvisible’s visual indicators, which offer useful information about a product and help ensure product quality or chain of custody integrity. Smart Labels can be placed on tertiary, secondary, and primary packaging, providing multiple touch-points to record and monitor critical information, like opening/tampering, excessive impacts, and temperature or humidity threshold crossings when integrated with different sensor types. The Company’s displays and Smart Label solutions provide time-and cost-saving advantages using timely and clear visual indications, without room for interpretation or intermediation through other complex devices.

In the past three years, the revenue mix of Ynvisible has included contracted research, prototyping, development, and contract production services. Historically, the most substantial revenue-generating segment of the Company has been the sale of research, development, and contract production services. The Company anticipates revenues from customized ECD development contracts will increase in the short term as the Company readies those customers for pilot and recurring, scale manufacturing, and manufacturer distribution in the medium term. The Company actively supports contract manufacturers and industryleading brands to bring OEM solutions containing Ynvisible’s displays to market. In-licensing technologies from partners such as RISE Acreo, a leading center of excellence in electrochromism and organic electronics applied research, support Ynvisible’s innovation pipeline.

CONSOLIDATED CAPITALIZATION

There have been no material changes in the Company’s share and loan capitalization, on a consolidated basis, since September 30, 2020, being the date of the Company’s most recently filed consolidated financial statements incorporated by reference in this Prospectus other than:

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• on November 11 and 18, 2020, the Company issued 625,000 stock options and 75,000 stock options pursuant to its stock option plan, respectively;

• on November 11, 2020, the Company issued 7,000 Common Shares pursuant to a share exchange;

• on January 8, 2021, the Company completed a non-brokered private placement of 12,857,142 units of the Company at $0.35 per unit for gross proceeds of $4,500,000 (the “ January Offering ”). Each unit consisted of one Common Share and one-third of one common share purchase warrant. Each whole warrant entitled the holder to acquire one additional Common Share at $0.50 per Common Share for a period of 18 months from the date of issuance. The Company also issued 452,280 units to eligible finders as finder’s fees.

• on March 17, 2021, the Company granted 265,000 stock options pursuant to its stock option plan;

• the Company issued 957,500 Common Shares pursuant to the exercise of options at a deemed price between $0.30 to $0.37 per Common Share; and

• the Company issued 8,373,818 Common Shares pursuant to the exercise of warrants at a deemed price of $0.60.

As of the date of the Prospectus, the Company had 104,047,415 Common Shares, 5,362,500 options and 5,041,111 warrants issued and outstanding.

USE OF PROCEEDS

The use of proceeds from the sale of Securities will be described in a Prospectus Supplement relating to a specific issuance of Securities. This information will include the net proceeds to the Company from the sale of the Securities, the use of those proceeds and the specific business objectives that the Company expects to accomplish with those proceeds.

All expenses relating to an offering of Securities and any compensation paid to underwriters, dealers or agents, as the case may be, will be paid out of our general funds, unless otherwise stated in the applicable Prospectus Supplement.

ENFORCEMENT OF JUDGMENTS AGAINST FOREIGN PERSONS OR COMPANIES

Certain directors and officers of the Company, reside outside of Canada. Such directors and officers named below have appointed the following agents for service of process:

Name of Director/Foreign Entity Michael Robinson Ramin Heydarpour Jani-Mikael Kuusisto Duarte Mineiro Inês Henriques

Name and Address of Agent

McMillan LLP, Suite 1500 – 1055 West Georgia St., Vancouver, British Columbia, V6E 4N7, Canada McMillan LLP, Suite 1500 – 1055 West Georgia St., Vancouver, British Columbia, V6E 4N7, Canada McMillan LLP, Suite 1500 – 1055 West Georgia St., Vancouver, British Columbia, V6E 4N7, Canada McMillan LLP, Suite 1500 – 1055 West Georgia St., Vancouver, British Columbia, V6E 4N7, Canada McMillan LLP, Suite 1500 – 1055 West Georgia St., Vancouver, British Columbia, V6E 4N7, Canada

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Name of Director/Foreign Entity Carlos Pinheiro Baptista Tommy Höglund	Name and Address of Agent
	McMillan LLP, Suite 1500 – 1055 West Georgia St., Vancouver, British Columbia, V6E 4N7, Canada McMillan LLP, Suite 1500 – 1055 West Georgia St., Vancouver, British Columbia, V6E 4N7, Canada

Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person that resides outside of Canada, even if the party has appointed an agent for service of process.

