As filed with the United States Securitiesand Exchange Commission on December 5, 2025

(Address of principal executive offices, includingzip code, and telephone number, including area code)

(Name, address, including zip code, and telephonenumber, including area code, of agent of service)

Approximatedate of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomeseffective.

Ifany of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415under the Securities Act of 1933, check the following box. x

Ifthis Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statementfor the same offering. ¨

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the followingbox and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the followingbox and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrantis an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Ifan emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registranthas elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuantto Section 7(a)(2)(B) of the Securities Act. ¨

The registrant hereby amends this RegistrationStatement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment whichspecifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of theSecurities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission,acting pursuant to said Section 8(a), may determine.

The information contained in thispreliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed withthe United States Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities,and it is not soliciting an offer to buy these securities, in any state where the offer or sale is not permitted.

We are offering on a firm-commitment underwrittenbasis of up to 7,407,407 of our common shares, without par value per share of Vision Marine Technologies Inc. (the “Company”, “we”, “our”, “us”), at an assumed offering price of $1.08 per common share, which is the reportedsale price of our common shares, as reported on the Nasdaq Capital Market on December 1, 2025. For further information about thesecurities offered herein, see “Description of Securities We Are Offering”.

We are also offering to each purchaser of commonshares that would otherwise result in the purchaser’s beneficial ownership exceeding 4.99% of our outstanding common shares immediatelyfollowing the consummation of this offering the opportunity to purchase up to 7,407,407 pre-funded warrants in lieu of common shares.A holder of pre-funded warrants will not have the right to exercise any portion of its pre-funded warrants if the holder, together withits affiliates, would beneficially own in excess of 4.99% (or, at the election of the holder, such limit may be increased to up to 9.99%)of the number of common shares outstanding immediately after giving effect to such exercise. Each pre-funded warrant will be exercisablefor one common share. The purchase price of each pre-funded warrant will be equal to the price per common share, minus C$0.001, and theremaining exercise price of each pre-funded warrant will equal C$0.001 per common share. The pre-funded warrants will be immediately exercisable(subject to the beneficial ownership cap) and may be exercised at any time until all of the pre-funded warrants are exercised in full.For each pre-funded warrant we sell (without regard to any limitation on exercise set forth therein), the number of common shares we areoffering will be decreased on a one-for-one basis. We are also registering the common shares issuable from time to time upon the exerciseof the pre-funded warrants offered hereby. We refer to the common shares and pre-funded warrants offered hereby as the offered securities.

The offering price for the offered securitieswill be determined at the time of pricing and may be at a discount to the current market price or to the assumed price set forth above.The assumed offering price used throughout this prospectus may not be indicative of the final offering price. The final public offeringprice will be determined through negotiation between us and the underwriter based upon a number of factors, including our history andour prospects, the industry in which we operate, our past and present operating results, the previous experience of our executive officersand the general condition of the securities markets at the time of this offering. Therefore, the assumed public offering price used throughthis prospectus may not be indicative of the final offering price.

Our common shares are currently traded on theNasdaq Capital Market, or Nasdaq, under the symbol “VMAR.” On December 1, 2025, the last reported sale price of our commonshares on Nasdaq was $1.08. As of December 1, 2025, there were 5,008,735 common shares issued and outstanding.

We are an “emerging growth company”under the federal securities laws and have elected to comply with certain reduced public company reporting requirements.

Investing in the offered securities involvesa high degree of risk. You should carefully consider the matters described under the caption “Risk Factors” beginning on page20 as well as the other information contained in this prospectus before making a decision to invest in our securities.

Neither the United States Securities and ExchangeCommission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthfulor complete. Any representation to the contrary is a criminal offense.

⁽¹⁾Underwritingdiscounts and commissions do not include a non-accountable expense allowance equal to 1% of the public offering price payable to the underwriter.See "Underwriting" for a description of compensation payable to the underwriter.

We have granted a 45-day option to the underwriterto purchase up to an additional common shares and/or pre-funded warrants,representing 15% of the common shares and pre-funded warrants initially offered hereby, solely to cover over-allotments, if any.

The underwriter expects to deliver the securitiesto the investors on or about , 2025.

You should rely only on the information containedin this prospectus, inclusive of any documents incorporated by reference herein, any amendment or supplement to this prospectus or anyfree writing prospectus prepared by, or on, our behalf. Neither we nor the underwriter have authorized any other person to provide youwith different or additional information. Neither we nor the underwriter take responsibility for, nor can we provide assurance as to thereliability of, any other information that others may provide. This prospectus is not an offer to sell these securities in any jurisdictionwhere the offer or sale is not permitted. The information contained in this prospectus or incorporated by reference herein is accurateonly as of the date of this prospectus or such other date stated in this prospectus, and our business, financial condition, results ofoperations and/or prospects may have changed since those dates.

To the extent this prospectus contains summariesof the documents referred to herein, you are directed to the actual documents for complete information. All of the summaries are qualifiedin their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed, or willbe incorporated by reference as exhibits to the registration statement of which this prospectus forms a part, and you may obtain copiesof such documents as described below in the section titled “Where You Can Find Additional Information.”

Except as otherwise set forth in this prospectus,neither we nor the underwriter have taken any action to permit an offering of these securities outside the United States or to permitthe possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possessionof this prospectus must inform themselves about and observe any restrictions relating to the offering of these securities and the distributionof this prospectus outside the United States.

Unless the context otherwise requires, in thisprospectus, the term(s) “we”, “us”, “our”, “Company”, “our company”,and “our business” refer to Vision Marine Technologies Inc. and its consolidated subsidiaries, and “common shares”refer to our “Voting Common Shares – Series Investor 1” common shares, with no par value. For more informationrelated to our authorized share capital please see “Articles of Incorporation of Our Company”.

Except as otherwise indicated, all informationin this prospectus assumes (i) no exercise of the representative’s warrants, (ii) any pre-funded warrants sold in thisoffering are immediately exercised without violating any beneficial ownership restrictions therein and (iii) no exercise of the over-allotmentoption.

All per share amounts in this prospectus (exceptwhere otherwise indicated) account for (i) a 1:15 reverse stock split of our common shares that occurred on August 22, 2024,(ii) a 1:9 reverse stock split of our common shares that occurred on October 8, 2024 and (iii) a 1:10 reverse stock splitof our common shares that occurred on March 31, 2025. Any share and per share amounts incorporated by reference into this prospectusfrom documents that we have previously fielded with the SEC might not account for such reverse stock splits.

All references to “$” or “dollars”,are expressed in United States dollars unless otherwise indicated.

All reference to “Canadian dollars”, “CAD”, or to “C$” are to Canadian dollars.

All amounts converted from or into US$ or $ inthis prospectus have been converted using an exchange rate of $US1.00:$1.3949 (the US$ to CAD exchangerate on December 3, 2025 as reported by the Bank of Canada) except (i) US$ and$ amounts included in our historical financial statements (or amounts in the prospectus derived from such financial statements) and (ii) asotherwise stated herein.

PROSPECTUS SUMMARY

The following summary highlights, and shouldbe read in conjunction with, the more detailed information contained elsewhere in this prospectus and incorporated herein by reference.You should read carefully the entire document and the documents incorporated herein by reference, including our historical financial statementsand related notes incorporated by reference herein and the historical financial statements of Nautical Ventures Group Inc. (“NauticalVentures”) and related notes incorporated by reference herein, to understand our business, the offered securities and the otherconsiderations that are important to your investment decision. You should pay special attention to the “Risk Factors” sectionbeginning on page 20.

We were incorporated pursuant to the BusinessCorporations Act (Quebec) on August 27, 2012. Until June 23, 2025, our principal activity was the design, development and manufacturingof electric outboard powertrain systems and power boats and the renting of electric boats. On June 23, 2025, we acquired NauticalVentures and with locations in Florida for the sale of boats, parts and accessories and the provision of related services.

Business Overview

Vision Marine Technologies, Inc. is a marine technologycompany focused on developing and commercializing electric propulsion solutions and related products for the recreational boating market.Our core technology is the E-Motion™ high-voltage electric outboard powertrain platform, which includes our flagship 180 HP E-Motion180E system. The E-Motion platform is designed to deliver continuous high horsepower, enhanced reliability, and a zero-emission boatingexperience through a purpose-built marine-grade motor, multisensor control architecture, dedicated cooling systems, and onboard chargingcapability through standard shore power. We also design and manufacture electric boats integrated with our propulsion systems and havehistorically offered electric boat rentals at select locations.

In June 2025, we expanded our business beyondmanufacturing and technology development through the acquisition of Nautical Ventures, a leading Florida-based multi-brand boat dealershipgroup. Nautical Ventures operates eight retail and service locations offering new and used recreational boats, parts, accessories, repairs,and maintenance services. Its product mix includes both electric and internal-combustion engine (“ICE”) boats, positioningthe business as a comprehensive provider of marine products to consumers and commercial customers. As disclosed in our filings, the acquisitionmaterially broadened our revenue base and improved margin profile, with Nautical Ventures contributing significant sales volume shortlyafter closing.

As a result, we now operate through two complementarybusiness segments: (i) electric propulsion and boat manufacturing, including ongoing development and commercialization of our E-Motion™systems and electric boat models; and (ii) retail sales and services through Nautical Ventures, which provides a scaled distribution platformand recurring service revenue. This integrated model enhances our market reach, strengthens operational synergies between technology andretail, and positions the Company to promote the adoption of electric propulsion while benefiting from a diversified revenue mix withinthe broader recreational marine industry.

Nautical Ventures’Operations

In June 2025, we acquired Nautical Ventureswhich sells boats, parts and accessories and offers services related to recreational boating. Nautical Ventures has eight locations inFlorida, consisting of four dealerships, a marina, a yacht tender service and a kayak rental. Despite the acquisition of Nautical Ventureshaving occurred in the past two and one-half months of our fiscal 2025, revenue from Nautical Ventures represented approximately 92.8%of our total revenue for our 2025 fiscal year. These operations represented approximately 65.2% of our total assets on August 31, 2025.

The bulk of Nautical Ventures revenues for theyear ended December 31, 2024 and the three months ended March 31, 2025 (approximately 89% and 90%, respectively) was derivedfrom the sale of boats from third-party manufacturers, the majority of which were manufactured by Axopar Boats Oy (“Axopar”).The remainder of Nautical Ventures revenues for those periods was primarily derived from the sale of boat parts and “water toys”(such as kayaks, stand-up paddleboards, and electric personal watercraft), the provision of services and dockage fees.

Certain real estate used by Nautical Venturesdealership locations is held by entities controlled by the previous owner, and in connection with the acquisition, we obtained the rightto either acquire the real estate or receive the net proceeds from a sale, resulting in a recorded proceeds receivable of approximately$10.4 million as of June 20, 2025. Following the sale of the two North Palm Beach properties, this receivable was reduced to approximately$6.6 million upon our receipt of net proceeds totaling $3.8 million. The remaining real estate was appraised in October and November bythird-party valuation experts. Based on such latest appraised values, the real estate net of the related mortgages on those propertiesrepresents an estimated $11 million in equity value to the Company upon its sale.

Boat Sales

Nautical Ventures is primarily focused on thesale of recreational boats including both those with internal combustion engines and with electric propulsion. Nautical Ventures sellsboats through its dealerships in Ft. Lauderdale, Sarasota, Palm Beach, Tampa Bay and Pensacola, two of which locations are waterfrontdealerships. We are proud that in February 2025, Boating Industry magazine listed Nautical Ventures as number one in its rankingof the top 100 U.S. dealerships.

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Fort Lauderdale dealership

Nautical Ventures has translated its experiencewith sales, servicing the customer and knowledge of the region in which it operates into annual sales of near or over $100 million inits past two full calendar years. With just under two and one-half months of operations in our 2025 fiscal year, the sale of boats byNautical Ventures accounted for approximately 80.5% of all of our revenue in our 2025 fiscal year.

Although, Nautical Ventures sells both new andused boats, the sale of new boats respectively accounted for approximately 79.7% and 81.9% of Nautical Ventures’ revenues in theyear ended December 31, 2024 and the three months ended March 31, 2025, respectively. In particular, Nautical Ventures has had successin selling new models of boats manufactured by Axopar with such models accounting for approximately 51% of Nautical Ventures’ revenuesin the 2024 calendar year.

The sale of used boats accounted for approximately6.7% and 8.5% of Nautical Ventures revenues in the year ended December 31, 2024 fiscal and the three months ended March 31, 2025,respectively. We sell used versions of the new makes and models we offer and used boats of other makes and models generally taken as trade-ins.Our used boat sales depend on our ability to source a supply of high-quality used boats at attractive prices. We acquire a large portionof our used boat inventory through customer trade-ins. We strive to increase our used boat business through the availability of qualityused boat trade-ins generated from our new boat sales efforts, which are well-maintained through our service initiatives. Additionally,substantially all of our used boat inventory is posted on our digital properties, which expands the awareness and availability of ourproducts to a large audience of boating enthusiasts.

We believe that Vision Marine’s experiencewith electric boats enhances the ability of the network of dealerships provided by Nautical Ventures to sell electric boats. We envisionthe increased sale of electric boats by Nautical ventures to include both boats manufactured by us as well as those manufactured by thirdparties.

Other

In addition to selling boats, Nautical Venturesgenerates revenue by providing services for boat owners, selling parts needed for the maintenance of boats owned by our customers, sellingof water toys (such as inflatable and rideable toys) and renting kayaks, paddleboards and pontoons. With just under two and one-half monthsof operations in our 2025 fiscal year, these other revenue sources from Nautical Ventures accounted for approximately 12.2% of all ofour revenue in our 2025 fiscal year

We believe that we can expand revenue from productsand services related to boats through the Nautical Ventures network. In particular, we are pursuing efforts to expand our electric integrationservices in Florida to combine various components, including the electric motor, battery system, charging system, and control systems,to create a functional and efficient electric propulsion system and to increase revenue derived from the provision of financing and warrantyopportunities.

Floor Plan Financing

We finance most of our new and some of our usedboat inventory through standardized floor plan facilities with various financial institutions, manufacturer-affiliated finance companiesand other lending institutions. The new and used boat floor plan facilities bear interest at variable rates based on either the securedovernight financing rate or prime rates. The weighted average interest rate on floor plan facilities was 9.7% as of August 31, 2025. Thenew and used boat floor plan facilities are collateralized by boat inventory and other assets.

The vehicle floor plan facilities contain a numberof covenants, including, among others, covenants restricting Nautical Ventures with respect to the creation of liens and changes in ownership,officers and key management personnel. Nautical Ventures was not compliant with covenants of its floor plan due to a change of ownershipwhen Nautical Ventures Group purchased 86% of the shares held by a founding shareholder in 2023. In addition, Nautical Ventures was notcompliant with the covenant requiring threshold debt service coverage ratios due to the reduced margins throughout 2024 caused by excessivedealer inventory levels, fierce competition and high floor plan interest triggering technical defaults with 5 of its lenders, namely:

Wells Fargo Commercial Finance

Bank of Montreal (BMO)

Valley National Bank

Shore Premier/Centennial Bank

Northpoint Commercial Finance

In June 2025 all of the above lenders, exceptfor Wells Fargo Commercial Finance, consented to the change of ownership and signed Forbearance Agreements. The floor plan owed to WellsFargo Commercial Finance in the amount of $1,907,751 was assumed by one of the Company’s suppliers, Beneteau Group, and Wells FargoCommercial Finance is no longer a lender to the Company.

The balance on all floor plan financings as ofAugust 31, 2025 was $32,511,664, and was further reduced to approximately $22.1 million as of the end of November 2025.

As of December 4, 2025, the Northpoint CommercialFinance floor plan facility remains subject to a temporary funding freeze initiated by the lender as part of its annual credit and collateralreview. The Company has provided all requested information, continued to make required curtailments, and remains in good standing underthe terms of the facility. Discussions with Northpoint Commercial Finance to lift the freeze and resume normal funding are ongoing.

Our Legacy Electric FocusedOperations

We design and manufacture electric outboard powertrainsystems, power boats, and related technology and rent electric boats. These operations represented approximately 34.8% of our total assetson August 31, 2025. Although the operations of Nautical Ventures are included in less than two and one-half months of our fiscal 2025,these operations accounted for approximately 7.2% of our total revenue for the year ended August 31, 2025.

Our legacy operations related to electric boatsprimarily focus on the development of our electric outboard powertrain system that we believe is significantly more efficient and powerfulthan those currently being offered in the market today. In particular, we have recorded powertrain efficiencies of more than 96%, wellabove the 54% efficiency that we recorded for our principal competitor’s product. Increases in powertrain efficiency allow for morepower and range, both of which are highly desirable characteristics for consumers in the marketplace. Although our primary focus is onelectric outboard powertrain technology, we will continue to design, manufacture and sell our high-performance, fully-electric boats tocommercial and retail customers.

We have developed our first fully-electric outboardpowertrain system that combines an advanced battery pack, inverter, high-efficiency motor with proprietary union assembly between thetransmission and the electric motor design and extensive control software. Our technologies used in this powertrain system are designedto improve the efficiency of the outboard powertrain and, as a result, increase range and performance. We believe our approach in marketingand selling our powertrain technology to boat designers and manufacturers will enable us to leverage their distribution and servicingsystems with minimal capital outlay. We expect our core intellectual property contained within our outboard electric powertrain systemsto form the foundation for our future growth and for such systems to represent the majority of our revenue. In our 2025 fiscal year,we generated approximately $57 thousand in revenue from the sale of our powertrains.

We continue to manufacture hand-crafted, highlydurable, low maintenance, environmentally-friendly electric recreational powerboats. In our last three fiscal years, we manufactured 20,45 and 46 powerboats, respectively. We sell powerboats to retail customers and operators of rental fleets of powerboats through whichwe seek to build brand awareness. We intend to continue to build brand awareness by partnering with marina operators to offer rental fleetsof electric boats. We conduct our transactions directly to customers through our website or through a network of marinas, distributorsand show rooms.

