AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF SUCH STATE. THE COMPANY MAY ELECT TO SATISFY ITS OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF THE COMPANY’S SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

PRELIMINARY OFFERING CIRCULAR - DATED OCTOBER 24, 2024

SUBJECT TO COMPLETION

MIDORI GROUP INC.

Registrant’s principal address: # 5 Hazelton Ave. Suite 400, Toronto, Ontario Canada, M5R 2E1

Registrant’s telephone number, including area code: 289-242-5623

Registrant’s website: www.midori-bio.com

Midori Group Inc. (herein referred to as “Midori,” “we,” “us,” “our,” and the “Company”) is offering up to 20,000,000 shares of our common stock (the “Shares”) at $1.00 per share, for gross proceeds of up to $20,000,000 (“Maximum Offering Amount”). The minimum investment established for each investor is $500 in Shares. The sale of Shares will commence once this Offering Circular, as amended from time-to-time, is qualified by the Securities and Exchange Commission (“SEC”). For more information on the securities offered hereby, please see the item titled “Securities Being Offered” on page 40.

Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

Our common stock is not now listed on any national securities exchange, quotation system or the Nasdaq stock market and there is no market for our securities. There is no guarantee, and it is unlikely, that an active trading market will develop in our securities. Investors should be prepared to hold our Shares indefinitely.

This offering is being made pursuant to Tier 2 of Regulation A, following the Form 1-A Offering Circular disclosure format.

This offering is highly speculative and these securities involve a high degree of risk and should be considered only by persons who can afford the loss of their entire investment. See “Risk Factors” on Page 5.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

TABLE OF CONTENTS

SUMMARY INFORMATION

This summary highlights some of the information in this Offering Circular. It is not complete and may not contain all of the information that you may want to consider. To understand this offering fully, you should carefully read the entire circular, including the section entitled “Risk Factors” and the exhibits included with the Offering Statement, before making a decision to invest in our securities. Unless otherwise noted or unless the context otherwise requires, the terms “we,” “us,” “our,” “Midori,” and the “Company” refer to Midori Group Inc. together with its wholly owned subsidiaries. In instances where we refer emphatically to “Midori Group Inc.” or where we refer to a specific subsidiary of ours by name, we are referring only to that specific legal entity. The term “Offering Circular” refers to this Offering Circular which comprises Part 2 of the Offering Statement (“Offering Statement”) filed with the SEC on Form 1-A of which this Offering Circular is a part.

The Company

Midori Group Inc. a British Columbia corporation, was originally incorporated as 1284670 B.C. LTD in British Columbia, Canada under the British Columbia Business Corporations Act on January 19, 2021. It was renamed to Midori Group Inc. on June 29, 2022. Our wholly owned operating subsidiary, Midori-Bio Inc., an Ontario corporation, was incorporated in Ontario, Canada under the Canada Business Corporations Act on January 6, 2021, and acquired by the Company in August, 2021.

Midori Group Inc. is currently incorporated and in good standing in British Columbia, Canada. Our principal executive offices are located at 5 Hazelton Avenue Suite 400, Toronto, ON M5R 2E1, and our telephone number 905-330-9113. Our website address is www.midori-bio.com. The information contained on our website is not incorporated by reference into this Offering Circular, and you should not consider any information contained on, or that can be accessed through, our website as part of this Offering Circular or in deciding whether to purchase our Shares.

Business

We are a global eco-friendly distributor, sales and marketing company of a green, biodegradable plastic additive. The additive is currently produced and supplied by a third-party (IP Holder) and sold under our own private brand label “Midori Biosolutions.” The Midori Biosolutions additive is FDA FOOD, REACH, FTC, PROP65, CONEG compliant, non-toxic, no heavy metals, no starches, free of BPA & Phosphates with extensive testing data available for customers. We believe the additive will provide consumer packaged goods (CPG) brands with a sustainable end-of-life biodegradable solution, without impeding normal recycle/composting plastics, and a practical and viable solution for reducing plastic waste from the world environment. We have trademarked “Advanced BioRecycle” in order to fit into the current government & industry primary desire to recycle. BioRecycle is part of the other two recycle processes including Mechanical and Chemical recycling; but with the clear advantage of no energy required to complete the recycle process in landfills and no microplastics as an end state of the plastic. The Midori Biosolutions additive is an innovative technology that aims to solve the major problem of the amount of time it takes for plastic to decompose, as it can otherwise take centuries to biodegrade. With this additive, we seek to accelerate the natural biodegradation process and reduce the timeframe to just a few years. We believe that the additive can help CPG brand owners alleviate the challenges associated with unrecycled plastics, supporting their industry and governmental plastic targets.

The Midori Biosolutions additive is in the initial integration phase, and we are currently working with approximately 51 consumer and industrial brands who are searching for a sustainable direction. We are in testing and pre-launch production mode as to a number of major brands in the foods, beverages, sporting goods, footwear and medical supplies industries.

The Midori Biosolutions additive is considered a natural organic FDA compliant additive for plastic. Based on findings of independent third-party testing, the Midori Biosolutions additive is 100% organic and non-starch based with no heavy metals, and it reduces treated microplastics while creating a renewable energy source. The Midori Biosolutions additive aims to provide brands and retailers with a sustainable solution. The Midori-Biosolutions additive is sold by us in many formats, including, but not limited to, pellets, powder, polyethylene terephthalate (PET), polypropylene (PP), polystyrene (PS), nylon, and synthetic rubber (collectively, referred to herein as our “products”). We aim to provide an end-of-life solution for all plastics. The Company does not seek to interfere with current recycling efforts, and instead intends to compliment these efforts with our solutions. We believe that the Midori Biosolutions additive provides brands and retailers with a sustainable solution for fossil fuel-based plastics.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Due to recurring losses from operations and the accumulated deficit the Company’s auditor has stated that substantial doubt exists about the Company’s ability to continue as a going concern.

The consolidated financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operations for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. The application of the going concern basis is dependent upon the Company achieving profitable operations to generate sufficient cash flows to fund continuing operations, or, in the absence of adequate cash flows from operations, obtaining additional financing to support operations for the foreseeable future.

Capitalization

We are authorized to issue an unlimited amount of Common Shares with no par value per share. As of July 30, 2024, the Company had 47,468,500 Shares issued and outstanding. Following this offering, assuming all offered Shares are sold and no Shares outside of this offering are issued, we will have 67,468,500 Shares outstanding.

The Company has the following warrants and options issued and outstanding:

5,000,000 warrants, with a strike price of C$0.25 expiring 3 years from public listing

9,000,000 warrants expiring June 17, 2025, strike price of C$0.05

1,000,000 stock options at a strike price of C$0.50

75,000 warrants, with a strike price of C$1.00, expiring May 14, 2027.

Use of Proceeds

In general, the Company will use net proceeds from the offering for operational working capital, marketing, capital expenditures and ongoing legal and accounting. See “Use of Proceeds” on page 26 for more detail.

The Offering

This Offering Circular relates to the sale of up to 20,000,000 Shares of our common stock at a price of $1.00 per Share. The minimum investment amount established for each investor is $500 in Shares.

To offset some of the transactional expenses associated with this offering, we will charge investors an Investor Processing Fee equal to 3% of their subscription amounts (i.e. $3 for every $100 invested). Thus, the minimum investment for any investor is $500 in Shares plus a $15 Investor Processing Fee. The Broker will earn its commission on the Investor Processing Fees collected by the Company, subject to the agreed cap on commissions. The Investor Processing Fee will be applied towards the maximum amount the Company can raise under Regulation A (effectively increasing the Maximum Offering Amount and price per Share by 3%) and each unaccredited investor’s investment limits discussed herein. No Shares will be issued in consideration for the Investor Processing Fee.

There is no minimum offering amount and no provision to escrow or return investor funds if any minimum number of shares is not sold. All funds raised by the Company from this offering will be immediately available for the Company’s use.

Shares are being offered on a “best efforts” basis. We have engaged Dealmaker Securities LLC to act as the Broker of record in connection with this offering, but not for underwriting or placement agent services. We have also engaged affiliates of the Broker to provide technology services.

In order to subscribe to purchase the shares, a prospective investor must complete a subscription agreement and send payment by wire transfer, ACH, or credit card through our subscription portal at www.__________.com. Investors must answer certain questions to determine compliance with the investment limitation set forth in Regulation A Rule 251(d)(2)(i)I under the Securities Act, which states that in offerings such as this one, where the securities will not be listed on a registered national securities exchange upon qualification, the aggregate purchase price to be paid by an investor who is a natural person for the securities cannot exceed 10% of the greater of the investor’s annual income or net worth, unless the purchaser is an accredited investor. In the case of an investor who is not a natural person, revenues or net assets for the investors’ most recently completed fiscal year are used instead.

This offering will terminate at the earlier to occur of: (i) all Shares offered hereby are sold, (ii) three years from the date this Offering Circular, as amended, is qualified with the SEC, or (iii) such earlier date as determined by the Company.

ABOUT THIS CIRCULAR

We have prepared this Offering Circular to be filed with the SEC for our offering of securities. The Offering Circular includes exhibits that provide more detailed descriptions of the matters discussed in this Offering Circular.

You should rely only on the information contained in this Offering Circular and its exhibits. We have not authorized any person to provide you with any information different from that contained in this Offering Circular. The information contained in this Offering Circular is complete and accurate only as of the date of this Offering Circular, regardless of the time of delivery of this Offering Circular or sale of our shares. This Offering Circular contains summaries of certain other documents, but reference is hereby made to the full text of the actual documents for complete information concerning the rights and obligations of the parties thereto. All documents relating to this offering and related documents and agreements, if readily available to us, will be made available to a prospective investor or its representatives upon request.

INDUSTRY AND MARKET DATA

The industry and market data used throughout this Offering Circular have been obtained from our own research, surveys or studies conducted by third parties and industry or general publications. Industry publications and surveys generally state that they have obtained information from sources believed to be reliable, but do not guarantee the accuracy and completeness of such information. We believe that each of these studies and publications is reliable. We have not engaged any person or entity to provide us with industry or market data.

TAX CONSIDERATIONS

No information contained herein, nor in any prior, contemporaneous or subsequent communication should be construed by a prospective investor as legal or tax advice. We are not providing any tax advice as to the acquisition, holding or disposition of the securities offered herein. In making an investment decision, investors are strongly encouraged to consult their own tax advisor to determine the U.S./CAN Federal, state and any applicable foreign tax consequences relating to their investment in our securities. This written communication is not intended to be “written advice,” as defined in Circular 230 published by the U.S. Treasury Department

PRESENTATION OF FINANCIAL INFORMATION

The financial information contained in this Offering Circular derives from (i) the audited financial statements of Midori Group Inc. (formerly known as 1284670 B.C. LTD), a British Columbian corporation, for the periods ended September 30, 2022 and September 30, 2023. Our audited financial statements are prepared in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB. Our fiscal year ends on September 30 of each year, so all references to a particular fiscal year are to the applicable year ended September 30. References to “$,” “USD$” or “dollars” are to U.S. dollars, and all references to “CAD$” or “C$” are to the lawful currency of Canada. Except as otherwise indicated, our financial statements and other information are presented in Canadian dollars while offering terms are expressed in USD$.

SPECIAL INFORMATION REGARDING FORWARD LOOKING STATEMENTS

Some of the statements in this Offering Circular are “forward-looking statements.” These forward-looking statements involve certain known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among others, the factors set forth above under “Risk Factors.” The words “believe,” “expect,” “anticipate,” “intend,” “plan,” and similar expressions identify forward-looking statements. We caution you not to place undue reliance on these forward-looking statements.

We undertake no obligation to update and revise any forward-looking statements or to publicly announce the result of any revisions to any of the forward-looking statements in this document to reflect any future or developments. However, the Private Securities Litigation Reform Act of 1995 is not available to us as a non-reporting issuer. Further, Section 27A(b)(2)(D) of the Securities Act and Section 21E(b)(2)(D) of the Exchange Act expressly state that the safe harbor for forward looking statements does not apply to statements made in connection with an initial public offering.

RISK FACTORS

Any investment in our common stock involves a high degree of risk. Investors should carefully consider the risks described below and all of the information contained in this Offering Circular before deciding whether to purchase our common stock. Our business, financial condition or results of operations could be materially adversely affected by these risks if any of them actually occur. Some of these factors have affected our financial condition and operating results in the past or are currently affecting us. This Offering Circular also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks described below and elsewhere in this Offering Circular. In addition to the other information provided in this Offering Circular, you should carefully consider the following risk factors in evaluating our business and before purchasing any of our common stock. Material risks identified by the Company are discussed in this section; however, discussion may not include all risks applicable to an investment in Shares to the extent such risks have not been contemplated by the Company.

Risks Related to this Offering and our Common Stock

There is no current market for any shares of the Company’s stock.

There is no established trading market for our Shares and there may never be one. As a result, if you decide to sell these securities in the future, you may not be able to find a buyer. Investors should assume that they may not be able to liquidate their investment or be able to pledge their shares as collateral and should be prepared to hold this investment indefinitely.

Investors will hold minority interests in the Company.

While the common stock is entitled to vote on Company matters, investors in their individual capacities will represent a minority of the Company’s authorized voting stock. Accordingly, individual investors should anticipate little or no ability to direct the Company’s operations.

Using a credit card to purchase shares may impact the return on your investment as well as subject you to other risks inherent in this form of payment.

Investors in this offering may at some point have the option of paying for their investment with a credit card, which is not usual in the traditional investment markets. Transaction fees charged by your credit card company and interest charged on unpaid card balances (which can reach almost 30% in some states) add to the effective purchase price of the shares you buy. See “Plan of Distribution and Selling Shareholders.” The cost of using a credit card may also increase if you do not make the minimum monthly card payments and incur late fees. Using a credit card is a relatively new form of payment for securities and will subject you to other risks inherent in this form of payment, including that, if you fail to make credit card payments (e.g. minimum monthly payments), you risk damaging your credit score and payment by credit card may be more susceptible to abuse than other forms of payment. Moreover, where a third-party payment processor is used, your recovery options in the case of disputes may be limited. The increased costs due to transaction fees and interest may reduce the return on your investment.

The SEC’s Office of Investor Education and Advocacy issued an Investor Alert dated February 14, 2018 entitled Credit Cards and Investments – A Risky Combination, which explains these and other risks you may want to consider before using a credit card to pay for your investment.

The subscription agreement has a forum selection provision that requires disputes be resolved in state or federal courts in the state of British Columbia, regardless of convenience or cost to you, the investor.

As part of this investment, each investor will be required to agree to the terms of the subscription agreement included as Exhibit 4.1 to the Offering Statement of which this Offering Circular is part. In the agreement, investors agree to resolve disputes arising under the subscription agreement in state or federal courts located in the province of British Columbia, Canada, for the purpose of any suit, action or other proceeding arising out of or based upon the agreement. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. The Company believes that the exclusive forum provision applies to claims arising under the Securities Act, but there is uncertainty as to whether a court would enforce such a provision in this context. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. You will not be deemed to have waived the Company’s compliance with the U.S. federal securities laws and the rules and regulations thereunder. This forum selection provision may limit your ability to obtain a favorable judicial forum for disputes with us. Although we believe the provision benefits us by providing increased consistency in the application of British Columbia law in the types of lawsuits to which it applies and in limiting our litigation costs, to the extent it is enforceable, the forum selection provision may limit investors’ ability to bring claims in judicial forums that they find favorable to such disputes, may increase investors’ costs of bringing suit and may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the provision inapplicable to, or unenforceable in an action, the Company may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect its business, financial condition or results of operations.

We do not anticipate paying any cash dividends.

We presently do not anticipate that we will pay any dividends on any of our common stock in the foreseeable future. The payment of dividends, if any, would be contingent upon our revenues and earnings, if any, capital requirements, and general financial condition. The payment of any dividends will be within the discretion of our Board of Directors (the “Board”). We presently intend to retain all earnings to implement our business plan; accordingly, we do not anticipate the declaration of any dividends in the foreseeable future.

We may need additional capital, and the sale of additional Shares or other equity securities could result in additional dilution to our stockholders.

We may require additional capital for the development and commercialization of our products and may require additional cash resources due to changed business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If our resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. We may sell an unlimited number of Shares. The sale of additional equity securities could result in additional dilution to our stockholders, in an amount that cannot be determined at this time. The incurrence of additional indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

Our principal stockholders and management own a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval.

Our Chief Executive Officer and President each beneficially own approximately 21.98% of the Company’s common stock. Accordingly, they will collectively have significant influence over our affairs due to their substantial ownership coupled with their positions on our board and management team. For example, they may be able to significantly influence elections of directors, amendments of our organizational documents, or approval of any merger, sale of assets, or other major corporate transaction. This concentration of ownership may prevent or discourage unsolicited acquisition proposals or offers for our common stock that some of our stockholders may believe is in their best interest.

Because our management will have broad discretion and flexibility in how the net proceeds from this offering are used, we may use the net proceeds in ways in which you disagree.

The intended use of proceeds from this offering is more particularly described in the Section titled “Use of Proceeds,” however, such description is not binding and the actual use of proceeds may differ from the description contained therein. Accordingly, our management will have significant discretion and flexibility in applying the net proceeds of this offering. You will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the net proceeds are being used appropriately. It is possible that the net proceeds will be invested in a way that does not yield a favorable, or any, return for us. The failure of our management to use such funds effectively could have a material adverse effect on our business, financial condition, operating results and cash flow.

The offering price of our Shares from the Company has been arbitrarily determined.

