Form F-1 Bruush Oral Care Inc.

Neither
we nor the Selling Securityholders have authorized anyone to provide information different from or additional to that contained
in this prospectus, any amendment or supplement to this prospectus or in any free writing prospectus prepared by us or on our behalf.
The Selling Securityholders named in this prospectus may, from time to time, sell the securities
described in this prospectus in one or more offerings.  Neither we nor the Selling Securityholders take any responsibility
for, and can provide no assurance as to the reliability of, any information other than the information in this prospectus, any amendment
or supplement to this prospectus, and any free writing prospectus prepared by us or on our behalf. Neither the delivery of this prospectus
nor the sale of our securities in this offering means that information contained in this prospectus is correct after the date of this
prospectus. This prospectus is not an offer to sell or the solicitation of an offer to buy these shares in any circumstances under which
such offer or solicitation is unlawful.

We
present our financial statements in accordance with International Financial Reporting Standards, or IFRS, as issued by the International
Accounting Standards Board, or the IASB. None of the financial statements included herein were
prepared in accordance with generally accepted accounting principles in the United States, or US GAAP. IFRS differs from US GAAP in
certain material respects and thus may not be comparable to financial information presented by U.S. companies.

The
Selling Securityholders are offering to sell the
shares of Common Stock, and seeking offers to buy the shares of Common Stock, only in jurisdictions where offers and sales
are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery
of this prospectus or any sale of the securities.

For
investors outside of the United States: Neither we nor the Selling Securityholders have done anything that would permit this offering
or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United
States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions
relating to this offering and the distribution of this prospectus outside of the United States.

Throughout
this prospectus, unless otherwise designated
or the context requires otherwise, the terms “we”, “us”, the “Company”, and “our”
refer to Bruush Oral Care Inc. Unless the context requires otherwise, all references to our financial statements mean the financial
statements of our Company included herein.

We
are a company incorporated under the law of British Columbia, Canada. Some of our directors and officers, and some of the experts named
in this prospectus, are residents of Canada or
otherwise reside outside of the United States, and all or a substantial portion of their assets, and all or a substantial portion of
our assets, are located outside of the United States. We have appointed an agent for service of process in the United States, but it
may be difficult for shareholders who reside in the United States to effect service within the United States upon those directors, officers
and experts who are not residents of the United States. It may also be difficult for shareholders who reside in the United States to
realize in the United States upon judgments of courts of the United States predicated upon our civil liability and the civil liability
of our directors, officers and experts under the United States federal securities laws. There can be no assurance that U.S. investors
will be able to enforce against us, directors, officers or certain experts named herein who are residents of Canada or
other countries outside the United States, any judgments in civil and commercial matters, including judgments under the federal securities
laws.

We
discuss in this prospectus our business strategy, market opportunity, capital requirements, product introductions and development plans
and the adequacy of our funding. Other statements contained in this prospectus, which are not historical facts, are also forward-looking
statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,”
“could,” “should,” “expects,” “anticipates,” “intends,” “plans,”
“believes,” “seeks,” “estimates” or similar expressions
that predict or indicate future events or trends or that are not statements of historical matters.

Forward-looking
statements include, without limitation, our expectations concerning the outlook for our business, productivity, plans and goals for future
operational improvements and capital investments, operational performance, future market conditions or economic performance and developments
in the capital and credit markets and expected future financial performance, as well as any information concerning possible or assumed
future results of operations of the Company. 

We
caution investors against placing undue reliance on forward-looking statements presented in this prospectus, or that we may make
orally or in writing from time to time, which are based on the beliefs of, assumptions made by, and information currently available
to, us. These statements are based on assumptions, and the actual outcome will be affected by known and unknown risks, trends, uncertainties
and factors that are beyond our control or ability to predict. Although we believe that our assumptions are reasonable, they are not
a guarantee of future performance, and some will inevitably prove to be incorrect. As a result, our actual future results can be expected
to differ from our expectations, and those differences may be material. Accordingly, investors should use caution in relying on forward-looking
statements, which are based only on known results and trends at the time they are made, to anticipate future results or trends. Certain
risks are discussed in this prospectus and also from time to time in our other filings with the U.S. Securities and Exchange Commission
(“SEC”). For additional information regarding risk factors that could affect the Company’s projections, see “Risk
Factors” beginning on page 6 of this prospectus, and as may be included from time-to-time in our reports filed with the SEC which
will be accessible at www.sec.gov, and which you are advised to consult.

This
prospectus and all subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly
qualified in their entirety by the cautionary statements contained or referred to in this section. The forward-looking statements speak
only as of the time of such statements and we do not undertake or plan to update or revise such forward-looking statements as more information
becomes available or to reflect changes in expectations, assumptions or results, except as and to the extent required by applicable securities
laws. We can give no assurance that such expectations or forward-looking statements will prove to be correct. An occurrence of, or any
material adverse change in, one or more of the risk factors or risks and uncertainties referred to in this prospectus, could materially
and adversely affect our results of operations, financial condition, liquidity, and our future performance.

Industry
Data and Forecasts

This
prospectus contains data related to the oral healthcare products industry in Canada and the United States. This industry data includes
projections that are based on a number of assumptions which have been derived from industry and government sources which we believe to
be reasonable. The oral healthcare products industry may not grow at the rate projected by industry data, or at all. The failure of the
industry to grow as anticipated is likely to have a material adverse effect on our business and the market price of shares of our Common
Stock. In addition, the rapidly changing nature of the oral healthcare products industry and consumer preferences subjects any projections
or estimates relating to the growth prospects or future condition of our industries to significant uncertainties. Furthermore, if any
one or more of the assumptions underlying the industry data turns out to be incorrect, actual results may, and are likely to, differ
from the projections based on these assumptions.