In our fiscal year 2021, we expanded our businessto include rentals of electric powerboats by acquiring EB Rental, Ltd., an entity that rents electric boats in Newport Beach, California.Since that time, we added two more locations: one in Ventura, California which is held by EB Rental Ventura Corp. and one in Palm Beach,Florida which is held by EBR Palm Beach Inc. We plan on opening another rental operation in Dania Beach, Florida. In addition to generatingrevenues from the rental of our powerboats, our rental locations build brand awareness and act as an open-water showroom for potentialbuyers. On April 25, 2024, we sold EB Rental, Ltd. for $794,616 in order to partially finance patent applications for our electricoutboard powertrain systems.

Our Electric Outboard Powertrain Systems

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A powertrain system is a vehicle’s infrastructurethat converts energy into movement. In an electric boat, that infrastructure starts at the battery pack, continues with an inverter, goesto the motor and ends with the propeller. Electric powertrains have less moving parts than powertrains for boats with an internal combustionengine and, as a result, tend to break less and require less complex servicing.

The efficiency of a powertrain system determinesthe range of a boat on a single battery charge and the speed at which the boat operates. We find existing electric powertrain systemsunsatisfactory because of their insufficient yields and limited power range. In 2015, we decided to research technology to take advantageof this vacuum and develop an in-house system, relying on existing third-party components where possible. We noted the need for innovationin the following areas:

optimizing the electric motor to improve efficiency and range by customizing the power to the motor from different battery suppliers;

developing optimization software that reads and calibrates the controller to suit the current use of the outboard electric powertrain system;

using appropriate components, including the battery;

customizing gears and propellers to a boat’s specifications. We have recorded the efficiency of our principal competitor’s electric powertrain system as 54%, meaning that only 54% of the power leaving the battery pack reached the propeller, although their technology may have improved since that recording. Our proprietary union and direct transmission system allow our prototype powertrains to have an efficiency of 96% which provides a competitive advantage over current electric outboard motors. We have also chosen a propeller design which when combined with the efficiencies obtained using our proprietary union and transmission system, provides optimal results; and;

developing an innovative controller, in particular, one that:

improves control over thermal overheating and thus protects the electric powertrain system;

incorporates a dual electrical and mechanical cooling system allowing for a better performance of the electric powertrain system;

detects possible operating problems (for example cavitation); and

reduces jolts and noise.

Our electric powertrain is designed to have 180hp (horsepower) and 236 Lb. ft at 96% load. Furthermore, the electric powertrain system will be liquid cooled as compared to air cooled.

In October 2021, we entered into a Manufactureand Supply Agreement with Linamar Corporation, a provider of manufacturing solutions and a developer of highly engineered products. Underthe terms of the agreement, we intend for McLaren Engineering, Linamar’s technology and product development team for its advancedmobility segment, to manufacture and assemble our E-Motion™ technology through testing, parts, tooling development, and designingthe union assembly for mass production of our electric powertrain at Linamar’s facility in Canada.

Once we have scaled up the production of our electricpowertrain, we intend for the Linamar Corporation to produce our electric powertrain for mass commercialization. Although we believe thatwe can produce up to 300 electric powertrains per year in our current facilities in addition to producing 150 boats per year,we believe that contracting out the production of the electric powertrains will allow us to dedicate more time and resources to the developmentof additional electric powertrains.

The production of our electric powertrains willconsist of assembling components from third parties, including battery packs, inverters and high-efficiency motors. We intend to use advancedbatteries primarily from two suppliers, Octillion and Neogy, but as we are able to use a wide range of batteries we could use other suppliers.We will source the inverters from UQM (Danfoss Editron) and motors from UQM (Danfoss Editron).

In January 2022, we announced our partnershipwith Octillion to develop a customized high voltage 35 KW high density battery. Octillion will manufacture a new advanced electric batterysystem, “Polar 35” to power our E-Motion™ outboard powertrain. The configuration of the battery pack is smaller thanthat of a typical fuel tank, which in turn makes it easier to custom fit in virtually any boat.

During that same period, we partnered with NextfourSolutions Ltd. to further develop a customized multifunctional display to be integrated within our E-Motion™ 180 fully electricpowertrain system. In February 2022, we partnered with Weismann Marine, LLC to design and develop a lower unit (or gearcase) assembly.We partnered with Hellcat Powerboats to include our outboard powertrain in the boat that achieved a world record speed of 109 mph foran all-electric boat in 2022.

Our electric powertrains are controlled by controlsoftware developed in house. We have used open-source software code to develop our own battery management system software that will betailored to regulate the power from the battery pack to the electric motor and its related systems.

In August 2023, our outboard powertrain wasincluded in the boat that broke our previously held world record speed for an all-electric boat when it achieved a speed of 116 mph. InOctober 2023, we announced the delivery of our E-Motion™ Electric Powertrain Technology to Groupe Beneteau, Four Winns to bethe inaugural electric motors integrated on the proposed Four Winns H2e Bowrider. As of the date hereof, we have not made any sales ofour electric motors to Four Winns.

In September 2024, we launched the E-Motion™180e inboard electric motor system. Delivering a continuous 180hp at the propeller, this new system opens an important market segmentfor us, significantly expanding the range of vessels that can benefit from its advanced electric propulsion technology. Following developmentand testing, this inboard system incorporates 95% of the components from the E-Motion™ outboard powertrain system, so that the outboardmotor system can relay performance of the inboard system. We believe that this integration allows us to extend our offerings within theelectric marine sector, positioning us to meet the growing demand for electric propulsion solutions in both outboard and inboard applications.

On December 8, 2024, the Company announceda strategic partnership with Armada Pontoons, a renowned manufacturer of high-quality pontoon boats based in Quebec, Canada. This collaborationintroduces a new electric pontoon boat design to meet the growing demand for eco-friendly, regulation-compliant, and competitively pricedboating solutions for North America’s vast network of lakes.

On January 9, 2025, the Company announcedthe establishment of a production line for custom cooling plates in partnership with Calip Group, a leader in high-tech welding processes.Under this collaboration, Calip Group will supply components that enhance the thermal management of the Company’s high-voltage (HV)marine battery packs. These custom cooling plates are specifically tailored to meet the stringent demands of marine applications, withproduction slated to begin in 2025.

On February 24, 2025, the Company announcedthe filing of its ninth patent application related to its E-Motion™ Electric Powertrain System for its Outboard Power Control Unit(“PCU”) designed for electric marine vessels for the autonomous management of propulsion parameters and cooling operationsto deliver enhanced efficiency and reliability. Leveraging a dual-CAN bus architecture, the PCU promotes seamless communication with bothinternal sensors and actuators within the outboard engine housing and external vessel control units. This architecture promotes real-timeautonomous control of the electric motor, designed to increase performance while maintaining robust safety protocols and scalability.

On April 16, 2025, the Company, along withMS Marine GmbH, announced the successful completion of internal hull optimization in the latter’s STERK brand of vessels. The jointengineering effort focused on refining the internal hull layout of STERK vessels to securely house the Company’s E-Motion™Electric Powertrain System.

On June 11, 2025, the Company announced theexpansion of its partnership with Octillion Power Systems, a U.S.-based lithium-ion battery manufacturer, to produce high-voltage batterypacks dedicated exclusively to the American market. Under the terms of the agreement, Octillion Power Systems will assemble the Company’snew proprietary 45.36 kWh battery packs at its facility in Nevada, aiding in fast, cost-efficient distribution across North America. Thesebatteries are designed to support both the Company’s OEM integrations and consumer-facing electric boat offerings, delivering increasedpower, extended range, and improved performance, while reducing total system cost and simplifying logistics.

On June 18, 2025, announced that its E-Motion™Electric Powertrain System has been approved for inclusion in California’s Clean Off-Road Equipment (“CORE”) VoucherIncentive Project. The voucher approval grants the Company’s propulsion kits eligibility for point-of-sale vouchers of up to $170,000per unit, substantially reducing the cost of adopting electric propulsion for organizations modernizing their electric fleets.

On August 28, 2025, the Company announced thelaunch of a dedicated electric boating division within Nautical Ventures to provide customers with a complete EV-focused experience, encompassingsales, service, after-sales support, events, and a growing lineup of electric toys and watersports products.

On September 15, 2025, the Company announced astrategic partnership with Hydrofin, a U.S. company specializing in patented hydrofoil systems for pontoons. Through its Nautical Venturesdealership network, the Company will integrate Hydrofin’s hydrofoil technology into its pontoon lineup. Hydrofin’s systemsare engineered to lift pontoons partially out of the water, reducing drag and improving speed, range, and ride comfort. This makes theman especially valuable complement to the Company’s E-Motion™ Electric Powertrain System, where optimized efficiency directlytranslates to longer run-times and enhanced performance.

On September 26, 2025, the Company announced astrategic non-binding initiative with Port de Plaisance La Ronde to develop a technological and commercial hub dedicated to experienceelectric boating and activities on Île Sainte-Hélène, in Montreal and near Montréal–Trudeau InternationalAirport. The project calls for the creation of an electric boating hub, bringing together a sales and distribution center, a technicaland commercial training platform, and an expertise center to foster the adoption of electric propulsion in the marine industry.

On September 29, 2025, the Company announced theexecution of a distribution agreement with Taiga Motors Inc. to serve as the exclusive dealer and authorized service provider for Taiga’selectric personal watercraft in major Florida markets. Under the agreement, Nautical Ventures will have exclusive rights to distributeTaiga Motors Inc.’s electric personal watercraft across key Florida counties, including Miami-Dade, Broward, Palm Beach, and Hillsborough.

On September 30, 2025, the Company announced theworld debut of the first dual application of the E-Motion™ Electric Powertrain System in partnership with STERK. The Sterk 31e dualintegration expands the Company’s portfolio of 24 completed integrations of the E-Motion™ Electric Powertrain System acrossmultiple recreational boating platforms, underscoring its unmatched expertise.

We have filed thirteen patent applications withrespect to our electric outboard powertrain system and plan on another eleven patent applications related to this innovation in the nearfuture.

Specifications of our First Outboard ElectricPowertrain

Maximum power	180 HP, 135 kW
Max torque	250 ft.lb, 340 Nm
Voltage	650 V
Efficiency	96%
Weight	413 Lbs., 188 kg
Lithium Battery	43 kW
Shaft Length	S - XL
Cooling	Water
Control	Can bus

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Our Powerboats

We manufacture seven models of electric powerboats.Each model is available in different standard variations or may be customized according to a purchaser’s specifications. In ourlast three fiscal years, we manufactured 20, 45 and 46, respectively. Our revenue from the sale of these electric powerboats amount to$739 thousand in our 2025 fiscal year.

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For each of our boats, our consumers are ableto customize certain aspects including color (for the hull, striping, interior and deck), radio and covers and other storage options.In addition, there are customizations that are just available for some boat models, including propulsion and batteries.

V30 Electric Pontoon

A black and silver dj table

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The V30 electric pontoon is powered by our 180 HP E-Motion™ electric powertrain. With a length of 30 feet, the V24 electric powertrain is designed to carry up to 12 people. The starting retail price for the V24 electric pontoon is about $140,000. We began offering this boat in 2025.

V24 Electric Pontoon

A white boat with a black roof

AI-generated content may be incorrect.

The V24 electric pontoon is powered by our 180 HP E-Motion™ electric powertrain. With a length of just under 25 feet, the V24 electric powertrain is designed to carry up to 12 people. The starting retail price for the V24 electric pontoon is about $100,000. We began offering this boat in 2025.

V17 Electric Pontoon

A boat with a black top

AI-generated content may be incorrect.

The V17 electric pontoon has a length of 17 feet and is designed to carry up to 8 people. The starting retail price for the V17 electric pontoon is about $33,000.

VX Electric Pontoon

A black boat with a canopy

AI-generated content may be incorrect.

The VX electric pontoon has a length of over 17 feet and is designed to carry up to 10 people. The starting retail price for the VX electric pontoon is about $53,000.

Volt 180

Reaching speeds of up to approximately 6 miles per hour, the Volt 180 is a boat that can be used for various watersports. In addition to the customizations that are available for each of our boats, purchasers may customize the Volt 180 by choosing among various options including the power of the motor (available in 2, 3, 6 and 10 kilowatts), accessories (fish rod holder, depth finder and anchor) and other options (including bumper, types of canopies and a premium sound system

Fantail 217

A blue boat with a black roof

AI-generated content may be incorrect.

We designed the Fantail 217 with a view towards relaxation rather than speed. The Fantail 217 starts at $34,995, seats up to ten people and has a maximum speed of approximately 10 miles per hour. In addition to the customizations that are available for each of our boats, purchasers may customize the Fantail 217 by choosing among various options including the type of motor (Torqeedo Salt Water, E-Tech, Min-Kota or E-Propulsion), number of batteries (up to eight), type of canopy (aluminum, stainless steel or fiberglass) and other options (including night navigation light, a double horn and bottom paint).

Phantom

We designed the Phantom specifically for the boat rental market. The Phantom starts at $14,995 for the hull only, seats up to ten passengers and reaches a top speed approximately 5 miles per hour. The Phantom is made out of plastic and is US Coast Guard approved. We launched the Phantom in our 2023 fiscal year.

Sales

We envision that if we are able to mass produceour electric powertrains, a significant portion of our revenue will be generated from the sale of our electric powertrains. In fiscal2025, we made the first sale of our E-Motion™ Electric Powertrain System and generated $57 thousand from such sales. Although wehave received non-binding letters of intent from OEMs for the purchase of such powertrains, such letters may never result in any actualsales. The projected sales price for future sales of our electric outboard powertrain system will depend on the number of batteries usedand where it is sold. For the European market, we anticipate that the systems with Neogy batteries will sell for $60,000 for a one-batterysystem, $85,000 for a two-battery system and $115,000 for a three-battery system. For the U.S. market, we anticipate that the systemswith Octillion batteries will sell for $45,000 for a one-battery system, $65,000 for a two-battery system and $85,000 for a three-batterysystem.

Rentals

In our fiscal year 2021, we expanded our businessto include rentals of electric powerboats at one location in Newport Beach, California. In April 2023, we opened our second electricboat rental operation in Portside Ventura, California, and in December 2023, we opened our third electric boat rental operation inPalm Beach, Florida. In April 2024, we sold our electric boat rental operations located in Newport Beach, California, to StratégiesEB Inc. for $794,616. At the time of the sale, Stratégies EB Inc. was a related party because its controlling shareholder was amember of management of EB Rental, Ltd. prior to its sale. The sale of our rental operations in Newport Beach, California has significantlydecreased the size of our rental operations. We are currently in the process of opening a new electric boat rental facility in Dania Beach,Florida.

The electric boat rental business currently hasa fleet of approximately 8 powerboats. Rental rates range from $75 per hour to $215 per hour, plus a booking fee, with a minimum bookingof two hours. Once a powerboat in our fleet has over 200 hours of sailing time, we offer the powerboat for sale to the public. In our2025 fiscal year, our rental business represented approximately 1% of total revenue.

Strategy

We are a vertically integrated marine companyfocused on delivering a superior on-water experience through innovative propulsion systems and a multi-brand retail strategy. Our operationsspan the design and industrialization of high-voltage electric powertrain systems, the development of electric boats, and the retail distributionof both electric and internal combustion engine (ICE) boats.

Following the acquisition of Nautical Ventures,a top-performing boat dealership network with nine locations across Florida, we have significantly expanded our access to retail customers.Through Nautical Ventures, we now offer a wide portfolio of leading recreational boat brands and models, giving us the ability to meeta broad spectrum of consumer demand, from entry-level boats to high-performance vessels. This footprint not only enables direct-to-consumersales but also allows us to embed electric models within an established sales pipeline traditionally centered on ICE products, acceleratingmainstream adoption of our electric offerings.

We also continue to sell electric boats directlyto commercial fleet operators and boat rental businesses, which serve as high-visibility testbeds for our propulsion technology. Theseinstallations contribute to brand awareness, generate recurring fleet sales, and allow new consumers to experience electric boating firsthand.

Nautical Ventures further provides an immediate,scalable service infrastructure. Several locations are equipped or will be upgraded to support electric boat service bays, giving VisionMarine the ability to offer after-sale support for our E-Motion™ propulsion systems and electric boat fleet. This creates a full-cycleownership experience for electric boat customers, from purchase to service, and enhances our value proposition in the retail environment.

At the same time, we continue to make our marine-specificelectric propulsion systems available to boat manufacturers through direct engagement. Our E-Motion™ powertrains are engineeredfor seamless integration by OEMs, allowing them to electrify existing platforms while maintaining design and performance standards. Wemarket these systems through trade shows, prototype demonstrations, and targeted outreach to selected manufacturers.

We believe that combining a controlled retailnetwork with a technology integration strategy positions us to scale efficiently, maintain visibility over the customer journey, and fosterbroader market adoption of electric propulsion. We will continue to invest in research and development, operational efficiency, and ourservice infrastructure to meet the growing demand across both recreational and commercial marine segments.

Emerging Growth Company

We qualify as and electto be an “emerging growth company” as defined in the Jumpstart our Business Startups Act of 2012, or the JOBS Act.An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generallyto public companies. These provisions include, but not limited to:

●

reduced disclosure about the emerging growth company’s executive compensation arrangements in our periodic reports, proxy statements and registration statements; and

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an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002.

We may take advantageof these exemptions until September 1, 2026 or such earlier time that we are no longer an emerging growth company. We would cease to bean EGC earlier if we have more than $1.235 billion in annual revenue, we have more than $700.0 million in market value of ourstock held by non-affiliates or we issue more than $1.0 billion of non-convertible debt securities over a three-yearperiod. For so long as we remain an EGC, we are permitted, and intend, to rely on exemptions from certain disclosure requirements thatare applicable to other public companies that are not EGCs. We may choose to take advantage of some, but not all, of the available exemptions.