Our management has determined the Shares offered by the Company. The price of the Shares we are offering was arbitrarily determined based upon the illiquidity and volatility of our common stock, our current financial condition and the prospects for our future cash flows and earnings, and market and economic conditions at the time of the offering. The offering price for the common stock sold in this offering may be more or less than the fair market value for our common stock.

The best-efforts structure of this offering may yield insufficient gross proceeds to fully execute our business plan.

Shares are being offered on a best-efforts basis. We are not required to sell any specific number or dollar amount of common stock, but will use our best efforts to sell the Shares offered by us. As a “best efforts” offering, there can be no assurance that the offering contemplated by this Offering Circular will result in any proceeds being made available to us.

We may not register or qualify our securities with any state agency pursuant to blue sky regulations.

The holders of our shares of common stock and persons who desire to purchase them in the future should be aware that there may be significant state law restrictions upon the ability of investors to resell our shares. We currently do not intend to and may not be able to qualify securities for resale in states which require shares to be qualified before they can be resold by our shareholders.

We are relying on the exemption for insignificant participation by benefit plan investors under ERISA.

The Plan Assets Regulation of the Employee Retirement Income Security Act of 1974 (“ERISA”) provides that the assets of an entity will not be deemed to be the assets of a benefits plan if equity participation in the entity by benefit plan investors, including benefit plans, is not significant. The Plan Assets Regulation provides that equity participation in the entity by benefit plan investors is “significant” if, at any time, 25% or more of the value of any class of equity interest is held by benefit plan investors. Because we are relying on this exemption, we will not accept investments from benefit plan investments of 25% or more of the value of any class of equity interest. If repurchases of shares reach 25%, we may repurchase shares of benefit plan investors without their consent until we are under such 25% limit. See the section of this offering circular captioned “ERISA Considerations” for additional information regarding the Plan Assets Regulation.

Shares are being offered under an offering exemption under Regulation A and, if it were later determined that such exemption was not available, U.S. purchasers would be entitled to rescind their purchase agreements.

Shares are being offered to prospective investors pursuant to Tier 2 of Regulation A under the Securities Act. Unless the sale of Shares should qualify for such exemption the U.S. investors might have the right to rescind their purchase of Shares. Since compliance with these exemptions is highly technical, it is possible that if an investor were to seek rescission, such investor would succeed. A similar situation prevails under state law in those states where Shares may be offered without registration. If a number of investors were to be successful in seeking rescission, the Company would face severe financial demands that could adversely affect the Company and, thus, the non-rescinding investors. Inasmuch as the basis for relying on exemptions is factual, depending on the Company’s conduct and the conduct of persons contacting prospective investors and making the offering, the Company will not receive a legal opinion to the effect that this offering is exempt from registration under any federal or state law. Instead, the Company will rely on the operative facts as documented as the Company’s basis for such exemptions.

Investors in our securities could experience immediate and substantial dilution after this offering.

The public offering price of our Shares is higher than the pro forma net tangible book value per share of the outstanding Common Shares immediately after this offering. As a result of this dilution, investors purchasing Shares in this offering could receive significantly less than the full purchase price that they paid for the Shares purchased in this offering in the event of a liquidation. Further, we have outstanding warrants and options with strike prices less than the price per Share in this offering. Consequently, if these securities are exercised, there could be further dilution to the purchasers of our Shares.

We may experience investment delays.

There may be a delay between the time an investor’s subscription is accepted by the Company and the time the proceeds of this offering are deployed. During these periods, the Company may invest these proceeds in short-term certificates of deposit, money-market funds, or other liquid assets with FDIC-insured and/or NCUA-insured banking institutions, which may not yield a return as high as if deployed towards operations.

There may be deficiencies with our internal controls that require improvements.

As a Tier 2 issuer, we will not need to provide a report on the effectiveness of our internal controls over financial reporting, and we will be exempt from the auditor attestation requirements concerning any such report. We do not know whether our internal control procedures are effective and therefore there is a greater likelihood of undiscovered errors in our internal controls or reported financial statements as compared to issuers that have conducted such evaluations.

Investors in this offering may not be entitled to a jury trial with respect to claims arising under the Subscription Agreement, which could result in less favorable outcomes to the plaintiff(s) in any action under these Agreements.

Investors in this offering will be bound by the Subscription Agreement, which includes a provision under which investors waive the right to a jury trial of any claim, other than claims arising under federal securities laws, that they may have against the Company arising out of or relating to these agreements. By signing the Subscription Agreement, the investor warrants that the investor has reviewed this waiver with his or her legal counsel, and knowingly and voluntarily waives the investor’s jury trial rights following consultation with the investor’s legal counsel.

If you bring a claim against the Company in connection with matters arising under the Subscription Agreement, other than claims under the federal securities laws, you may not be entitled to a jury trial with respect to those claims, which may have the effect of limiting and discouraging lawsuits against the Company. If a lawsuit is brought against the Company, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in such an action.

We will be subject to ongoing public reporting requirements that are less rigorous than rules for more mature public companies, and our investors receive less information.

We are required to report on an ongoing basis under the reporting rules set forth in Regulation A for Tier 2 issuers. The ongoing reporting requirements under Regulation A are more relaxed than for public companies reporting under the Exchange Act. The differences include, but are not limited to, being required to file only annual and semiannual reports, rather than annual and quarterly reports. Annual reports are due within 120 calendar days after the end of our fiscal year, and semiannual reports are due within 90 calendar days after the end of the first six months of our fiscal year.

We also may elect to become a public reporting company under the Exchange Act. If we elect or are required to do so, we will be required to publicly report on an ongoing basis as an emerging growth company, as defined in the JOBS Act, under the reporting rules set forth under the Exchange Act. For so long as we remain an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to other Exchange Act reporting companies that are not emerging growth companies. Alternatively, in the event we become a public reporting company under the Exchange Act, we may qualify for reduced reporting obligations as a Foreign Private Issuer.

In any case, we will be subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not Foreign Private Issuers or emerging growth companies, and investors could receive less information than they might expect to receive from more mature public companies.

If we are required to register any Shares under the Exchange Act, it would result in significant expense and reporting requirements that would place a burden on the Company.

Subject to certain exceptions, Section 12(g) of the Exchange Act requires an issuer with more than $10 million in total assets to register a class of its equity securities with the Commission under the Exchange Act if the securities of such class are held of record at the end of its fiscal year by more than 2,000 persons or 500 persons who are not “accredited investors.” To the extent the Section 12(g) assets and holders limits are exceeded, we intend to rely upon a conditional exemption from registration under Section 12(g) of the Exchange Act contained in Rule 12g5-1(a)(7) under the Exchange Act (the “Reg. A+ Exemption”), which exemption generally requires that the issuer (i) be current in its Form 1-K, 1-SA and 1-U filings as of its most recently completed fiscal year end; (ii) engage a transfer agent that is registered under Section 17A(c) of the Exchange Act to perform transfer agent functions; and (iii) have a public float of less than $75 million as of the last business day of its most recently completed semi-annual period or, in the event the result of such public float calculation is zero, have annual revenues of less than $50 million as of its most recently completed fiscal year. Alternatively, we may qualify for a conditional exemption for certain Foreign Private Issuers contained in Rule 12g3-2 under the Exchange Act under limited circumstances. If the number of record holders of any Series of Interests exceeds either of the limits set forth in Section 12(g) of the Exchange Act and we fail to qualify for the Reg. A+ Exemption or the Foreign Private Issuer exemption, we would be required to register such Series with the Commission under the Exchange Act. If we are required to register any securities under the Exchange Act, it would result in significant expense and reporting requirements that would place a financial burden on the Company and a time burden on our management.

Our management team has limited experience managing a publicly reporting company.

Most members of our management team have limited experience managing a publicly reporting company, interacting with public investors, and complying with the increasingly complex laws pertaining to Regulation A reporting companies. Our management team may not successfully or efficiently manage our transition to being a publicly reporting company that is subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could harm our business, financial condition, and results of operations.

There are inherent uncertainties involved in estimates, judgments and assumptions used in the preparation of financial statements in accordance with IFRS. Any changes in these estimates, judgments or assumptions, including any changes as a result of changes in accounting principles and guidance, or their interpretation, could result in unfavorable accounting charges or effects.

The preparation of financial statements in accordance with IFRS as issued by IASB requires management and the Board to make judgments, estimates and assumptions that affect the application of policies and the reported amounts of assets and liabilities, income and expenses. Estimates, judgments and assumptions are inherently subject to change in the future, and any such changes, including any changes as a result of changes in accounting principles and guidance, or their interpretation, could result in corresponding changes to the amounts of assets and liabilities, income and expenses.

Risks Related to our Business

Since we have a limited operating history, it is difficult for potential investors to evaluate our business.

Our short operating history may hinder our ability to successfully meet our objectives and makes it difficult for potential investors to evaluate our business or prospective operations. As an early-stage company, we are subject to all the risks inherent in the financing, expenditures, operations, complications and delays inherent in a newer business. Accordingly, our business and success face risks from uncertainties faced by developing companies in a competitive environment. There can be no assurance that our efforts will be successful or that we will ultimately be able to attain profitability.

We may not be able to raise capital when needed, if at all, which would force us to delay, reduce or eliminate our product development programs or commercialization efforts and could cause our business to fail.

We anticipate needing additional funding to pursue additional product development and launch and commercialize our products. There are no assurances that future funding will be available on favorable terms or at all. If additional funding is not obtained, we may need to reduce, defer or cancel additional product development or overhead expenditures to the extent necessary. The failure to fund our operating and capital requirements could have a material adverse effect on our business, financial condition and results of operations.

If we are unable to raise capital when needed or on attractive terms, we could be forced to delay future expansion and/or commercialization efforts. Any of these events could significantly harm our business, financial condition and prospects.

Our financial situation creates doubt whether we will continue as a going concern.

During the year ended September 30, 2023, the Company incurred a net loss of $2,195,748 (2022 – $12,900,638), and as of that date, the Company’s accumulated deficit was $15,059,004 (September 30, 2022 – accumulated deficit of $12,863,256). Our ability to continue as a going concern is dependent upon obtaining additional equity financing or other capital, attaining further operating efficiencies, reducing expenditures, and, ultimately, generating more revenue. The doubt regarding our potential ability to continue as a going concern may adversely affect our ability to obtain new financing on reasonable terms or at all. Additionally, if we are unable to continue as a going concern, our stockholders may lose some or all of their investment in the Company.

We depend heavily on key personnel, and turnover of key senior management could harm our business.

Our future business and results of operations depend in significant part upon the continued contributions of our senior management personnel. If we lose their services or if they fail to perform in their current positions, or if we are not able to attract and retain skilled personnel as needed, our business could suffer. Significant turnover in our senior management could significantly deplete our institutional knowledge held by our existing senior management team. We depend on the skills and abilities of these key personnel in managing the product acquisition, marketing and sales aspects of our business, any part of which could be harmed by turnover in the future. We do not have any key person insurance.

We have substantial capital requirements that, if not met, may hinder our operations.

We anticipate that we will make substantial capital expenditures for research and product development work and expansion. If we cannot raise sufficient capital, we may have limited ability to expend the capital necessary to undertake or complete research and product development work and acquisitions. There can be no assurance that debt or equity financing will be available or sufficient to meet these requirements or for other corporate purposes, or if debt or equity financing is available, that it will be on terms acceptable to us. Moreover, future activities may require us to alter our capitalization significantly. Our inability to access sufficient capital for our operations could have a material adverse effect on our financial condition, results of operations or prospects.

Terms of subsequent financings may adversely impact your investment.

We will likely need to engage in common equity, debt, or preferred stock financings in the future, which may reduce the value of your investment in the Common Stock. Interest on debt securities could increase costs and negatively impact operating results. Preferred stock could be issued in series from time to time with such designation, rights, preferences, and limitations as needed to raise capital. The terms of preferred stock could be more advantageous to those investors than to the holders of Common Stock. In addition, if we need to raise more equity capital from the sale of Common Stock, institutional or other investors may negotiate terms that are likely to be more favorable than the terms of your investment, and possibly a lower purchase price per share.

Current global financial conditions have been characterized by increased volatility which could negatively impact our business, prospects, liquidity and financial condition.

Current global financial conditions and recent market events have been characterized by increased volatility and the resulting tightening of the credit and capital markets has reduced the amount of available liquidity and overall economic activity. We cannot guaranty that debt or equity financing, the ability to borrow funds or cash generated by operations will be available or sufficient to meet or satisfy our initiatives, objectives or requirements. Our inability to access sufficient amounts of capital on terms acceptable to us for our operations will negatively impact our business, prospects, liquidity and financial condition.

We intend to grow the size of our organization, and we may experience difficulties in managing any growth we may achieve.

As our development and commercialization plans and strategies develop, we expect to need additional research, development, managerial, operational, sales, marketing, financial, accounting, legal, and other resources. Future growth would impose significant added responsibilities on members of management. Our management may not be able to accommodate those added responsibilities, and our failure to do so could prevent us from effectively managing future growth, if any, and successfully growing our company.

We may expend our limited resources to pursue a particular product and may fail to capitalize on products that may be more profitable or for which there is a greater likelihood of success.

Because we have limited financial and managerial resources, we have focused our efforts on particular products. As a result, we may forego or delay pursuit of opportunities with other products that later prove to have greater commercial potential. Our resource allocation decisions may cause us to fail to capitalize on viable commercial products or profitable market opportunities. Any failure to improperly assess potential products could result in missed opportunities and/or our focus on products with low market potential, which would harm our business and financial condition.

We engage in transactions with related parties and such transactions present possible conflicts of interest that could have an adverse effect on us.

We have entered, and may continue to enter, into transactions with related parties for financing, corporate, business development and operational services, as detailed herein. Such transactions may not have been entered into on an arm’s-length basis, and we may have achieved more or less favorable terms because such transactions were entered into with our related parties. Such conflicts could cause an individual in our management to seek to advance his or her economic interests or the economic interests of certain related parties above ours. Further, the appearance of conflicts of interest created by related party transactions could impair the confidence of our investors, which could have a material adverse effect on our liquidity, results of operations and financial condition.

Any inability to protect our intellectual property rights could reduce the value of our technologies and brands, which could adversely affect our financial condition, results of operations and business.

Our business is dependent upon our trademarks, trade secrets, copyrights and other intellectual property rights. There is a risk of certain valuable trade secrets being exposed to potential infringers. In addition, we do not own the formula for our product and third parties may purchase our product from our supplier or may counterfeit our products. The efforts we have taken to protect our proprietary rights may not be sufficient or effective. Any significant impairment of our intellectual property rights could harm our business reputation or our ability to compete. In addition, protecting our intellectual property rights is costly and time consuming. There is a risk that we may have insufficient resources to counter adequately such infringements through negotiation or the use of legal remedies. It may not be practicable or cost effective for us to fully protect our intellectual property rights in some countries or jurisdictions. If we are unable to successfully identify and stop unauthorized use of our intellectual property and/or counterfeiting of our products, we could lose potential revenue, experience diminished brand reputation, and experience increased operational and enforcement costs, which could adversely affect our financial condition, results of operations and business.

If we fail to comply with government laws and regulations it could have a materially adverse effect on our business.

We are subject to extensive foreign, federal, state and local laws and regulations that are extremely complex. We exercise care in structuring our operations to comply in all material respects with applicable laws to the extent possible. We will also take such laws into account when planning future operations and acquisitions. The laws, rules and regulations described above are complex and subject to interpretation. In the event of a determination that we are in violation of such laws, rules or regulations, or if further changes in the regulatory framework occur, any such determination or changes could have a material adverse effect on our business. There can be no assurance however that we will not be found in noncompliance in any particular situation.

We may not maintain sufficient insurance coverage for the risks associated with our business operations.

Risks associated with our business and operations include, but are not limited to, claims for wrongful acts committed by our officers, directors, and other representatives, the loss of intellectual property rights, the loss of key personnel, risks posed by natural disasters, risks of lawsuits from our employees, and risks of lawsuits from customers who are injured from or dissatisfied with our products. Any of these risks may result in significant losses. We cannot provide any assurance that our insurance coverage is sufficient to cover any losses that we may sustain, or that we will be able to successfully claim our losses under our insurance policies on a timely basis or at all. If we incur any loss not covered by our insurance policies, or the compensated amount is significantly less than our actual loss or is not timely paid, our business, financial condition and results of operations could be materially and adversely affected.

We rely on third parties to provide services essential to the success of our business.

We rely on third parties to provide a variety of essential business functions for us, including manufacturing, shipping, accounting, legal work, public relations, advertising, retailing, and distribution. It is possible that some of these third parties will fail to perform their services or will perform them in an unacceptable manner. It is possible that we will experience delays, defects, errors, or other problems with their work that will materially impact our operations and we may have little or no recourse to recover damages for these losses. A disruption in these key or other suppliers operations could materially and adversely affect our business. As a result, your investment could be adversely impacted by our reliance on third parties and their performance.

The Company is vulnerable to cyber-security risks.

We may be vulnerable to hackers who may access the data of our investors and customers. Any disruptions of services due to cyber attacks could harm our reputation and materially negatively impact our financial condition and business.

We are a holding company with no operations and rely on our operating subsidiary (Midori-Bio Inc.) to provide us with funds necessary to meet our financial obligations and to pay taxes, expenses and dividends. The subsidiary’s ability to make such distributions and payments to us may be subject to various limitations and restrictions.