Investing
in our securities involves a high degree of risk. You should consider carefully the risks and uncertainties described below, together
with all of the other information in this prospectus, including our financial statements and related notes included elsewhere in this
prospectus, before making an investment decision. If any of the following risks are realized, our business, financial condition, results
of operations and prospects could be materially and adversely affected. In that event, the trading price of our securities could decline,
and you could lose part or all of your investment.

Risks
Related to the Company’s Business

We
face competition from companies with longer operating histories, greater brand recognition and significantly greater financial, marketing
and other resources.

Our
business is rapidly evolving and intensely competitive and we have many competitors across the oral care space. Our competition with
respect to these offerings includes toothbrush and brush head manufacturers as well as ancillary product manufacturers. Our core toothbrush
product competes with new and established manufacturers, direct-to-consumer companies and white label in-house brands offered by some
large retail chains and department stores, some of which are sold at a lower price point than ours. We believe that our ability to compete
successfully depends upon many factors both within and beyond our control, including:

Some
of our current competitors have, and potential competitors may have, longer operating histories, greater brand recognition, larger fulfilment
infrastructures, faster and less costly shipping, greater resources and technical capabilities, significantly greater financial, marketing
and other resources and larger customer bases than we do. These factors may allow our competitors to derive greater revenues and profits
from their existing customer base, capture market share from us, acquire customers at lower costs or respond more quickly than we can
to new or emerging technologies and changes in consumer preferences or habits. These competitors may engage in more extensive research
and development efforts, undertake larger and more impactful marketing campaigns and adopt more aggressive pricing strategies, which
may allow them to build larger customer bases or generate revenues from their customer bases more effectively than we do.

We
must maintain and enhance our brand or we may not achieve our growth objectives.

Our
brand name and image are integral to the growth of our business and to the implementation of our strategies for expanding our business.
We believe that our brand image has significantly contributed to the success of our business and is critical to maintaining and expanding
our customer base. Maintaining and enhancing our brand may require us to make substantial investments in research and development, marketing
and building awareness, and these investments may not be successful.

We
anticipate that, as our business expands into new markets and new product categories, and as the industries in which we operate become
increasingly competitive, maintaining and enhancing our brand may become difficult and expensive. For example, consumers in any new international
markets into which we expand may not know our brand and/or may not accept our brand resulting in increased costs to market and attract
customers to our brand. Further, as we develop retail partnerships, it may be difficult for us to maintain control of our brand with
our retail partners, which may result in negative perceptions of our brand. Our brand may also be adversely affected if our public image
or reputation is tarnished by negative publicity, including negative social media campaigns or poor reviews of our products or customer
experiences. In addition, ineffective marketing, product diversion to unauthorized distribution channels, product defects, unfair labor
practices and failure to protect our intellectual property rights are some of the potential threats to the strength of our brand, and
those and other factors could rapidly and severely diminish consumer confidence in us. Failure to maintain the strength of our brand
could have a material adverse effect on our business, financial condition and results of operations.

Our
inability to successfully launch new products may adversely affect our business.

Launching
new products can involve a significant investment in advertising and public relations campaigns. There are also certain risks involved
in launching new products, including increased costs in the near term associated with the introduction of new product lines, development
delays, failure of new products to achieve anticipated levels of market acceptance, the possibility of increased competition with our
current products and unrecovered costs associated with failed product introductions.

Our
ability to design, develop and commercially launch new products depends on a number of factors, including, but not limited to, our ability
to design and implement solutions at an acceptable cost and quality, the availability of critical components from third parties and our
ability to successfully complete the development of products in a timely manner. There is no guarantee that we will be able to respond
to market demands. If we are unable to respond effectively to technological changes, or we fail to develop products in a timely and cost-effective
manner, our products may become obsolete, and we may be unable to recover our research and development expenses which could negatively
impact sales, profitability and the continued viability of our business.

Launching
new products or updating existing products may also leave us with inventory that we may not be able to sell, or we may be required to
sell at significantly discounted prices. Further, as we expand into new markets, we may not accurately predict consumer preferences in
that market, which could result in lower-than-expected sales. Additionally, launching new products requires substantial investments in
research and development. Investments in research and development are inherently speculative and require substantial capital and other
expenditures. Unforeseen obstacles and challenges that we encounter in the research and development process could result in delays or
the abandonment of plans to launch new products and may substantially increase development costs. If we are unable to maintain the high
product-quality standards expected by our customers when we launch new products, or if our competitors are able to produce higher quality
or more accessible products, our sales may be harmed. Should this occur, we may need to increase our investments in research and development
and manufacturing processes, lower our prices or take other measures to address any loss of sales, which could increase our expenses,
reduce our margins and/or negatively impact our brand and our ability to execute our overall pricing and promotion strategy. We may not
be successful in executing our growth strategy related to launching new products, and failure to successfully launch new products could
have a material adverse effect on our business, financial condition and results of operations.

We
are dependent on the effectiveness of our marketing programs.

We
are dependent on the effectiveness of our marketing programs and the efficiency of our related expenditures in generating consumer awareness
and sales of our products. We rely on a combination of paid and unpaid advertising and public relations efforts to market our products.