DESCRIPTION OF SECURITIES

The following is a summary of the material attributes and characteristics of the Securities as at the date of this Prospectus. This summary does not purport to be complete. A Prospectus Supplement may include specific variable terms pertaining to the Securities that are not within the alternatives and parameters described in this Prospectus.

Common Shares

The Company is authorized to issue an unlimited number of Common Shares without par value. As of the date of this Prospectus, 104,047,415 Common Shares are issued and outstanding.

Each Common Share carries the right to attend and vote at all general meetings of shareholders. Holders of Common Shares are entitled to receive on a pro rata basis such dividends, if any, as and when declared by the Company’s board of directors at its discretion from funds legally available for the payment of dividends and upon the liquidation, dissolution or winding up of the Company are entitled to receive on a pro rata basis the net assets of the Company after payment of debts and other liabilities, in each case subject to the rights, privileges, restrictions and conditions attaching to any other series or class of shares ranking senior in priority to or on a pro rata basis with the holders of Common Shares with respect to dividends or liquidation. The Common Shares do not carry any pre-emptive, subscription, redemption or conversion rights, nor do they contain any sinking or purchase fund provisions.

Warrants

This section describes the general terms that will apply to any Warrants that may be offered by the Company pursuant to this Prospectus. Warrants may be offered separately or together with other Securities.

The specific terms of the Warrants, and the extent to which the general terms described in this section apply to those Warrants, will be set forth in the applicable Prospectus Supplement. The Warrants may be issued under a warrant indenture. The applicable Prospectus Supplement will include the details of the warrant indenture governing the Warrants being offered.

The particular terms of each issue of Warrants will be described in the related Prospectus Supplement. Such description will include, where applicable:

• a) the number of Warrants being offered and, if offered as a units with another Security, the number of Warrants or a fraction of a Warrant being offered with such other Security;

• b) the Securities which are underlying the Warrants;

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• c) the exercise price of the Warrants;

• d) the expiry date of the Warrants;

• e) the procedure for exercising Warrants into underlying Securities;

• f) the indenture trustee of the Warrants under the warrant indenture pursuant to which the Warrants are to be issued, if applicable;

• g) the material tax consequences of owning the Warrants (if any); and

• h) any other material terms and conditions of the Warrants.

Subscription Receipts

This section describes the general terms that will apply to any Subscription Receipts that may be offered by the Company pursuant to the Prospectus. Subscription Receipts may be offered separately or together with Common Shares or Warrants, as the case may be. The Subscription Receipts will be issued under a Subscription Receipt agreement.

In the event the Company issues Subscription Receipts, the Company will provide the original purchasers of Subscription Receipts a contractual right of rescission exercisable following the issuance of Common Shares to such purchasers.

The applicable Prospectus Supplement will include details of the Subscription Receipt agreement covering the Subscription Receipts being offered. A copy of the Subscription Receipt agreement relating to an offering of Subscription Receipts will be filed by the Company with the applicable securities regulatory authorities after it has been entered into. The specific terms of the Subscription Receipts, and the extent to which the general terms described in this section apply to those Subscription Receipts, will be set forth in the applicable Prospectus Supplement. This description will include, where applicable:

• a) the number of Subscription Receipts;

• b) the price at which the Subscription Receipts will be offered;

• c) the procedures for the exchange of the Subscription Receipts into Common Shares or Warrants;

• d) the number of Common Shares or Warrants that may be exchanged upon exercise of each Subscription Receipt;

• e) the designation and terms of any other securities with which the Subscription Receipts will be offered, if any, and the number of Subscription Receipts that will be offered with each security;

• f) terms applicable to the gross or net proceeds from the sale of the Subscription Receipts plus any interest earned thereon;

• g) material Canadian federal income tax consequences of owning the Subscription Receipts; and

• h) any other material terms and conditions of the Subscription Receipts.