Corporate Information

We have two directly wholly-owned subsidiariesand eleven indirectly wholly-owned subsidiaries.

Our registered agent in the United States is CorpoMaxInc. The address of the Company’s registered agent in the United States is 2915 Ogletown Road, Newark, DE 19713.

Our principal executive offices are located at730 Boulevard du Curé-Boivin, Boisbriand, Quebec J7G 2A7, Canada. Our phone number is 450-951-7009. The SEC maintains an Internetsite that contains reports, proxy information statements and other information regarding issuers that file electronically with the SEC.The address of that site is http://www.sec.gov. Our website address is https://visionmarinetechnologies.com. Information containedin, or that can be accessed through, our website is not a part of, and shall not be incorporated by reference into, this prospectus. Wehave included our website address in this prospectus solely as an inactive textual reference.

Implications of Being a Foreign Private Issuer

We are a foreign private issuer within the meaning of the rules underthe Securities Exchange Act of 1934, as amended (the “Exchange Act”). As such, we are exempt from certainprovisions applicable to United States domestic public companies. For example:

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we are not required to provide as many Exchange Act reports or provide periodic and current reports as frequently, as a domestic public company;

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for interim reporting, we are permitted to comply solely with our home country requirements, which are less rigorous than the rules that apply to domestic public companies;

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we are not required to provide the same level of disclosure on certain issues, such as executive compensation;

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we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information;

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we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; and

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we are not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and establishing insider liability for profits realized from any “short-swing” trading transaction.

We anticipate that we will no longer be able to report as a foreignprivate issuer starting on September 1, 2026.

Summary of Significant Risk Factors

An investment in the offered securities involvesa high degree of risk. We set forth a summary of certain of those risks. For a more detailed discussion, see “Risk Factors”beginning on page 20. If any of the factors below or in the section entitled “Risk Factors” occurs, our business, financialcondition, liquidity, results of operations and prospects could be materially and adversely affected.

Risks Related to Our Operations

There is limited public information on our operating history.

We currently have a net loss, and if we are unable to achieve and grow a net income in the futureour ability to grow our business as planned will be adversely affected.

To carry out our proposed business plan, we will require a significant amount of capital.

Terms of subsequent financings may adversely impact your investment.

Demand in the boat industry is highly volatile.

We face potential liability from workplace accidents.

We are vulnerable to supply chain risks.

Our financial statements have been prepared on a going concern basis and our financial status createsa substantial doubt whether we will continue as a going concern.

If we are unable to maintain compliance with Nasdaq’s continuedlisting requirements, Nasdaq may choose to delist our securities from its exchange or may subject us to additional restrictions, whichmay adversely affect the liquidity and trading price of our securities.

In an effort to maintain compliance with the Minimum Bid Price Requirement, we recently enacteda third reverse stock split. We may need to enact additional reverse stock splits to maintain compliance if we fail to meet the MinimumBid Price Requirement in the future.

We may lose our foreign private issuer status in the future, which could result in significant additionalcost and expense.

Risks Related to Nautical Ventures

Our success will depend, in part, upon our continued access to financing for inventory.

Our business model entails carrying substantial amounts of debt.

We rely on one manufacturer for a substantial portion of our sales

We have the option to acquire additional properties, and if the contingent conditions to do so donot occur, we may be prevented from acquiring such properties.

Changes to trade policies, tariffs, and import/export regulations may have a material adverse effecton our business, financial condition, and results of operations.

We are vulnerable to geographic risk.

Risks Related to our Electric Operations

Our plan of operations entails promoting a product that we may never launch or which may not becommercially accepted if launched.

Our future growth depends upon consumers’ willingness to purchase electric powerboats.

We rely on a limited number of suppliers for key components of our finished products.

Developments in alternative technologies or improvements in the internal combustion engine may materiallyadversely affect the demand for our electric powerboats.

We intend to rely on a third-party for the manufacture of what we envision will become our principalproduct.

If we are unable to meet our production and development goals, we may need to change our businessplans for our E-Motion powertrains or the timeline in which we expect to carry them out.

Our intellectual property is not fully protected through patents or formal copyright registration.As a result, we do not have the full benefit of patent or copyright laws to prevent others from replicating our products, product candidatesand brands.

We have limited registered trademarks for our products and trade names

We may need to defend ourselves against patent or trademark infringement claims, which may be time-consumingand would cause us to incur substantial costs.

Risks Related to our Common Shares and thisOffering

The market price and liquidity of our common shares may be volatile and may fluctuate in a way that is disproportionate to our operating performance.

Management will have broad discretion as to the use of the proceeds from this offering and may not use the proceeds effectively.

FINRA sales practice requirements may limit your ability to buy and sell our common shares, which could depress the price of our shares.

We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to United States domestic public companies.

As an “emerging growth company” under applicable law, we will be subject to lessened disclosure requirements. Such reduced disclosure may make our common shares less attractive to investors.

We incur significant costs as a result of being a public company, which costs will grow after we cease to qualify as an “emerging growth company.”

If we are, or were to become, a passive foreign investment company (a “PFIC”) for U.S. federal income tax purposes, U.S. investors in the offered securities would be subject to certain adverse U.S. federal income tax consequences.

Offering Summary

Common Shares Offered by us:		This prospectus relates to the firm commitment offering of up to 7,407,407 common shares and/or pre-funded warrants at an assumed offering price of 1.08 per common share and $1.08 per pre-funded warrant (less the nominal remaining exercise price). For further information about the securities offered herein, see “Description of Securities We Are Offering”.

Shares Outstanding Prior to the Offering:		5,008,735 common shares, and we assume that the same amount will be outstanding immediately prior to the closing of the offering.

Shares Outstanding After the Offering:		12,416,142 common shares (or 13,527,253 common shares assuming the underwriter exercises the over-allotment option), which includes shares underlying any pre-funded warrants sold in this offering.

Pre-Funded Warrants Offered by Us:		Up to 7,407,407 pre-funded warrants. We are offering to each purchaser of common shares that would otherwise result in the purchaser’s beneficial ownership exceeding 4.99% of our outstanding common shares immediately following the consummation of this offering the opportunity to purchase pre-funded warrants in lieu of common shares. A holder of pre-funded warrants will not have the right to exercise any portion of its pre-funded warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the election of the holder, such limit may be increased to up to 9.99%) of the number of common shares outstanding immediately after giving effect to such exercise. Each pre-funded warrant will be exercisable for one common share. The purchase price of each pre-funded warrant will be equal to the price per common share, minus C$0.001, and the remaining exercise price of each pre-funded warrant will equal C$0.001 per common share. The pre-funded warrants will be immediately exercisable (subject to the beneficial ownership cap) and may be exercised at any time until all of the pre-funded warrants are exercised in full. For each pre-funded warrant we sell (without regard to any limitation on exercise set forth therein), the number of common shares we are offering will be decreased on a one-for-one basis.

Over-allotment option		We have granted a 45-day option to the underwriter, exercisable one or more times in whole or in part, to purchase up to an additional [          ] common shares and/or pre-funded warrants, representing 15% of the common shares and pre-funded warrants sold in the offering. The over-allotment option purchase price to be paid per additional common share by the underwriter shall be equal to the public offering price of one common share less the underwriting discount. The over-allotment option purchase price to be paid per additional pre-funded warrant by the underwriter shall be equal to the public offering price of one common share less the underwriting discount and C$0.001.

Use of Proceeds:		We estimate that we will receive net proceedsof approximately $7.0 million (or $8.1 million assuming the full exercise of the underwriter’s overallotment option) from this offering,after deducting estimated underwriter’s fees, reimbursement of underwriter expenses, and estimated offering expenses payable byus. We intend primarily to use the net proceeds from this offering for general corporate purposes and working capital, including for inventory management and servicing our floorplan lines of credit, general and administrative expenses and prosecuting patent applications relating to our E-Motion™ electric powertrain technology. We may also use a portion of the net proceeds from this offering for acquisitions or strategic investments in complementary businesses or technologies, however as of the date of this prospectus, no acquisition targets have been identified.

Trading:		Our common shares are currently quoted on the Nasdaq Capital Market under the symbol “VMAR”. Our pre-funded warrants are not traded on any public market or quotation system, and we do not intend to apply for our pre-funded warrants to be traded on any such market or system

Lock-up		Each of our executive officers and directors has agreed, subject to certain exceptions set forth in the lock-up agreements, not to offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares for the three-month period following the date of the offering, without the underwriter’s prior written consent. In addition, subject to certain exceptions, the company has agreed not to engage in various transactions involving its common shares or related securities, including sales, offerings, registrations, or economic transfers, without the underwriter’s prior written consent for sixty (60) days after the offering, and additionally, not to conduct any “at-the-market” or variable rate equity transactions for six months post-offering.

Risk Factors:		See “Risk Factors” and the other information included in this prospectus for a discussion of the factors you should consider before deciding to invest in our securities.

Shares outstanding prior to and after the offeringis based on 5,008,735 common shares outstanding as of December 1, 2025, and excludes:

	·	2,187 common shares issuable upon the exercise of outstanding options outstanding as of December 1, 2025 with a WAEP of $398.02;

	·	common shares underlying the underwriter warrants to be issued to the Underwriter in connection with this registered offering; and

	·	440,033 common shares issuable upon exercise of other warrants outstanding as of December 1, 2025 with a WAEP of $17.34.

	·	48 common shares exercisable upon the exercise of outstanding pre-funded warrants;

	·	up to 647,802 common shares that may be issued upon the conversion of $5,586,646 in convertible notes that were issued pursuant to the Equity Purchase Agreement;

	·	285,000 common shares to be issued to Alexandre Mongeon as per the Mongeon Employment Agreement;

	·	up to 255,012 common shares that may be issued to the former shareholders of NVG, contingent upon full satisfaction of the conditions related to the NVG real estate acquisition; and

	·	up to 231,911 common shares that may be issued upon the conversion of up to $2,000,000 in convertible notes that may still be issued, dependent on the outcome of certain claims against Nautical Ventures, at a conversion price of $8.624 per share.

Except as otherwise indicated, all information in this prospectus assumes:

	·	no exercise of the representative’s warrants;

	·	any pre-funded warrants sold in this offering are immediately exercised without violating any beneficial ownership restrictions therein; and

	·	no exercise of the over-allotment option.

Summary Financial Data

The summary financial information set forth belowhas been derived from the following documents (each of which is incorporated by reference into this prospectus):

	·	our audited consolidated financial statements for the fiscal years ended August 31, 2025 and 2024;

	·	Nautical Ventures’ unaudited consolidated financial statements and the notes thereto for the three months ended March 31, 2025;

	·	Nautical Ventures’ audited consolidated financial statements for the fiscal years ended December 31, 2024 and 2023; and

	·	the unaudited pro forma combined statement of comprehensive loss for the year ended August 31, 2025.

You should read the following summary financialdata together with such historical financial statements and the notes thereto.

Summary Financial Data of Vision Marine Technologies Inc.

Consolidated Statement of Comprehensive Loss

	For the Fiscal Year Ended August 31,
	2025			2024			2023
Revenue	$	13,832,556		$	2,789,650		$	4,201,685
Gross profit	$	4,766,494		$	1,101,543		$	1,138,105
Net loss	$	(21,267,257	)	$	(10,358,789	)	$	(15,805,844	)
Basic and diluted loss per share	$	(24.53	)	$	(1,135.64	)	$	(2,228.34	)

Consolidated Statements of Financial Position

	As of August 31, 2025
Current Assets	$	58,973,029
Total Assets	$	69,913,257
Current Liabilities	$	49,695,231
Total Liabilities	$	61,462,255
Total Shareholders’ Equity	$	8,451,002

Summary Financial Data of Nautical Ventures Group Inc.

Consolidated Statement of Comprehensive Income (Loss)

	Three Months Ended March 31,			For the Fiscal Year Ended December 31,
	2025			2024			2023
	Unaudited
Revenue	$	22,228,700		$	97,291,543		$	104,788,069
Gross profit	$	3,456,116		$	20,521,294		$	29,740,957
Net income (loss)	$	(2,369,334	)	$	(7,315,074	)	$	4,878,992
Basic and diluted earnings (loss) per share	$	(0.11	)	$	(0.34	)	$	0.15

An investment in the offered securitiescarries a significant degree of risk. You should carefully consider the following risks as well as the other information contained inthis prospectus (or incorporated by reference herein) including risk factors in the documents incorporated herein by reference and ourhistorical financial statements and related notes incorporated by reference herein,, as well as the other information contained in thisprospectus, before you decide to purchase any offered securities. Any one of these risks and uncertainties has the potential to causematerial adverse effects on our business, prospects, financial condition and operating results which could cause actual results to differmaterially from any forward-looking statements expressed by us and a significant decrease in the value of the offered securities. Referto “Special Note Regarding Forward-Looking Statements”.

We may not be successful in preventing thematerial adverse effects that any of the following risks and uncertainties may cause. These potential risks and uncertainties may notbe a complete list of the risks and uncertainties facing us. There may be additional risks and uncertainties that we are presently unawareof, or presently consider immaterial, that may become material in the future and have a material adverse effect on us. You could loseall or a significant portion of your investment due to any of these risks and uncertainties.

The market price and liquidity of our common shares may be volatileand may fluctuate in a way that is disproportionate to our operating performance.

Our common shares began trading on the NasdaqCapital Market in November 2020. From the date of the start of our fiscal year ended August 31, 2024 to December 1, 2025,the highest closing price of our common shares on the Nasdaq Capital Market was $21,114 and the lowest closing price was $1.08. Additionally,the liquidity of our common shares may decrease, meaning that the demand for the purchase of our shares may not be at a level that allowsfor your sale at a desirable price or even the then market price if you wish to sell your common shares. The market value of our commonshares and their liquidity will continue to fluctuate due to the impact of any or all of the following factors:

Unlike our common shares, no trading market existsfor our pre-funded warrants, and we do not intend to take steps to list our pre-funded warrants on any public exchange or quotation system.You should be prepared to only make a return on your investments in the pre-funded warrants if you exercise such warrants into commonshares and then resell the shares at a price above the exercise price. The market price for our common shares might never be above theexercise price of such warrants. If you exercise such warrants, you might not be able to sell them for a price above which you boughtthem, if at all.

Management will have broad discretion asto the use of the proceeds from this offering and may not use the proceeds effectively.

Our management will have broad discretion as tothe use of the net proceeds from any offering by us and could use them for purposes other than those contemplated at the time of thisoffering. Accordingly, you will be relying on the judgment of our management with regard to the use of these net proceeds, and you willnot have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. It is possiblethat the proceeds will be invested in a way that does not yield a favorable, or any, return for our company.

We may not receive any additional fundsupon the exercise of the pre-funded warrants.

Each pre-funded warrant may be exercised by wayof a cashless exercise, meaning that the holder may not pay a cash purchase price upon exercise, but instead would receive upon such exercisethe net number of common shares determined according to the formula set forth in the pre-funded warrants. Accordingly, we may not receiveany additional funds upon the exercise of the pre-funded warrants. Even if the remainder of the exercise price on the pre-funded warrants,C$0.001, is paid in cash, such payment will be nominal and will not improve our ability to fund operations.

You will experience immediate and substantialdilution as a result of this offering.

The shares being offered hereby (including theshares underlying the pre-funded warrants) represent almost 150% of our current outstanding shares, and upon their issuance, your votingand economic rights will be substantially diluted. In the future, we may issue our authorized but previously unissued equity securities,resulting in the further dilution of the ownership interests of our shareholders. We may issue additional common shares or other securitiesthat are convertible into or exercisable for common shares in order to raise additional capital, or in connection with hiring or retainingemployees, directors, or consultants, or in connection with future acquisitions of licenses to technology or diagnostic tests in connectionwith future business acquisitions, or for other business purposes. The future issuance of any such additional common shares or other securities,including those underlying the warrants and options we have issued and granted, would dilute the voting power of our shareholders, coulddilute the net tangible book value per share at the time of such future issuance and may create downward pressure on the trading priceof our common shares.

We may also issue preferred shares having rights,preferences, and privileges senior to the rights of our common shares with respect to dividends, rights to share in distributions of ourassets if we liquidate our company or voting rights. Any preferred shares may also be convertible into common shares on terms that wouldbe dilutive to holders of common shares.

Holders of pre-funded warrants purchasedin this offering will have no rights as common shareholders until such holders exercise their pre-funded warrants and acquire our commonshares.

Until holders of pre-funded warrants acquire commonshares upon exercise of such warrants, holders of pre-funded warrants will have no rights with respect to the common shares underlyingsuch pre-funded warrants. Upon exercise of the pre-funded warrants, the holders will be entitled to exercise the rights of a common shareholderonly as to matters for which the record date occurs after the exercise date.

We do not intend to pay dividends, and therewill thus be fewer ways in which you are able to make a gain on your investment.

We have never paid any cash or stock dividends,and we do not intend to pay any dividends for the foreseeable future. To the extent that we require additional funding currently not providedfor in our financing plan, our funding sources may prohibit the payment of any dividends. Because we do not intend to declare dividends,any gain on your investment will need to result from an appreciation in the price of our common shares. There will therefore be fewerways in which you are able to make a gain on your investment.

FINRA sales practice requirements may limityour ability to buy and sell our common shares, which could depress the price of our shares.

The Financial Industry Regulatory Authority (“FINRA”)rules require broker-dealers to have reasonable grounds for believing that an investment is suitable for a customer before recommendingthat investment to the customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealersmust make reasonable efforts to obtain information about the customer’s financial status, tax status and investment objectives,among other things. Under interpretations of these rules, FINRA believes that there is a high probability such speculative low-pricedsecurities will not be suitable for at least some customers. Thus, FINRA requirements may make it more difficult for broker-dealers torecommend that their customers buy our common shares, which may limit your ability to buy and sell our shares, have an adverse effecton the market for our shares and, thereby, depress their market prices.