Our
paid marketing efforts include digital advertising, podcast and streaming media campaigns, influencer collaborations, public relations
initiatives, affiliate partnerships and special discount offers. These efforts are expensive and may not result in the cost-effective
acquisition of customers. We cannot ensure that the net profit from new customers we acquire will ultimately exceed the cost of acquiring
those customers. Moreover, we rely in part upon third parties, such as marketing agencies, social media influencers and product reviewers,
for both paid and unpaid services, and we are unable to fully control their efforts. We obtain a significant amount of traffic via search
engines and, therefore, rely on search engines such as Google. Search engines frequently update and change the logic that determines
the placement and display of results of a user’s search, such that the purchased or algorithmic placement of links to our site
can be negatively affected. Moreover, a search engine could, for competitive or other purposes, alter its algorithms or results in a
manner that negatively affects our paid or unpaid search ranking, and competitive dynamics could impact the effectiveness of search engine
marketing or search engine optimization. We also obtain a significant amount of traffic via social networking websites or other channels
used by current and prospective customers. As e-commerce and social networking continue to evolve rapidly, we must continue to establish
relationships with these channels and may be unable to develop or maintain these relationships on acceptable terms. If we are unable
to cost-effectively drive traffic to our sites, our ability to acquire new customers and our financial condition would suffer. In addition,
the number of third-party providers of consumer product reviews, consumer recommendations and referrals is growing across industries
and may influence consumers.

Moreover,
if any of the third parties on which we rely were to cease operations, temporarily or permanently, face financial distress or other business
disruption, we could suffer increased costs and delays in their ability to provide similar services until an equivalent service provider
could be found, or until we could develop replacement technology or operations, any of which could also have an adverse impact on our
business and financial performance. We continue to evolve our marketing strategies by adjusting our messages, the amount we spend on
advertising and where we spend it with no assurance that we will be successful in developing future effective messages or in achieving
efficiency in our marketing and advertising expenditures. Our marketing activities and the marketing activities of any third parties
on which we rely are subject to various types of regulations, including laws relating to the protection of personal information, consumer
protection and competition.

Product
liability claims could hurt our business.

We
may be required to pay for losses or injuries purportedly caused by our products or be subject to various product liability claims in
the future. Claims could be based on allegations that, among other things, our products contain contaminants, include inadequate instructions
or provide inadequate warnings concerning side effects or interactions with other products or substances. In addition, product liability
claims may result in negative publicity that may materially adversely affect our sales. Also, if one of our products is found to be defective,
we may be required to recall it, which may result in substantial expense and adverse publicity and materially adversely affect our sales.
Potential product liability claims may exceed the amount of our insurance coverage or potential product liability claims may be excluded
under the terms of our policy, which could adversely affect our financial condition. In addition, we may be required to pay higher premiums
and accept higher deductibles in order to secure adequate insurance coverage in the future.

Changing
consumer preferences may negatively impact our business.

The
market for electric toothbrushes as a retail category is still emerging and if it does not continue to grow, if it grows more slowly
than expected or if it does not achieve the growth potential we expect, our brand, business, financial condition or results of operations
could be adversely affected. The Company’s success depends on the ongoing need for and appeal of an electric toothbrush with subscription-based
brush head replacement program. Consumer preferences with respect to such personal items are continuously changing and are difficult
to predict. As a result of changing consumer preferences, many specialized toothbrushes are successfully marketed for a short period
of time, but then interest or demand or consumer requirements change. We cannot ensure that our electric toothbrush will achieve customer
acceptance or that it will continue to be popular with consumers for any significant period of time. We also cannot ensure that new products
will achieve an acceptable degree of market acceptance, or that if such acceptance is achieved, it will be maintained for any significant
period of time. Our success is dependent upon our ability to develop, introduce and gain customer acceptance and their willingness to
continue on a long-term basis to adapt their normal hygiene routine to using the Company’s electric toothbrush and to keep enticing
new customers to transition from a manual toothbrush to an electric toothbrush. The failure of our product to achieve and sustain market
acceptance could have a material adverse effect on our financial condition and results of operations.

We
have a limited operating history.

We
have a limited operating history with the current scale of our business, which makes it difficult to forecast our future results, particularly
with respect to our own and third-party retail channels, which we have only recently developed. You should not rely on our past annual
or quarterly results of operations as indicators of future performance. You should consider and evaluate our prospects in light of the
risks and uncertainty frequently encountered by companies like ours. We may experience fluctuations in our quarterly results of operations
due to seasonality and other factors, which could make sequential quarter to quarter comparison an unreliable indication of our performance.

Failure
to attract new customers and subscribers, or retain existing customers and subscribers, or failure to do either in a cost-effective manner
will harm our business.

Our
success depends, in part, on our ability to attract new customers and retain existing subscribers in a cost-effective manner. Although
we have historically experienced a high percentage of customers enroll in our brush head refill plan, where they are automatically charged
and shipped a three-pack of replacement brush heads every six months, our customers may choose not to do so in the future or we may encounter
difficulties during the technical processing of the renewal of credit card processing due to, for instance, the expiration or blocking
of the applicable credit card. We have made, and we expect that we will continue to make, significant investments in attracting and retaining
customers and subscribers through paid marketing efforts including digital advertising, podcast and streaming media campaigns, influencer
collaborations, public relations initiatives, affiliate partnerships and special discount offers. Marketing campaigns can be expensive
and may not result in the cost-effective acquisition or retention of customers and subscribers. Further, as our brand becomes more widely
known, future marketing campaigns may not attract new or retain customers and subscribers at the same rate as past campaigns. If we are
unable to attract new customers and subscribers, or retain existing customers and subscribers, our business will be harmed.

We
rely on social media and influencers.