We are a holding company with no direct operations that will hold as our principal asset a 100% ownership interest in Midori-Bio Inc. (our wholly owned operating subsidiary) and will rely on the subsidiary to provide us with funds necessary to meet any financial obligations. As such, we will have no independent means of generating revenue. We intend to cause the subsidiary to make distributions or, in the case of certain expenses, payments in an amount sufficient to allow us to pay our taxes and operating expenses. However, the subsidiary’s ability to pay dividends or make other distributions and payments to us may be subject to various limitations and restrictions, including, but not limited to, the operating results, cash requirements and financial condition of the subsidiary, the applicable provisions of Ontario law that may limit the amount of funds available for distribution to the shareholders of the subsidiary, compliance by the subsidiary with restrictions, covenants and financial ratios related to future indebtedness, and other agreements entered into by the subsidiary with third parties. If we do not have sufficient funds to pay tax or other liabilities or to fund our operations (i.e., as a result of the subsidiary’s inability to make distributions due to various limitations and restrictions), we may have to borrow funds, and thus our liquidity and financial condition could be materially and adversely affected.

The commercial success of our business depends on the widespread market acceptance of plastics manufactured with the Midori Biosolutions additive, which we believe accelerates the biodegradability of plastic products to just a few years, by third-parties and if we are unable to generate interest in plastic products produced with the Midori Biosolutions additive, we will be unable to generate sales and we will be forced to cease operations.

The market for biodegradable plastics produced with the Midori Biosolutions additive is still developing. Our success will depend on consumer acceptance of plastics produced with Midori Biosolutions by third parties. At present, it is difficult to assess or predict with any assurance the potential size, timing and viability of market opportunities for our product in the plastics market. The standard plastics market sector is well established with entrenched and well-capitalized competitors with whom we must compete. Achieving widespread market acceptance for these products will require substantial marketing efforts and the expenditure of sufficient resources to create brand recognition and customer demand and to cause potential customers to consider the potential benefits of the Company’s products as against the traditional products to which they have long been accustomed. Moreover, we have limited marketing capabilities and resources. To date, substantially all of our marketing activities have been conducted by members of management. The prospects for our product line will be largely dependent upon our ability to achieve market penetration for such products. Achieving market penetration will require sufficient efforts by the Company to create awareness of and demand for our products. The Company’s ability to build its customer base will depend in part on our ability to locate, hire and retain sufficient qualified marketing personnel and to fund marketing efforts, including advertising. There can be no assurance that our products will achieve widespread market acceptance or that our marketing efforts will result in profitable operations.

Currently, we distribute, sell and market a single private brand labeled additive (Midori Biosolutions) which is currently produced and supplied by only one supplier (referred to in this Offering Circular as the “IP Holder”), and, therefore, we are entirely dependent on our relationship with IP Holder and if that relationship were terminated, the Company’s business, financial condition and results of operations would be materially adversely affected. Pursuant to the distribution agreement between IP Holder and the Company, we are obligated to distribute the product for IP Holder for a term of five years. We could lose the right to distribute the product if we do not meet the required sales goals, or otherwise breach the distribution agreement.

Currently, we distribute, sell and market a single private brand labeled additive which is currently produced and supplied by only one supplier, IP Holder Pursuant to the Distributor Agreement between IP Holder and the Company, we are obligated to distribute the product for IP Holder for a term of five years. We could lose the right to distribute the product if we do not meet the required sales goals or otherwise breach the Distributor Agreement. In the event of the termination of the Distributor Agreement, we could no longer purchase and resell the additive to our clients. There is no assurance that we would successfully locate a replacement organic additive to purchase and resell to our clients. The loss of our relationship with IP Holder would have a material adverse effect on our business, financial condition and results of operations.

We anticipate relying on a limited number of suppliers and we may not be able to find replacements or immediately transition to alternative suppliers, which could have a material adverse effect on our financial condition, results of operations and reputation.

There are only a limited number of suppliers of materials related to our organic additive product, Midori Biosolutions. Specifically at this time, IP Holder is our sole supplier with one location in the USA. An interruption in operations of the business related to this product could occur if we encounter delays or difficulties in securing the required materials, or if we cannot then obtain an acceptable substitute. Any such interruption could significantly affect the business related to this product and our financial condition, results of operations and reputation.

For example, we believe that only a small number of suppliers are currently qualified to supply materials for the production of the Midori Biosolutions additive. Currently, we have no control over the suppliers or materials IP Holder sources to manufacture the Midori Biosolutions additive that IP Holder supplies to us under our Distribution Agreement with IP Holder. However, upon acquisition of the intellectual property rights to and our production of the additive, the use of materials furnished by replacement suppliers would require us to alter our operations related to the Midori Biosolutions additive. Transitioning to a new supplier for our product would be time consuming and expensive, may result in interruptions in our operations, could affect the performance specifications of our product or could require that we revalidate the materials. There can be no assurance that we will be able to secure alternative materials, and bring such materials on line and revalidate them without experiencing interruptions in our workflow. If we should encounter delays or difficulties in securing, reconfiguring or revalidating the materials required for our product, our business related to these products and our financial condition, results of operations and reputation could be adversely affected.

Although we seek to diversity our client base, we have historically depended on, and expect to continue to depend on, a limited number of customers for a high percentage of our revenues.

The loss of, or a significant reduction in orders from, any of these customers, including following any termination or failure to renew a long-term supply contract, would significantly reduce our revenues and harm our results of operations. If a large customer purchases fewer of our products, defers orders or fails to place additional orders with us for any other reason, including for business continuity purposes, our revenue could decline, and our operating results may not meet market expectations. In addition, if those customers order our products, but fail to pay on time or at all, our liquidity and operating results could be materially and adversely affected. Furthermore, if any of our current or future products compete with those of any of our largest customers, these customers may place fewer orders with us or cease placing orders with us, which would negatively affect our revenues and operating results.

We do not own the intellectual property rights to the additive constituting Midori Biosolutions. Although we hope to acquire the intellectual property rights from IP Holder with a portion of the proceeds in the offering, IP Holder has no obligation to sell us the intellectual property rights.

We do not own the intellectual property rights to the additive constituting Midori Biosolutions. Our intellectual property currently only consists of a trademark for our private brand label “Midori Biosolutions” as to the additive as the intellectual property rights to the additive are currently held by a third-party supplier, IP Holder which has the intellectual property rights to the organic additive which we private brand label as Midori Biosolutions. Although we hope to acquire the intellectual property rights with a portion of the proceeds in the offering so we may manufacture or have third parties manufacture the additive for us, IP Holder has no obligation to sell us the intellectual property rights.

Confidentiality agreements with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information.

To protect our proprietary technologies and processes, we rely on trade secret protection. Although we have taken security measures to protect our trade secrets and other proprietary information, these measures may not provide adequate protection for such information. Our policy is to execute confidentiality and proprietary information agreements with each of our employees and consultants upon the commencement of an employment or consulting arrangement with us. These agreements generally require that all confidential information developed by the individual or made known to the individual by us during the course of the individual’s relationship with us be kept confidential and not be disclosed to third parties. These agreements also generally provide that technology conceived by the individual in the course of rendering services to us shall be our exclusive property. Even though these agreements are in place there can be no assurances that that trade secrets and proprietary information will not be disclosed, that others will not independently develop substantially equivalent proprietary information and techniques or otherwise gain access to our trade secrets, or that we can fully protect our trade secrets and proprietary information. Violations by others of our confidentiality agreements and the loss of employees who have specialized knowledge and expertise could harm our competitive position and cause our sales and operating results to decline as a result of increased competition. Costly and time-consuming litigation might be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection might adversely affect our ability to continue our research or bring products to market.

Established product manufacturers could improve their ability to recycle their existing products or develop new environmentally preferable products which could render our technology less competitive.

Several plastic disposable packaging manufacturers and converters and others have made efforts to increase the recycling of their products. Increased recycling of plastic products could lessen their harmful environmental impact, one major basis upon which we compete.

We face competition from numerous competitors, many of whom have far greater resources than we have currently, which may make it more difficult for us to achieve significant market penetration.

The biodegradable product market is intensely competitive, subject to rapid change and significantly affected by new product introductions and other market activities of industry participants.

Many of our competitors are large, well-capitalized companies with significantly more market share and resources than we have. As a consequence, they are able to spend more aggressively on product development, marketing, sales and other product initiatives than we can. Many of these competitors have, among other things:

Our current competitors or other companies may at any time develop additional products that compete with our products. If any company develops products that compete with or are superior to our products, our revenue may decline. In addition, some of our competitors may compete by lowering the price of their products. If prices were to fall, we may not be able to improve our gross margins or sales growth sufficiently to maintain and grow our profitability.

Given our limited resources, we may not effectively manage our growth.

Our growth and expansion plan, which includes targeting high-growth segments with commercial products and working with third-party manufacturers and converters of biodegradable plastic products in the adoption of the Midori Biosolutions additive to enlarge our customer base, commencing and expanding our manufacturing capabilities of our product (assuming we acquire the intellectual property rights to the additive), strengthening our product leadership by developing new formulations in conjunction with customer demands and pursuing strategic alliances, requires significant management time and operational and financial resources. There is no assurance that we have the necessary operational and financial resources to manage our growth. This is especially true as we expand facilities and manufacture our organic additive on a larger commercial scale. In addition, rapid growth in our headcount and operations may place a significant strain on our management, administrative, operational and financial infrastructure. Failure to adequately manage our growth could have a material and adverse effect on our business, results of operations, financial condition and the quoted price of our Common Shares.

Disruptions in world financial markets could impede our ability to raise capital necessary to continue our operations and could have a material adverse impact on our future results of operations, financial condition or cash flows, and/or could cause the market price of our Common Shares to decline.

We face risks attendant to changes in economic environments, changes in interest rates, and instability in securities and capital markets, around the world, among other factors. Major market disruptions and the current adverse changes in market conditions and the regulatory climate in the United States and worldwide may impair our ability to raise capital under any future financial arrangements. We cannot predict how long the current market conditions will last. However, these recent and developing economic and governmental factors may impede our ability to raise the capital necessary to continue our operations, and may have a material adverse effect on future results of operations, financial condition or cash flows and could cause the price of our Common Shares to decline significantly.

Fluctuations in the costs of our raw materials and competitive products could have an adverse effect on our results of operations and financial condition.

Our results of operations are directly affected by the cost of our raw materials. Our product, the Midori Biosolutions additive, is based in large part on resin futures costing, for our carrier/backbone ingredient. Our additive is included in a masterbatch resin. If we are working with a Polyethylene terephthalate (“PET”) product, which is a type of plastic, we provide our additive in a PET masterbatch resin, if we are working with a Polypropylene (“PP”) product, which is also a type of plastic, then we provide our additive in a PP masterbatch resin. Our ability to offset the effect of raw material prices by increasing sales prices is uncertain. A further increase in the price differential between 10 to 25% based raw materials relative to petroleum-based plastics could have a negative impact on our results of operations and financial position.

Our operations in the U.S. are subject to regulation by the U.S. Food and Drug Administration to the extent the additive is a component of food and beverage containers.

The manufacture, sale and use of organic additives are subject to regulation by the U.S. Food and Drug Administration (the “FDA”). The FDA’s regulations are concerned with substances used in food packaging materials, not with specific finished food packaging products. Thus, food and beverage containers are in compliance with FDA regulations if the components used in the food and beverage containers: (i) are approved by the FDA as indirect food additives for their intended uses and comply with the applicable FDA indirect food additive regulations; or (ii) are generally recognized as safe for their intended uses and are of suitable purity for those intended uses.

The Midori Biosolutions additive has been cleared for use in food-contact applications by the FDA. Therefore, we believe that the Midori Biosolutions additive is in compliance with all FDA requirements. However, failure to comply with FDA regulations could subject us to administrative, civil or criminal penalties.

Regulatory changes applicable to us, or the products in our end-use markets, could adversely affect our financial condition and results of operations.

We and many of the applications for the products in the end-use markets in which we sell our products are regulated by various national and local regulations. Changes in those regulations could result in additional compliance costs, seizures, confiscations, recall or monetary fines, any of which could prevent or inhibit the development, distribution and sale of our products.

We may be liable for damages based on product liability claims brought against our customers in our end-use markets.

Many of our products may provide critical performance attributes to our customers’ products that will be sold to end users who could potentially bring product liability suits in which we could be named as a defendant. The sale of these products involves the risk of product liability claims. If a person were to bring a product liability suit against one of our customers, this customer may attempt to seek contribution from us. A person may also bring a product liability claim directly against us. A successful product liability claim or series of claims against us in excess of our insurance coverage for payments, for which we are not otherwise indemnified, could have a material adverse effect on our financial condition and results of operations.

If our products do not perform as expected or the reliability of the technology on which our product is based is questioned, we could experience lost revenue, delayed or reduced market acceptance of our product, increased costs and damage to our reputation.

The Midori Biosolutions additive we manufacture is incorporated into biodegradable plastic products that are sold by other companies and we have no control over the manufacture and production of those products. Our success depends on the market’s confidence that we can provide a reliable, high-quality organic additive product that can accelerate the speed of decomposer of biodegradable plastic products. Our reputation and the public image of our product and technologies may be impaired if our product fails to perform as expected. In the future, if our products experience, or are perceived to experience, a material defect or error, this could result in loss or delay of revenues, delayed market acceptance, damaged reputation, diversion of development resources, legal claims, increased insurance costs or increased service and warranty costs, any of which could harm our business. Such defects or errors could also narrow the scope of the use of our products, which could hinder our success in the market. Even after any underlying concerns or problems are resolved, any lingering concerns in our target market regarding our technology or any manufacturing defects or performance errors in our products could continue to result in lost revenue, delayed market acceptance, damaged reputation, increased service and warranty costs and claims against us.

If we are unable to manufacture our product in sufficient quantities and in a timely manner, our operating results will be harmed, our ability to generate revenue could be diminished and our gross margin may be negatively impacted.

Our revenues and other operating results will depend in large part on our ability to manufacture and assemble our organic additive product in sufficient quantities and in a timely manner. Any interruptions we experience in the manufacturing or shipping of our product could delay our ability to recognize revenues in a particular quarter. Manufacturing problems can and do arise, and as demand for our product increases, any such problems could have an increasingly significant impact on our operating results. While we have not generally experienced problems with, or delays in, our production capabilities that resulted in delays in our ability to ship our organic additive product, there can be no assurance that we will not encounter such problems in the future. We may not be able to quickly ship the product and recognize anticipated revenues for a given period if we experience significant delays in the manufacturing process. In addition, we must maintain sufficient production capacity in order to meet anticipated customer demand, which carries fixed costs that we may not be able to offset if orders slow, which would adversely affect our operating margins. If we are unable to manufacture our product consistently, in sufficient quantities, and on a timely basis, our bioprocessing revenue, gross margins and our other operating results will be materially and adversely affected.

Our operating results may fluctuate significantly, our customers’ future purchases are difficult to predict and any failure to meet financial expectations may result in a decline in our stock price.

Our quarterly operating results may fluctuate in the future as a result of many factors such as the impact of seasonal spending patterns, changes in overall spending levels in the biodegradable plastic industry, the inability of some of our manufacturing customers to consummate anticipated purchases of our product due to changes in end-user demand, and other unpredictable factors that may affect ordering patterns. Because our revenue and operating results are difficult to predict, we believe that period-to-period comparisons of our results of operations are not a good indicator of our future performance. Additionally, if revenue declines in a quarter, whether due to a delay in recognizing expected revenue, adverse economic conditions or otherwise, our results of operations will be harmed because many of our expenses are relatively fixed. In particular, a large portion of our manufacturing costs, our research and development, sales and marketing and general and administrative expenses are not significantly affected by variations in revenue. If our quarterly operating results fail to meet investor expectations, the price of our Common Shares may decline.

We may not be able to timely fill orders for our products.

In order for us to successfully market our product, we must be able to timely fill orders for our product. Our ability to timely meet our supply requirements will depend on numerous factors including our ability to successfully maintain an effective distribution network and to maintain adequate inventories and the ability of the Company or third parties to adequately produce the Company’s product in volumes sufficient to meet demand. Failure of the Company to adequately supply its products to manufacturers of biodegradable plastic products to adequately produce products to meet demand could materially adversely impact the operations of the Company.

If the Company’s supply chain is disrupted, our financial condition and results of operations could be materially adversely affected.

We currently rely on a single third-party manufacturer and supplier for the manufacturing and supply of the additive which we distribute, market and sell under the private brand label Midori Biosolutions. The interruption of supply, or a significant increase in the cost of manufacturing for any reason, could have a material adverse effect on our business, financial condition and results of operation. We could be materially and adversely affected should any of third-party manufacturer facilities be seriously damaged as a result of a fire, natural disaster or otherwise. Further, we could be materially and adversely affected should such third-party manufacturers of biodegradable plastics be subject to adverse market, business or financial conditions.

Unavailability of raw materials used to manufacture our organic additive product, increases in the price of the raw materials, or the necessity of finding alternative raw materials to use in our products could delay the introduction and market acceptance of our products.

The failure by us (upon acquisition of the intellectual property rights to the additive) or third-party manufacturers to procure adequate supplies of raw materials could delay the commercial introduction or shipment and hinder market acceptance of biodegradable plastic manufacturers of our Midori Biosolutions additive. For example, we need to maintain readily available supplies of the Midori Biosolutions additive in commercial quantities. If the supply of Midori Biosolutions is disrupted, we may need to seek alternative sources of raw materials or modify our product formulations if the cost or availability of the Midori Biosolutions additive becomes prohibitive.

We may not be able to successfully compete in the environmentally-friendly plastic products market.