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Debt Securities

This section describes the general terms that will apply to any Debt Securities that may be offered by the Company pursuant to this Prospectus. Debt Securities may be offered separately or together with other Securities. The specific terms of the Debt Securities, and the extent to which the general terms described in this section apply to those Debt Securities, will be set forth in the applicable Prospectus Supplement.

The Debt Securities will be direct obligations of the Company and may be guaranteed by an affiliate or associate of the Company. The Debt Securities may be senior or subordinated indebtedness of the Company and may be secured or unsecured, all as described in the relevant Prospectus Supplement. In the event of the insolvency or winding up of the Company, the subordinated indebtedness of the Company, including the subordinated Debt Securities, will be subordinate in right of payment to the prior payment in full of all other liabilities of the Company (including senior indebtedness), except those which by their terms rank equally in right of payment with or are subordinate to such subordinated indebtedness.

The Debt Securities may be issued under one or more trust indentures (each, a “ Trust Indenture ”), in each case between the Company and a trustee (each, an “ Indenture Trustee ”). The statements made hereunder relating to any Trust Indenture and the Debt Securities to be issued thereunder are summaries of certain anticipated provisions thereof and do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all provisions of the applicable Trust Indenture.

Each Trust Indenture may provide that Debt Securities may be issued thereunder up to the aggregate principal amount, which may be authorized from time to time by the Company.

The particular terms of each issue of Debt Securities will be described in the related Prospectus Supplement. Such description will include, where applicable:

• a) the designation, aggregate principal amount and authorized denominations of such Debt Securities;

• b) the currency or currency units for which the Debt Securities may be purchased and the currency or currency unit in which the principal and any interest is payable (in either case, if other than Canadian dollars);

• c) the percentage of the principal amount at which such Debt Securities will be issued;

• d) the date or dates on which such Debt Securities will mature;

• e) the rate or rates per annum at which such Debt Securities will bear interest (if any), or the method of determination of such rates (if any);

• f) the dates on which any such interest will be payable and the record dates for such payments;

• g) if applicable, the Indenture Trustee of the Debt Security under the Trust Indenture pursuant to which the Debt Securities are to be issued;

• h) the designation and terms of any securities with which the Debt Securities will be offered, if any, and the number of Debt Securities that will be offered with each security;

• i) whether the Debt Securities are subject to redemption or call and, if so, the terms of such

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redemption or call provisions;

• j) whether such Debt Securities are to be issued in registered form, bearer form or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof;

• k) any exchange or conversion terms;

• l) whether the Debt Securities will be subordinated to other liabilities of the Company and, if so, to what extent;

• m) the material tax consequences of owning the Debt Securities, if any; and

• n) any other material terms and conditions of the Debt Securities.

Debt Securities may be issued at various times with different maturity dates, may bear interest at different rates and may otherwise vary.

Units

This section describes the general terms that will apply to any Units that may be offered by the Company pursuant to this Prospectus.

The following sets forth certain general terms and provisions of the Units under this Prospectus. The following sets forth certain general terms and provisions of the Units offered pursuant to an accompanying Prospectus Supplement, and the extent to which the general terms described in this section apply to those Units, will be set forth in the applicable Prospectus Supplement.

The Units may be comprised of one or more of the other Securities described in the Prospectus in any combination. Each Unit will be issued so that the holder of the Unit is also the holder of each of the Securities included in the Unit. Thus, the holder of a Unit will have the rights and obligations of a holder of each included Security. The unit agreement, if any, under which a Unit is issued may provide that the Securities included in the Unit may not be held or transferred separately, at any time or at any time before a specified date.