We
use third-party social media platforms as marketing tools, among other things. For example, we deliver brand and direct response creative
throughout Facebook, Instagram, Google, YouTube, Tik Tok and Snapchat, as well as maintain our own Facebook, Instagram and Tik Tok accounts.
We also maintain relationships with social media influencers and engage in sponsorship initiatives. As existing e-commerce and social
media platforms continue to rapidly evolve and new platforms develop, we must continue to maintain a presence on these platforms and
establish presences on new or emerging popular social media platforms. If we are unable to cost-effectively use social media platforms
as marketing tools or if the social media platforms we use do not evolve quickly enough for us to fully optimize such platforms, our
ability to acquire new consumers and our financial condition may suffer. Furthermore, as laws and regulations rapidly evolve to govern
the use of these platforms and devices, the failure by us, our employees, our network of social media influencers, our sponsors or third
parties acting at our direction to abide by applicable laws and regulations in the use of these platforms and devices or otherwise could
subject us to regulatory investigations, class action lawsuits, liability, fines or other penalties and have a material adverse effect
on our business, financial condition and operating results.

Our
reliance on third-party contract manufacturers and inability to fully control them may harm our business.

Our
products are produced by third-party contract manufacturers. We face the risk that these third-party contract manufacturers may not produce
and deliver our products on a timely basis, or at all. These difficulties may include reductions in the availability of production capacity,
errors in complying with product specifications and customer requirements, insufficient quality control, sharing competitively sensitive
information with our competitors, failure to meet production deadlines, failure to achieve our product or packaging quality standards,
inability to access new or quality materials, shipping mistakes, increases in costs of materials and manufacturing or other business
interruptions. The ability of our manufacturers to effectively satisfy our production requirements could also be impacted by manufacturer
financial difficulty or damage to their operations caused by fire, terrorist attack, natural disaster or other events. The failure of
any manufacturer to perform to our expectations could result in supply shortages or delays for certain products and harm our business.
If we experience significantly increased demand, or if we need to replace an existing manufacturer due to lack of performance, we may
be unable to supplement or replace our manufacturing capacity on a timely basis or on terms that are acceptable to us, which may increase
our costs, reduce our margins or harm our ability to deliver our products on time. For certain of our products, it may take a significant
amount of time to identify and qualify a manufacturer that has the capability and resources to produce our products to our specifications
in sufficient volume and satisfy our service and quality control standards.

The
capacity of our manufacturers to produce our products is also dependent upon the availability of raw materials. Our manufacturers
may not be able to obtain sufficient supply of raw materials, which could result in delays in deliveries of our products by our
manufacturers or increased costs. Any shortage of raw materials or inability of a manufacturer to produce or ship our products in a
timely manner, or at all, could impair our ability to ship orders of our products in a cost-efficient, timely manner and could cause
us to miss the delivery requirements of our customers. As a result, we could experience cancellations of orders, refusals to accept
deliveries or reductions in our prices and margins, any of which could harm our financial performance, reputation and results of
operations. Moreover, third-party manufacturers of our products and components must comply with applicable regulatory requirements,
which may require significant resources and subject our manufacturers to potential regulatory inspections, stoppages or enforcement
actions. It is difficult for us to accurately and consistently monitor and control third-party manufacturer compliance with all
application laws, rules and regulations. Additionally, we currently have third-party manufacturing partners located in Canada and
China, where it is even more difficult for us to ensure compliance with all applicable domestic and foreign laws, rules and
regulations. Our reliance on third-party manufacturers and inability to fully control any operational difficulties with our
third-party manufacturers could have a material adverse effect on our business, financial condition and results of
operations.

We
have contracts with our manufacturers who may breach these agreements, and we may not be able to enforce our rights under these agreements
or may incur significant costs attempting to do so. As a result, we cannot predict with certainty our ability to obtain products in adequate
quantities, of required quality and at acceptable prices from our suppliers and manufacturers in the future. Any one of these risks could
harm our ability to deliver our products on time, or at all, damage our reputation and our relationships with our retail partners and
customers or increase our product costs thereby reducing our margins.

Also,
because most of our arrangements with our manufacturers are not exclusive, manufacturers could produce similar products for our competitors.
Even when we have exclusivity arrangements, those manufacturers could choose to breach our agreements and work with our competitors and
we may not become aware of such breaches or have remedies against the manufacturer for such breaches.

Manufacturing
risks, including risks related to manufacturing in China, may adversely affect our ability to manufacture our products and could reduce
our gross margin and our profitability.

We
rely on third party manufacturers in China to manufacture our products. As a result, our business is subject to risks associated with
doing business in China, including:

Economic
regulation, trade restrictions and increasing manufacturing costs in China could adversely impact our business and results of operations.

We
contract with manufacturing facilities in China. For many years, the Chinese economy has experienced periods of rapid growth. An increase
in the cost of labor or taxes on wages in China may lead to an increase in the cost of goods manufactured in China. Significant increases
in wages or wage taxes paid by contract manufacturing facilities may increase the cost of goods manufactured in China which could have
a material adverse effect on the Company’s profit margins and profitability. Additionally, government trade policies, including
the imposition of tariffs, export restrictions, sanctions or other retaliatory measures could limit our ability to source materials and
products from China at acceptable prices or at all. We do not currently have arrangements with contract manufacturers in other countries
that may be acceptable substitutes. We cannot predict what actions may ultimately be taken with respect to tariffs, export controls,
countermeasures or other trade measures between the U.S. and China or other countries and what products may be subject to such actions.
To the extent such actions inhibit our transactions with contract manufacturing facilities and suppliers in China, our business may be
materially adversely affected.

The
COVID-19 pandemic may negatively impact the manufacturing of our products by third-party manufacturers and the shipment of products to
our fulfilment center in the United States.