The market for environmentally-friendly plastic products is recent and a rapidly growing segment of the global economy. There are a few companies similar to our company that have entered the biodegradable market in the last few years in anticipation of the perceived opportunities surrounding environmentally safe products and as a result the markets for biodegradable plastic products are highly competitive. A significant factor in the ability of biodegradable plastic products with the Company’s organic additive to compete successfully in the market will be its ability to secure customer commitment and our brand recognition. The consumer product industry is highly competitive and the biodegradable plastic products with the Company’s organic additive will compete with other manufacturers and distributors. Other companies and vendors may also enter into competition with the biodegradable plastic products with the Company’s organic additive as a result of the Company’s increased marketing efforts as expected after this Offering is successfully completed. The lack of financial strength of the Company may be a negative factor for the Company’s ability to penetrate the B2B market even if the biodegradable plastic products with the Company’s organic additive are superior.

We are dependent on third parties to transport our products, so their failure to transport our products could adversely affect our earnings, sales and geographic market.

We will use third parties for the vast majority of our shipping and transportation needs. If these parties fail to deliver our products in a timely fashion, including due to lack of available trucks or drivers, labor stoppages or if there is an increase in transportation costs, including due to increased fuel costs, it could have a material adverse effect on our earnings and could reduce our sales and geographic market unless we were able to quickly switch providers.

Purchasers of biodegradable plastic products that contain our organic additive may assert product liability claims against us, which may materially and adversely affect our financial condition.

Actual or claimed defects in biodegradable plastic products that contain our organic additive could give rise to product liability claims against us. We might be sued because of injury or death, property damage, loss of production or suspension of operations resulting from actual or claimed defects in the biodegradable plastic products that contain our organic additive. Regardless of whether we are ultimately determined to be liable, we might incur significant legal expenses not covered by insurance. In addition, products liability litigation could damage our reputation and impair our ability to market our products. Litigation could also impair our ability to retain products liability insurance or make our insurance more expensive. We currently carry product liability insurance with a liability limit of CAD$5,000,000. Many of the third-party manufacturers carry general commercial liability and umbrella liability insurance that covers the products it manufactures with a liability limit of CAD$5,000,000. We could incur product liability claims in excess of this insurance coverage or that are subject to substantial deductibles, or we may incur uninsured product liability costs. If we are subject to an uninsured or inadequately insured products liability claim based on our products, our business, financial condition and results of operations would be adversely affected.

Our Company is subject to regulation by the Federal Trade Commission with respect to our environmental marketing claims.

The Company advertises that its organic additive accelerates the rate of biodegradability in plastic products and must conform with the Federal Trade Commission’s Guides for the use of Environmental Marketing Claims (the “Guides”). In the event Federal Trade Commission (“FTC”) determines that our organic additive is not in compliance with the Guides and applicable State law regulations, the FTC may bring enforcement actions against on the basis that our marketing claims are false or misleading. Such action could have a material adverse effect on our business operations. Each jurisdiction in which we operate may have similar or different restrictions with which we will be required to comply.

Our Company is subject to regulation by Canadian authorities and will likely be subject to regulation in each jurisdiction in which it operates.

Health Canada is responsible for establishing standards for the safety and nutritional quality of all foods sold in Canada. The department exercises this mandate under the authority of the Food and Drugs Act and pursue its regulatory mandate under the Food and Drug Regulations. These laws and regulations seek to serve similar purposes as those enforced by the FDA and FTC in the US. We expect that each jurisdiction in which we operate will have its own laws and regulations that could cause it costly and/or risky to operate in such jurisdictions.

Because we are a corporation incorporated in British Columbia and some of our directors and officers are resident in Canada, it may be difficult for investors in the United States to enforce civil liabilities against us based solely upon the federal securities laws of the United States. Similarly, it may be difficult for Canadian investors to enforce civil liabilities against our directors and officers residing outside of Canada.

We are a corporation incorporated under the laws of British Columbia with our principal place of business in Toronto, Canada. Some of our directors and officers and the auditors or other experts named herein are residents of Canada and all or a substantial portion of our assets and those of such persons are located outside the United States. Consequently, it may be difficult for U.S. investors to effect service of process within the United States upon us or our directors or officers or such auditors who are not residents of the United States, or to realize in the United States upon judgments of courts of the United States predicated upon civil liabilities under the Securities Act. Investors should not assume that Canadian courts: (1) would enforce judgments of U.S. courts obtained in actions against us or such persons predicated upon the civil liability provisions of the U.S. federal securities laws or the securities or blue sky laws of any state within the United States or (2) would enforce, in original actions, liabilities against us or such persons predicated upon the U.S. federal securities laws or any such state securities or blue sky laws.

Similarly, some of our directors and officers are residents of countries other than Canada and all or a substantial portion of the assets of such persons are located outside Canada. As a result, it may be difficult for Canadian investors to initiate a lawsuit within Canada against these non-Canadian residents. In addition, it may not be possible for Canadian investors to collect from these non-Canadian residents judgments obtained in courts in Canada predicated on the civil liability provisions of securities legislation of certain of the provinces and territories of Canada. It may also be difficult for Canadian investors to succeed in a lawsuit in the United States, based solely on violations of Canadian securities laws.

Operating outside of the United States presents specific risks to our business, and we have substantial operations outside of the United States.

Our employee base and operations are located outside the United States in Canada. Most of our software development, third-party contract manufacturing, and product assembly operations are conducted outside the United States.

Risks associated with operations outside the United States include:

Foreign currency fluctuations and local laws and practices may reduce our competitiveness and sales in foreign markets.

The relative change in currency values creates fluctuations in product pricing for international customers. These changes in foreign end-customer costs may result in lost orders and reduce the competitiveness of our products in certain foreign markets. These changes may also negatively impact the financial condition of some foreign customers and reduce or eliminate their future orders of our products. We also face adverse changes in, or uncertainty of, local business laws or practices, including the following:

Our failure to manage any of these risks successfully could harm our international operations and adversely impact our business, operating results and financial condition.

All of our officers and directors are working under consulting agreements/relationships and have/may have external business opportunities and employment that may be in conflict with us.

Currently, all of our officers and directors are working under consulting agreements/relationships and may dedicate time and resources to other functions and personal expenditures, some of which may conflict with our objectives as a company. Our officers and directors are not required under such consulting agreements/relationships to devote any specific hours per week to the affairs of the Company. Any and all conflicts of interest entered into by our officers and directors are brought to the company’s board of director’s attention, with a resolution to the conflict addressed as such, at the time of revealment.

Certain legislation in Canada contains provisions that may have the effect of delaying or preventing a change in control.

Certain provisions of our constating documents and governing legislation, together or separately, could discourage potential acquisition proposals, delay or prevent a change in control and limit the price that certain investors may be willing to pay for our Shares.

For example, under the Business Corporations Act (British Columbia) (“BCA”):

Additionally, The Investment Canada Act requires that a “non-Canadian,” as defined therein, file an application for review with the Minister responsible for the Investment Canada Act and obtain approval of the Minister prior to acquiring control of a Canadian business, where prescribed financial thresholds are exceeded. Otherwise, there are no limitations either under the laws of Canada or in our articles on the rights of non-Canadians to vote or hold our common shares. (Given our current size and industry we do not believe these rules would apply to us.)

Any of these provisions may discourage a potential acquirer from proposing or completing a transaction that may have otherwise presented a premium to our shareholders.

DILUTION

In the past twelve (12) months, the Company has issued 347,000 shares to officers or directors for services, with Shares valued at approximately US$0.36 per Share, as compared to the $1.00 price per Share of this offering. Because the Shares issued to such officers and directs were issued at a lower value than this offering, investors in this offering may experience immediate dilution. All shareholders in the Company may be subject to dilution from the issuance and exercise of any convertible securities, or if the Company issues more of its authorized stock.

PLAN OF DISTRIBUTION

We are offering up to 20,000,000 shares of common stock in the Company at a price per Share of $1.00. The minimum investment established for each investor is $500 in Shares.

To offset some of the transactional expenses associated with this offering, we will charge investors an Investor Processing Fee equal to 3% of their subscription amounts (i.e. $3 for every $100 invested). Thus, the minimum investment for any investor is $500 plus a $15 Investor Processing Fee. The Broker will earn its commission on the Investor Processing Fees collected by the Company, subject to the above-described cap on commissions. The Investor Processing Fee will be applied towards the maximum amount the Company can raise under Regulation A(effectively increasing the Maximum Offering Amount and price per Share by 3%) and each unaccredited investor’s investment limits discussed herein. No Shares will be issued in consideration for the Investor Processing Fee.

There is no minimum offering amount and no provision to return investor funds if a minimum number of Shares is not sold. All accepted subscription funds will be immediately available for the Company’s use. We intend to conduct multiple separate closings, which closings may be conducted on a rolling basis. Closings will occur promptly after receiving investor funds.

The sale of Shares will commence once this Offering Circular, as amended, is qualified by the SEC. This offering shall be terminated upon (i) the date which is three years from the date this Offering Circular or an amendment thereof, as applicable, is qualified by the SEC, (ii) the sale of the maximum offering amount of Shares for the offering, or (iii) such date as earlier terminated by the Company.

Agreement with DealMaker Securities, LLC

We have engaged DealMaker Securities, LLC as our Broker of record to assist in our self-driven capital raise on a best efforts basis of our interests in those states where Broker is registered to undertake such activities. The Broker will not solicit potential investors, and is under no obligation to purchase any securities or arrange for the sale of any specific number or dollar amount of securities.

The Company has also engaged affiliates of the Broker, including Novation Solutions, Inc. O/A DealMaker (“DealMaker”) to create and maintain the online subscription processing platform for the offering.

Broker and its affiliates provide separate services to the Company to help facilitate the offering, from establishment of the platform to be used for subscription processing, through back-office operations/compliance. Although orchestrated through the Broker, each affiliate has separate compensation, and agreements embedded into the Broker’s services agreement. Once the offering is qualified, Investors will subscribe via the Company’s website and investor funds will be processed via DealMaker’s integrated payment solutions.

Fees, Commissions and Discounts

The following table shows the total maximum discounts and commissions payable to the Broker and its affiliates.

Administrative and Compliance Related Functions

With the services provided by the Broker and its affiliates there are different fee types associated with the specific services, which are routine for those service providers. None of the fees for the services are indeterminant in nature, and therefore have their own set maximum fees, and as described above none of these fees will exceed the Maximum Dollar Compensation.

Our Broker has agreed to provide the following services in advance of the offering for a one-time $25,000 advanced against accountable expenses:

Our Broker will also receive a cash commission equal to four and 50/100^th percent (4.5%) of the amount raised in the offering for providing the following services:

b.) Technology Services

The Company has also engaged Novation Solutions Inc. O/A DealMaker (“DealMaker”), an affiliate of Broker, to create and maintain the online subscription processing platform for the offering.

After the qualification by the Commission of the Offering Statement of which this Offering Circular is a part, this offering will be conducted using the online subscription processing platform of DealMaker through our website whereby investors will receive, review, execute and deliver subscription agreements electronically as well as make payment of the purchase price through a third-party processor by ACH debit transfer or wire transfer or credit card to an account we designate.

For these services, we have agreed to pay DealMaker:

The maximum amount of compensation to be paid to DealMaker is $34,000.

c.) Marketing Services

The Company has also engaged DealMaker Reach, LLC (“Reach”), an affiliate of Broker, for certain marketing advisory and consulting services. Reach will consult and advise on the design and messaging on creative assets, website design and implementation, paid media and email campaigns, advise on optimizing the Company’s campaign page to track investor progress, and advise on strategic planning, implementation, and execution of Company’s capital raise marketing budget.

For these services, we have agreed to pay Reach:

For additional marketing placement services relating to this offering, the Company will determine what services to use on a case-by-case basis and may pay fees for such services up to an additional $250,000.

The maximum amount of compensation to be paid to Reach is $376,000.

The compensation described above in a.), b.) and c.) payable to Broker and affiliates, will, in aggregate, not exceed $1,362,000 (if the Offering is fully subscribed).

Broker has not investigated the desirability or advisability of investment in the interests, nor approved, endorsed or passed upon the merits of purchasing the interests. Broker is not participating as an underwriter and under no circumstance will it recommend our Company’s securities or provide investment advice to any prospective investor, or make any securities recommendations to investors. Broker is not distributing any offering circulars or making any oral representations concerning this offering circular or this offering. Based upon Broker’s anticipated limited role in this offering, it has not and will not conduct extensive due diligence of this offering and no investor should rely on the involvement of Broker in this offering as any basis for a belief that it has done extensive due diligence. Broker does not expressly or impliedly affirm the completeness or accuracy of the offering statement and/or offering circular presented to investors by our Company. All inquiries regarding this offering should be made directly to our Company.

Investor Suitability Standards

Our Shares are being offered and sold only to “qualified purchasers” (as defined in Regulation A under the Securities Act). “Qualified purchasers” include: (i) “accredited investors” under Rule 501(a) of Regulation D and (ii) all other investors so long as their investment in any of the interests of our Company does not represent more than 10% of the greater of their annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons). We reserve the right to reject any investor’s subscription in whole or in part for any reason, including if we determine in our sole and absolute discretion that such investor is not a “qualified purchaser” for purposes of Regulation A.

For an individual potential investor to be an “accredited investor” for purposes of satisfying one of the tests in the “qualified purchaser” definition, the investor must be a natural person who has:

1. an individual net worth, or joint net worth with the person’s spouse, that exceeds $1,000,000 at the time of the purchase, excluding the value of the primary residence of such person and the mortgage on that primary residence (to the extent not negative equity), but including the amount of debt that exceeds the value of that residence and including any increase in debt on that residence within the prior 60 days, other than as a result of the acquisition of that primary residence; or

2. earned income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year.

If the investor is not a natural person, different standards apply. See Rule 501 of Regulation D for more details. For purposes of determining whether a potential investor is a “qualified purchaser,” annual income and net worth should be calculated as provided in the “accredited investor” definition under Rule 501 of Regulation D.

In addition to the foregoing, each prospective investor must represent in writing that they meet, among other things, all of the following requirements:

If you live outside the United States, it is your responsibility to fully observe the laws of any relevant territory or jurisdiction outside the United States in connection with any purchase, including obtaining required governmental or other consent and observing any other required legal or other formalities.

We will be permitted to make a determination that the subscribers of interests in this offering are qualified purchasers in reliance on the information and representations provided by the subscriber regarding the subscriber’s financial situation. Before making any representation that your investment does not exceed applicable federal thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to http://www.investor.gov. We may accept or reject any subscription, in whole or in part, for any reason or no reason at all.

An investment in our interests may involve significant risks. Only investors who can bear the economic risk of the investment for an indefinite period of time and the loss of their entire investment should invest in our interests.

How to Subscribe

After the Commission has qualified the offering statement, the offering will be conducted using the online subscription processing platform of Novation Solutions Inc. O/A DealMaker (“Technology Provider”), an affiliate of the Broker, through our website at https://.com whereby investors in the offering will receive, review, execute, and deliver subscription agreements electronically. Payment of the purchase price for the interests will be made through a third-party processor by ACH debit transfer or wire transfer or credit card to an account designated by us.

The Technology Provider is not participating as an underwriter or placement agent of this offering and will not solicit any investments, recommend our securities, provide investment advice to any prospective investor, or distribute this offering circular or other offering materials to potential investors. All inquiries regarding this offering should be made directly to us.

The Company may close on investments on a “rolling” basis (so not all investors will receive their interests on the same date). Investors may subscribe by tendering funds via wire, credit or debit card, or ACH only, and checks will not be accepted. Investors will subscribe via the Company’s website and investor funds will be processed via DealMaker’s integrated payment solutions. Funds will be held in the Company’s payment processor account until the Broker has reviewed the proposed subscription, and the Company has accepted the subscription. Funds released to the Company’s bank account will be net funds (investment less payment for processing fees and a holdback equivalent to 5% for 90 days).

The Company will be responsible for payment processing fees. Upon each closing, funds tendered by investors will be made available to the Company for its use.

In order to invest, you will be required to subscribe to the offering via the Company’s website integrating DealMaker’s technology and agree to the terms of the offering, subscription agreement, and any other relevant exhibit attached thereto.

Investors will be required to complete a subscription agreement in order to invest. Any potential investor will have ample time to review the subscription agreement, along with their counsel, prior to making any final investment decision. Broker will review all subscription agreements completed by the investor. After Broker has completed its review of a subscription agreement for an investment in the Company, and the Company has elected to accept the investor into the offering, the funds may be released to the Company.

The Company maintains the right to accept or reject subscriptions in whole or in part, for any reason or for no reason, including, but not limited to, in the event that an investor fails to provide all necessary information, even after further requests from the Company, in the event an investor fails to provide requested follow up information to complete background checks or fails background checks, and in the event the Company receives oversubscriptions in excess of the maximum offering amount. Investors will be required to agree to indemnify our Company for misrepresentations of the investor within the subscription agreement or supplemental disclosures. Nonetheless, we may not require, and are not requiring, investors to waive any claims or remedies they may have against our Company under the Securities Act or Exchange Act. Once an investor’s interests have been issued, the investor will become a member of our Company.

Additional Information Regarding this Offering Circular

We have not authorized anyone to provide you with information other than as set forth in this offering circular. Except as otherwise indicated, all information contained in this offering circular is given as of the date of this offering circular. Neither the delivery of this offering circular nor any sale made hereunder shall under any circumstances create any implication that there has been no change in our affairs since the date hereof.

From time to time, we may provide an “offering circular supplement” that may add, update or change information contained in this offering circular. We will also amend our offering statement annually while this offering is open to include updated financial statements. Any statement that we make in this offering circular will be modified or superseded by any inconsistent statement made by us in a subsequent offering circular supplement or amendment. The offering statement we filed with the SEC includes exhibits that provide more detailed descriptions of the matters discussed in this offering circular. You should read this offering circular and the related exhibits filed with the SEC and any offering circular supplement together with additional information contained in our annual reports, semiannual reports and other reports and information statements that we will file periodically with the SEC.