The particular terms of each issue of Units will be described in the related Prospectus Supplement. Such description will include, where applicable:

• a) the number of Units offered;

• b) the price or prices, if any, at which the Units will be issued;

• c) the currency at which the Units will be offered;

• d) the Securities comprising the Units;

• e) whether the Units will be issued with any other Securities and, if so, the amount and terms of these Securities;

• f) any minimum or maximum subscription amount;

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• g) whether the Units and the Securities comprising the Units are to be issued in registered form, “bookentry only” form, non-certificated inventory system form, bearer form or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof;

• h) any material risk factors relating to such Units or the Securities comprising the Units;

• i) any other rights, privileges, restrictions and conditions attaching to the Units or the Securities comprising the Units; and

• j) any other material terms or conditions of the Units or the Securities comprising the Units, including whether and under what circumstances the Securities comprising the Units may be held or transferred separately.

PLAN OF DISTRIBUTION

The Company and/or any selling securityholders may from time to time during the 25-month period that this Prospectus, including any amendments hereto, remains valid, offer for sale and issue Common Shares, Warrants, Subscription Receipts, Debt Securities and Units. During such period, the Company may sell up to $20,000,000 in the aggregate, of initial offering price of Securities (or the equivalent amount if any Securities are denominated in a currency other than Canadian dollars).

The Company and/or any selling securityholders will sell the Securities to or through underwriters or dealers or purchasers directly or through agents. The Securities may be sold from time to time in one or more transactions at a fixed price or prices, which may be changed or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices, including sales in transactions that are deemed to be “at-the-market distributions” (as defined in NI 44-102).

A Prospectus Supplement will set forth the terms of the offering, including the name(s) of any underwriters, dealers or agents, the purchase price(s) of the Securities, the proceeds to the Company and/or any selling securityholders from the sale of Securities, any initial public offering price (or the manner of determination thereof if offered on a non-fixed price basis), any underwriting discount or commission and any discounts, concessions or commissions allowed or paid by any underwriter to other dealers. Any initial public offering price and any discounts, concessions or omissions allowed or paid to dealers may be changed from time to time.

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

In connection with any offering of Securities other than an “at-the-market distribution”, unless otherwise specified in a Prospectus Supplement, underwriters or agents may over-allot or effect transactions which stabilize, maintain or otherwise affect the market price of Securities offered at levels other than those which might otherwise prevail on the open market. Such transactions may be commenced, interrupted or discontinued at any time. No underwriter or dealer involved in an “at-the-market distribution” under this Prospectus, no affiliate of such an underwriter or dealer and no person or company acting jointly or in concert with such underwriter or dealer will over-allot Securities in connection with such distribution or effect any other transactions that are intended to stabilize or maintain the market price of the Securities.

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The Securities have not been and will not be registered under the U.S. Securities Act or any state securities laws. Accordingly, the Securities may not be offered, sold or delivered within the United States, and each underwriter or agent for any offering of Securities will agree that it will not offer, sell or deliver the Securities within the United States, except pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A thereunder (“ Rule 144A ”) and in compliance with applicable state securities laws. In addition, until 40 days after the commencement of the offering of Securities, any offer or sale of such Securities within the United States by a dealer (whether or not participating in the offering) may violate the registration requirements of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with Rule 144A.

This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy the Securities in the United States or to, or for the account or benefit of, U.S. persons.

EARNINGS COVERAGE RATIOS

Earnings coverage ratios will be provided as required in the applicable Prospectus Supplement(s) with respect to the issuance of Debt Securities pursuant to this Prospectus.

RECENT DEVELOPMENTS

Other than as described below, there have been no material developments in the Company’s business since February 17, 2021, the date of the Company’s AIF, which have not been disclosed in this Prospectus or the documents incorporated by reference therein.

On February 23, 2021, the Company announced its first customer collaboration to bring new temperature indication solutions to market with SpotSee, the global leader in shock, vibration, and temperature monitoring through low-cost connectivity and data.