Volatility in our common shares price maysubject us to securities litigation.

The market for our common shares may have, whencompared to seasoned issuers, significant price volatility, and we expect that our share price may continue to be more volatile than thatof a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation againsta company following periods of volatility in the market price of its securities. We may, in the future, be the target of similar litigation.Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.

We are a foreign private issuer within themeaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to United States domesticpublic companies.

We are a foreign private issuer within the meaningof the rules under the Exchange Act. As such, we are exempt from certain provisions applicable to United States domestic public companies.For example:

Our shareholders may not have access to certaininformation they may deem important and are accustomed to receiving from U.S. reporting companies.

Additionally, if we fail to retain our statusas a foreign private issuer, we will be required to report as a domestic issuer in the United States. Such a requirement would requireus, among other matters, to report our financial statements in U.S. generally accepted accounting principles. Such an adjustment wouldrequire significant cost and would require our management to adapt to such U.S. domestic reporting standards with which they are not fullyexperienced.

As an “emerging growth company”under applicable law, we will be subject to lessened disclosure requirements. Such reduced disclosure may make our common shares lessattractive to investors.

For as long as we remain an “emerging growthcompany”, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), we will elect to take advantageof certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growthcompanies”, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports, and exemptions fromthe requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute paymentsnot previously approved. Because of these lessened regulatory requirements, our shareholders would be left without information or rightsavailable to shareholders of more mature companies. If some investors find our common shares less attractive as a result, there may bea less active trading market for such securities and their market prices may be more volatile.

We incur significant costs as a result ofbeing a public company, which costs will grow after we cease to qualify as an “emerging growth company.”

We incur significant legal, accounting and otherexpenses as a public company that we did not incur as a private company. The Sarbanes-Oxley Act, as well as rules subsequently implementedby the SEC and the Nasdaq Capital Market, impose various requirements on the corporate governance practices of public companies. We arean “emerging growth company,” as defined in the JOBS Act and we anticipate that we will cease being an emerging growth companyon September 1, 2026. An emerging growth company may take advantage of specified reduced reporting and other requirements that areotherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement underSection 404 in the assessment of the emerging growth company’s internal control over financial reporting and permission todelay adopting new or revised accounting standards until such time as those standards apply to private companies.

Compliance with these rules and regulationsincreases our legal and financial compliance costs and makes some corporate activities more time-consuming and costly. After we are nolonger an emerging growth company, we expect to incur significant expenses and devote substantial management effort toward ensuring compliancewith the requirements of Section 404 and the other rules and regulations of the SEC. For example, as a public company, we havebeen required to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls andprocedures. We have incurred additional costs in obtaining director and officer liability insurance. In addition, we incur additionalcosts associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serveon our Board of Directors or as executive officers. We are currently evaluating and monitoring developments with respect to these rules andregulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timingof such costs.

If we are, or were to become, a passiveforeign investment company (a “PFIC”) for U.S. federal income tax purposes, U.S. investors in the offered securities wouldbe subject to certain adverse U.S. federal income tax consequences.

In general, a non-U.S. corporation will be a PFICfor any taxable year if (i) 75% or more of its gross income consists of passive income or (ii) 50% or more of the averagequarterly value of its assets consists of assets that produce, or are held for the production of, passive income. We do not expect tobe a PFIC for our current taxable year or in the foreseeable future. However, there can be no assurance that we will not be considereda PFIC for any taxable year. If we were a PFIC for any taxable year during which a U.S. investor held any offered securities,such investor would be subject to certain adverse U.S. federal income tax consequences, such as ineligibility for any preferred tax rateson capital gains or on actual or deemed dividends, an additional interest charge on certain taxes treated as deferred, and additionalreporting requirements under U.S. federal income tax laws and regulations. If we are characterized as a PFIC, a U.S. investor may be ableto make a “mark-to-market” election with respect to the offered securities that would alleviate some of the adverse consequencesof PFIC status. Although U.S. tax rules also permit a U.S. investor to make a “qualified electing fund” election withrespect to the shares of a non-U.S. corporation that is a PFIC if the non-U.S. corporation provides certain information to its investors,we do not currently intend to provide the information that would be necessary for a U.S. investor to make a valid “qualified electingfund” election with respect to the offered securities.

A possible “short squeeze” dueto a sudden increase in demand of our common shares that largely exceeds supply may lead to price volatility in our common shares.

Following this offering, investors may purchaseour common shares to hedge existing exposure in our common shares or to speculate on the price of our common shares. Speculation on theprice of our common shares may involve long and short exposures. To the extent that aggregate short exposure exceeds the number of sharesof our common shares available for purchase in the open market, investors with short exposure may have to pay a premium to repurchaseour common shares for delivery to lenders of our common shares. Those repurchases may in turn, dramatically increase the price of ourcommon shares until investors with short exposure are able to purchase additional common shares to cover their short position. This isoften referred to as a “short squeeze.” A short squeeze could lead to volatile price movements in our common shares that arenot directly correlated to the performance or prospects of our company and once investors purchase the common shares necessary to covertheir short position the price of our common shares may decline.

This prospectus and the documents incorporatedherein by reference contain statements that constitute “forward-looking statements”. Any statements that are not statementsof historical facts may be deemed to be forward-looking statements. These statements appear in a number of different places in this prospectusand, in some cases, can be identified by words such as “anticipates”, “estimates”, “projects”, “expects”, “contemplates”, “intends”, “believes”, “plans”, “may”, “will”,or their negatives or other comparable words, although not all forward-looking statements contain these identifying words. Forward-lookingstatements in this prospectus and the documents incorporated herein by reference may include, but are not limited to, statements and/orinformation related to: strategy, future operations, projected production capacity, projected sales or rentals, projected costs, expectationsregarding demand and acceptance of our products, availability of material components, trends in the market in which we operate, plansand objectives of management.

We believe that we have based our forward-lookingstatements on reasonable assumptions, estimates, analysis and opinions made in light of our experience and our perception of trends, currentconditions and expected developments, as well as other factors that we believe to be relevant and reasonable in the circumstances at thedate that such statements are made, but which may prove to be incorrect. Although management believes that the assumption and expectationsreflected in such forward-looking statements are reasonable, we may have made misjudgments in preparing such forward-looking statements.Assumptions have been made regarding, among other things: our expected production capacity, labor costs and material costs, no materialvariations in the current regulatory environment and our ability to obtain financing as and when required and on reasonable terms. Readersare cautioned that the foregoing list is not exhaustive of all factors and assumptions which may have been used.

The forward-looking statements, including thestatements contained in the sections entitled “Risk Factors”, “Description of Business” and elsewhere in thisprospectus and the documents incorporated herein by reference, are subject to known and unknown risks, uncertainties and other factorsthat may cause actual results to be materially different from those expressed or implied by such forward-looking statements. These importantfactors include those that we discuss under the heading “Risk Factors”. The forward-lookingstatements made herein relate only to events as of the date on which the statements are made.

Although management has attempted to identifyimportant factors that could cause actual results to differ materially from those contained in forward-looking statements, there may beother factors that cause results not to be as anticipated, estimated or intended. Forward-looking statements might not prove to be accurate,as actual results and future events could differ materially from those anticipated in such forward-looking statements or we may have mademisjudgments in the course of preparing the forward-looking statements. Accordingly, readers should not place undue reliance on forward-lookingstatements. We wish to advise you that these cautionary remarks expressly qualify, in their entirety, all forward-looking statements attributableto our company or persons acting on our company’s behalf. We do not undertake to update any forward-looking statements to reflectactual results, changes in assumptions or changes in other factors affecting such statements, except as, and to the extent required by,applicable securities laws. You should carefully review the cautionary statements and risk factors contained in this prospectus, the documentsincorporated herein by reference and those documents we may file from time to time with the SEC.

We are considered a foreign private issuer. Inour capacity as a foreign private issuer, we are exempt from certain rules under the Exchange Act that impose certain disclosureobligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, our officers,directors and principal shareholders are exempt from the reporting and "short-swing" profit recovery provisions of Section 16of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of our securities. Moreover, weare not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securitiesare registered under the Exchange Act. In addition, we are not required to comply with Regulation FD, which restricts the selectivedisclosure of material information.

We may take advantage of these exemptions untilsuch time as we are no longer a foreign private issuer. We would cease to be a foreign private issuer at such time as more than 50% ofour outstanding voting securities are held by U.S. residents and any of the following three circumstances applies: (1) the majorityof our executive officers or directors are U.S. citizens or residents, (2) more than 50% of our assets are located in the UnitedStates or (3) our business is administered principally in the United States. The next date at which we will assess our status asa foreign private issuer is February 28, 2026, and the recent acquisition of Nautical Ventures increases the likelihood that we willcease to qualify as a foreign private issuer at the date of that assessment. If we deem that we are no longer a foreign private issuer,we will have to report as a U.S. domestic issuer beginning on September 1, 2026. Reporting as a U.S. domestic issuer will requiresignificant expense and time of our management.

We have elected to take advantage of certain reducedreporting and other requirements in this prospectus. Accordingly, the information contained herein may be different than the informationyou receive from other public companies in which you hold equity securities.

The U.S. Congress passed the JOBS Act, which providesfor certain exemptions from various reporting requirements applicable to reporting companies under the Exchange Act, that qualify as “emerginggrowth companies.” We are an “emerging growth company” and we will continue to qualify as an “emerging growthcompany” until the earliest to occur of: (a) the last day of the fiscal year during which we have total annual gross revenuesof $1.235 billion (as such amount is indexed for inflation every five years by the SEC) or more; (b) the last day of our fiscal yearfollowing the fifth anniversary of the date of the first sale of our common equity securities pursuant to an effective registration statementunder the Securities Act; (c) the date on which we have, during the previous three-year period, issued more than $1.0 billion innon-convertible debt; or (d) the date on which we are deemed to be a “large accelerated filer”, as defined in ExchangeAct Rule 12b–2. Therefore, we expect to continue to be an emerging growth company until August 31, 2026.

An emerging growth company may take advantageof specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

We may take advantage of these provisions untilthe last day of our fiscal year following the fifth anniversary of the date of the first sale of our common equity securities pursuantto an effective registration statement under the Securities Act or such earlier time that we are no longer an emerging growth company.We would cease to be an emerging growth company if we have more than $1.235 billion in annual revenue, have more than $700 million inmarket value of our common shares held by non-affiliates or issue more than $1 billion of non-convertible debt over a three-year period.We anticipate that we will cease being an emerging growth company starting September 1, 2026.

We estimate that the net proceeds from this offeringwill be approximately $7.0 million assuming the sale of all of the common shares in this offering, after deducting the estimated underwritingdiscounts and commissions and estimated offering expenses payable by us, based on as the assumed public offering price of $1.08 per commonshare. If the underwriter exercises its over-allotment option in full, we estimate that the net proceeds to us from this offering willbe approximately $8.1 million, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payableby us.

We intend primarily to use the net proceeds fromthis offering for general corporate purposes and working capital, including for inventory management and servicing our floorplan linesof credit, general and administrative expenses and prosecuting patent applications relating to our E-Motion™ electric powertraintechnology. We may also use a portion of the net proceeds from this offering for acquisitions or strategic investments in complementarybusinesses or technologies, however as of the date of this prospectus, no acquisition targets have been identified.

Each $0.10 increase (decrease) in the assumedpublic offering price of $1.08 per common share would increase (decrease) net proceeds to us by approximately $685,185 or $787,964if the underwriter exercises its over-allotment option in full, assuming the number of common shares we sell, as set forth on the coverpage of this prospectus, remains the same, before deducting underwriting discounts and commissions and the estimated offering expensespayable by us. Similarly, each increase (decrease) of 100,000 common shares offered by us would increase (decrease) the net proceeds tous by $108,000 assuming the assumed public offering price remains the same and before deducting underwriting discounts and commissions.

To date, we have not paid any dividends on ouroutstanding common shares. The future payment of dividends will depend upon our financial requirements to fund further growth, our financialcondition and other factors which our Board of Directors may consider in the circumstances. We do not contemplate paying any dividendsin the immediate or foreseeable futures.

The following table setsforth our unaudited capitalization as of August 31, 2025:

The pro forma information below is illustrative only and our capitalizationfollowing the completion of this offering will be adjusted based on the actual public offering price and other terms of this offeringdetermined at pricing. You should read this table together with “Management’s Discussion and Analysis of Financial Conditionand Results of Operations”, “Operating and Financial Review and Prospects” and our audited financial statements andthe related notes appearing elsewhere in this prospectus and the documents incorporated by reference herein and our unaudited consolidatedpro forma information appearing elsewhere in this prospectus and the documents incorporated by reference herein.

Shares outstanding priorto the offering is based on 5,008,735 common shares outstanding as of December 1, 2025, and excludes:

Investors in securities often experience immediatelydilution in their investment to the extent of the difference between the offering price per common share included in the securities andthe net tangible book value per common share after this offering. Such dilution would result in this offering if the offering price percommon share included in the securities is substantially in excess of the book value per common share attributable to the existingshareholders for our presently outstanding common shares. However, there is no such dilution in this offering as our net tangible bookvalue per share on a pro forma as adjusted basis is higher then the assumed offering price.

Net tangible book value represents the amountof our total consolidated tangible assets, which represent the amount of our total consolidated assets, excluding intangible assets, lesstotal consolidated liabilities. Our historical net tangible book value as of August 31, 2025 was $7,969,805, or $1.62 per commonshare. Our historical net tangible book value is the amount of our total tangible assets less our liabilities. Historical net tangiblebook value per common share is our historical net tangible book value divided by the number of outstanding common share as of August 31,2025.

Aftergiving effect to (i) the sale of properties under the Equity Purchase Agreement with Nautical Ventures, and (ii) theissuance of 101,598 common shares for services rendered (the “Post- August 31, 2025 Events”), our pro forma net tangible bookvalue as of August 31, 2025 would have been approximately $8.0 million, or approximately $1.59 per common share, based on 5,008,735shares of common stock outstanding on a pro forma basis.

After giving effect to the Post- August 31, 2025 Events and theadditional proceeds we will receive from this offering and the shares to be issued in connection therewith, our pro forma as adjustednet tangible book value as of August 31, 2025 would have been approximately $14.9 million, or approximately $1.20 per common share, basedon shares of common stock outstanding on a pro forma as adjusted basis.

Dilution is determined by subtracting pro formaas adjusted net tangible book value per share from the assumed offering price of $1.08 per common share, whichis the last reported sale price of our common share on Nasdaq on December 1, 2025, and after deducting the underwriter’s feesand estimated offering expenses payable by us.

Without taking into account any other changes in net tangible bookvalue after August 31, 2025 other than to give effect to the Post-August 31, 2025 Events and the sale of the common shares offeredin this offering (and assuming the immediate exercise of any pre-funded warrants sold in this offering), at an assumed offering priceof $1.08, which is the reported sale price of our common share on Nasdaq on December 1, 2025, after deducting the underwriter’sfees and estimated offering expenses payable by us and assuming the sales of all of the securities we are offering, our pro forma as adjustednet tangible book value as of August 31, 2025 would have been approximately $14.9 million, or $1.20 per common share (or $16.0 millionor $1.19 per common share, if the over-allotment option is exercised in full). This represents an immediate decrease in net tangible bookvalue of $0.39 per common share to the existing shareholders (or $0.40 if the over-allotment option is exercised in full) and animmediate anti-dilution in net tangible book value of $0.12 per common share to investors purchasing securities in this offering (or $0.11if the over-allotment option is exercised in full). The following table illustrates such dilution: The following table (which excludesthe exercise of the over-allotment option) illustrates that there is no dilution in net tangible book value on a pro forma as adjustedbasis for investors participating in this offering:

The pro forma as adjusted information is illustrativeonly, and we will adjust this information based on the actual offering price and other terms of this offering determined at pricing. Thetables and discussion above are based on a total of 5,008,735 common shares issued and outstanding as of December 1, 2025.

To the extent that we issue additional commonshares in the future, there could be dilution to new investors participating in this offering.

MANAGEMENT’S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF OPERATIONS

Our discussion and analysis of the financial conditionand results of operations for the fiscal years ended August 31, 2025 and 2024 is included in Exhibit 99.2 to our report on Form 6-K filedon November 28, 2025 and is incorporated herein by reference. Our discussion of results of operations for the year Ended August 31, 2024as compared to the year ended August 31, 2023 is included in Item 5 of our annual report on Form 20-F filed on November 28, 2025 and isincorporated herein by reference.

We incorporate by reference into this prospectus the information describingour directors and officers set out in our annual report for the year ended August 31, 2025 filed on Form 20-F with the SEC on November 28, 2025. Such information includes the composition of our board and various committees thereof, the business experience of our directorsand officers, compensation paid to our directors and officers, family relationships, term of office, involvement in certain legal proceedings,director independence and ourcode of business conduct and ethics.

The following table sets forth certain informationregarding the beneficial ownership of our common shares as of December 1, 2025 by (a) all our directors; (b) all our executive officers,and (c) all our executive officers and directors as a group. We do not know of any person who beneficially owns 5% or more of our outstandingcommon shares. Except as otherwise indicated, all persons listed below have (i) sole voting power and investment power with respect totheir common shares, except to the extent that authority is shared by spouses under applicable law, and (ii) record and beneficial ownershipwith respect to their common shares.

The information as to shares beneficially owned,not being within our knowledge, has been furnished by each of our officers and directors, all directors and executive officers as a group,and each person who is known to us to own beneficially more than 5% of our common shares.

As of December 1, 2025, there were 35 holdersof record of our common shares in the United States including CEDE & Co., which is a nominee of the Depository Trust Company.