The offering statement and all amendments, supplements and reports that we have filed or will file in the future can be read on the SEC website at www.sec.gov.

USE OF PROCEEDS

The following table illustrates the amount of net proceeds to be received by the Company on the sale of the Shares offered hereby. It is possible that we may not raise the entire Maximum Offering Amount being offered through this Offering Circular. In such case, we will reallocate the use of proceeds as the board of directors deems to be in the best interests of the Company in order to effectuate its business plan. The intended use of proceeds are as follows:

Capital Sources and Uses

Notes:

The allocation of the use of proceeds among the categories of anticipated expenditures represents management’s best estimates based on the current status of the Company’s proposed operations, plans, investment objectives, capital requirements, and financial conditions. Future events, including changes in economic or competitive conditions of our business plan or the completion of less than the total offering, may cause the Company to modify the above-described allocation of proceeds. The Company’s use of proceeds may vary significantly in the event any of the Company’s assumptions prove inaccurate. We reserve the right to change the allocation of net proceeds from the offering as unanticipated events or opportunities arise.

DESCRIPTION OF BUSINESS

The Company

Midori Group Inc., a British Columbia corporation, was originally incorporated as 1284670 B.C. LTD in British Columbia, Canada under the British Columbia Business Corporations Act on January 19, 2021. The Company was renamed to Midori Group Inc. on June 29, 2022. Our wholly owned operating subsidiary, Midori-Bio Inc., an Ontario corporation, was incorporated in Ontario, Canada under the Canada Business Corporations Act on January 6, 2021.

On August 30, 2021, Midori Group Inc. (formerly 1284670 B.C. LTD) entered into a Share Exchange Agreement, as amended on October 31, 2021 with Midori-Bio Inc. and the Midori-Bio Shareholders. The Share Exchange Agreement closed on January 6, 2022, and at such time Midori Group Inc. acquired all of the issued and outstanding capital stock of Midori-Bio Inc. (consisting of 22,000,000 Class A Common shares) from Midori- Bio Shareholders in exchange for 22,000,000 common shares of Midori Group Inc. to the Midori-Bio Shareholders at a deemed price of CAD$0.50 (US$0.39) per share, and Midori-Bio Inc. became a wholly owned subsidiary of Midori Group Inc.

Midori Group Inc. is currently incorporated and in good standing in British, Columbia, Canada. Our principal executive offices are located at 5 Hazelton Avenue Suite 400, Toronto, ON M5R 2E1, and our telephone number 905-330-9113. Our website address is www.midori-bio.com. The information contained on our website is not incorporated by reference into this Offering Circular, and you should not consider any information contained on, or that can be accessed through, our website as part of this offering Circular or in deciding whether to purchase our Shares.

Business

We are a global eco-friendly distributor, sales and marketing company of a green biodegradable plastic additive. The additive is currently produced and supplied by third parties and sold under our own private brand label “Midori Biosolutions.” The Midori Biosolutions additive is FDA FOOD, REACH, FTC, PROP65, CONEG compliant, non-toxic, no heavy metals, no starches, free of BPA & Phosphates with extensive testing data available for customers. We believe the additive will provide consumer packaged goods (CPG) brands with a sustainable end-of-life biodegradable solution, without impeding normal recycle/composting plastics, and a practical and viable solution for reducing plastic waste from the world environment. We have trademarked “Advanced BioRecycle” in order to fit into the current government & industry primary desire to recycle. BioRecycle is part of the other two recycle processes including Mechanical and Chemical recycling; but with the clear advantage of no energy required to complete the recycle process in landfills and no microplastics as an end state of the plastic. The Midori Biosolutions additive is an innovative technology that aims to solve the major problem of the amount of time it takes for plastic to decompose, as it can take centuries to biodegrade. With this additive, we seek to accelerate the natural biodegradation process to just a few years. We believe that the additive can help CPG brand owners alleviate the challenges associated with unrecycled plastics, supporting their industry and governmental plastic targets. The Midori Biosolutions additive can be applied to virtually all polymer types, processes, and applications. The test results of the ASTM D5511 studies, which is a global standard measurement for landfill biodegradation which measures biogasses created during the biodegradation process, shows the different degradation rates of various products using the Midori Biosolutions additive. Further, this study shows scientific validation that the Midori Biosolutions additive works to accelerate the natural biodegradation process.

The Midori Biosolutions additive is in the initial integration phase, and we are currently working with approximately 51 consumer and industrial brands who are searching for a sustainable direction. We are in testing and pre-launch production mode as to a number of major brands in the foods, beverages, sporting goods, footwear and medical supplies industries.

The Problem We are Trying to Solve

According to, Roger Warburton’s 2021 article titled, “Great Plastic Recycling Con Leaves Trail of Pollution,” Roger Warburton, estimated that roughly 70% of plastics that get recycled end up in landfills, regardless of the effort to separate, clean and send plastic off for recycling. This is vastly due to a marketing term called ‘Greenwashing.’ ‘Greenwashing’ is a term used to describe the marketing tactics used by big-name, fast-fashion companies to advertise their new supposedly sustainable lines of products, and also refers to the process of conveying a false impression or providing misleading information about how a company’s products are more environmentally sound. According to a Landfill Management and Planning in Ontario Study completed in 2018, 85% of all plastic ends up in landfills despite diversion tactics. We believe that this is an opportunity to seek to solve this problem by integrating the Midori Biosolutions additive into plastic, thereby extending the landfill lifecycle. According to this same study, our existing landfills are expected to be maxed out in the next 10 years and will require 16 new landfills by 2030.

Landfill capacity is a global problem. Currently, governments face the following issues with current tactics relating to public waste:

	●	Recycling Programs: Recycling only processes 7% of what they collect with the balance going to landfills.

	●	Plant-derived Plastics (PLA): are costly, and cannot be recycled.

	●	Composting: requires industrial compost facilities which are often unavailable.

	●	Bioplastic: is expensive for businesses to implement into packaging.

Our Product

The Midori Biosolutions additive is a natural organic FDA compliant additive for plastic. The Midori Biosolutions additive is sold by us in many formats, including, but not limited to, pellets, powder, polyethylene terephthalate (PET), polypropylene (PP), polystyrene (PS), nylon, and synthetic rubber (collectively, referred to herein as our “products”). Midori Biosolutions additive aims to solve the foregoing problems by seeking to accelerate the natural biodegradation process from hundreds of years to just a few years (based on American Standard Testing Method for Determining Anaerobic Biodegradation of Plastic (“ASTM”) testing results), using the following steps:

Step 1: Integrate additive at 1.5% into plastic during extrusion.

Step 2: Opens polymer chain allowing microbes to enter and consume.

Step 3: Breaks down to “Element” level:

- Inert humus, which makes soil richer

- Biogas, promotes renewable energy development

The additive has undergone the following ASTM studies (which take between 30 to 90 days to complete), at the request of IP Holder or Midori-Bio Inc., to show rate of degradation (parameters) facilitated by the additive, by IE EDEN LABS USA, an independent third-party laboratory:

(i) on December 2013, an ASTM D5511 study with the test result showing degradation of 12.6% in 40 days;

(ii) on October 2013 an ASTM D5338 study (with the test result showing degradation of 13.4% in 24 days for MDPE Bag;

(iii) on April 2018 an ASTM D5511 study with the test result showing degradation of 33.9% in 338 days for PE Bag;

(iv) on April 2021 an ASTM D5511 study with the test result showing degradation of 9.1% in 55 days Tennis Ball Container;

(v) on July 2022 an ASTM D5511 study with the test result showing degradation of 7.9% in 89 days for Golf Ball Core; and

(vi) on July 2022, an ASTM D5511 study with the test result showing degradation of 5.8% in 89 days for Golf Ball Cover.

We aim to provide an end-of-life solution for all plastics. The Company does not seek to interfere with current recycling efforts, and instead intends to compliment these efforts with our solutions. Based on findings of independent third-party testing, we believe that the Midori-Biosolutions additive provides brands and retailers with a sustainable solution for fossil fuel-based plastics.

The Midori Biosolutions additive is 100% organic and non-starch based with no heavy metals. It leaves behind no microplastics or nano plastics and creates a renewable energy source. The Midori Biosolutions additive aims to provide brands and retailers with a sustainable solution for fossil fuel-based plastics and can be added to virtually all polymer types, processes and applications.

The Midori Biosolutions additive is an FDA compliant proprietary blend of organic compounds. Additionally, it is also FTC labeling compliant. Biodegradation only starts in presence of microbes- Shipping, storage, shelf has no degradation. Process friendly, easily integrates with your current packaging supplier.

The foregoing claims about our product (Midori Biosolutions) are supported by test results of the American Standard Testing Methods D5511 studies conducted by independent third-party laboratories (as described further below), compliance studies, certifications, and other information about the additive which we have obtained from IP Holder, the supplier of the additive.

We believe that the organic formulations in the Midori Biosolutions additive integrate seamlessly into most manufacturing processes. The technologies are supported by independent third-party laboratories using American Standard Testing Methods. The test results of the ASTM D5511 studies, which is a global standard measurement for landfill biodegradation which measures biogasses created during the biodegradation process, shows the different degradation rates of various products using the Midori Biosolutions additive. Further, this study shows scientific validation that the Midori Biosolutions additive works to accelerate the natural biodegradation process.

Proof of Biodegradability

Our products have been tested and proven to show acerated biodegradability for landfills, composting and marine acerated biodegradation. We submit our products for testing and obtain such results from independent third-party recognized laboratories, such as IE EDEN LABS USA, using the global test standards under ASTM test standards (ASTM D5511, D6400 and D6691) for our base products. These tests provide proof of acerated biodegradability versus non-treated plastics. As customers purchase product for a specific use, the customer typically obtains such proof of biodegradability to cover the customer’s manufacturing specifications.

Our Strategy

We are pursuing a unique direction in seeking to build our market presence and customer base. We plan to target consumer brands, governments, and consumers.

Consumer Brands: We are targeting consumer and industrial brands who are searching for a sustainable direction. We believe that major brands that have used our products have recognized just how essential our customer-focused mission is in the discussions regarding plastic end-of-life strategy driven by landfill capacity and positive ESG scores. Additionally, we are targeting consumer and industrial brands who deal with “problematic” plastics as these are plastics that are not easily recycled which includes any plastics that are multilaminate films or multi-substructure items such as tennis cans, tennis balls, toys, tires, barrier food packaging and breathable food packaging. We are also targeting consumer and industrial brands who deal with recyclable plastics such as packaging items, garbage bags, diapers, coffee pods and single use plastics like forks/plates.

Governments: Landfill capacity expiration dates are driving the plastic diversion tactic policies, which are not achieving their targets. We believe that our additive provides government with a solution to extend their current landfill lifecycle.

Consumers: We aim to provide consumers with a sustainable, educated introduction as to how our solution enhances the biodegradability of plastics with end-of-life strategy that will provide consumer pressure on brands to implement.

Current Status and Planned Growth Initiatives

As of July 1, 2024, approximately 51 branded companies have either, integrated or are in the testing process of integrating, the Midori Biosolutions additive throughout the food, drug, textile and durance consumer goods sector globally. We currently seek to meet key growth initiatives in the near- and medium-term future by working with brand stakeholders with the successful support of government lobbying and brand marketing.

Intellectual Property

(Circle B) is Trademarked and

(Advance Biorecycle Package) is pending.

Circle B Trademark:

Advanced BioRecycle Trademark:

Material Agreements

Distributor Agreement

On January 25, 2021, Midori-Bio entered into a Distributor Agreement (the “Distributor Agreement”). The IP Holder. under that agreement owns the rights in and is engaged in the business of manufacturing, marketing, selling and distributing certain organic additives, which when added to certain plastic resins, can render plastics biodegradable. Pursuant to the Distributor Agreement, Midori-Bio agreed to purchase certain IP Holder products as set forth in the Distributor Agreement (the “Products”) and to resell the Products to certain clients as set forth in the Distributor Agreement (the “Customers”). Pursuant to the Distributor Agreement, Midori-Bio must obtain written authorization from IP Holder prior to making any solicitation to any Customers that are not set forth in the Distributor Agreement. Additional Customers may be added under the Distributor Agreement upon the written agreement of both parties. Pursuant to the Distributor Agreement, Midori-Bio is limited in the customers it may serve without IP Holder consent and must meet certain sales goals each year. If it fails to meet its targets, the IP Holder could amend the Distributor Agreement to remove the exclusivity provisions or terminate the agreement.

The term of the Distributor Agreement is for five (5) years until terminated by either party as provided in the Distributor Agreement. The term of the Distributor Agreement will renew automatically for an additional five (5) years at the end of each term, however, each party will have the right to opt out of such renewals by providing written notice to the other party at least nine (9) months prior to the expiration of the current term. In the event that the Distributor Agreement is not renewed at the election of IP Holder, Midori-Bio will continue to earn the Profit Margin actually collected by IP Holder for all Product sales to Customers at the time of such non-renewal for two (2) years following such non-renewal. The Distributor Agreement may be terminated by either party upon the occurrence of certain events enumerated in the Distributor Agreement.

The Distributor Agreement contains indemnification provisions, limitation of liability terms, and confidentiality, non-competition, non-solicitation and on-circumvention terms typically included in such agreements.

The foregoing description of the Distributor Agreement is qualified by the terms of the actual agreement, which is attached as an Exhibit to the Offering Statement of which this Offering Circular is a part.

Competition

We face and will face substantial competition from a variety of companies in the biodegradable, renewable resource-based plastic segment, as well as from companies in the conventional, non-biodegradable petroleum-based industry segment. We face competition from other entrants or established companies seeking to mitigate the environmental impact of plastics. Some of their products are suitable for use in a range of products at a price which may be lower than our product offerings. Many of these companies have longer operating histories, greater name recognition, larger customer bases and significantly greater financial, sales and marketing, manufacturing, distribution, technical and other resources than us. Our competitors may be able to adapt more quickly to new or emerging technologies, changes in customer requirements and changes in laws and regulations. In addition, current and potential competitors have established or may establish financial or strategic relationships among themselves or with existing or potential customers or other third parties. Accordingly, new competitors or alliances among competitors could emerge and rapidly acquire significant market share. There can be no assurance that we can develop products that are more effective or achieve greater market acceptance than competitive products, or that our competitors will not succeed in developing products and technologies that are more effective than those being developed by us and that would therefore render our products and technologies less competitive or even obsolete. We cannot assure you that we will be able to compete successfully against current or new competitors.

We plan to compete with such competitors by a combination of:

We believe that the main scientific advantage of our additive, as compared to others in the market, is that they use the old OXO technologies using heavy metal and starches and that we do not. We only use technology that does not contain heavy metals. By not using the OXO technology, we also do not create any microplastics, which our competitors do. Our competitors who use OXO technology in their process encounter problems with packaging disintegrating prematurely during the normal use of their product. However, as we do not use this old technology our additive only biodegrades in landfills and marine environments.

Government Regulation

Regulation by government authorities in the United States and other countries is a significant factor in the production and marketing of biodegradable plastic additives, like the Midori Biosolutions additive, and the ongoing R&D activities relating to the additives. In order to research, develop, and manufacture products for customers and ultimately for consumer use, manufacturers of biodegradable plastic additives, in our case currently third-party manufacturers of Midori Biosolutions additive, must satisfy mandatory procedures and standards established by various regulatory bodies. Compliance with these standards is complex, and failure to comply with any of these standards can result in significant consequences.

Some applications for which the Midori Biosolutions additive may be suitable, such as food packaging, involve food contact, which is regulated by the U.S. Food and Drug Administration (“FDA”) in the U.S. The Midori Biosolutions additive has been cleared for use in food-contact applications by the FDA. The additive is also contained on positive lists for food-contact in the European Union and Japan. The third-party manufacturers of the additive are in the process of seeking further regulatory approvals necessary to sell and produce the additive based on local requirements in various jurisdictions worldwide, and they are prepared to seek additional such approvals as may become necessary in the ordinary course of business.

Employees

As of the date of this Offering Circular, we have three full time and three part time employees. We have also engaged numerous consultants, performing management, sales and administrative functions.

Legal Proceedings

From time to time, we are involved in litigation or other legal proceedings incidental to our business. We are not currently a party to any litigation the outcome of which, if determined adversely to us, would individually or in the aggregate be reasonably expected to have a material adverse effect on our business, operating results, cash flows or financial condition.

Reports to Security Holders

We are required to keep appropriate books of the business at our principal offices. The books will be maintained for both tax and financial reporting purposes on a basis that permits the preparation of financial statements in accordance with IFRS. For financial reporting purposes and tax purposes, the fiscal year and the tax year are September 30. We will file with the SEC periodic reports as required by applicable securities laws.

Under the Securities Act, we must update this Offering Circular upon the occurrence of certain material events. We will file updated Offering Circulars and Offering Circular supplements with the SEC. We are also subject to the informational reporting requirements of the Exchange Act that are applicable to Tier 2 companies whose securities are offered pursuant to Regulation A, and accordingly, we will file annual reports, semiannual reports and other information with the SEC. We will provide such documents and periodic updates electronically through the SEC’s EDGAR system at www.sec.gov. We will provide holders with copies via email or paper copies at any time upon request.

Bankruptcy, Receivership, Etc.

Not applicable.