PRIOR SALES

For the 12-month period before the date of this Prospectus, the Company issued the following Common Shares and securities exercisable or convertible into Common Shares:

Date of Issuance	Issuance of Common Shares upon:	Number of securities issued	Issue/exercise price per security
May 14, 2020	Common Shares	7,752,875	$0.20(2)
May 20, 2020	Options	325,000	$0.33
September 9, 2020	Options	300,000	$0.24
September 16, 2020	Options	215,000	$0.25
November 11, 2020	Options	625,000	$0.29
November 11,	Common Shares	7,000	$0.38

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2020
November 30, 2020	Options	75,000	$0.30
December 10, 2020	Common Shares	100,000	$0.30(4)
December 10, 2020	Common Shares	50,000	$0.37(4)
December 15, 2020	Common Shares	337,500	$0.30(4)
December 15, 2020	Common Shares	856,505	$0.60(5)
December 22, 2020	Common Shares	141,000	$0.60(5)
January 5, 2021	Common Shares	60,000	$0.60(5)
January 8, 2021	Common Shares	13,309,422	$0.35(3)
January 8, 2021	Warrants	4,436,474	$0.50(3)
January 11, 2021	Common Shares	35,000	$0.60(5)
January 12, 2021	Common Shares	66,000	$0.60(5)
January 19, 2021	Common Shares	100,000	$0.30(4)
January 19, 2021	Common Shares	1,626,380	$0.60(5)
January 21, 2021	Common Shares	95,000	$0.60(5)
January 22, 2021	Common Shares	1,707,245	$0.60(5)
January 25, 2021	Common Shares	100,000	$0.37(4)
January 25, 2021	Common Shares	736,650	$0.60(5)
January 26, 2021	Common Shares	629,000	$0.60(5)
January 27, 2021	Common Shares	779,000	$0.60(5)
January 28, 2021	Common Shares	299,693	$0.60(5)
January 29, 2021	Common Shares	269,000	$0.60(5)

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February 2, 2021	Common Shares	150,000	$0.33(4)
February 2, 2021	Common Shares	66,500	$0.60(5)
February 3, 2021	Common Shares	85,230	$0.60(5)
February 4, 2021	Common Shares	150,000	$0.60(5)
February 5, 2021	Common Shares	82,000	$0.60(5)
February 8, 2021	Common Shares	27,500	$0.60(5)
February 9, 2021	Common Shares	32,500	$0.60(5)
February 11, 2021	Common Shares	38,750	$0.60(5)
February 12, 2021	Common Shares	25,000	$0.60(5)
February 12, 2021	Common Shares	7,500	$0.60(5)
February 12, 2021	Common Shares	11,000	$0.60(5)
February 16, 2021	Common Shares	33,330	$0.60(5)
February 16, 2021	Common Shares	8,500	$0.60(5)
February 16, 2021	Common Shares	7,750	$0.60(5)
February 19, 2021	Common Shares	100,000	$0.30(4)
February 19, 2021	Common Shares	6,250	$0.60(5)
February 19, 2021	Common Shares	6,250	$0.60(5)
February 25, 2021	Common Shares	28,000	$0.60(5)
February 25, 2021	Common Shares	15,000	$0.60(5)
February 25, 2021	Common Shares	6,500	$0.60(5)
February 25, 2021	Common Shares	15,000	$0.60(5)
March 1, 2021	Common Shares	38,750	$0.60(5)
March 1, 2021	Common Shares	25,000	$0.60(5)
March 1, 2021	Common Shares	5,750	$0.60(5)
March 3, 2021	Common Shares	15,000	$0.60(5)

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Notes:

• 1) 318,400 Common Shares issued in exchange of 318,400 common shares of Ynvisible, S.A.

• 2) On May 14, 2020, the Company completed a non-brokered private placement of 7,500,000 Common Shares at $0.20 per Common Share to raise gross proceeds of $1,500,000. 252,875 Common Shares were issued to eligible finders.

• 3) Units issued pursuant to the January Offering. Units were issued to eligible finders.

• 4) Common shares issued pursuant to stock option exercises.

• 5) Common shares issued pursuant to common share purchase warrant exercises.

PRICE RANGE AND TRADING VOLUME

The Common Shares are listed on the TSXV under the trading symbol “YNV”. The following tables set forth information relating to the trading of the Common Shares on the TSXV for the months indicated. On April 16, 2021, the last trading day prior to the date of this Prospectus, the closing price of the Common Shares on the TSXV was $1.03.