Our common shares are recorded in registered formon the books of our transfer agent, Odyssey Transfer and Trust Company, located at 2155 Woodland Drive, Suite 100, Woodbury, MN, 55125.

Our common shares begantrading on the Nasdaq Capital Market in November 2020 under the symbol “VMAR”. The following table sets out the high and lowclosing price for our securities (rounded to the nearest whole cent) in each completed fiscal quarter since September 1, 2023 as quotedon the Nasdaq Stock Market:

As of December 1, 2025, the last reported saleprice of our common share on the Nasdaq Capital Market was $1.08 per share. The market for our common shares is limited and may becomevolatile and sporadic.

There is no market for our pre-funded warrants,and we do not intend to apply for or create any such market for such pre-funded warrants.

As of December 1, 2025, the registrar and transferagent for our common shares reported that there were 5,008,735 common shares issued and outstanding. 4,968,994 of our common shares wereregistered to residents of the United States, including 4,858,184shares registered to CEDE & Co., which is a nomineeof the Depository Trust Company.

We have not declared any common share dividendsto date. We have no present intention of paying any cash dividends on our common shares in the foreseeable future, as we intend to useearnings, if any, to generate growth. The payment by us of dividends, if any, in the future, is within the discretion of our Board ofDirectors and will depend upon, among other things, our earnings, capital requirements and financial condition, as well as other relevantfactors. There are no material restrictions in our Articles of Incorporation and By-laws that restrict us from declaring dividends.

Our Articles of Incorporation provides that ourauthorized capital consists of two (2) classes of shares, being an unlimited number of common shares without par value, issuablein four series, of which an unlimited number are designated as Voting Common Shares - Series Founder, an unlimitednumber are designated as Voting Common Shares - Series Investor 1, an unlimited number are designated as Voting CommonShares - Series Investor 2 and an unlimited number are designated as Non-Voting Common Shares, and we are also authorizedto issue an unlimited number of preferred shares without par value, in one (1) or more series, each series to consist of such numberof shares as may before issuance thereof be determined by the directors.

Our Voting Common Shares, subject to the BusinessCorporations Act, are entitled to the following rights, privileges, restrictions and conditions attaching to our Voting Common Shares:

Our Non-Voting Common Shares, subject to the BusinessCorporations Act, are entitled to the following rights, privileges, restrictions and conditions attaching to our Non-Voting Common Shares:

The directors of the Corporation may at any timeand from time to time issue the Preferred Shares in one (1) or more series, each series to consist of such number of shares as maybefore issuance thereof be determined by the directors, with such designation, rights, restrictions, conditions and limitations to attachto the Preferred Shares as the directors of the Corporation may determine.

By certificate of amendment dated December 13,2023, the Corporation created the Series A Convertible Preferred (the “Series A Preferred Shares”). No Series APreferred Shares are currently outstanding. The terms of the Series A Preferred Shares are set out in the section entitled “Articlesof Incorporation of Our Company.”

By certificate of amendment dated January 15,2024, the Corporation created the Series B Convertible Preferred (the “Series B Preferred Shares”). No Series BPreferred Shares are currently outstanding. The terms of the Series B Preferred Shares are set out in the section entitled “Articlesof Incorporation of Our Company.”

Our company was incorporated under the laws ofthe Province of Quebec, Canada on August 27, 2012, under the name Riopel Marine, Inc. We amended our Articles of Incorporation on April22, 2020, to change our name to Vision Marine Technologies Inc. We amended our Articles of Incorporation on September 30, 2022, to createa new class of preferred shares., (ii) on December 13, 2023, to create the Series A Convertible Preferred Shares (the “Series APreferred Shares”), and (ii) on December 13, 2023, to create the Series B Convertible Preferred Shares (the “Series B PreferredShares”). The following is a description of certain sections of our Articles of Incorporation as amended.

Our directors are entitled to the remunerationfor acting as directors as the directors may from time to time determine. Unless otherwise provided for in a unanimous shareholder’sagreement, the Board fixes, from time to time, by resolution, the remuneration of the directors. In addition, the Board, may, by resolution,grant special compensation to a director who performs a specific or additional mandate on our behalf. Directors also have the right tobe reimbursed for travel expenses and all reasonable costs and expenses incurred in the exercise of their duties.

Our Articles of Incorporation provide for a minimumof one and a maximum of ten directors. The Board is composed of the fixed number of directors, between these minimum and maximum numbers,determined by resolution of the Board, or failing that by shareholder resolution. An amendment to the Articles of Incorporation whichreduces the number of directors does not end the mandate of the directors in office.

Our directors are elected each year at the annualshareholder’s meeting. The election of a director is made by plurality of votes; the candidates who collect the greatest numberof votes are elected in descending order, up to the number of positions to be filled. Our Articles of Incorporation provide that the Boardmay, between annual meetings, appoint one or more additional directors to serve until the next annual meeting, but the number of additionaldirectors must not at any time exceed the fixed or maximum number of directors provided for by the Articles of Incorporation.

Our directors may from time to time on behalfof our company, without shareholder approval:

Our Articles of Incorporation provides that ourauthorized capital consists of two (2) classes of shares, being an unlimited number of common shares without par value, issuablein four series, of which an unlimited number are designated as Voting Common Shares - Series Founder, an unlimitednumber are designated as Voting Common Shares - Series Investor 1, an unlimited number are designated as Voting CommonShares - Series Investor 2 and an unlimited number are designated as Non-Voting Common Shares, and we are also authorizedto issue an unlimited number of preferred shares without par value, in one (1) or more series, each series to consist of such numberof shares as may be determined by the board of directors before issuance thereof.

Our Voting Common Shares, subject to the BusinessCorporations Act, are entitled to the following rights, privileges, restrictions and conditions attaching to our Voting Common Shares:

Our Non-Voting Common Shares, subject to the BusinessCorporations Act, are entitled to the following rights, privileges, restrictions and conditions attaching to our Non-Voting Common Shares:

Our directors may at any time and from time to time issue the PreferredShares in one (1) or more series, each series to consist of such number of shares as may before issuance thereof be determined by thedirectors, with such designation, rights, restrictions, conditions and limitations to attach to the Preferred Shares as our directorsmay determine.

By certificate of amendment dated December 13,2023, the Corporation created the Series A Convertible Preferred (the “Series A Preferred Shares”). Pursuant to a privateplacement which closed on December 21, 2023, the Series A Preferred Shares were limited to 6,000 shares in total and each Series A preferredshare had a stated Value equal to $1,000. Holders of the Series A Preferred Shares are not entitled to receive any dividends, howeveras long as any Series A Preferred Shares remain outstanding, the Corporation is prohibited from declaring any dividends or making anydistributions on any securities junior to the Series A Preferred Shares.

The Series A Preferred Shares have no voting rightsexcept if the Corporation proposes to (i) alter or adversely change the prior preferences given to the Series A Preferred Shares, (ii)authorize or create any class of shares ranking as to dividends, redemption or distribution any rights senior to or pari-passu with theSeries A Preferred Shares, (iv) increase the number of authorized preferred shares, or (v) enter into any agreement with respect to anyof the foregoing.

Upon liquidation, dissolution or winding-up ofthe Corporation, holders of Series A Preferred Shares would be entitled to receive, an amount equal to the stated value plus accrued andunpaid dividends thereon and such payments would be made before any distribution or payment is made to the holders of any junior securities.

Each Series A Preferred Share is convertible,at any time and from time to time, after they are issued, at the option of the holder into that number of Common Shares determined bydividing the stated value of such Series A Preferred Shares by the conversion price. The conversion price shall be equal to $1,417.50subject to any adjustments otherwise provided in the articles of amendment. However, the conversion price in connection with a forcedconversion would be the lesser of the then price and 80% of the average VWAP during the five trading days ending on and including theforced conversion date. In no event, shall the conversion price be less than $405.00, subject to adjustment.

The Series A Preferred Shares are subject to aforced conversion on the one-year anniversary date of original issue pursuant to which the Corporation shall deliver a written noticeto all holders of Series A Preferred Shares to cause each holder to convert all or part of such holder’s Series A Preferred Sharesplus all liquidated damage and other amounts due in respect of the Series A Preferred Shares.

The Series A Preferred Shares also contain a numberof negative covenants that prevent the Corporation for taking various actions which would adversely affect any rights of the holders ofSeries A Preferred Shares including, without limitation, (i) amending its charter documents,(ii) repurchasing or offering to dividendsor distributions on junior securities of the Corporation, or (iv) enter into any agreements with respect to any of the foregoing.

The Corporation also has the right to redeem allbut not less than all of the stated value of the Series A Preferred Shares then outstanding in cash at a price equal to 120% of the statedvalue being redeemed as of the redemption date. The Series A Preferred Shares also have adjustment mechanisms in order to insure thatupon any splits or reverse splits any appropriate adjustment shall be made to the conversion price and to the number of common sharesand contain specific adjustments for any equity sales which are issued below the then set price.

By certificate of amendment dated January 15,2024, the Corporation created the Series B Convertible Preferred (the “Series B Preferred Shares”). Pursuant to a privateplacement which closed on January 19, 2024, the Series B Preferred Shares were limited to 3,000 shares in total and each Series B preferredshare had a stated Value equal to $1,000. Holders of the Series B Preferred Shares are not entitled to receive any dividends, howeveras long as any Series B Preferred Shares remain outstanding, the Corporation is prohibited from declaring any dividends or making anydistributions on any securities junior to the Series B Preferred Shares.

The Series B Preferred Shares have no voting rightsexcept if the Corporation proposes to (i) alter or adversely change the prior preferences given to the Series B Preferred Shares, (ii)authorize or create any class of shares ranking as to dividends, redemption or distribution any rights senior to or pari-passu with theSeries B Preferred Shares, (iv) increase the number of authorized preferred shares, or (v) enter into any agreement with respect to anyof the foregoing.

Upon liquidation, dissolution or winding-up ofthe Corporation, holders of Series B Preferred Shares would be entitled to receive, an amount equal to the stated value plus accrued andunpaid dividends thereon and such payments would be made before any distribution or payment is made to the holders of any junior securities.

Each Series B Preferred Share is convertible,at any time and from time to time, after they are issued, at the option of the holder into that number of Common Shares determined bydividing the stated value of such Series B Preferred Shares by the conversion price. The conversion price shall be equal to $1,417.50subject to any adjustments otherwise provided in the articles of amendment. However, the conversion price in connection with a forcedconversion would be the lesser of the then price and 80% of the average VWAP during the five trading days ending on and including theforced conversion date. In no event, shall the conversion price be less than $405.00, subject to adjustment.

The Series B Preferred Shares are subject to aforced conversion on the one-year anniversary date of original issue pursuant to which the Corporation shall deliver a written noticeto all holders of Series B Preferred Shares to cause each holder to convert all or part of such holder’s Series B Preferred Sharesplus all liquidated damage and other amounts due in respect of the Series B Preferred Shares.

The Series B Preferred Shares also contain a numberof negative covenants that prevent the Corporation for taking various actions which would adversely affect any rights of the holders ofSeries B Preferred Shares including, without limitation, (i) amending its charter documents,(ii) repurchasing or offering to repurchaseor otherwise require more than a de minimus number of common shares, (iii) pay cash dividends or distributions on junior securities ofthe Corporation, or (iv) enter into any agreements with respect to any of the foregoing.

We also have the right to redeem all but not lessthan all of the stated value of the Series B Preferred Shares then outstanding in cash at a price equal to 120% of the stated value beingredeemed as of the redemption date. The Series B Preferred Shares also have adjustment mechanisms in order to insure that upon any splitsor reverse splits any appropriate adjustment shall be made to the conversion price and to the number of common shares and contain specificadjustments for any equity sales which are issued below the then set price.

The Business Corporations Act provides that: (i)we must hold an annual meeting of shareholders; if necessary, we can hold one or more special shareholder’s meetings; (ii) shareholdersmeeting may be held in Quebec, in any place chosen by the Board, or may be held at a location outside Quebec if the articles allow it,or if all the shareholders entitled to vote agree; (iii) an annual meeting must be held within 15 months of the previous annual meeting;(iv) the Board may at any time call a special meeting; (v) shareholders holding at least 10% of the shares giving the right to vote atthe special meeting requested to be convened may, by means of a notice, request the Board to convene a special meeting for the purposesset out in their request.

Vision Marine Technologies Inc. is incorporatedpursuant to the laws of the Province of Quebec, Canada. There is no law or governmental decree or regulation in Canada that restrictsthe export or import of capital, or affects the remittance of dividends, interest or other payments to a non-resident holder of commonshares, other than withholding tax requirements. Any such remittances to United States residents are generally subject to withholdingtax, however no such remittances are likely in the foreseeable future. See “Certain Canadian Federal Income Tax Considerations ForNon-Canadian Holders,” below.

There is no limitation imposed by Canadian lawor by the charter or other constituent documents of our company on the right of a non-resident to hold or vote common shares of our company.However, the Investment Canada Act (Canada) (the “Investment Act”) has rules regarding certain acquisitionsof shares by non-residents, along with other requirements under that legislation.

The following discussion summarizes the principalfeatures of the Investment Act for a non-resident who proposes to acquire common shares of our company. The discussion is general only;it is not a substitute for independent legal advice from an investor’s own advisor; and it does not anticipate statutory or regulatoryamendments.

The Investment Act is a federal statute of broadapplication regulating the establishment and acquisition of Canadian businesses by non-Canadians, including individuals, governments oragencies thereof, corporations, partnerships, trusts or joint ventures (each an “entity”). Investments by non-Canadians toacquire control over existing Canadian businesses or to establish new ones are either reviewable or notifiable under the Investment Act.If an investment by a non-Canadian to acquire control over an existing Canadian business is reviewable under the Investment Act, the InvestmentAct generally prohibits implementation of the investment unless, after review, the Minister of Innovation, Science and Economic Development(the “Minister”), is satisfied that the investment is likely to be of net benefit to Canada.

A non-Canadian would acquire control of our companyfor the purposes of the Investment Act through the acquisition of common shares if the non-Canadian acquired a majority of the commonshares of our company.

Further, the acquisition of less than a majoritybut one-third or more of the common shares of our company would be presumed to be an acquisition of control of our company unless it couldbe established that, on the acquisition, our company was not controlled in fact by the acquirer through the ownership of common shares.

For a direct acquisition that would result inan acquisition of control of our company, subject to the exception for “WTO-investors” that are controlled by persons whoare resident in World Trade Organization (“WTO”) member nations, a proposed investment would be reviewable where the valueof the acquired assets is $5 million or more, or if an order for review was made by the federal cabinet on the grounds that the investmentrelated to Canada’s cultural heritage or national identity, where the value of the acquired assets is less than $5 million.

For a proposed indirect acquisition by an investorother than a so-called WTO investor that would result in an acquisition of control of our company through the acquisition of a non-Canadianparent entity, the investment would be reviewable where the value of the assets of the entity carrying on the Canadian business, and ofall other entities in Canada, the control of which is acquired, directly or indirectly is $50 million or more. The threshold is reducedto $5 million or more for a direct acquisition of control of the company by a non-WTO investor.

In the case of a direct acquisition by or froma “WTO investor”, the threshold is significantly higher. An investment in common shares of our company by a WTO investor wouldbe reviewable only if it was an investment to acquire control of the company and the enterprise value of the assets of the company wasequal to or greater than a specified amount, which is published by the Minister after its determination for any particular year.This amount is currently $1.386 billion (unless the WTO member is party to one of a list of certain free trade agreements, in which casethe amount is currently $2.079 billion); since January 1, 2019, both thresholds are adjusted annually by a GDP (Gross Domestic Product)based index.

The higher WTO threshold for direct investmentsand the exemption for indirect investments do not apply where the relevant Canadian business is carrying on a “cultural business”.The acquisition of a Canadian business that is a “cultural business” is subject to lower review thresholds under the InvestmentAct because of the perceived sensitivity of the cultural sector.

In 2009 and 2024, important amendments were enactedto the Investment Act concerning investments that may be considered injurious to national security. If the Minister has reasonable groundsto believe that an investment by a non-Canadian “could be injurious to national security,” the Minister may send the non-Canadiana notice indicating that an order for review of the investment may be made. The review of an investment on the grounds of national securitymay occur whether or not an investment is otherwise subject to review on the basis of net benefit to Canada or otherwise subject to notificationunder the Investment Act. To date, there is neither legislation nor guidelines published, or anticipated to be published, on the meaningof “injurious to national security.” Discussions with government officials suggest that very few investment proposals willcause a review under these new sections. In 2016, 2021 and 2025, the government of Canada released a set of guidelines for the nationalsecurity review process. The guidelines state that, in assessing a proposed investment under the national security provisions of the InvestmentAct, the nature of the asset or business activities and the parties, including the potential for third party influence, involved in thetransaction will be considered. The guidelines also provide a list of factors that may be taken into account to determine whether a reviewof an investment on national security grounds will be conducted.

Certain transactions, except those to which thenational security provisions of the Investment Act may apply, relating to common shares of our company are exempt from the InvestmentAct, including:

The following summary describes, as of the datehereof, the material Canadian federal income tax considerations generally applicable to a purchaser who acquires, as a beneficial owner,the offered securities pursuant to this offering and who, at all relevant times, for the purposes of the application of the IncomeTax Act (Canada) and the Income Tax Regulations, or, collectively, the Canadian Tax Act, (1) is not, and is not deemed tobe, resident in Canada for purposes of the Canadian Tax Act and any applicable income tax treaty or convention; (2) deals at arm’slength with us; (3) is not affiliated with us; (4) does not use or hold, and is not deemed to use or hold, the offered securitiesin a business carried on in Canada; (5) has not entered into, with respect to our offered securities, a “derivative forwardagreement” as that term is defined in the Canadian Tax Act and (6) holds the offered securities as capital property (a “Non-Canadian Holder”).Special rules, which are not discussed in this summary, may apply to a Non-Canadian Holder that is an insurer carrying on aninsurance business in Canada and elsewhere.