DESCRIPTION OF PROPERTY

The Company’s headquarters are located at 5 Hazelton Avenue, Suite 400, Toronto, ON Canada with approximately 900 square feet of space. The Company entered into a verbal lease agreement for its property on a month to month basis, beginning on August 2021 (the “Lease”). Under the Lease, the Company pays Net Rent of CAD$13.00 ($10.20) per square foot per annum, approximately CAD$12,000 ($9,419) annum, payable in monthly equal installments. Warehouse space is a 3PL agreement of CAD$8.00 ($6.28) per pallet space plus administration cost of CAD$50.00 ($39.24). However, as we move forward on-boarding our Asian customers, we will need to find a similar 3PL warehouse in Asia. Otherwise, we believe that these facilities are adequate for our current and near-term future needs.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

The consolidated financial statements include the accounts of the Company and its operational wholly owned subsidiary.

Results of Operations for Year Ended September 30, 2023 Compared with Year Ended September 30, 2022

Revenues increased $640,775 from $493,056 in 2022 to $1,133,831 in 2023. The increase was due to further development of Midori’s customer channels and higher sales volume from existing customers.

Cost of Goods Sold increased $286,404 from $218,700 in 2022 to $505,104 in 2023 due to increased sales volume.

Officers and director’s compensation decreased $33,128 from $1,568,751 in 2022 to $1,535,623 in 2023.

Office and general expense increased $75,532 from $47,562 in 2022 to $123,904 in 2023 due to an increase in the monthly rent paid upon expiry of existing lease.

Professional fees increased $65,049 from $528,587 in 2022 to $593,636 in 2023 due to increased accounting and legal fees.

Net operating loss decreased $101,961 from $2,116,693 in 2022 to $2,014,732 in 2023 The primary decrease was due to higher sales improving operating leverage

Liquidity and Capital Resources

At September 30, 2023, the Company had cash and cash equivalents of $1,537,183 and working capital of $1,866,198 This amount is expected to last approximately 18 months.

The Company currently has no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. The Company believes that its revenues will be sufficient to fund its operations over the next 12 months. The Company intends to raise capital through its Regulation A offering. The Company is not dependent on the proceeds of the Regulation A offering, and believe that existing sales will be sufficient to fund its’ near term business objectives. Funding from the Regulation A offering will be utilized to increase the Company’s scale in the short to medium term.

We currently have no commitments with any person for any capital expenditures

We have no off-balance sheet arrangements.

Trends

Sales continue to double each year without any significant marketing support. We have 136 projects at various stages of on-boarding that include significant volume accounts that can’t be named as they are under strict NDAs. Our COGS has remained stable during the recent inflationary pressures allowing us to hold our margins and sales prices to customers. Companies are under pressure to continue to provide positive sustainable messaging to governments, retailers and consumers that the Midori message can provide. The government of India are publicly supporting biodegradable plastics as a viable way to manage plastic waste. The market understands that it cannot recycle its way out of plastic waste and are looking for innovative solutions like Midori Bio (among others) to provide pragmatic solutions to manage plastic waste.

DIRECTORS, EXECUTIVE OFFICERS, AND SIGNIFICANT EMPLOYEES

Our board of directors is elected annually by our shareholders. The board of directors elects our executive officers annually. All officers are engaged full time and directors are expected to contribute approximately 40 hours per month to the Company. Our directors and executive officers as of the date of this offering circular are as follows:

Kenneth Lyons

Ken Lyons is the Chief Executive Officer and a director of the Company since January 19, 2021. He has also served as the Co-Founder, Chief Executive Officer and a director of Midori-Bio, the wholly-owned operating subsidiary of the Company, since January 6, 2021. From 2014 to present, Mr. Lyons serves as the President of K. Lyons Enterprises Inc., a Strategic Consultant, including business planning marketing & sales strategy development with key companies and titles as follows; 2014-present Blue Mountain Fruit Company as Director of Sales & Marketing/Strategic advisor; 2018-2022 Greenleaf Foods (Div of Maple Leaf Foods) as Canadian Director of Sales; amongst many other marketing consulting projects.

Mr. Lyons has over 35 years as a successful brand builder, sales and marketing expert and business strategist for some the world’s largest consumer brand companies. He has successfully introduced and drove brands to become market leaders. As a brand builder, Mr. Lyons has supported several consumer brands with innovative sales, marketing & packaging solutions. He has a successful and proven track record in understanding consumer-packaged goods (“CPG”) challenges relating to all disciplines, by leading tremendous collaboration with visionary leaders. Mr. Lyons graduated from the Marketing program at Sheridan College. Mr. Lyons does not hold, and has not previously held, any directorships in any reporting companies.

Robert Leeder

Robert Leeder is the Chairman and President and a director of the Company since January 19, 2021. He has also served as the Co-Founder, Chairman and President and a director of Midori-Bio, the wholly-owned operating subsidiary of the Company, since January 6, 2021. From January 2016 to the present, Mr. Leeder serves as the owner of his own consulting business, 1161168 Ontario Ltd. Mr. Leeder has more than 30 years of executive leadership experience. He has led numerous transactions and spearheaded financial, marketing, and operational improvements for global companies across consumer-packaged goods sectors. Robert has launched and successfully guided several brands specializing in the sporting goods and outdoor recreational markets. Some of these brands include Titan and Easton sports and the Merrell footwear brand. In the last ten years Robert has introduced sustainable, toxic-free additives for synthetic-based textiles and plastics providing global brands to reduce their carbon footprint, paving the way for other environmental outdoor brands to follow this direction. Mr. Leeder does not hold, and has not previously held, any directorships in any reporting companies.

Christina Dykun

Christina Dykun has served as an independent director of the Company since November 24, 2021. She has also served as an independent director of Midori-Bio, the wholly-owned operating subsidiary of the Company, since January 6, 2022. In 2014, Ms. Dykun qualified as a corporate lawyer at Bennett Jones LLP (Toronto) and remains a lawyer in good standing with the Law Society of Ontario. From 2015 to 2017, Ms. Dykun moved into the world of finance and served as an Investment Analyst & Legal Associate in the investment management division of Dundee Corporation (a publicly-listed investment manager, listed on the Toronto Stock Exchange under the ticker: DC.A) focusing on hedge funds, private equity, corporate finance, and mergers & acquisitions. From 2017 to 2019, Ms. Dykun served as the Vice President of Investment Banking in the Healthcare Division at leading independent Canadian investment banks, including GMP Securities L.P. (now Stifel). As the Vice President of Investment Banking, Ms. Dykun helped execute go-publics transactions for healthcare companies with multi-billion dollar market capitalizations, large-scale public M&A transactions, and over $3B worth of completed equity/debt financings. From 2020 to present, Ms. Dykun has built a successful strategic advisory business focusing on leading private and public companies throughout North America in high-growth sectors, including healthcare, consumer packaged goods, and technology.

Ms. Dykun is a passionate finance professional with extensive experience in capital markets, helping advise many of the largest healthcare companies in the United States and Canada throughout the public listing, institutional financing, and merger & acquisition processes. To this day, Ms. Dykun employs a creative approach to building companies through organic growth initiatives and accretive acquisitions. Ms. Dykun’s niche experience with high-growth corporates will lend itself to the Company as it builds its brand and business, while serving as an ardent proponent for a more global acceptance of environmental stewardship and sustainable solutions. Ms. Dykun graduated from the University of Toronto with an Honours Bachelor of Arts and Master of Arts Degree, as well as a Juris Doctor Degree from the University of Ottawa. In addition, Ms. Dykun achieved the Partners, Directors and Senior Officers certification through the Canadian Securities Institute. Ms. Dykun does not hold, and has not previously held, any directorships in any reporting companies.

Ben Powell

Ben Powell has served as the Chief Financial Officer of the company since January 15, 2024. From March 2021 to present, he continues to serve as a corporate finance consultant to NorthStar Gaming Inc (“NorthStar”) (TSX-V: BET), performing both the roles of Vice-President Corporate Development and Vice-President Finance, during which time Mr. Powell has assisted the company in raising over C$30 million in outside capital and helped execute its go-public listing on the Toronto Venture Exchange via a reverse takeover transaction. Prior to NorthStar, Mr. Powell was the Vice-President Corporate Development for another public company, MJardin Group, where he enacted multiple transactions on behalf of the Board of Directors with a notional value >C$250 million. Additionally, Mr. Powell was responsible for corporate budgeting and financial planning and analysis (FP&A) at MJardin.

Prior to joining MJardin, Mr. Powell held numerous sell-side roles with both Deloitte Financial Advisory and Macquarie Capital’s commodity sales and trading desk. Mr. Powell graduated from the University of Victoria with a Bachelor of Commerce degree and is a CFA Charterholder. Mr. Powell does not hold, and has not previously held, any directorships in any reporting companies.

Consulting Relationships

Currently, all of our officers and directors are working under consulting agreements/relationships and may dedicate time and resources to other functions and personal expenditures, some of which may conflict with our objectives as a company. Our officers and directors are not required under such consulting agreements/relationships to devote any specific hours per week to the affairs of the Company. Any and all conflicts of interest entered into by our officers and directors are brought to the company’s board of director’s attention, with a resolution to the conflict addressed as such, at the time of revealment.

Board Committees

We have not established an audit committee, compensation committee, or nominating committee.

Family Relationships

There are no familial relationships between any of our officers and directors.

Director or Officer Involvement in Certain Legal Proceedings

Our current directors and executive officers have not at any time in the past five (5) years been convicted in a criminal proceeding (excluding traffic violations and other minor offenses) and no petition under the federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of any such officers or directors, or any partnership in which they were a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing.

Code of Ethics

We have not adopted any specific Code of Ethics.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

The table below summarizes all compensation awarded to, earned by, or paid to our executive officers and directors for all services rendered in all capacities to us during the previous fiscal year ended as of September 30, 2023. The below figures use the conversion rate of 1.37 United States Dollar to 1.00 Canadian Dollar.

Consulting Agreements

Consulting Agreement with CEO of Midori Group

On January 11, 2021, Midori Group entered into a consulting agreement with a company owned and controlled by the CEO of the Company for an initial term of 10 years. The Company agreed to compensate the consultant as follows: (i) a fee at a rate of $27,085 per month commencing August 1, 2021; and (ii) in the event that the Company or an entity that acquires all of the issued and outstanding securities of the Company (“Parentco”), completes a listing of its securities on a recognized and publicly traded stock exchange in Canada or the United States (a “Listing Event”), the Company or Parentco shall award the consultant 1,000,000 restricted stock units (“RSUs”) concurrently with a Listing Event pursuant to the terms of a RSU Plan to be adopted by the Company or Parentco.

The Company may terminate the consulting agreement upon providing the consultant with 36 months’ notice in writing; provided the Company may provide the consultant with 36 months’ pay in lieu of notice including the ten percent of the annual net profit of the Company calculated and payable within 90 days of each fiscal year-end over the 36-month termination period.

Consulting Agreements with President of Midori Group

On January 11, 2021, Midori Group entered into a consulting agreement with a company owned and controlled by the President of the Company for an initial term of 10 years. The Company agreed to compensate the consultant as follows: (i) a fee at a rate of $27,085 per month commencing August 1, 2021; and (ii) in the event that the Company or an entity that acquires all of the issued and outstanding securities of Parentco, completes a Listing Event, the Company or Parentco shall award the consultant 1,000,000 RSUs concurrently with a Listing Event pursuant to the terms of a RSU Plan to be adopted by the Company or Parentco. The Company may terminate the consulting agreement upon providing the consultant with 36 months’ notice in writing; provided the Company may provide the consultant with 36 months’ pay in lieu of notice including the ten percent of the annual net profit of the Company calculated and payable within 90 days of each fiscal year-end over the 36- month termination period.

Equity Incentive Plan

The Board approved a rolling stock option plan on January 21, 2022 (the “Option Plan”), which provides for a total of 10% of the issued and outstanding Common Shares available for issuance thereunder.

The purpose of the Option Plan is to allow the Company to grant stock options to directors, officers, employees and consultants, as additional compensation, and as an opportunity to participate in the success of the Company. The granting of such Options is intended to align the interests of such persons with that of the Company’s shareholders.

The tables below summarize information in CAD$ about the options expected to be issued prior to listing:

(1) Consists of Dale Storey who is an advisor to the Company.

Terms of the Plan

The full text of the Option Plan is available upon written request made directly to the Company at its registered office located at 1500 – 1055 West Georgia Street, Vancouver, British Columbia.

Administration

The Option Plan shall be administered by the Board, a special committee of the Board (the “Committee”) or by an administrator appointed by the Board or the Committee (the “Administrator”) either of which will have full and final authority with respect to the granting of all Options thereunder. Options may be granted under the Option Plan to such directors, officers, employees or consultants of the Company, as the Board, the Committee or the Administrator may from time to time designate.

Number of Common Shares Reserved

Subject to adjustment as provided for in the Option Plan, the aggregate number of Common Shares which will be available for purchase pursuant to Options granted under to the Option Plan will not exceed 10% of the number of Common Shares which are issued and outstanding on the particular date of grant. If any Option expires or otherwise terminates for any reason without having been exercised in full, the number of Common Shares in respect of such expired or terminated Option shall again be available for the purposes of granting Options pursuant to the Option Plan.

Exercise Price

The exercise price at which an Option holder may purchase a Common Share upon the exercise of an Option shall be determined by the Committee and shall be set out in the Option certificate (an “Option Certificate”) issued in respect of the Option. The exercise price shall not be less than the price determined in accordance with Nasdaq Capital Market policies while, and if, the Company’s Common Shares are listed on the Nasdaq Capital Market.

Maximum Term of Options

The term of any Option granted under the Option Plan (the “Term”) shall be determined by the Board, the Committee or the Administrator, as applicable, at the time the Option is granted but, subject to earlier termination in the event of termination, or in the event of death or disability of the Option holder. In the event of death or disability, the Option shall expire on the earlier of the date which is one year following the date of disability ordeath and the applicable expiry date of the Option. Options granted under the Option Plan are not to be transferable or assignable other than by will or other testamentary instrument or pursuant to the laws of succession.

Termination

Subject to such other terms or conditions that may be attached to Options granted under the Option Plan, an Option holder may exercise an Option in whole or in part at any time and from time to time during the Term. Any Option or part thereof not exercised within the Term shall terminate and become null, void and of no effect as of the date of expiry of the Option. The expiry date of an Option shall be the date so fixed by the Committee at the time the Option is granted as set out in the Option Certificate or, if no such date is set out in for the Option Certificate the applicable circumstances, the date established, if applicable, in paragraphs (a) or (b) below or in the event of death or disability (as discussed above under “Maximum Term of Options”) or in the event of certain triggering events occurring, as provided for under the Option Plan:

(a) Ceasing to Hold Office - In the event that the Option holder holds his or her Option as an executive and such Option holder ceases to hold such position other than by reason of death or disability, the expiry date of the Option shall be, unless otherwise determined by the Committee, the Board or the Administrator, as applicable and expressly provided for in the Option certificate, the 30th day following the date the Option holder ceases to hold such position unless the Option holder ceases to hold such position as a result of:

in which case the Expiry Date shall be the date the Option Holder ceases to hold such position;

in which case the Expiry Date shall be the date the Option Holder ceases to hold such position.

In the event that the Option holder ceases to hold the position of executive, employee or consultant for which the Option was originally granted, but comes to hold a different position as an executive, employee or consultant prior to the expiry of the Option, the Committee, the Board or the Administrator, as applicable, may, in its sole discretion, choose to permit the Option to stay in place for that Option holder with such Option then to be treated as being held by that Option holder in his or her new position and such will not be considered to be an amendment to the Option in question requiring the consent of the Option holder. Notwithstanding anything else contained in the Option Plan, in no case will an Option be exercisable later than the expiry date of the Option.

Executive Compensation Philosophy

Our Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves the right to pay our executives or any future executives a salary, and/or issue them shares of common stock issued in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance. This package may also include long-term stock based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.

The Board of Directors may grant incentive bonuses to our executive officers and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executives.

In order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award our executives and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of Directors.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

The following table sets forth the ownership, as of July 30, 2024, of our common stock by each person known by us to be the beneficial owner of more than 10% of any class of our outstanding voting stock, our directors, and our executive officers and directors as a group. To the best of our knowledge, the persons named have sole voting and investment power with respect to such shares, except as otherwise noted. There are not any pending or anticipated arrangements that may cause a change in control.

As of July 30, 2024, there are a total of approximately 47,468,500 votes eligible to be cast in any Company vote.

The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other right. More than one person may be deemed to be a beneficial owner of the same securities.

Except as otherwise indicated and under applicable community property laws, we believe that the beneficial owners of our common stock listed below have sole voting and investment power with respect to the shares shown. Unless otherwise noted, the address of each shareholder listed in the table is the same as the Company.

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

Except as described above and within the section entitled Executive Compensation of this Offering Circular, none of the following parties (each a “Related Party”) has, in our fiscal years ended 2022 and 2023 and the interim period in 2023, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

During the year ended September 30, 2023, the Chief Executive Officer (“CEO”) of the Company charged fees of $237,240 (2022 – $237,240) for consulting services, which are included in management and consulting fees. Accounting fees of $29,212 (2022 – $29,212), which are included in professional fees, were also charged by a company controlled by the CEO. As at September 30, 2023, no balance was owed to the CEO and the company controlled by him.

During the year ended September 30, 2023, the President & Chairman of the Company charged fees of $237,240 (2022 – $237,240) for consulting services, which are included in management and consulting fees. As at September 30, 2023, no balance was owed to the President of the Company (September 30, 2022 – $23,999 which was due on demand, bears no interest and was not secured).

During the year ended September 30, 2023, the former Chief Financial Officer (“CFO”) and Secretary of the Company charged fees of $85,155 (2022 – $nil) for CFO services, which are included in management and consulting fees. As at September 30, 2023, no balance was owed to the CFO (September 30, 2022 – $nil).