The
COVID-19 pandemic and the travel restrictions, quarantines and related public health measures and actions taken by governments and the
private sector have adversely affected global economies and financial markets. The extent to which it may continue to impact our future
results of operations and overall financial performance remains uncertain. The global macroeconomic effects of the pandemic may persist
for an indefinite period of time, even though the initial waves of the pandemic have subsided.

We
develop and manufacture products with third-party manufacturing partners located in China and Canada. The sourcing and purchase of raw
materials is managed by the Company’s third-party manufacturing partners. Although to date we have not experienced any material
interruptions or delays related to the manufacture of our products in China or Canada or moving our products from our manufacturers in
China and Canada to our third-party fulfilment and logistics partner in Salt Lake City, Utah, there can be no assurance that we will
not experience these impacts in the future. Such impacts if material and sustained would affect, among other things:

Our
failure or the failure of third-party service providers to protect our sites, networks and systems against security breaches, or otherwise
to protect our confidential information, could damage our reputation and brand and substantially harm our business and operating results.

We
collect, maintain, transmit and store data about our customers, employees, contractors, suppliers, vendors and others, including credit
card information and personally identifiable information, as well as other confidential and proprietary information. We also employ third-party
service providers that store, process and transmit certain proprietary, personal and confidential information on our behalf. We rely
on encryption and authentication technology licensed from third parties in an effort to securely transmit, encrypt, anonymize or pseudonymize
certain confidential and sensitive information, including credit card numbers. Advances in computer capabilities, new technological discoveries
or other developments may result in the whole or partial failure of this technology to protect transaction and personal data or other
confidential and sensitive information from being breached or compromised.

Our
security measures, and those of our third-party service providers, may not detect or prevent all attempts to hack our systems, denial-of-service
attacks, viruses, malicious software, break-ins, phishing attacks, ransom-ware, social engineering, security breaches or other attacks
and similar disruptions that may jeopardize the security of information stored in or transmitted by our sites, networks and systems,
or that we or our third-party service providers otherwise maintain, including payment card systems and human resources management platforms.
We and our service providers may not anticipate, discover or prevent all types of attacks until after they have already been launched,
and techniques used to obtain unauthorized access to or sabotage systems change frequently and may not be known until launched against
us or our third-party service providers. In addition, security breaches can also occur as a result of non-technical issues, including
intentional or inadvertent breaches by our employees or by persons with whom we have commercial relationships.

Breaches
of our security measures or those of our third-party service providers or cyber security incidents could result in: (i) unauthorized
access to our sites, networks and systems; (ii) unauthorized access to and misappropriation of personal information, including consumers’
and employees’ personally identifiable information, or other confidential or proprietary information of ourselves or third parties;
(iii) limited or terminated access to certain payment methods or fines or higher transaction fees to use such methods; (iv) viruses,
worms, spyware or other malware being served from our sites, networks or systems; (v) deletion or modification of content or the display
of unauthorized content on our sites; (vi) interruption, disruption or malfunction of operations; (vii) costs relating to breach remediation,
deployment or training of additional personnel and protection technologies, responses to governmental investigations and media inquiries
and coverage; (vii) engagement of third-party experts and consultants; or (vii) litigation, regulatory action and other potential liabilities.
If any of these breaches of security occur: (i) our reputation and brand could be damaged; (ii) our business may suffer; (iii) we could
be required to expend significant capital and other resources to alleviate problems caused by such breaches; or (iv) we could be exposed
to a risk of loss, litigation or regulatory action and possible liability. In addition, any party who is able to illicitly obtain a customer’s
password could access that customer’s transaction data or personal information. Any compromise or breach of our security measures,
or those of our third-party service providers, could violate applicable privacy, data security and other laws, and cause significant
legal and financial exposure, adverse publicity and a loss of confidence in our security measures, which could have a material adverse
effect on our business, financial condition and operating results. We may need to devote significant resources to protect against security
breaches or to address problems caused by breaches, diverting resources from the growth and expansion of our business.

Global
economy risk may negatively impact our business operations and our ability to raise capital.

The
volatility of global capital markets over the past several years has generally made the raising of capital by equity or debt financing
more difficult. We may be dependent upon capital markets to raise additional financing in the future. As such, the Company is subject
to liquidity risks in meeting its operating expenditure requirements and future cost requirements in instances where adequate cash positions
are unable to be maintained or appropriate financing is unavailable. These factors may impact our ability to raise equity or obtain loans
and other credit facilities in the future and on favorable terms. If these levels of volatility persist or if there is a further economic
slowdown, our operations, our ability to raise capital and the trading price of our Company’s securities could be adversely impacted.

Our
success depends on management and key personnel.

Our
success is currently largely dependent on the performance of our directors and officers, specifically our founder and CEO, Aneil
Manhas. The loss of the services of any of these persons could have a materially adverse effect on our business and prospects. There
is no assurance we can retain the services of our directors, officers or other qualified personnel required to operate our business.
As our business activity grows, we will require additional key financial, operations, and marketing personnel as well as additional
administrative staff. There can be no assurance that these efforts will be successful in attracting, training and retaining
qualified personnel as competition for persons with these skill sets increase. If we are not successful in attracting, training and
retaining qualified personnel, the efficiency of our operations could be impaired, which could have an adverse impact on our
operations and financial condition.

Matthew
Kavanagh was the Company’s as Chief Financial Officer from February 2022 until October 2022. Mr. Kavanagh’s resignation did
not result from any dispute or disagreement with our Company regarding our practices, policies, or otherwise. For more information, see
“Management.”

Claims
and legal proceedings may harm our business and divert the attention of management.