This summary is based on the current provisionsof the Canadian Tax Act, and an understanding of the current administrative policies of the Canada Revenue Agency published in writingprior to the date hereof. This summary takes into account all specific proposals to amend the Canadian Tax Act and the Canada-United StatesTax Convention (1980), as amended, or the Canada-U.S. Tax Treaty, publicly announced by or on behalf of the Minister of Finance(Canada) prior to the date hereof the (“Proposed Amendments”) and assumes that all Proposed Amendments will be enacted inthe form proposed. However, no assurances can be given that the Proposed Amendments will be enacted as proposed, or at all. This summarydoes not otherwise take into account or anticipate any changes in law or administrative policy or assessing practice whether by legislative,regulatory, administrative or judicial action nor does it take into account tax legislation or considerations of any province, territoryor foreign jurisdiction, which may differ from those discussed herein.

This summary is of a general nature only and isnot intended to be, nor should it be construed to be, legal or tax advice to any particular Non-Canadian Holder and no representationwith respect to the Canadian federal income tax consequences to any particular Non-Canadian Holder or prospective Non-Canadian Holderis made. This summary is not exhaustive of all Canadian federal income tax considerations. Accordingly, prospective purchasers shouldconsult with their own tax advisors for advice with respect to their own particular circumstances.

Generally, for purposes of the Canadian Tax Act,all amounts relating to the acquisition, holding or disposition of the offered securities must be converted into Canadian dollars basedon the exchange rates as determined in accordance with the Canadian Tax Act. The amount of any dividends required to be included in theincome of, and capital gains or capital losses realized by, a Non-Canadian Holder may be affected by fluctuations in the Canadianexchange rate.

Dividends paid or credited on the common sharesor deemed to be paid or credited on the common shares to a Non-Canadian Holder will be subject to Canadian withholding tax at the rateof 25%, subject to any reduction in the rate of withholding to which the Non-Canadian Holder is entitled under any applicable income taxtreaty or convention between Canada and the country in which the Non-Canadian Holder is resident. For example, under the Canada-U.S. TaxTreaty, where dividends on the common shares are considered to be paid to or derived by a Non-Canadian Holder that is the beneficial ownerof the dividends and a U.S. resident for the purposes of, and is entitled to benefits of, the Canada-U.S. Tax Treaty, the applicable rateof Canadian withholding tax is generally reduced to 15% (or 5% in the case of a U.S. Holder that is a corporation beneficially owningat least 10% of all of the issued voting shares). We will be required to withhold the applicable withholding tax from any dividend andremit it to the Canadian government for the Non-Canadian Holder’s account. Non-Canadian Holders are urged to consult theirown tax advisors to determine their entitlement to relief under an applicable income tax treaty.

A Non-Canadian Holder will not be subject to taxunder the Canadian Tax Act on any capital gain realized on a disposition or deemed disposition of an offered security, nor will capitallosses arising therefrom be recognized under the Canadian Tax Act, unless (i) the offered securities are “taxable Canadianproperty” to the Non-Canadian Holder for purposes of the Canadian Tax Act at the time of disposition; and (ii) the Non-CanadianHolder is not entitled to relief under an applicable income tax treaty or convention between Canada and the country in which the Non-CanadianHolder is resident.

Generally, the offered securities will not constitute “taxable Canadian property” to a Non-Canadian Holder at a particular time provided that the offered securities are listedat that time on a “designated stock exchange” (as defined in the Canadian Tax Act), which includes Nasdaq unless at any particulartime during the 60-month period that ends at that time:

Notwithstanding the foregoing, in certain circumstances,offered securities could be deemed to be “taxable Canadian property.”

A Non-Canadian Holder’s capital gain (orcapital loss) of a disposition or deemed disposition of the offered securities that constitute or are deemed to constitute taxable Canadianproperty (and are not “treaty-protected property” as defined in the Canadian Tax Act) generally will be computed and taxedas though the Non-Canadian Holder were a resident of Canada for purposes of the Canadian Tax Act. Such Non-Canadian Holder may be requiredto report the disposition or deemed disposition of offered securities by filing a tax return in accordance with the Canadian Tax Act. Non-CanadianHolders whose offered securities may be taxable Canadian property should consult their own tax advisors regarding the tax and complianceconsiderations that may be relevant to them. The proceeds of disposition payable by the purchaser to the Non-Canadian Holder may be subjectto a mandatory withholding equal to 25% of such proceeds if the Non-Canadian Holder does not provide the purchaser with a proper certificateissued by the Canadian tax authorities.

The following discussion is a summary of UnitedStates federal income tax considerations relating to the ownership and disposition of the offered securities by a U.S. holder (as definedbelow) that holds offered securities as “capital assets” (generally, property held for investment) under the United StatesInternal Revenue Code of 1986, as amended (the “Code”). This discussion is based upon existing United States federal incometax law, which is subject to differing interpretations and may be changed, possibly with retroactive effect. No ruling has been soughtfrom the Internal Revenue Service (the “IRS”) with respect to any United States federal income tax consequences describedbelow, and there can be no assurance that the IRS or a court will not take a contrary position. This discussion does not address all aspectsof United States federal income taxation that may be important to particular investors in light of their individual circumstances, includinginvestors subject to special tax rules (for example, banks or other financial institutions, insurance companies, broker-dealers,pension plans, cooperatives, traders in securities that have elected the mark-to-market method of accounting for their securities, partnershipsand their partners, regulated investment companies, real estate investment trusts, and tax-exempt organizations (including private foundations)),holders who are not U.S. holders, holders who own (directly, indirectly, or constructively) 10% or more of our voting shares, holderswho will hold offered securities as part of a straddle, hedge, conversion, constructive sale, or other integrated transaction for UnitedStates federal income tax purposes, or investors that have a functional currency other than the United States dollar, all of whom maybe subject to tax rules that differ significantly from those summarized below. In addition, this discussion does not discuss anynon-United States, alternative minimum tax, state, or local tax considerations, or the Medicare tax on net investment income. Each U.S.holder is urged to consult its tax advisors regarding the United States federal, state, local, and non-United States income and othertax considerations with respect to the ownership and disposition of the offered securities.

For purposes of this discussion, a “U.S.holder” is a beneficial owner of offered securities that is, for United States federal income tax purposes, (i) an individualwho is a citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for United Statesfederal income tax purposes) created in, or organized under the laws of, the United States or any state thereof or the District of Columbia,(iii) an estate the income of which is subject to United States federal income taxation regardless of its source, or (iv) atrust (A) the administration of which is subject to the primary supervision of a United States court and which has one or more UnitedStates persons who have the authority to control all substantial decisions of the trust or (B) that has otherwise elected to be treatedas a United States person under applicable United States Treasury regulations.

If a partnership (or other entity treated as apartnership for United States federal income tax purposes) is a beneficial owner of offered securities, the tax treatment of a partnerin the partnership will generally depend upon the status of the partner and the activities of the partnership. Partnerships holding offeredsecurities and partners in such partnerships are urged to consult their tax advisors as to the particular United States federal incometax consequences of an investment in the offered securities.

A non-United States corporation, such as our company,will be a “passive foreign investment company,” or “PFIC,” for United States federal income tax purposes, if,in any particular taxable year, either (i) 75% or more of its gross income for such year consists of certain types of “passive”income or (ii) 50% or more of the average quarterly value of its assets (as determined on the basis of fair market value) duringsuch year produce or are held for the production of passive income. For this purpose, cash is categorized as a passive asset andthe company’s unbooked intangibles associated with active business activities may generally be classified as active assets. Passiveincome generally includes, among other things, dividends, interest, rents, royalties, and gains from the disposition of passive assets.We will be treated as owning a proportionate share of the assets and earning a proportionate share of the income of any other corporationin which we own, directly or indirectly, at least 25% (by value) of the stock.

The discussion below under “Dividends”and “Sale or Other Disposition of Offered Securities” is written on the basis that we will not be or become a PFIC for UnitedStates federal income tax purposes. The United States federal income tax rules that apply if we are a PFIC for the current taxable yearor any subsequent taxable year are generally discussed below under “Passive Foreign Investment Company Rules.”

Subject to the PFIC rules discussed below,any cash distributions (including the amount of any tax withheld) paid on our common shares out of our current or accumulated earningsand profits, as determined under United States federal income tax principles, will generally be includible in the gross income of a U.S.holder as dividend income on the day actually or constructively received by the U.S. holder. Because we do not intend to determine ourearnings and profits on the basis of United States federal income tax principles, any distribution paid will generally be reported asa “dividend” for United States federal income tax purposes. A non-corporate recipient of dividend income will generally besubject to tax on dividend income from a “qualified foreign corporation” at a reduced United States federal tax rate ratherthan the marginal tax rates generally applicable to ordinary income provided that certain holding period requirements are met.

Dividends received by certain non-corporate U.S.Holders (including individuals) may be “qualified dividend income,” which is taxed at the lower applicable capital gains rate,provided that (1) our common shares are readily tradable on an established securities market in the United States, (2) we areneither a passive foreign investment company (as discussed below) nor treated as such with respect to the U.S. Holder for our taxable yearin which the dividend is paid or the preceding taxable year, (3) the U.S. Holder satisfies certain holding period requirements,and (4) the U.S. Holder is not under an obligation to make related payments with respect to positions in substantially similar orrelated property. Under IRS authority, common shares generally are considered for purposes of clause (1) above to be readily tradableon an established securities market in the United States if they are listed on the Nasdaq Capital Market, as our common shares are expectedto be. U.S. Holders should consult their own tax advisors regarding the availability of the lower rate for dividends paid with respectto our common shares.

Subject to the PFIC rules discussed below,a U.S. holder will generally recognize capital gain or loss upon the sale or other disposition of offered securities in an amount equalto the difference between the amount realized upon the disposition and the U.S. holder’s adjusted tax basis in such offered securities.Any capital gain or loss will be long-term if the offered securities have been held for more than one year and will generally beUnited States source gain or loss for United States foreign tax credit purposes. Long-term capital gain of non-corporate U.S. holdersis generally eligible for a reduced rate of taxation. The deductibility of a capital loss may be subject to limitations. U.S. holdersare advised to consult its tax advisors regarding the tax consequences if a foreign tax is imposed on a disposition of the offered securities.

If we are a PFIC for any taxable year duringwhich a U.S. holder holds our common shares, and unless the U.S. holder makes a mark-to-market election (as described below), the U.S.holder will generally be subject to special tax rules that have a penalizing effect, regardless of whether we remain a PFIC, forsubsequent taxable years, on (i) any excess distribution that we make to the U.S. holder (which generally means any distributionpaid during a taxable year to a U.S. holder that is greater than 125% of the average annual distributions paid in the three precedingtaxable years or, if shorter, the U.S. holder’s holding period for the common shares), and (ii) any gain realized on thesale or other disposition, including, under certain circumstances, a pledge, of common shares. Under the PFIC rules:

If we are a PFIC for any taxable year duringwhich a U.S. holder holds our common shares and any of our non-United States subsidiaries is also a PFIC, such U.S. holder would be treatedas owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application of these rules. U.S.holders are advised to consult their tax advisors regarding the application of the PFIC rules to any of our subsidiaries.

As an alternative to the foregoing rules, a U.S.holder of “marketable stock” in a PFIC may make a mark-to-market election. Since we plan to have our common shares listedon the Nasdaq, and provided that the common shares will be regularly traded on the Nasdaq, a U.S. holder holds common shares will be eligibleto make a mark-to-market election if we are or were to become a PFIC. If a mark-to-market election is made, the U.S. holder will generally(i) include as ordinary income for each taxable year that we are a PFIC the excess, if any, of the fair market value of commonshares held at the end of the taxable year over the adjusted tax basis of such common shares and (ii) deduct as an ordinaryloss the excess, if any, of the adjusted tax basis of the common shares over the fair market value of such common shares held at the endof the taxable year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election.The U.S. holder’s adjusted tax basis in the common shares would be adjusted to reflect any income or loss resulting from the mark-to-marketelection. If a U.S. holder makes an effective mark-to-market election, in each year that we are a PFIC any gain recognized uponthe sale or other disposition of the common shares will be treated as ordinary income and loss will be treated as ordinary loss, but onlyto the extent of the net amount previously included in income as a result of the mark-to-market election. If a U.S. holder makes a mark-to-marketelection it will be effective for the taxable year for which the election is made and all subsequent taxable years unless thecommon shares are no longer regularly traded on a qualified exchange or the Internal Revenue Service consents to the revocation of theelection.

If a U.S. holder makes a mark-to-market electionin respect of a PFIC and such corporation ceases to be a PFIC, the U.S. holder will not be required to take into account the mark-to-marketgain or loss described above during any period that such corporation is not a PFIC.

Because a mark-to-market election cannot be madefor any lower-tier PFICs that a PFIC may own, a U.S. holder who makes a mark-to-market election with respect to our common shares maycontinue to be subject to the general PFIC rules with respect to such U.S. holder’s indirect interest in any of our non-UnitedStates subsidiaries if any of them is a PFIC.

We do not intend to provide information necessaryfor U.S. holders to make qualified electing fund elections, which, if available, would result in tax treatment different from the generaltax treatment for PFICs described above.

Dividends that we pay on our common shares willnot be eligible for the reduced tax rate that applies to qualified dividend income if we are a PFIC for the taxable year in whichthe dividend is paid or the preceding taxable year. In addition, if a U.S. holder owns our common shares during any taxable yearthat we are a PFIC, such holder would generally be required to file an annual IRS Form 8621. Each U.S. holder is advised to consultits tax advisors regarding the potential tax consequences to such holder if we are or become a PFIC, including the possibility of makinga mark-

Although not free from doubt, a pre-funded warrantshould be treated as a share of our common shares for U.S. federal income tax purposes, and a holder of pre-funded warrants should generallybe taxed in the same manner as a holder of common shares, as described below. Accordingly, no gain or loss should be recognized (otherthan with respect to cash paid in lieu of a fractional share) upon the exercise of a pre-funded warrant (except in the case of a cashlessexercise, the treatment of which for U.S. federal income tax purposes is not clear) and, upon exercise, the holding period of a pre-fundedwarrant should carry over to the share of common shares received. Similarly, the tax basis of the pre-funded warrant should carry overto the share of common shares received upon exercise, increased by the exercise price of C$0.001. The discussion below assumes the characterizationdescribed above is respected for U.S. federal income tax purposes. Holders should consult their tax advisors regarding the risks associatedwith the acquisition of pre-funded warrants pursuant to this offering (including alternative characterizations).

Certain U.S. holders may be required to reportinformation to the IRS relating to an interest in “specified foreign financial assets,” including shares issued by a non-UnitedStates corporation, for any year in which the aggregate value of all specified foreign financial assets exceeds $50,000 (or a higherdollar amount prescribed by the IRS), subject to certain exceptions (including an exception for shares held in custodial accounts maintainedwith a United States financial institution). These rules also impose penalties if a U.S. holder is required to submit such informationto the IRS and fails to do so.

In addition, U.S. holders may be subject to informationreporting to the IRS with respect to dividends on and proceeds from the sale or other disposition of the offered securities. Each U.S.holder is advised to consult with its tax advisor regarding the application of the United States information reporting rules to theirparticular circumstances.

THE DISCUSSION ABOVE IS A GENERAL SUMMARY.IT DOES NOT COVER ALL TAX MATTERS THAT MAY BE IMPORTANT TO YOU. EACH PROSPECTIVE PURCHASER SHOULD CONSULT ITS OWN TAX ADVISOR ABOUTTHE TAX CONSEQUENCES OF AN INVESTMENT IN THE OFFERED SECURITIES UNDER THE INVESTOR’S OWN CIRCUMSTANCES.

The following is a summary of our share capital.This summary is not complete and you should review our Articles of Incorporation and the Modifications to Certificate, each of which isincorporated by reference as an exhibit to the registration statement of which this prospectus is a part, for a complete description ofthe terms and conditions applicable to the below share capital.

The description of our common shares under thesection “Articles of Incorporation of our Company” in this prospectus is incorporated herein by reference.

The following is a summary of our common sharesand the pre-funded warrants. You should review the underwriting agreement, our Articles of Incorporation, the Modification to Certificateand the form of the pre-funded warrant, each of which is filed as an exhibit to the registration statement of which this prospectus isa part, for a complete description of the terms and conditions applicable to our common shares and pre-funded warrants.

The description of our common shares under thesection “Articles of Incorporation of our Company” in this prospectus is incorporated herein by reference.

Our Articles of Incorporation permit the issuanceof an unlimited number of Common shares, and holders of common shares have no pre-emptive or conversion or exchange right or other subscriptionrights in connection with such further issuance. Under our Articles of Incorporation, the authorized share capital of the Company is comprisedof two (2) classes of shares, being: (a) an unlimited number of common shares without par value, issuable in four series, ofwhich (i) an unlimited number are designated as voting common shares - series founder, (ii) an unlimited numberare designated as voting common shares - series investor 1, (iii) an unlimited number are designated as voting commonshares - series investor 2 and (iv) an unlimited number are designated as non-voting common shares, and (b) anunlimited number of preferred shares without par value, in one (1) or more series, each series to consist of such number of sharesas may before issuance thereof be determined by the directors.

The common shares offered herein, subject to theBusiness Corporations Act, are entitled to vote at every shareholders’ meeting and receive a notice of meeting; each shareholderhas one vote per share during the meeting.