During the year ended September 30, 2023, the Company’s former CFO charged fees of $3,650 (2022 – $23,358) for CFO services, which are included in management and consulting fees. As at September 30, 2023, no balance was owed to the CFO (September 30, 2022 – $nil).

During the year ended September 30, 2023, the Company also paid consulting fees of $218,978 to 1440227 Ontario Inc., an entity affiliated by the CEO and President, for a bonus payment resulting from the conclusion of the RTO. The fees are included in management and consulting fees on the consolidated statements of loss and comprehensive loss.

SECURITIES BEING OFFERED

The following description is a summary of the material rights of shareholders. Shareholder rights are dictated via the Company’s Articles of Incorporation and Bylaws, each as amended from time to time. The foregoing documents have been filed as exhibits to this Offering Circular.

None of our securities are currently listed or quoted for trading on any national securities exchange or national quotation system.

Common Stock

We are offering up to 20,000,000 Shares of common stock, no par-value. The Company is authorized to issue an unlimited number of Shares. As of July 30, 2024, the Company had approximately 47,468,500 Shares issued and outstanding to approximately 215 shareholders.

Each Share of common stock entitles the holder to one vote, either in person or by proxy, at meetings of shareholders. The holders are not permitted to vote their Shares cumulatively. Shareholders may take action by written consent.

Holders of our common stock have no pre-emptive rights or other subscription rights, conversion rights, redemption or sinking fund provisions. Upon our liquidation, dissolution or winding up, the holders of our common stock will be entitled to share ratably in the net assets legally available for distribution to shareholders after the payment of all of our debts and other liabilities.

In the case of any distribution or payment in respect of the shares of common stock upon the consolidation or merger of the Company, such distribution or payment shall be made ratably on a per share basis among the holders of the common stock.

Holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors or our shareholders pursuant to a resolution, out of funds legally available. We have not paid any dividends to common shareholders since our inception, and we presently anticipate that all earnings, if any, will be retained for development of our business. In the case of dividends or distributions payable in shares of common stock or securities convertible into or exchangeable for shares of such common stock, the shares or securities so payable shall be payable in shares of or securities convertible into or exchangeable for, common stock of the same class upon which the dividend or distribution is being paid.

Variation of Rights of Shares

Whenever our capital is divided into different classes of shares, the rights attaching to any class of share (unless otherwise provided by the terms of issue of the shares of that class) may be varied either with the consent in writing of the holders of not less than two-thirds of the issued shares of that class, or with the sanction of a resolution passed by a majority of not less than two-thirds of the holders of shares of the class present in person or by proxy at a separate general meeting of the holders of shares of that class.

Unless the terms on which a class of shares was issued state otherwise, the rights conferred on the shareholder holding shares of any class shall not be deemed to be varied by the creation or issue of further shares ranking pari passu with the existing shares of that class.

Alteration of Share Capital

Subject to the Business Corporations Act, the Company may, by ordinary resolution:

Inspection of Books and Records

Holders of our Common Shares will have no general right under the Business Corporations Act to inspect or obtain copies of our register of members or our corporate records.

General Meetings

Under the Business Corporations Act, the Company must hold its first annual general meeting within 18 months after the date on which it was incorporated or otherwise recognized, and after that much hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual reference date at such time and place as may be determined by the directors.

If all the shareholders who are entitled to vote at an annual general meeting consent by a unanimous resolution to all of the business that is required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date of the unanimous resolution. The shareholders much, in any unanimous resolution, select as the Company’s annual reference date, a date that would be appropriate for the holding of the applicable annual general meeting.

The directors also may whenever think fit, call a meeting of the shareholders.

A general meeting of the Company may be held anywhere in North America, as determined by the directors.

The Company must send notice of the date, time and location of any meeting of shareholders in the manner provided in the Business Corporations Act to each shareholder entitled to attend the meeting and to each director of the Company if and for so long as the Company is a public company, twenty-one days, and otherwise ten days.

The directors may set a date as the record date for the purpose of determining shareholders entitled to, or the non- receipt of any notice by, any of the persons entitled to notice does not invalidate any proceeding at that meeting. Any persons entitled to notice of a meeting of shareholders may, in writing or otherwise, waive or reduce the period of notice of such meeting.

Accidental omission to send notice of any meeting of shareholder to, or the non-receipt of any notice by, any of the persons entitled to notice does not invalidate any proceeding at that meeting. Any person entitled to notice of a meeting of shareholders may, in writing or otherwise, waive or reduce the period of notice of such meeting.

If a meeting of shareholders is to consider special business, as defined in the Company’s Articles of Association, the notice of meeting must:

A shareholder may participate in a meeting of the shareholders in person or by telephone if all shareholders participate in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other and if all shareholders who wish to participate in the meeting agree to such participation.

The quorum for the transaction of business at a meeting of shareholders is two persons, who are or representing by proxy, shareholders holding, in the aggregate, at least 33.33 percent of the issued shares entitled to be voted at the meeting. On a show of hands, every person present who is a shareholder or proxy holder entitled to vote on the matter has one vote.

Directors

At every annual general meeting or by written resolution, the shareholders entitled to vote must elect, a board of directors consisting of the number of directors for the time being. The shareholders may elect or appoint the directors needed to fill any vacancies in the board of directors up to the number of opened vacancies.

A director is entitled to remuneration for acting as director.

The shareholding qualification for directors may be fixed by our shareholders by ordinary resolution and unless and until so fixed no share qualification shall be required.

Each director holds office for the term, if any, fixed by the terms of his appointment or until his earlier death, bankruptcy, insanity, resignation or removal. If no term is fixed on the appointment of a director, the director serves indefinitely until his earlier death, bankruptcy, insanity, resignation or removal.

A director may be removed by ordinary resolution.

A director may at any time resign or retire from office by giving us notice in writing. Unless the notice specifies a different date, the director shall be deemed to have resigned on the date that the notice is delivered to us.

Subject to the provisions of the articles, the office of a director may be terminated forthwith if:

Powers and Duties of Directors

Subject to the provisions of the Business Corporations Act and our articles of association, our business shall be managed by the directors, who may exercise all our powers. No prior act of the directors shall be invalidated by any subsequent alteration of our articles of association. To the extent allowed by the Business Corporations Act, however, shareholders may by special resolution validate any prior or future act of the directors which would otherwise be in breach of their duties.

The directors may delegate any of their powers to any person to be the attorney of the Company.

The board of directors may establish any local or divisional board of directors or agency and delegate to it its powers and authorities (with power to sub-delegate) for managing any of our affairs. The directors may from time to time and at any time by power of attorney or in any other manner they determine appoint any person, either generally or in respect of any specific matter, to be our agent with or without authority for that person to delegate all or any of that person’s powers.

The directors may from time to time and at any time by power of attorney or in any other manner appoint any person, whether nominated directly or indirectly by the directors, to be our attorney or our authorized signatory and for such period and subject to such conditions as they may think fit. The powers, authorities and discretions, however, must not exceed those vested in, or exercisable, by the directors under the articles.

The Board of Directors may remove any person so appointed and may revoke or vary the delegation.

A director may, as a director, vote (and be counted in the quorum) in respect of any contract, transaction, arrangement or proposal in which he has an interest which is not a material interest. However, a director who holds a disclosable interest in a contract or transaction win which the Company has entered or proposes to enter is not entitled to vote on any directors’ resolutions to approve the contract or transaction, unless the directors have disclosable interest in that contract or transaction, in which case any or all of those directors may vote on such resolution. Such director who holds a disclosable interest that is present for a meeting of directors may be counted in the quorum at the meeting, whether or not the director votes on any or all of the resolutions considered at the meeting.

Transfer Agent

The transfer agent for the Common Shares is Olympia Trust Company, Located at 4000, 520 - 3rd Ave SW, Calgary, Alberta, T2P 0R3 with a phone number of 1-403-770-0001. Shares will be issued by the Transfer Agent in Book Entry form.

Disclosure of Commission Position on Indemnification for Securities Liabilities

The Company’s Bylaws and Certificate of Incorporation, subject to the provisions of British Columbia Law, contain provisions which allow the corporation to indemnify its officers and directors against liabilities and other expenses incurred as the result of defending or administering any pending or anticipated legal issue in connection with service to the Company if it is determined that person acted in good faith and in a manner which he reasonably believed was in the best interest of the Company. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, may be unenforceable.

Enforceability of Civil Liability

We are incorporated under the laws of Ontario, Canada. Service of process upon us and upon certain of our directors and officers and the experts named in this Offering Circular, who reside outside the U.S., may be difficult to obtain within the U.S. Furthermore, because a substantial amount of our assets and certain of our directors and officers are located outside the U.S., any judgment obtained in the U.S. against us or any of our directors and officers may not be collectible within the U.S.

We have also been advised by our Canadian legal advisor that there is doubt as to the enforceability, in original actions in Canadian courts, of liabilities based on the U.S. federal securities laws or “blue sky” laws of any state within the United States and as to the enforceability in Canadian courts of judgments of U.S. courts obtained in actions based on the civil liability provisions of the U.S. federal securities laws or any such state securities or blue sky laws. Therefore, it may not be possible to enforce those judgments against us, certain of our directors and officers, the experts named in this Offering Circular.

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO U.S. HOLDERS

The following discussion describes the material United States federal income tax consequences to a United States Holder (as defined herein) of the purchase, ownership and disposition of our voting shares as of the date hereof. This discussion deals only with voting shares that are held as capital assets by a United States Holder. In addition, the discussion set forth below is applicable only to United States Holders (i) who are residents of the United States for purposes of the current United States—Canada Income Tax Convention (the “Treaty”), (ii) whose voting shares are not, for purposes of the Treaty, effectively connected with a permanent establishment in Canada and (iii) who otherwise qualify for the full benefits of the Treaty.

As used herein, the term “United States Holder” means a beneficial owner of our voting shares that is, for United States federal income tax purposes, any of the following:

This discussion is based upon provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations, rulings and judicial decisions thereunder as of the date hereof. Those authorities may be changed, perhaps retroactively, so as to result in United States federal income tax consequences different from those summarized below.

This discussion does not represent a detailed description of the United States federal income tax consequences applicable to you if you are subject to special treatment under the United States federal income tax laws, including if you are:

If a partnership (or other entity treated as a partnership for United States federal income tax purposes) holds our voting shares, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our voting shares, you should consult your tax advisors.

This discussion does not contain a detailed description of all the United States federal income tax consequences to you in light of your particular circumstances and does not address the Medicare tax on net investment income or the effects of any state, local or non- United States tax laws. If you are considering the purchase of our voting shares, you should consult your own tax advisors concerning the particular United States federal income tax consequences to you of the purchase, ownership and disposition of our voting shares, as well as the consequences to you arising under other United States federal tax laws and the laws of any other taxing jurisdiction. This discussion assumes that we are not, and will not become, a passive foreign investment company, as described below.

Taxation of Dividends

The gross amount of distributions on the voting shares (including any amounts withheld to reflect Canadian withholding taxes) will be taxable as dividends to the extent paid out of our current or accumulated earnings and profits, as determined under United States federal income tax principles. To the extent that the amount of any distribution exceeds our current and accumulated earnings and profits for a taxable year, the distribution will first be treated as a tax-free return of capital, causing a reduction in the tax basis of the voting shares, and to the extent the amount of the distribution exceeds your tax basis, the excess will be taxed as capital gain recognized on a sale or exchange. We do not, however, expect to determine earnings and profits in accordance with United States federal income tax principles. Therefore, you should expect that a distribution will generally be treated as a dividend.

Any dividends that you receive (including any withheld taxes) will be includable in your gross income as ordinary income on the day actually or constructively received by you. Such dividends will not be eligible for the dividends received deduction allowed to corporations under the Code.

With respect to non-corporate United States Holders, certain dividends received from a qualified foreign corporation may be subject to reduced rates of taxation. A qualified foreign corporation includes a non-U.S. corporation that is eligible for the benefits of a comprehensive income tax treaty with the United States which the United States Treasury Department determines to be satisfactory for these purposes and which includes an exchange of information provision. The United States Treasury Department has determined that the Treaty meets these requirements, but we may not be eligible for the benefits of the Treaty. However, a non-U.S. corporation is also treated as a qualified foreign corporation with respect to dividends paid by that corporation on shares that are readily tradable on an established securities market in the United States. United States Treasury Department guidance indicates that our voting shares, which will be listed on the Nasdaq Capital Market, will be readily tradable on an established securities market in the United States. There can be no assurance, however, that our voting shares will be considered readily tradable on an established securities market in later years. Non-corporate holders that do not meet a minimum holding period requirement during which they are not protected from the risk of loss or that elect to treat the dividend income as “investment income” pursuant to Section 163(d)(4) of the Code will not be eligible for the reduced rates of taxation regardless of our status as a qualified foreign corporation. In addition, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met. You should consult your own tax advisors regarding the application of these rules to your particular circumstances.

The amount of any dividend paid in Canadian dollars will equal the United States dollar value of the Canadian dollars received calculated by reference to the exchange rate in effect on the date the dividend is received by you, regardless of whether the Canadian dollars are converted into United States dollars. If the Canadian dollars received as a dividend are converted into United States dollars on the date they are received, you generally will not be required to recognize foreign currency gain or loss in respect of the dividend income. If the Canadian dollars received as a dividend are not converted into United States dollars on the date of receipt, you will have a basis in the Canadian dollars equal to their United States dollar value on the date of receipt. Any gain or loss realized on a subsequent conversion or other disposition of the Canadian dollars will be treated as United States source ordinary income or loss.

Subject to certain conditions and limitations, Canadian withholding taxes on dividends may be treated as foreign taxes eligible for credit against your United States federal income tax liability. For purposes of calculating the foreign tax credit, dividends paid on the voting shares will be treated as income from sources outside the United States and will generally constitute passive category income. However, in certain circumstances, if you have held the voting shares for less than a specified minimum period during which you are not protected from risk of loss, or are obligated to make payments related to the dividends, you will not be allowed a foreign tax credit for Canadian withholding taxes imposed on dividends paid on the voting shares. If you do not elect to claim a United States foreign tax credit, you may instead claim a deduction for Canadian income tax withheld, but only for a taxable year in which you elect to do so with respect to all foreign income taxes paid or accrued in such taxable year. The rules governing the foreign tax credit are complex. You are urged to consult your tax advisors regarding the availability of the foreign tax credit under your particular circumstances.

Passive Foreign Investment Company

We do not believe that we are, for United States federal income tax purposes, a passive foreign investment company (a “PFIC”), and we expect to operate in such a manner so as not to become a PFIC. If, however, we are or become a PFIC, you could be subject to additional United States federal income taxes on gain recognized with respect to the voting shares and on certain distributions, plus an interest charge on certain taxes treated as having been deferred under the PFIC rules.

Taxation of Capital Gains

For United States federal income tax purposes, you will recognize taxable gain or loss on any sale or exchange of the voting shares in an amount equal to the difference between the amount realized for the voting shares and your tax basis in the voting shares. Such gain or loss will generally be capital gain or loss and will generally be long- term capital gain or loss if you have held the voting shares for more than one year. Long-term capital gains of non-corporate United States Holders (including individuals) are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations. Any gain or loss recognized by you will generally be treated as United States source gain or loss. Consequently, you may not be able to use the foreign tax credit arising from any Canadian tax imposed on the disposition of voting shares unless such credit can be applied (subject to applicable limitations) against tax due on other income treated as derived from foreign sources.

Information Reporting and Backup Withholding

In general, information reporting will apply to dividends in respect of our voting shares and the proceeds from the sale, exchange or other disposition of our voting shares that are paid to you within the United States (and in certain cases, outside the United States), unless you are an exempt recipient. A backup withholding tax may apply to such payments if you fail to provide a taxpayer identification number or certification of exempt status or fail to report in full dividend and interest income.

Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your United States federal income tax liability provided the required information is timely furnished to the Internal Revenue Service.

Reporting Obligations for Specified Foreign Financial Assets

United States Holders who are individuals (and certain entities) are required to report on Internal Revenue Service Form 8938 specified foreign financial assets that they own if the aggregate value of those assets exceeds certain threshold amounts. Specified foreign financial assets may include stock of a foreign issuer such as the voting shares if not held through a financial account maintained at a United States “financial institution,” as defined in the applicable rules. United States Holders should consult their own tax advisors as to the possible application of this reporting obligation under their particular circumstances.

MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following is, as of the date hereof, a summary of the principal Canadian federal income tax considerations under the Income Tax Act (Canada) (the “Canadian Tax Act”) and the regulations thereunder (the “Regulations”) generally applicable to an investor who acquires Shares pursuant to this offering. This summary applies only to a purchaser who is a beneficial owner of Shares acquired pursuant to this offering and who, for the purposes of the Canadian Tax Act, and at all relevant times: (i) deals at arm’s length with the Company, (ii) is not affiliated with the Company; and (iii) acquires and holds the Shares as capital property (a “Holder “).

Shares will generally be considered to be capital property to a Holder for purposes of the Canadian Tax Act unless they are held in the course of carrying on a business of trading or dealing in securities or were acquired in one or more transactions considered to be an adventure or concern in the nature of trade.

This summary is not applicable to a Holder: (i) that is a “financial institution” for the purposes of the mark-to- market rules contained in the Canadian Tax Act; (ii) that is a “specified financial institution” (as defined in the Canadian Tax Act); (iii) an interest in which is a “tax shelter investment” for purposes of the Canadian Tax Act; (iv) that has made a functional currency reporting election under section 261 of the Canadian Tax Act to report its “Canadian tax results” as defined in the Canadian Tax Act in a currency other than Canadian currency; (v) that has entered into, or will enter into, a “derivative forward agreement” or “synthetic disposition arrangement” (each as defined in the Canadian Tax Act) with respect to the Shares; (vi) that receives dividends on Shares under or as part of a “dividend rental arrangement” (as defined in the Canadian Tax Act); or (vii) that is exempt from tax under Part I of the Canadian Tax Act.