Month	TSXV Price Range	TSXV Price Range	Total Volume
	High ($)	Low ($)
April 1-16, 2021	1.26	1.00	767,714
March 30, 2021	1.68	0.97	3,200,563
February 2021	1.72	1	5,333,882
January 2021	2.05	0.63	11,059,688
December 2020	0.93	0.34	12,315,786
November 2020	0.41	0.28	3,333,869
October 2020	0.445	0.225	4,942,170
September 2020	0.28	0.21	1,579,167
August 2020	0.34	0.24	910,660
July 2020	0.345	0.26	444,234
June 2020	0.395	0.27	1,773,406
May 2020	0.41	0.23	4,194,741
April 2020	0.33	0.125	1,640,956
March 2020	0.235	0.08	772,622

RISK FACTORS

An investment in the securities of the Company is speculative and subject to risks and uncertainties. The occurrence of any one or more of these risks or uncertainties could have a material

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adverse effect on the value of any investment in the Company and the business, prospects, financial position, financial condition or operating results of the Company. Additional risks and uncertainties not presently known to the Company or that the Company currently deems immaterial may also impair the Company’s business operations.

Prospective investors should carefully consider all information contained in this Prospectus, including all documents incorporated by reference, and in particular should give special consideration to the risk factors under the section titled “Risk Factors” in the AIF, which is incorporated by reference in this Prospectus and which may be accessed on the Company’s SEDAR profile at www.sedar.com, and the information contained in the section entitled “Cautionary Statement Regarding Forward-Looking Information”. Additionally, purchasers should consider the risk factors set forth below.

The risks and uncertainties described or incorporated by reference in this Prospectus are not the only ones the Company may face. Additional risks and uncertainties that the Company is unaware of, or that the Company currently deems not to be material, may also become important factors that affect the Company. If any such risks actually occur, the Company’s business, financial condition or results of operations could be materially adversely affected, with the result that the trading price of the Common Shares could decline and investors could lose all or part of their investment.

No Existing Trading Market (other than for Common Shares)

There is currently no market through which the Securities (other than Common Shares) may be sold and purchasers of such Securities may not be able to resell such Securities purchased under this Prospectus. There can be no assurance that an active trading market will develop for such Securities after an offering or, if developed, that such market will be sustained. This may affect the pricing of such Securities in the secondary market, the transparency and availability of trading prices, the liquidity of such Securities and the extent of issuer regulation. The public offering prices of the Securities may be determined by negotiation between the Company and underwriters based on several factors and may bear no relationship to the prices at which the Securities will trade in the public market subsequent to such offering. See “Plan of Distribution”.

Ongoing Impact of COVID-19

The development and operation of the Company’s business is dependent on labour inputs which could be adversely disrupted by the ongoing impact of COVID-19. The outbreak has resulted in governments implementing numerous measures to contain COVID-19, such as travel bans and restrictions, particularly quarantines, shelter-in-place or total lock-down orders and business limitations and shutdowns. These containment measures are subject to change and the respective government authorities may tighten the restrictions at any time. The Company’s facilities continue to be operational and management is working closely with local regulatory bodies to ensure that the Company continues to meet and exceed the standards in markets in which the Company operates. While it is difficult to predict the impact of the coronavirus outbreak on the Company’s business, measures taken by the Canadian and European governments and voluntary measures undertaken by the Company with a view to the safety of the Company’s employees, may adversely impact the Company’s business, for instance by impeding the labour required to produce, market and distribute the Company’s products and disrupting the Company’s critical supply chains. In addition, sales volumes of the Company’s products may be adversely impacted by consumer “social distancing” behaviours. Shelter-in-place orders and social distancing practices designed to limit the spread of COVID-19 may affect the Company’s business. The Company continues to dynamically monitor developments in order to adapt and respond in order to protect the health and safety of the Company’s employees and the best interests of the Company. As a result of further health guidelines or order, the Company may take actions that alter its business operations or take other steps as management determines

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are in the best interests of the Company’s employees, customers, partners, suppliers, shareholder and other stakeholders. Any such alterations or actions could cause substantial interruption to the Company’s business and could have a material adverse effect on its business, operating results, financial condition and the trading price of the Company’s securities and could include, among other things, temporary closures of one or more of the Company’s facilities, the potential or increased network vulnerability and risk of data loss resulting form increased use of remote access and removal of data from the Company’s facilities. The COVID-19 pandemic poses a risk that the Company or its employees, contractors, suppliers and other partners may be prevented from conducting business activities for an indefinite period of time. There is no assurance that the Company’s operations will continue to be deemed essential and/or the Company will continue to be permitted to operate in the future.