From
time to time in the ordinary course of our business, or otherwise, the Company and/or its directors and officers may be subject to a
variety of civil or other legal proceedings, with or without merit including commercial, employment and other litigation and claims,
as well as governmental and other regulatory investigations and proceedings. Such matters can be time-consuming, divert management’s
attention and resources and cause the Company to incur significant expenses. Furthermore, because litigation is inherently unpredictable,
the results of any such actions may have a material adverse effect on the Company’s business, operating results or financial condition.

We
may be subject to intellectual property claims that create uncertainty about ownership or use of technology essential to our business
and divert our managerial and other resources.

Our
success depends, in part, on our ability to operate without infringing the intellectual property rights of others. Third parties may,
in the future, claim our current or future products, trademarks, technologies, business methods or processes infringe their intellectual
property rights or challenge the validity of our intellectual property rights. We may be subject to patent infringement claims or other
intellectual property infringement claims that would be costly to defend and could limit our ability to use certain critical technologies
or business methods. We may also become subject to interference proceedings conducted in the patent and trademark offices of various
countries to determine the priority of inventions.

The
defense and prosecution, if necessary, of intellectual property suits, interference proceedings and related legal and administrative
proceedings can become very costly and may divert our technical and management personnel from their normal responsibilities. We may not
prevail in any of these suits or proceedings. An adverse determination of any litigation or defense proceedings could require us to pay
substantial compensatory and exemplary damages, could restrain us from using critical technologies, business methods or processes, and
could result in us losing or not gaining valuable intellectual property rights.

Furthermore,
due to the voluminous amount of discovery frequently conducted in connection with intellectual property litigation, some of our confidential
information could be disclosed to competitors during this type of litigation. In addition, public announcements of the results of hearings,
motions or other interim proceedings or developments in the litigation could be perceived negatively by investors and thus have an adverse
effect on the trading price of our Common Stock.

Complying
with requirements related to being a reporting company may be difficult, costly, divert the attention of management and harm our business.

We
are subject to reporting requirements under applicable securities law, the listing requirements of Nasdaq and other applicable securities
rules and regulations. Compliance with these requirements will increase legal and financial compliance costs, make some activities more
difficult, time consuming or costly and increase demand on existing systems and resources. Among other things, the Company is required
to file annual and current reports with respect to its business and results of operations and maintain effective disclosure controls
and procedures and internal controls over financial reporting. In order to maintain and, if required, improve disclosure controls and
procedures and internal controls over financial reporting to meet this standard, significant resources and management oversight may be
required. As a result, management’s attention may be diverted from other business concerns, which could harm the Company’s
business and results of operations. The Company may need to hire additional employees to comply with these requirements in the future,
which would increase its costs and expenses.

Management
of the Company expects that being a reporting issuer will make it more expensive to obtain and maintain directors’ and officers’
liability insurance, and the Company may in the future be required to accept reduced coverage or incur substantially higher costs to
obtain or maintain adequate coverage. This factor could also make it more difficult for the Company to retain qualified directors and
executive officers.

Compliance
with new and changing corporate governance and public disclosure requirements adds uncertainty to our compliance policies and increases
our costs of compliance.

Changing
laws, regulations and standards relating to accounting, corporate governance and public disclosure, including the Sarbanes-Oxley Act
of 2002, new SEC regulations, rules of the Nasdaq Stock Market, are creating uncertainty for companies like ours and adding complexity
to our corporate compliance regime. These new or changed laws, regulations and standards may lack specificity and are subject to varying
interpretations. Their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This
could result in continuing uncertainty regarding compliance matters and higher costs of compliance as a result of ongoing revisions to
such governance standards. We are committed to maintaining high standards of corporate governance and public disclosure, and our efforts
to comply with evolving laws, regulations and standards in this regard have resulted in, and are likely to continue to result in, increased
general and administrative expenses and significant management time and attention. In addition, the new laws, regulations and standards
regarding corporate governance may make it more difficult for us to obtain or maintain directors’ and officers’ liability
insurance. Further, our board members, chief executive officer and chief financial officer could face an increased risk of personal liability
in connection with the performance of their duties. As a result, we may face difficulties attracting and retaining qualified board members
and executive officers, which could harm our business. In certain instances, compliance requirements under certain rules of the Nasdaq
Stock Market are more onerous than those under the Sarbanes-Oxley Act of 2002. For example, our board of directors is required to state
that they have established internal financial controls to be followed by the Company and that such internal financial controls are adequate
and were operating effectively.

If
we fail to or are unable to implement and maintain effective internal controls over financial reporting, the accuracy and timeliness
of our financial reporting may be adversely affected.

We
are subject to reporting obligations under U.S. securities laws. The SEC, as required under Section 404 of the Sarbanes-Oxley Act of
2002, has adopted rules requiring every public company to include a report of management on the effectiveness of such company’s
internal control over financial reporting in its annual report. In addition, an independent registered public accounting firm must issue
an attestation report on the effectiveness of the Company’s internal control over financial reporting.

We
recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving
their objectives and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls
and procedures. If we fail to maintain effective internal control over financial reporting in the future, we and our independent registered
public accounting firm may not be able to conclude that we have effective internal control over financial reporting at a reasonable assurance
level. This could in turn result in the loss of investor confidence in the reliability of our financial statements. Furthermore, we have
incurred and anticipate that we will continue to incur considerable costs and use significant management time and other resources in
an effort to comply with Section 404 and other requirements of the Sarbanes-Oxley Act. If we are not able to continue to meet the requirements
of Section 404 in a timely manner or with adequate compliance, we might be subject to sanctions or investigation by the SEC, the Nasdaq
or other regulatory authorities. Any such action could adversely affect the accuracy and timeliness of our financial reporting.