This summary does not address the deductibility of interest by a Holder who has borrowed money to acquire Shares. Such Holders should consult their own tax advisors.

Additional considerations, not discussed herein, may apply to a Holder that is a corporation resident in Canada, and is or becomes (or does not deal at arm’s length for purposes of the Canadian Tax Act with a corporation resident in Canada that is or becomes), as part of a transaction or event or series of transactions or events that includes the acquisition of the Shares, controlled by a non-resident person or a group of persons comprised of any combination of non-resident corporations, non-resident individuals or non-resident trusts that do not deal with each other at arm’s length for purposes of the “foreign affiliate dumping” rules in section 212.3 of the Canadian Tax Act. Such Holders should consult their own tax advisors with respect to the consequences of purchasing Shares pursuant to the offering.

This summary is based on the current provisions of the Canadian Tax Act and the regulations thereunder (“Regulations”) in force on the date hereof, all specific proposals to amend the Canadian Tax Act or the Regulations publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date of this Offering Circular (the “Proposed Amendments”) and counsel’s understanding of the current administrative practices and assessing policies of the Canada Revenue Agency (the “CRA”) publicly available prior to the date hereof. This summary assumes that the Proposed Amendments will be enacted in the form proposed. However, no assurances can be given that the Proposed Amendments will be enacted as proposed or at all. This summary is not exhaustive of all possible Canadian federal income tax considerations and, except for the Proposed Amendments, does not take into account or anticipate any changes in the law or in the administrative practices or assessing policies of CRA, whether by legislative, governmental, administrative or judicial decision or action, nor does it take into account or consider other federal or any provincial, territorial or foreign tax considerations, which may differ significantly from the Canadian federal income tax considerations discussed in this summary.

This summary is not exhaustive of all possible Canadian federal income tax considerations applicable to an investment in Shares. The following description of income tax matters is of a general nature only and is not intended to be, nor should it be construed to be, legal or income tax advice to any particular Holder. Holders are urged to consult their own income tax advisors with respect to the tax consequences applicable to them based on their own particular circumstances.

Taxation of Resident Holders

The following portion of this summary applies to a Holder who, for the purposes of the Canadian Tax Act, is or is deemed to be resident in Canada at all relevant times (a “Resident Holder”). A Resident Holder whose Shares might not otherwise qualify as capital property may be entitled to make an irrevocable election permitted by subsection 39(4) of the Canadian Tax Act to deem the Shares, and every other “Canadian security” (as defined in the Canadian Tax Act), held by such person, in the taxation year of the election and each subsequent taxation year to be capital property. Resident Holders should consult their own tax advisors regarding this election.

Dividends

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

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

A Resident Holder that is a “private corporation” as defined in the Canadian Tax Act or a “subject corporation” as defined in subsection 186(3) of the Canadian Tax Act will generally be liable under Part IV of the Canadian Tax Act to pay a refundable tax on dividends received or deemed to be received on the Shares to the extent that such dividends are deductible in computing the Resident Holder’s taxable income for the taxation year. Such Resident Holders should consult their own tax advisors in this regard.

Disposition of Shares

A Resident Holder who disposes, or is deemed to dispose, of a Share (other than on a disposition to the Company that is not a sale in the open market in the manner in which shares would normally be purchased by any member of the public in an open market), generally will realize a capital gain (or capital loss) in the taxation year of the disposition equal to the amount, if any, by which the proceeds of disposition, net of any reasonable costs of disposition, are greater (or are less) than the adjusted cost base to the Resident Holder of such Share immediately before the disposition or deemed disposition. The taxation of capital gains and losses is generally described below under the heading “Capital Gains and Capital Losses.” The adjusted cost base of the Shares to a Resident Holder will be determined by averaging the cost of such Shares with the adjusted cost base of all other Shares of the same class of the Corporation held by the Resident Holder and by making certain other adjustments required under the Tax Act. The Resident Holder’s cost for purposes of the Tax Act of the Shares will include all amounts paid or payable by the Holder for such Shares, subject to certain adjustments under the Tax Act.

Capital Gains and Capital Losses

Generally, subject to Proposed Amendments regarding the taxation of capital gains (the “Capital Gain Proposals”), a Resident Holder is required to include in computing income for a taxation year one-half of the amount of any capital gain (a “taxable capital gain”) realized by the Resident Holder in such taxation year. Subject to and in accordance with the rules contained in the Canadian Tax Act and the Capital Gain Proposals, a Resident Holder is required to deduct one-half of the amount of any capital loss (an “allowable capital loss”) realized in a particular taxation year against taxable capital gains realized by the Resident Holder in the year. Allowable capital losses in excess of taxable capital gains realized in a taxation year may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized in such years, to the extent and under the circumstances described in the Canadian Tax Act.

The amount of any capital loss realized by a Resident Holder that is a corporation on the disposition or deemed disposition of a Share may be reduced by the amount of any dividends received or deemed to have been received by such Resident Holder on such shares, to the extent and under the circumstances described in the Canadian Tax Act. Similar rules may apply where a corporation is a member of a partnership or a beneficiary of a trust that owns Shares, directly or indirectly, through a partnership or trust. Resident Holders to whom these rules may be relevant should consult their own tax advisors.

Under the Capital Gain Proposals, the capital gains inclusion rate (i.e., the portion of any capital gain that is a taxable capital gain) and the capital loss deduction rate (i.e., the portion of any capital loss that is an allowable capital loss) will generally be increased from one-half to two-thirds for capital gains or capital losses generally realized on or after June 25, 2024. Under the Capital Gain Proposals, the two-thirds capital gains inclusion rate will only apply to a Holder that is an individual who generally realizes net capital gains above an annual $250,000 threshold (with such threshold not being pro-rated for 2024).

Under the Capital Gain Proposals, special rules will apply with respect to, generally, taxation years that begin before and end on or after June 25, 2024 (the “Transition Year”) due to two different inclusion rates applying for capital gains and capital losses realized in the period prior to June 25, 2024 (“Period 1”) and in the period on or after June 25, 2024 (“Period 2”).

Under the Capital Gain Proposals, two different inclusion and deduction rates would apply with respect to dispositions of capital property in Period 1 and Period 2 in the Transition Year. As a result, for the Transition Year, a Holder would be required to separately identify capital gains and capital losses realized in Period 1 and those realized in Period 2. Capital gains and capital losses from the same period would first be netted against each other. A net capital gain (or net capital loss) would arise if capital gains (or capital losses) from one period exceed capital losses (or capital gains) from that same period. A Holder would be subject to the higher inclusion and deduction rate of two-thirds in respect of its net capital gains (or net capital losses) arising in Period 2, to the extent that these net capital gains (or net capital losses) exceed any net capital losses (or net capital gains) incurred in Period 1. Conversely, a Holder would be subject to the lower inclusion and deduction rate of one-half in respect of its net capital gains (or net capital losses) arising in Period 1, to the extent that these net capital gains (or net capital losses) exceed any net capital losses (or net capital gains) incurred in Period 2.

The Capital Gain Proposals also contemplate adjustments of carried forward or carried back allowable capital losses to account for the changes in the relevant inclusion and deduction rates.

A Resident Holder that is throughout the relevant taxation year a “Canadian-controlled private corporation” (as defined in the Canadian Tax Act) may be liable to pay an additional tax (refundable in certain circumstances) on certain investment income, including taxable capital gains. Such Resident Holders should consult their own tax advisors.

Alternative Minimum Tax

Generally, a Resident Holder that is an individual (other than certain trusts) that receives or is deemed to have received taxable dividends on the Shares or realizes a capital gain on the disposition or deemed disposition of the Shares may be liable for alternative minimum tax under the Canadian Tax Act. Resident holders should consult their own tax advisors with respect to the application of alternative minimum tax.

Taxation of Non-Resident Holders

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

Dividends

Dividends paid or credited or deemed to be paid or credited to a Non-Resident Holder on the Shares will generally be subject to Canadian withholding tax at the rate of 25% on the gross amount of the dividend, unless such rate is reduced by the terms of an applicable income tax treaty or convention. Under the Treaty, the rate of withholding tax on dividends paid or credited to a Non-Resident Holder who is resident in the U.S. for purposes of the Treaty, is the beneficial owner of the dividends, and is fully entitled to benefits under the Treaty (a “U.S. Holder”) is generally reduced to 15% of the gross amount of the dividend. The rate of withholding tax is further reduced to 5% if the beneficial owner of such dividend is a U.S. Holder that is a company that owns, directly or indirectly, at least 10% of the voting stock of the Company. Non-Resident Holders should consult their own tax advisors regarding the application of the Treaty or any other tax treaty.

Disposition of Shares

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

If the Shares are not listed on a “designated stock exchange” for purposes of the Canadian Tax Act at the time of a disposition, the Shares generally will not constitute taxable Canadian property of a Non-Resident Holder at that time, unless at any time during the 60 month period immediately preceding the disposition more than 50% of the fair market value of such shares was derived, directly or indirectly, from any combination of real or immovable property situated in Canada, “Canadian resource property” (as defined in the Canadian Tax Act), “timber resource property” (as defined in the Canadian Tax Act), or options in respect of, interests in, or for civil law rights in such properties, whether or not such property exists. Notwithstanding the foregoing, the Shares may also be deemed to be taxable Canadian property to a Non-Resident Holder for purposes of the Canadian Tax Act in certain other circumstances.

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

Non-Resident Holders should consult their own tax advisors as to whether their Shares constitute “taxable Canadian property” in their own particular circumstances.

In the event that a Share constitutes taxable Canadian property of a Non-Resident Holder and any capital gain that would be realized on the disposition thereof is not exempt from tax under the Canadian Tax Act pursuant to an applicable income tax treaty or convention, the income tax consequences discussed above for Resident Holders under “Taxation of Resident Holders – Disposition of Shares” and “Capital Gains and Capital Losses” will generally apply to the Non-Resident Holder. Non-Resident Holders whose Shares are taxable Canadian property should consult their own tax advisors.

THE FOREGOING SUMMARY IS NOT INTENDED TO CONSTITUTE A COMPLETE DESCRIPTION OF ALL TAX CONSEQUENCES THAT MAY BE RELEVANT TO PARTICULAR HOLDERS OF SHARES AND IS NOT TAX OR LEGAL ADVICE. HOLDERS OF SHARES SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF ACQUIRING, HOLDING AND DISPOSING OF SHARES.

ERISA CONSIDERATIONS

Each respective member that is an employee benefit plan or trust (an “ERISA Plan”) within the meaning of, and subject to, the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), or an individual retirement account (“IRA”) or Keogh Plan subject to the Internal Revenue Code, should consider the matters described below in determining whether to invest in the Company.

In addition, ERISA Plan fiduciaries must give appropriate consideration to, among other things, the role that an investment in the Company plays in such ERISA Plan’s portfolio, taking into consideration (i) whether the investment is reasonably designed to further the ERISA Plan’s purposes, (ii) an examination of the risk and return factors, (iii) the portfolio’s composition with regard to diversification, (iv) the liquidity and current return of the total portfolio relative to the ERISA Plan’s objectives and (v) the limited right of members to withdraw all or any part of their capital accounts or to transfer their interests in the Company.

If the assets of the Company were regarded as “plan assets” of an ERISA Plan, an IRA, or a Keogh Plan, our Manager of the Company would be a “fiduciary” (as defined in ERISA) with respect to such plans and would be subject to the obligations and liabilities imposed on fiduciaries by ERISA. Moreover, other various requirements of ERISA would also be imposed on the Company. In particular, any rule restricting transactions with “parties in interest” and any rule prohibiting transactions involving conflicts of interest on the part of fiduciaries would be imposed on the Company which may result in a violation of ERISA unless the Company obtained an appropriate exemption from the Department of Labor allowing the Company to conduct its operations as described herein.

Regulations adopted by the Department of Labor (the “Plan Regulations”) provides that when a Plan invests in another entity, the Plan’s assets include both the equity interest and an undivided interest in each of the underlying assets of the entity, unless it is established that, among other exceptions, the equity participation in the entity by “benefit plan investors” is not “significant.” The Pension Protection Act of 2006 amended the definition of “benefit plan investors” to include only plans and plan asset entities (i.e., entities that are themselves deemed to hold plan assets by virtue of investments in them by plans) that are subject to part 4 of Title I of ERISA or section 4975 of the Internal Revenue Code. This new definition excludes governmental, church, and foreign benefit plans from consideration as benefit plan investors.

Under the Plan Regulations, participation by benefit plan investors is “significant” on any date if, immediately after the last acquisition, 25% or more of the value of any class of equity interests in the entity is held by benefit plan investors. The Company intends to limit the participation in the Company by benefit plan investors to the extent necessary so that participation by benefit plan investors will not be “significant” within the meaning of the Plan Regulations. Therefore, it is not expected that the Company assets will constitute “plan assets” of plans that acquire interests.

It is the current intent of the Company to limit the aggregate investment by benefit plan investors to less than 25% of the value of the members’ membership interests so that equity participation of benefit plan investors will not be considered “significant.” The Company reserves the right, however, to waive the 25% limitation.

ACCEPTANCE OF SUBSCRIPTIONS ON BEHALF OF INDIVIDUAL RETIREMENT ACCOUNTS OR OTHER EMPLOYEE BENEFIT PLANS IS IN NO RESPECT A REPRESENTATION BY OUR COMPANY OR ITS OFFICERS, DIRECTORS, OR ANY OTHER PARTY THAT THIS INVESTMENT MEETS ALL RELEVANT LEGAL REQUIREMENTS WITH RESPECT TO INVESTMENTS BY ANY PARTICULAR PLAN. THE PERSON WITH INVESTMENT DISCRETION SHOULD CONSULT WITH HIS OR HER ATTORNEY AND FINANCIAL ADVISERS AS TO THE PROPRIETY OF SUCH AN INVESTMENT IN LIGHT OF THE CIRCUMSTANCES OF THAT PARTICULAR PLAN AND CURRENT TAX LAW.

EXPERTS

Our financial statements for fiscal years ended September 30, 2022 and September 30, 2023 included in this offering circular have been audited by Crowe MacKay LLP and MNP LLP respectively, as stated in their reports appearing herein. Such financial statements have been so included in reliance upon the report of such firms given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC an offering statement on Form 1-A under the Securities Act with respect to the Shares offered by this Offering Circular. This Offering Circular does not contain all of the information included in the Offering Statement, portions of which are omitted as permitted by the rules and regulations of the SEC. For further information pertaining to us and the Shares to be sold in this offering, you should refer to the offering statement and its exhibits. Whenever we make reference in this offering circular to any of our contracts, agreements or other documents, the references are not necessarily complete, and you should refer to the exhibits attached to the offering statement for copies of the actual contract, agreement or other document filed as an exhibit to the offering statement or such other document, each such statement being qualified in all respects by such reference. Upon the qualification of this offering, we will be subject to the informational requirements of Tier 2 of Regulation A and will be required to file annual reports, semi-annual reports, current reports and other information with the SEC. We anticipate making these documents publicly available, free of charge, on our website as soon as reasonably practicable after filing such documents with the SEC.

You can read the Offering Statement and our future filings with the SEC over the Internet at the SEC’s website at www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facility at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities.

We will answer inquiries from potential investors concerning the Shares, the Company and other matters relating to the offer and sale of the Shares under this Offering Circular. We will afford the potential investors the opportunity to obtain any additional information to the extent we possess such information or can acquire such information without unreasonable effort or expense that is necessary to verify the information in this Offering Circular.

Requests and inquiries regarding this offering circular should be directed to:

Midori Group Inc.

# 5 Hazelton Ave. Suite 400

Toronto, Ontario Canada, M5R 2E1

289-242-5623

We will provide requested information to the extent that we possess such information or can acquire it without unreasonable effort or expense.

FINANCIAL STATEMENTS

INDEX OF FINANCIAL INFORMATION

Midori Group Inc.

Consolidated Financial Statements

For the Years ended September 30, 2023 and 2022

(Expressed in Canadian Dollars)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Midori Group Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statement of financial position of Midori Group Inc. (the “Company”) as at September 30, 2023, and the related consolidated statements of loss and other comprehensive loss, changes in shareholders’ equity, and cash flows for the year ended September 30, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at September 30, 2023, and the results of its consolidated operations and its consolidated cash flows for the year ended September 30, 2023, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Material Uncertainty Related to Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company incurred a net loss during the year ended September 30, 2023, and, as of that date, had an accumulated deficit, which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

Chartered Professional Accountants

Licensed Public Accountants

We have served as the Company’s auditor since 2024.

Mississauga, Canada

September 19, 2024

MNP LLP

Suite 900, 50 Burnhamthorpe Road W, Mississauga ON, L5B 3C2

Midori Group Inc.

Consolidated Statements of Financial Position

(Expressed in Canadian dollars)

The accompany notes are an integral part of these consolidated financial statements

Midori Group Inc.

Consolidated Statements of Loss and Comprehensive Loss

For the Years ended September 30, 2023 and 2022

(Expressed in Canadian dollars)

The accompany notes are an integral part of these consolidated financial statements

Midori Group Inc.

Consolidated Statements of Changes in Shareholders’ Equity

For the Years ended September 30, 2023 and 2022

(Expressed in Canadian dollars)

The accompany notes are an integral part of these consolidated financial statements