The term “pre-funded” refers to thefact that the purchase price of the pre-funded warrants in this offering includes almost the entire exercise price that will be paid underthe pre-funded warrants, except for a nominal remaining exercise price of C$0.001. The purpose of the pre-funded warrants is to enableinvestors that may have restrictions on their ability to beneficially own more than 4.99% (or, at the election of such purchaser, 9.99%)of our outstanding common shares following the consummation of this offering the opportunity to invest capital into the Company withouttriggering their ownership restrictions, by receiving pre-funded warrants in lieu of common shares which would result in such ownershipof more than 4.99% or 9.99%, as applicable, and receiving the ability to exercise their option to purchase the shares underlying the pre-fundedwarrants at a nominal price at a later date.

The following is a brief summary of certain termsand conditions of the pre-funded warrants being offered by us. The following description is subject in all respects to the provisionscontained in the form of pre-funded warrants, the form of which is being filed as an exhibit to the registration statement of which thisprospectus forms a part.

The exercise price of each pre-funded warrantsis equal to the offering price of each common share sold in this offering, of which all but C$0.001, the remaining nominal exercise price,has been paid. The exercise price is subject to appropriate adjustment in the event of certain stock dividends and distributions, stocksplits, stock combinations, reclassifications or similar events affecting our common shares and also upon any distributions of assets,including cash, stock or other property to our shareholders.

The pre-funded warrants are exercisable at anytime after their original issuance and until exercised in full. The pre-funded warrants will be exercisable, at the option of each holder,in whole or in part by delivering to us a duly executed exercise notice and by payment in full of the exercise price in immediately availablefunds for the number of common shares purchased upon such exercise. As an alternative to payment in immediately available funds, the holdermay elect to exercise the pre-funded warrant through a cashless exercise, in which the holder would receive upon such exercise the netnumber of common shares determined according to the formula set forth in the pre-funded warrant. No fractional common shares will be issuedin connection with the exercise of a pre-funded warrant.

The pre-funded warrants may not be exercised bythe holder to the extent that the holder, together with its affiliates, would beneficially own, after such exercise more than 4.99% ofthe common shares then outstanding (including for such purpose the common shares issuable upon such exercise). However, any holder mayincrease or decrease such beneficial ownership limitation upon notice to us, provided that such limitation cannot exceed 9.99%, and providedthat any increase in the beneficial ownership limitation shall not be effective until 61 days after such notice is delivered. Purchasersof pre-funded warrants in this offering may also elect prior to the issuance of the pre-funded warrants to have the initial exercise limitationset at 9.99% of our outstanding common shares.

Subject to applicable laws, the pre-funded warrantsmay be offered for sale, sold, transferred or assigned without our consent.

There is no established trading market for thepre-funded warrants. We do not intend to list the pre-funded warrants on any securities exchange or nationally recognized trading system.Without an active trading market, the liquidity of the pre-funded warrants will be limited.

In the event of a fundamental transaction, generallyincluding any reorganization, recapitalization or reclassification of our common shares, the sale, transfer or other disposition of allor substantially all of our properties or assets, our consolidation, merger, amalgamation or arrangement with or into another person,the acquisition of more than 50% of our outstanding common shares, or any person or group becoming the beneficial owner of 50% of thevoting power represented by our outstanding common shares, the holder shall have the right to receive, for each common share that wouldhave been issuable upon such exercise immediately prior to the occurrence of such fundamental transaction, the number of common shareof the successor or acquiring corporation or of us if we are the surviving corporation, and any additional consideration receivable asa result of such fundamental transaction by a holder of the number of common shares for which the pre-funded warrant was exercisable immediatelyprior to such fundamental transaction.

Except as otherwise provided in the pre-fundedwarrants or by virtue of such holder’s ownership of common shares, the holders of pre-funded warrants do not have the rights orprivileges of a holder of our common shares, including any voting rights, until the holder exercises the pre-funded warrant. The pre-fundedwarrants will provide that holders have the right to participate in distributions or dividends paid on our common shares.

We entered into an underwriting agreement, dated, , 2025, with ThinkEquity LLC, acting as the underwriter. Subject to the termsand conditions of the underwriting agreement, the underwriter has agreed to purchase, and we have agreed to sell to the underwriter, thenumber of common shares listed next to its name at the public offering price, less the underwriting discounts and commissions, in additionto pre-funded warrants as set forth on the cover page of this prospectus and common shares as indicated below:

The underwriting agreement provides that the obligationsof the underwriter to pay for and accept delivery of the common shares offered by this prospectus are subject to various conditions andrepresentations and warranties, including the approval of certain legal matters by its counsel and other conditions specified in the underwritingagreement. The common shares are offered by the underwriter, subject to prior sale, when, as and if issued to and accepted by the underwriter.The underwriter reserves the right to withdraw, cancel or modify the offer to the public and to reject orders in whole or in part. Theunderwriter is obligated to take and pay for all of the common shares offered by this prospectus if any such securities are taken.

We have agreed to indemnify the underwriter andcertain of its affiliates and controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of theExchange Act), among others, against specified liabilities, including liabilities under the Securities Act, and to contribute to paymentsthe underwriter may be required to make in respect thereof.

The underwriter proposes to offer the common shares directly to thepublic at the public offering prices set forth on the cover page of this prospectus. After the offering to the public, the offeringprices and other selling terms may be changed by the underwriter without changing the proceeds we will receive from the underwriter. Anycommon shares sold by the underwriter to securities dealers will be sold at the public offering price less a selling concession not inexcess of $ per common share. We have agreed to sell the pre-funded warrants to the underwriter at the same offering price less C$0.001per pre-funded warrant.

The following table summarizesthe public offering price, underwriting discount and proceeds before expenses to us. The underwriting discount is 6.5% of the public offeringprice. We have also agreed to pay a non-accountable expense allowance to the underwriter equal to 1% of the gross proceeds received atthe closing of the offering.

We have also agreed to pay certain of the underwriter'sexpenses relating to the offering, including: all filing fees and expenses associated with the review of the offering by FINRA; all fees,expenses and disbursements relating to background checks of the Company’s officers, directors and entities in an amount not to exceed$15,000 in the aggregate; the fees and expenses of the underwriter's legal counsel not to exceed $125,000; the $29,500 cost associatedwith the use of Ipreo's book building, prospectus tracking and compliance software for the offering; $10,000 for data services and communicationsexpenses; up to $10,000 of underwriter's actual accountable "road show" expenses; and up to $20,000 of the underwriter's marketmaking and trading, and clearing firm settlement expenses for the offering.

We have granted a 45-day option to the underwriter,exercisable one or more times in whole or in part, to purchase up to an additional [           ] common shares and pre-funded warrants, representing15% of the common shares and pre-funded warrants sold in the offering, solely to cover over-allotments, if any. The purchase price tobe paid per additional common share by the underwriter shall be equal to the public offering price of one common share, less the underwritingdiscount. The purchase price of the additional pre-funded warrants to be issued is the public offering price of one common share lessthe underwriting discount and C$0.001.

Upon closing of this offering, we have agreedto issue to the underwriter, or its designees, as compensation, Underwriter’s Warrants to purchase up to 370,370 common shares(425,925 if the underwriter exercises its over-allotment option in full), which is equal to 5% of the aggregate number of common sharesand pre-funded warrants sold in this offering, using the assumed offering price of $1.08. The Underwriter’s Warrants will be exercisableat a per share exercise price equal to 125% of the public offering price per common share in this offering. The Underwriter’s Warrantsare exercisable at any time and from time to time, in whole or in part, immediately following the closing of the offering and expiringon the date which is five years from the effective date of the registration statement of which this prospectus is a part. The Underwriter’sWarrants provide for one demand registration right of the shares underlying the Underwriter’s Warrants, and unlimited “piggyback”registration rights with respect to the registration of the shares of common shares underlying the Underwriter’s Warrants and customaryanti-dilution provisions. The demand registration right provided will not be greater than five years from the effective date of theregistration statement related to this offering in compliance with FINRA Rule 5110(g)(8)(C). The piggyback registration right providedwill not be greater than seven years from the effective date of the registration statement related to this offering in compliancewith FINRA Rule 5110(g)(8)(D).

The Underwriter’s Warrants will providefor adjustment in the number and price of the Underwriter’s Warrants and the common shares underlying such Underwriter’s Warrantsin the event of recapitalization, merger, share split or other structural transaction.

We have agreed that for a period of six monthsfrom the closing of the offering, that the underwriter has the option to act as sole investment banker, sole book-runner, and/or soleplacement agent, at the underwriter’s sole and exclusive discretion, for each and every future public and private equity offering,including all of our equity linked financings (each, a "Subject Transaction"), or any successor (or any of our subsidiaries),subject to the same cash, discount, and warrant compensation for the underwriter on such same terms and conditions as the common sharesare being offered herein for such Subject Transactions (the “Right of First Refusal”).

In connection with this offering, each of ourexecutive officers and directors has agreed, subject to certain exceptions set forth in the lock-up agreements, not to offer, pledge,sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securitiesconvertible into or exercisable or exchangeable for common shares for the three-month period following the date of the offering withoutthe underwriter’s prior written consent.

In addition, we have agreed that without the priorwritten consent of the underwriter, we will not, for a period of 60 days after the date of the offering, (i) offer, pledge, sell,contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrantto purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into orexercisable or exchangeable for common shares; (ii) file or cause to be filed any registration statement with the SEC relating tothe offering of any of common shares or any securities convertible into or exercisable or exchangeable for common shares; (iii) completeany offering of our debt securities, other than entering into a line of credit with a traditional bank; or (iv) enter into any swapor other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of common shares, whetherany such transaction described in (i), (ii), (iii) or (iv) above is to be settled by delivery of common shares or such othersecurities, in cash or otherwise. The prohibitions above, among other exemptions, shall not apply to the issuance of securities that wemay issue if we exercise the Real Property Options.

Additionally, we have agreed that for a periodof 6 months after the date of the offering we will not directly or indirectly offer to sell, contract to sell, grant any option to sellor otherwise dispose of common shares or any securities convertible into or exercisable or exchangeable for common shares in any “at-the-market”,continuous equity or variable rate transaction, without the prior written consent of the underwriter.

In order to facilitate the offering of our securities,the underwriter may engage in transactions that stabilize, maintain or otherwise affect the price of our securities. In connection withthe offering, the underwriter may purchase and sell our securities in the open market. These transactions may include short sales, purchaseson the open market to cover positions created by short sales and stabilizing transactions in accordance with Regulation M under the ExchangeAct. Short sales involve the sale by the underwriter of a greater number of securities than they are required to purchase in the offering. “Covered” short sales are sales made in an amount not greater than the underwriter’s option to purchase additional securitiesin the offering. The underwriter may close out any covered short position by either exercising the over-allotment option to purchase securitiesor purchasing securities in the open market. In determining the source of securities to close out the covered short position, the underwriterwill consider, among other things, the price of securities available for purchase in the open market as compared to the price at whichthey may purchase securities through the over-allotment option to purchase securities. “Naked” short sales are sales in excessof the over-allotment option to purchase securities. The underwriter must close out any naked short position by purchasing securitiesin the open market. A naked short position is more likely to be created if the underwriter is concerned that there may be downward pressureon the price of our securities in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizingtransactions consist of various bids for or purchases of securities made by the underwriter in the open market before the completion ofthe offering.

The underwriter makes no representation or predictionas to the direction or magnitude of any effect that the transactions described above may have on the price of our securities. In addition,neither we nor the underwriter make any representation that the underwriter will engage in these transactions or that these transactions,once commenced, will not be discontinued without notice.

In connection with the offering, underwritersand selling group members may engage in passive market making transactions in our common shares on the national securities market on whichour common shares are trading in accordance with Rule 103 of Regulation M under the Exchange Act, during a period before the commencementof offers or sales of the common shares or pre-funded warrants and extending through the completion of the distribution. A passive marketmaker must display its bid at a price not in excess of the highest independent bid of that security. However, if all independent bidsare lowered below the passive market maker’s bid, then that bid must then be lowered when specified purchase limits are exceeded.

A prospectus in electronic format may be madeavailable on the websites maintained by the underwriter. The underwriter may agree to allocate a number of securities for sale to onlinebrokerage account holders. Other than the prospectus in electronic format, the information on the underwriter’s website and anyinformation contained in any other website maintained by the underwriter is not part of this prospectus or the registration statementof which this prospectus forms a part.

From time to time, the underwriter and/or theiraffiliates may provide in the future, various advisory, investment and commercial banking and other services to us in the ordinary courseof business, for which it will receive customary fees and commissions. ThinkEquity LLC acted as underwriter in our November 2020public offering, for which it received compensation. We have paid ThinkEquity LLC approximately $2,007,000 and issued it (or its assignees)approximately 200,433 warrants to purchase common shares since September 1, 2022 for its services as a placement agent or as an underwriterin various security offerings, including under the placement agency agreement dated September 13, 2024, at the market sales agreementdated October 17, 2024, the placement agency agreement dated January 12, 2025 and the underwriting agreement dated August 15,2025.

On June 7, 2024, we entered into a strategicadvisory agreement with the underwriter, pursuant to which the underwriter agreed to serve as our exclusive financial advisor in connectionwith a potential business combination transaction or other transactions (the “Strategic Advisory Agreement”). A non-refundableadvisory fee equal to $45,000 (the “Advisory Fee”) is payable at the Company’s first closing of a minimum gross financingamount of $2,500,000. If during the term of the Strategic Advisory Agreement, or within the 12 month period following the term of theagreement, a business combination is completed with a target company introduced to us by the underwriter, the Company shall pay the underwritera cash fee equal to the greater of (i) 3% of the value of the business combination, and or (ii) $300,000, which amount shallbe reduced by the amount of the Advisory Fee, if any. In addition to any fees payable under the Strategic Advisory Agreement, the Companyagreed to pay the underwriter for all reasonable travel and other out-of-pocket expenses incurred in connection with the agreement, includingthe preapproved and reasonable fees and expenses of the underwriter’s counsel and due diligence analysis efforts not to exceed $25,000.

On September 11, 2024, the Strategic AdvisoryAgreement was amended to grant the underwriter a right of first refusal in connection with future business combinations (the “Rightof First Refusal”). If during the term of the Strategic Advisory Agreement or within the twelve-month period following its expiration,and following the closing of a business combination with a company identified on a pre-approved list, we elect to pursue a subsequentbusiness combination, the underwriter shall have the exclusive right, but not the obligation, to act as our exclusive financial advisorand sole investment banker for such transaction. If the underwriter accepts this engagement, the parties will enter into a separate agreementon customary terms, including provisions for appropriate fees and indemnification consistent with similar transactions. In accordancewith FINRA Rule 5110(g)(6)(a), this Right of First Refusal is limited to three years from the date of the amendment.

On July 11, 2025, we entered into a debtfinancing engagement agreement with the underwriter (the “Debt Engagement Agreement”), pursuant to which the underwriter agreedto act as a non-exclusive financial advisor and placement agent in connection with potential debt financing transactions. Under the termsof the Debt Engagement Agreement, if we complete a debt financing during the term of the agreement with a lender or investor introducedby the underwriter (a “Debt Financing”), we are required to pay the underwriter a cash fee equal to the greater of (i) 2.5%of the total facility size of the Debt Financing or (ii) $75,000.

In addition, upon the closing of a Debt Financing,we agreed to issue to the underwriter (or its designees) a five-year warrant to purchase a number of our common shares equal to 2.5% ofthe total facility size of such Debt Financing. The exercise price of these warrants will be equal to the price per share at which warrants,if any, are issued to the lender in such Debt Financing, or, if no such warrants are issued to the lender, the closing price of our commonshares on the date of the agreement. These warrants include a net-exercise feature and provide for one-time piggyback registration rights,unless the shares underlying the warrants are then freely tradeable under Rule 144 of the Securities Act.

The agreement provides that if any subsequentloans are executed, or if an existing loan is increased, within 18 months following the termination of the Debt Engagement Agreement witha lender or investor who participated in an initial Debt Financing for which the underwriter received a fee, we must pay the underwritera fee consistent with the foregoing compensation structure (i.e., 2.5% of new or incremental capital raised), payable at closing. TheDebt Engagement Agreement also includes customary indemnification and contribution provisions.

Except as disclosed in this prospectus, we have no present arrangementswith the underwriter or any of its affiliates for any further services.

Other than in the United States, no action hasbeen taken by us or the underwriter that would permit a public offering of the securities offered by this prospectus in any jurisdictionwhere action for that purpose is required. The securities offered by this Prospectus may not be offered or sold, directly or indirectly,nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securitiesbe distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules andregulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observeany restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sellor a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitationis unlawful.

The legality and validity of the securities offeredfrom time to time under this prospectus was passed upon by Dentons Canada LLP, our Canadian counsel. The current address of Dentons CanadaLLP is 1 Place Ville-Marie, Suite 3900, Montreal, Quebec, H3B 4M7. Ortoli Rosenstadt LLP is acting as counsel to our company regardingU.S. securities law matters. The current address of Ortoli Rosenstadt LLP is 366 Madison Avenue, 3^rd Floor, New York,NY 10017. Cozen O’Connor LLP is acting as counsel to the underwriter. The address of Cozen O’Connor LLP is Bentall 5, 550Burrard Street, Suite 2501, Vancouver, BC, V6C 2B5, Canada.

The audited consolidated financialstatements of Vision Marine Technologies Inc. as of August 31, 2025 and 2024 and the two years in the fiscal years ended August 31,2025 and 2024, incorporated by reference into this prospectus, have been so incorporated by reference in reliance on the report ofM&K CPA, PLLC, an independent registered public accounting firm, which contains an explanatory paragraph describing conditionsthat raise substantial doubt about the Company's ability to continue as a going concern as described in Note 2 to the consolidatedfinancial statements, given on the authority of said firm as experts in accounting and auditing. M&K CPA, PLLC has offices at24955 Interstate Highway 45 Suite 400, The Woodlands, Texas.