We
are an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure
requirements available to emerging growth companies, this could make it more difficult to compare our performance with other public companies.

We
are an “emerging growth company” as defined in Section 2(a) of the Securities Act, and we may take advantage of certain exemptions
from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including,
but not limited to, not being required to comply with the auditor internal controls attestation requirements of Section 404 of the Sarbanes-Oxley
Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from
the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments
not previously approved. In addition, an emerging growth company may take advantage of an extended transition period for complying with
new or revised accounting standards applicable to public companies. We currently prepare our financial statements in accordance with
IFRS as issued by the IASB, so we are unable to make use of the extended transition period. However, in the event that we convert to
US GAAP (which we do not currently intend to do) while we remain an emerging growth company, we have irrevocably elected to opt out of
such extended transition period.

As
a result, our shareholders may not have access to certain information they may deem important. We may take advantage of these provisions
for up to five years or such earlier time that we are no longer an emerging growth company. We will cease to be an emerging growth company
upon the earliest of the following: (i) the last day of the first fiscal year in which our annual revenues were at least $1.07 billion;
(ii) the last day of the fiscal year following the fifth anniversary of this offering; (iii) the date on which we have issued more than
$1.0 billion of non-convertible debt securities over a three-year period; or (iv) the last day of the fiscal year during which we meet
the following conditions: (i) the worldwide market value of our common equity securities held by non-affiliates as of our most recently
completed second fiscal quarter is at least $700 million; (ii) we have been subject to U.S. public company reporting requirements for
at least 12 months; or (iii) we have filed at least one annual report as a U.S. public company.

If
some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities
may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our
securities may be more volatile.

Emerging
growth companies are exempt from being required to comply with new or revised financial accounting standards until private companies
(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. An emerging growth company can
elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any
such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a
standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company,
can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our
financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has
opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards
used.

Additionally,
we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take
advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
We will remain a smaller reporting company until the last day of any fiscal year for so long as either: (i) the market value of our shares
of Common Stock held by non-affiliates does not equal or exceed $250 million as of the prior June 30^th; or (ii) our annual
revenues did not equal or exceed $100 million during such completed fiscal year. To the extent we take advantage of such reduced disclosure
obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

We
may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.

We
are a foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and current reporting
requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last business day of an
issuer’s most recently completed second fiscal quarter. We would lose our foreign private issuer status if, for example, more than
50% of Common Stock is directly or indirectly held by residents of the United States on the date of determination, and we fail to meet
additional requirements necessary to maintain our foreign private issuer status. If we lose our foreign private issuer status on such
date, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms beginning at
the end of the first fiscal year ending after such date, which are more detailed and extensive than the forms available to a foreign
private issuer. We will also have to comply with U.S. federal proxy requirements and our officers, directors and principal shareholders
will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will
lose our ability to rely upon exemptions from certain corporate governance requirements under the Nasdaq listing rules. As a U.S. listed
public company that is not a foreign private issuer, we will incur significant additional legal, accounting and other expenses that we
do not incur as a foreign private issuer, and accounting, reporting and other expenses in order to maintain a listing on a U.S. securities
exchange. These expenses will relate to, among other things, the obligation to reconcile our financial information that is reported according
to IFRS to U.S. GAAP and to report future results according to U.S. GAAP.

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.

We
are a corporation incorporated under the laws of British Columbia with our principal place of business in Vancouver, 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: (i) 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 (ii) 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.

Risks
Related to the Company’s Securities

Because
of the speculative nature of investment risk, you may lose your entire investment.

An
investment in the Company’s securities carries a high degree of risk and should be considered as a speculative investment. The
Company has no history of earnings, limited cash reserves, a limited operating history, has not paid dividends and is highly unlikely
to pay dividends in the immediate or near future. The likelihood of success of the Company must be considered in light of the problems,
expenses, difficulties, complications and delays frequently encountered in connection with the establishment of any business. An investment
in the Company’s securities may result in the loss of an investor’s entire investment. Only potential investors who are experienced
in high-risk investments and who can afford to lose their entire investment should consider an investment in the Company.

Our
auditor has expressed substantial doubt about our ability to continue as a going concern. We may be unable to obtain additional capital
on favorable terms.

As
a result of recurring net losses and limited cash reserves, our independent auditor has included a going concern paragraph to its report
on our financial statements for the fiscal years ended October 31, 2021, and January 31, 2021 due to the substantial doubt that exists
in our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to raise additional
capital and to achieve sustainable revenues and profitable operations. Since inception, we have raised funds primarily through the sale
of equity securities and the issuance of debt. We will need and are currently seeking additional funds to operate our business and the
recent volatility of global capital markets has made the raising of capital by equity and debt financing more difficult. No assurance
can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to us. Even
if we are able to obtain additional financing, it may contain undue restrictions on our operations or cause substantial dilution for
our stockholders. If we are unable to obtain additional funds, our ability to carry out and implement our planned business objectives
and strategies will be significantly delayed, limited or may not occur. We cannot guarantee that we will become profitable. Even if we
achieve profitability, given the competitive and evolving nature of the industry in which we operate, we may not be able to sustain or
increase profitability and our failure to do so would adversely affect our business, including our ability to raise additional funds.

Securities
or industry analysts may not regularly publish reports on us which could cause the price of our securities or trading volumes to decline.