Credit ratings may change

There is no assurance that any credit rating assigned to Securities issued hereunder will remain in effect for any given period of time or that any rating will not be lowered or withdrawn entirely by the relevant rating agency. A lowering or withdrawal of such rating may have an adverse effect on the market value of the Securities.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Other than disclosed in this Prospectus, there are no material interest, direct or indirect, of the directors or officers of the Company, any shareholder that beneficially owns more than 10% of the Common Shares or any associate or affiliate of any the foregoing persons in any transaction within the last three years or any proposed transaction that has materially affected or would materially affect the Company or any of its subsidiaries.

CERTAIN INCOME TAX CONSIDERATIONS

The applicable Prospectus Supplement may describe certain Canadian federal income tax consequences generally applicable to investors described therein of acquiring Securities, including, in the case of an investor who is not a resident of Canada, Canadian non-resident withholding tax consideration.

LEGAL MATTERS AND INTEREST OF EXPERTS

Certain legal matters relating to an offering of the Securities will be passed upon by McMillan LLP, on behalf of the Company. As at the date hereof, the partners and associates of McMillan LLP, as a group beneficially own, directly or indirectly, less than one percent of the outstanding Common Shares of the Company. In addition, certain legal matters in connection with any offering of Securities will be passed upon for any underwriters, dealers or agents by counsel to be designated at the time of the offering by such underwriters, dealers or agents with respect to matters of Canadian and, if applicable, United States or other foreign law.

AUDITORS, TRANSFER AGENT AND REGISTRAR

The auditors of the Company are Morgan & Company LLP, Chartered Professional Accountants, Vancouver, British Columbia.

The Company’s Registrar and Transfer Agent is Computershare Investor Services Inc., located in Vancouver, British Columbia.

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PURCHASERS’ CONTRACTUAL RIGHTS

Original purchasers of Warrants, Subscription Receipts and Debt Securities which are convertible into other securities of the Company will have a contractual right of rescission against the Company in respect of the conversion, exchange or exercise of such Warrants, Subscription Receipts and Debt Securities. The contractual right of rescission will entitle such original purchasers to receive the amount paid upon conversion, exchange or exercise, upon surrender of the underlying securities gained thereby, in the event that this Prospectus (as supplemented or amended) contains a misrepresentation, provided that: (i) the conversion, exchange or exercise takes place within 180 days of the date of the purchase of the convertible, exchangeable or exercisable security under this Prospectus; and (ii) the right of rescission is exercised within 180 days of the date of the purchase of the convertible, exchangeable or exercisable security under this Prospectus. This contractual right of rescission will be consistent with the statutory right of rescission described under section 130 of the Securities Act (British Columbia), and is in addition to any other right or remedy available to original purchasers under section 130 of the Securities Act (British Columbia) or otherwise at law.

Original purchasers are further advised that in certain provinces or territories the statutory right of action for damages in connection with a prospectus misrepresentation is limited to the amount paid for the convertible, exchangeable or exercisable security that was purchased under a prospectus, and therefore a further payment at the time of conversion, exchange or exercise may not be recoverable in a statutory action for damages. The purchaser should refer to any applicable provisions of the securities legislation of the province in which the purchaser resides for the particulars of these rights, or consult with a legal advisor.

PURCHASERS’ STATUTORY RIGHTS

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

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CERTIFICATE OF THE COMPANY

Dated: April 19, 2021

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

(signed) Michael Robinson Chief Executive Officer

(signed) Darren Urquhart Chief Financial Officer

On Behalf of the Board of Directors

(signed) Ramin Heydarpour Director

(signed) Jani-Mikael Kuusisto Director

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