The
trading market for our securities could be influenced by research and reports that industry and/or securities analysts may publish us,
our business, the market or our competitors. We do not have any control over these analysts and cannot assure that such analysts will
cover us or provide favorable coverage. If any of the analysts who may cover our business change their recommendation regarding our securities
adversely, or provide more favorable relative recommendations about our competitors, the price of our securities would likely decline.
If any analysts who may cover our business were to cease coverage or fail to regularly publish reports on us, we could lose visibility
in the financial markets, which in turn could cause the price of our securities or trading volumes to decline.

Our
publicly traded securities may experience price volatility.

The
Company’s securities do not currently trade on any exchange or stock market and the Company has applied to list the Company’s
securities on Nasdaq. Health and wellness companies have experienced substantial volatility in the past, often based on factors unrelated
to the companies’ financial performance or prospects. These factors include macroeconomic developments in North America and globally
and market perceptions of the attractiveness of particular industries.

Other
factors unrelated to our performance that may affect the price of the Company’s securities include the following: (i) the extent
of analytical coverage available to investors concerning our business may be limited if investment banks with research capabilities do
not follow the Company; (ii) lessening in trading volume and general market interest in the Company’s securities may affect an
investor’s ability to trade significant numbers of the Company’s securities; (iii) the size of our public float may limit
the ability of some institutions to invest in the Company’s securities; and (iv) a substantial decline in the price of the Company’s
securities that persists for a significant period of time could cause the Company’s securities, if listed on an exchange, to be
delisted from such exchange further reducing market liquidity. As a result of any of these factors, the market price of the Company’s
securities at any given point in time may not accurately reflect our long-term value. Class action litigation often has been brought
against companies following periods of volatility in the market price of their securities. We may in the future be the target of similar
litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.

The
fact that no market currently exists for the Company’s securities may affect the pricing of the Company’s securities in the
secondary market, the transparency and availability of trading prices and the liquidity of the Company’s securities. The market
price of the Company’s securities is affected by many other variables which are not directly related to our success and are therefore
not within our control. These include other developments that affect the market for all health and wellness sector securities, the breadth
of the public market for our Company’s securities and the attractiveness of alternative investments. The effect of these and other
factors on the market price of the Company’s securities is expected to make the price of the Company’s securities volatile
in the future, which may result in losses to investors.

Our
investors may experience dilution upon investment in our securities.

Sales
or issuances of equity securities could decrease the value of the Company’s securities, dilute shareholders’ voting power
and reduce future potential earnings per share. We may sell additional equity securities in subsequent offerings (including through the
sale of securities convertible into Common Stock) and may issue additional equity securities to finance our operations, acquisitions
or other business projects. We cannot predict the size of future sales and issuances of equity securities or the effect, if any, that
future sales and issuances of equity securities will have on the market price of the Common Stock. Sales or issuances of a substantial
number of equity securities, or the perception that such sales could occur, may adversely affect prevailing market prices for the Company’s
securities. With any additional sale or issuance of equity securities, including sales or issuances of equity securities in connection
with this offering, investors will suffer dilution of their voting power and may experience dilution in our earnings per share. Moreover,
to the extent outstanding options or warrants are exercised, you will incur further dilution.

We
have not and do not intend to declare or pay any dividends with respect to our Common Stock.

To
date, the Company has not paid any dividends on its outstanding shares of Common Stock. Any decision to pay dividends on the shares of
common stock of the Company will be made by the board of directors on the basis of the Company’s earnings, financial requirements
and other conditions. See “Dividend Policy”.

There
is no assurance that the price of the shares of Common Stock will exceed the exercise price of the Warrants and the Warrants may therefore
become worthless upon expiration.

The Warrants are exercisable for shares of Common
Stock. The Warrants issued in this offering will be immediately exercisable and expire five years from issuance. The Common Warrants
will have an initial exercise price equal to $0.60 per share and the Pre-Funded Warrants will have an initial exercise price equal
to $0.001 per share. If the price per share of our Common Stock does not exceed the exercise price of the Warrants during
the period when the Warrants are exercisable, the Warrants may become worthless on expiration.

Since
the Warrants are executory contracts, they may have no value in a bankruptcy or reorganization proceeding.

In
the event a bankruptcy or reorganization proceeding is commenced by or against us, a bankruptcy court may hold that any unexercised Warrants
are executory contracts that are subject to rejection by us with the approval of the bankruptcy court. As a result, holders of the Warrants
may, even if we have sufficient funds, not be entitled to receive any consideration for their Warrants or may receive an amount less
than they would be entitled to if they had exercised their Warrants prior to the commencement of any such bankruptcy or reorganization
proceeding.

The
following table sets forth our cash and capitalization, as of July 31, 2022.

You
should read the following table in conjunction with “Use of Proceeds”, “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” and our financial statements and related notes included elsewhere in this prospectus.

The
Warrants are classified as financial liabilities in the chart above and are included in the warrant derivative line on the Company’s
financial statements.

Since
inception, we have not declared or paid any dividends on our Common Stock. We do not have any current plans to pay any such dividends
in the foreseeable future. We intend to retain most, if not all, of our available funds and any future earnings to operate and expand
our business. Because we do not anticipate paying any cash dividends on shares of Common Stock in the foreseeable future, capital appreciation,
if any, will be your sole source of gains and you may never receive a return on your investment.

The
determination to pay dividends will be made at the discretion of our board of directors and may be based on a number of factors, including
our future operations and earnings, capital requirements and surplus, general financial condition, contractual and legal restrictions
and other factors that the board of directors may deem relevant.

The
Company will not receive any proceeds from the sale
of shares of Common Stock by the Selling Securityholders. All proceeds from the sale of such shares will
be paid directly to the Selling Securityholders.