The audited consolidated financial statementsof Vision Marine Technologies Inc. as of August 31, 2023 and the year ended August 31, 2023, incorporated by reference into this prospectus,have been so incorporated by reference in reliance on the report of Ernst & Young LLP, an independent registered public accountingfirm, which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continueas a going concern as described in Note 2 to the consolidated financial statements, given on the authority of said firm as experts inaccounting and auditing. Ernst & Young LLP has offices at 900, Blvd. de Maisonneuve West, Suite 2300, Montréal, QuébecH3A 0A8, Canada.

The estimated expenses payable by us in connectionwith the offering described in this prospectus (other than the underwriting discounts and commissions) will be as set forth in the tablebelow. With the exception of the SEC registration fee, and FINRA filing fee all amounts are estimates. All such expenses will be borneby us.

None of the named experts or legal counsel wasemployed on a contingent basis, owns an amount of shares in our company which is material to that person, or has a material, direct orindirect economic interest in our company or that depends on the success of the offering.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATIONFOR SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arisingunder the Securities Act may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions,the registrant has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the SecuritiesAct and is therefore unenforceable.

We are a corporation organized under the lawsof Canada, and some of our directors and officers, as well as the Canadian independent registered public accounting firm named in the “Experts” section of this prospectus, reside outside of the United States. Service of process upon such persons may be difficultor impossible to effect within the United States. Furthermore, because a substantial portion of our assets, and substantially all theassets of our directors and officers and the Canadian expert named herein, are located outside of the United States, any judgment obtainedin the United States, including a judgment based upon the civil liability provisions of United States federal securities laws, againstus or any of such persons may not be collectible within the United States.

In addition, there is doubt as to the applicabilityof the civil liability provisions of United States federal securities law to original actions instituted in Canada. It may be difficultfor an investor, or any other person or entity, to assert United States securities laws claims in original actions instituted in Canada.However, subject to certain time limitations, a foreign civil judgment, including a United States court judgment based upon the civilliability provisions of United States federal securities laws, may be enforced by a Canadian court, provided that:

Foreign judgments enforced by Canadian courtsgenerally will be payable in Canadian dollars. A Canadian court hearing an action to recover an amount in a non-Canadian currency willrender judgment for the equivalent amount in Canadian currency.

The name and address of our agent for serviceof process in the United States is CorpoMax Inc., 2915 Ogletown Road, Newark, DE 19713.

We have filed with the SEC a registration statementon Form F-1 under the Securities Act with respect to the offered securities. This prospectus and the documents incorporated hereinby reference do not contain all of the information set forth in the registration statement and the exhibits thereto, to which referenceis hereby made including the documents filed with the SEC incorporated by reference herein. With respect to each contract, agreement orother document filed as an exhibit to the registration statement, reference is made to such exhibit for a more complete description ofthe matter involved. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other informationregarding registrants that make electronic filings with the SEC using its EDGAR system.

We are subject to the information reporting requirementsof the Exchange Act that are applicable to foreign private issuers, and under those requirements are filing reports with the SEC. Thoseother reports or other information may be inspected without charge at the locations described above. As a foreign private issuer, we areexempt from the rules under the Exchange Act related to the furnishing and content of proxy statements, and our officers, directorsand principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of theExchange Act. In addition, we are not required under the Exchange Act to file annual, quarterly and current reports and financial statementswith the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we intendto file with the SEC, within four months after the end of each fiscal year, or such applicable time as required by the SEC, an annualreport on Form 20-F containing financial statements audited by an independent registered public accounting firm, and will submitto the SEC, on Form 6-K, unaudited quarterly financial information.

We have not authorized anyone to give any informationor make any representation about their companies that is different from, or in addition to, that contained in this prospectus. Therefore,if anyone does give you information of this sort, you should not rely on it. If you are in a jurisdiction where offers to exchange orsell, or solicitations of offers to exchange or purchase, the securities offered by this prospectus or the solicitation of proxies isunlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this prospectusdoes not extend to you. The information contained in this prospectus speaks only as of the date of this prospectus unless the informationspecifically indicates that another date applies.

The United States Securities and Exchange Commission(the “SEC”) allows us to incorporate by reference the information we file with them. This means that we can disclose importantinformation to you by referring you to those documents. Each document incorporated by reference is current only as of the date of suchdocument, and the incorporation by reference of such documents should not create any implication that there has been no change in ouraffairs since such date. The information incorporated by reference is considered to be a part of this prospectus and should be read withthe same care. When we update the information contained in documents that have been incorporated by reference by making future filingswith the SEC, the information incorporated by reference in this prospectus is considered to be automatically updated and superseded. Inother words, in the case of a conflict or inconsistency between information contained in this prospectus and information incorporatedby reference into this prospectus, you should rely on the information contained in the document that was filed later.

Any statement containedherein or in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed tobe modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequentlyfiled document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statementso modified or superseded shall not be deemed, except as so modified or amended, to constitute a part of this prospectus.

Our filings with theSEC, and exhibits incorporated in and amendments to those reports, are available free of charge on our website (http://www.investors.visionmarinetechnologies.com)as soon as reasonably practicable after they are filed with, or furnished to, the SEC. Our website and the information contained on thatsite, or connected to that site, are not incorporated into and are not a part of this prospectus.

Upon written or oralrequest, we will provide to each person to whom this prospectus is delivered, a copy of any or all of the reports or documents that havebeen incorporated by reference into this prospectus at no cost. If you would like a copy of any of these documents, at no cost, pleasewrite or call us at:

The corporate laws of Quebec and our By-laws requireus (subject to the provisions of the Business Corporations Act noted below), to indemnify our directors and officers and former directorsand officers, our mandataries, or any other person who acts or acted at our request as a director or an officer of another group, of alltheir costs and reasonable expenses incurred in the exercise of their functions, to the greatest extent permitted by Division VII of Chapter VIof the Business Corporations Act.

Notwithstanding the foregoing, we may not indemnifya person referred to in the preceding paragraph if a court or any other competent authority judges that the following conditions are notfulfilled:

Furthermore, we may not indemnify a person referredto in the preceding paragraph if the court determines that the person has committed an intentional or gross fault.

In the past three years, we have issued andsold the securities described below without registering the securities under the Securities Act. None of these transactions involved anyunderwriter’s underwriting discounts or commissions, or any public offering. We believe that each of the following issuances wasexempt from registration under the Securities Act in reliance on Regulation S promulgated under the Securities Act regarding sales byan issuer in offshore transactions, Regulation D under the Securities Act, Rule 701 under the Securities Act or pursuant to Section 4(a)(2) ofthe Securities Act regarding transactions not involving a public offering. All share and per share amounts herein have been adjusted toaccount for (i) a 1-for-15 reverse stock split of our common shares that we enacted on August 22, 2024, (ii) a 1-for-9reverse stock split of our common shares that we enacted on October 8, 2024 and (ii) a 1-for-10 reverse stock split of our commonshares that we enacted on March 31, 2025.

On January 24, 2023, the Company issued 412warrants in a private placement closed concurrently with a registered direct offering of common shares. The Company has not received proceedsfrom the private placement and will not unless the warrants are exercised for cash.

On February 21, 2023, the Company issued353 warrants in a private placement closed concurrently with a registered direct offering of common shares. The Company has not receivedproceeds from the private placement and will not unless the warrants are exercised for cash.

In March 2023, the Company issued to ouremployees, directors and officers an aggregate of 165 options to purchase voting common shares at $5,683.50 per share.

On March 22, 2023, the Company issued 37voting common shares to a former director of the Company, as part of the financing rounds, for a total consideration of $208,332.

In April 2023, the Company issued to ouremployees, directors and officers an aggregate of 37 options to purchase common shares at $5,683.50 per share.

On April 20, 2023, the Company issued 283warrants in a private placement closed concurrently with a registered direct offering of common shares. The Company has not received proceedsfrom the private placement and will not unless the warrants are exercised for cash.

During the fiscal year ended August 31, 2023,the Company issued a total of 181 voting common shares to third parties in exchange for marketing and management consulting services,and board fees provided to the Company.

On June 16, 2023, the Company issued 367warrants in a private placement closed concurrently with a registered direct offering of common shares. The Company has not received proceedsfrom the private placement and will not unless the warrants are exercised for cash.

On July 31, 2023, the Company issued 368warrants in a private placement closed concurrently with a registered direct offering of common shares. The Company has not received proceedsfrom the private placement and will not unless the warrants are exercised for cash.

During the fiscal year ended August 31, 2023,the Company issued 45 voting common shares upon the exercise of a former employee’s stock options.

During the fiscal year ended August 31, 2024,the Company issued a total of 537 voting common shares to third parties in exchange for marketing and management consulting services,and board fees provided to the Company.

In September 2023, the Company sold an aggregateof 277 voting common shares of the Company at a purchase price of $5,467.50 per unit for gross proceeds of approximately $1.5 million.Each of the units issued pursuant to the private placement was comprised of one common share and one common share purchase warrant. Eachfull warrant will be exercisable six months from the date of issuance and entitle its holder to acquire one additional common shareat a price of $5,467.50 per common share and will expire three years from the date of issuance. On December 13, 2023, the Companyagreed to reduce the exercise price of these warrants to $1,417.50.

In December 2023, the Company entered intoa securities purchase agreement with institutional and accredited investors, for the offering of (i) 3,000 Series A PreferredShares, no par value at a price of $1,000 per share, (ii) 2,124 warrants to purchase the Company’s common shares, with an exerciseprice equal to $1,417.50, subject to adjustment therein, and which expire on the five (5)-year anniversary of the issue date for grossproceeds of $3,000,000 and (iii) an option to purchase one additional Series A Preferred Share and 1 warrant to purchase VotingCommon Shares per each Series A Preferred Share held for a period of 6 months from the issuance date at the stated value of $1,000.

In December 2023, the Company issued to ouremployees, directors and officers an aggregate of 38 options to purchase common shares at $4,630.50 per share.

In January 2024, the Company issued to ouremployees, directors and officers an aggregate of 38 options to purchase common shares at $1,026.00 per share.

In January 2024, the Company entered intoa securities purchase agreement with the Government of Québec, through Investissement Québec, for the offering of (i) 3,000Series B Preferred Shares, no par value at a price of $1,000 per share, (ii) 2,117 warrants to purchase shares of the Company’scommon shares, with an exercise price equal to $1,417.50, subject to adjustment therein, and which expire on the five (5)-year anniversaryof the issue date for gross proceeds of $3,000,000.

On June 7, 2024, the Company issued 223 votingcommon shares to Bancroft Capital LLC in exchange for Bancroft Capital LLC’s release of the Company for unpaid referral fees dueto Bancroft Capital LLC as it related to a former investment engagement agreement by and between Bancroft Capital LLC and the Companydated May 5, 2023.

During the fiscal year ended August 31, 2024,the Company issued a total of 1,165 voting common shares upon the conversion of 650 Series A Preferred Shares.

On August 19, 2024, the Company issued 4,186common shares and 48 pre-funded warrants exercisable into 48 common shares for a nominal exercise price in exchange for 2,124 warrantsissued upon the issuance of the Series A Preferred Shares.

On September 16, 2024, the Company issued37,778 voting common shares as part of a private placement for total gross proceeds of $3,400,000, less transaction costs of approximately$774,000. In connection with the issuance of these securities, the Company issued 1,896 private placement warrants for the issuance ofthe same number of voting common shares at an exercise price of $112.50 per share.

During the fiscal year ended August 31, 2025,the Company issued 447,816 voting common shares as part of an “at the market” placement offering for a total cash considerationprice of $11,068,553, net of transaction costs of $681,063.

On January 16, 2025, the Company issued 425,640 voting commonshares, 45,000 pre-funded warrants exercisable into common shares on a one-for-one basis and 235,320 common warrants exercisable intocommon shares on a one-for-one basis with an exercise price of $15.00. The common shares (or pre-funded warrants) and common warrantswere issued for a combined price of $12.50. In connection with the issuance of these securities, the Company issued 23,537 private placementwarrants for the issuance of the same number of common shares at an exercise price of $15.00 per share.

During the fiscal year ended August 31, 2025,the Company issued a total of 86,160 voting common shares to third parties in exchange for marketing, management consulting services,and board fees provided to the Company.

During the fiscal year ended August 31, 2025,the Company issued a total of 988 voting common shares upon the conversion of 400 Series A Preferred Shares.

On December 21, 2024, the Company forcedthe conversion of 1,950 Series A Preferred Shares into 4,821 voting common shares.

On January 17, 2025, the Company forced theconversion of 3,000 Series B Preferred Shares into 7,408 voting common shares.

On August 18, 2025, the Company issued 2,075,000Voting Common Shares and 1,425,000 Pre-Funded Warrants as part of a private placement offering for a total cash consideration of $5,962,238,net of transaction costs of $1,037,762.

During the year ended August 31, 2025, 1,470,000Pre-Funded Warrants were converted into 1,470,000 Voting Common Shares.

On May 16, 2025, the Company reached a settlementagreement resolving an outstanding legal claim related to certain of its Series A Convertible Preferred shareholders. As a result of thisagreement, the Company agreed to issue up to 250,000 Voting Common Shares to these shareholders to settle the dispute. The settlementreceived court approval on August 13, 2025. As a result, the Company issued 250,000 Voting Common Shares to the plaintiffs at a valueof $832,500.

During the months of September and October 2025,the Company issued a total of 101,598 voting common shares to third parties in exchange for marketing services and board fees providedto the Company.

The following exhibits are filed herewith orincorporated by reference herein are listed in the following Exhibit Index:

Pursuant to the requirements of the SecuritiesAct of 1933, the Registrant certifies that it has reasonable grounds to believe it meets all of the requirements for filing on Form F-1and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City ofBoisbriand, Province of Québec, Canada on December 5, 2025.

We, the undersigned directors and officers ofthe registrant, hereby severally constitute and appoint Alexandre Mongeon, as singly, our true and lawful attorney in fact, with fullpower to him, and to singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form F-1filed herewith, and any and all pre-effective and post-effective amendments to said registration statement, and any registration statementfiled pursuant to Rule 462(b) under the Securities Act of 1933, as amended, in connection with the registration under theSecurities Act of 1933, as amended, of equity securities of the registrant, and to file or cause to be filed the same, with all exhibitsthereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney, and tohim, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith,as fully to all intents and purposes as each of us might or could do in person, and hereby ratifying and confirming all that said attorney,or their substitute or substitutes, shall do or cause to be done by virtue of this Power of Attorney.

Pursuant to the requirements of the SecuritiesAct of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Pursuant to the Securities Act of 1933, the undersigned,the duly authorized representative in the United States of Vision Marine Technologies Inc., has signed this registration statementor amendment thereto in Ft. Lauderdale, Florida, on December 5, 2025.

As Representative of the several Underwriters named onSchedule 1 attached hereto

The undersigned, Vision MarineTechnologies Inc., a corporation formed under the laws of the Province of Québec, Canada (collectively with its subsidiaries andaffiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined)as being subsidiaries or affiliates of Vision Marine Technologies Inc., the “Company”), hereby confirms its agreement(this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives)or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representativeis acting as representative (the Representative and such other underwriters being collectively called the “Underwriters”or, individually, an “Underwriter”) as follows:

(i)           Onthe basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, theCompany agrees to issue and sell to the several Underwriters, an aggregate of tshares (“Firm Shares”) of the Company’s Voting Common Shares – Series Investor 1, no par valueper share (the “Common Shares”) and/or pre-funded warrants (each, a “Pre-Funded Warrant”, andin the aggregate, the “Pre-Funded Warrants”) to purchase one Common Share at an exercise price of CAD$0.001 pershare (the “Pre-Funded Warrant Shares”) until such time as the Pre-Funded Warrants are exercised in full, subjectto adjustment as provided in the Pre-Funded Warrants. The Pre-Funded Warrants referred to in this Section 1.1.1(i) arehereinafter referred to as the “Firm Pre-Funded Warrants”. The form of Firm Pre-Funded Warrants is attachedhereto as Exhibit G.

(ii)           TheUnderwriters, severally and not jointly, agree to purchase from the Company the number of Firm Shares and Firm Pre-Funded Warrants setforth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of US$t per FirmShare (93.5% of the per Firm Share offering price) and US$t per Firm Pre-Funded Warrant (93.5% of the per Firm Share offering price lessCAD$0.001). The Firm Shares and the Firm Pre-Funded Warrants (collectively, the “Firm Securities”) are to be offeredinitially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof).

(i)            Deliveryand payment for the Firm Securities shall be made at 10:00 a.m., Eastern time, on the first (1^st) Business Day following theeffective date (the “Effective Date”) of the Registration Statement (as defined in Section 2.1.1 below) (or thesecond (2^nd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m.,Eastern time) or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Cozen O’ConnorLLP, Bentall 5, 550 Burrard Street, Suite 2501, Vancouver, British Columbia, V6C 2B5, Canada (“Representative Counsel”),or at such other place (or remotely by facsimile, email or other electronic transmission) as shall be agreed upon by the Representativeand the Company. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.”

(ii)           Paymentfor the Firm Securities shall be made on the Closing Date by wire transfer in federal (same day) funds, payable to the order of the Companyupon delivery of the certificates (in form and substance satisfactory to the Underwriters) representing the Firm Securities (or throughthe facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Securities shallbe registered in such name or names and in such authorized denominations as the Representative may request in writing at least one (1) fullBusiness Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender ofpayment by the Representative for all of the Firm Securities. The term “Business Day” means any day other than a Saturday,a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

1.1.4.       OptionSecurities. For the purposes of covering any over-allotments in connection with the distribution and sale of the FirmSecurities, the Company hereby grants to the Underwriters an option to purchase up to tadditional Common Shares and/or additional Pre-Funded Warrants to purchase up to tadditional Common Shares, together representing an aggregate of fifteen percent (15%) of the Firm Securities sold in the offering,from the Company (the “Over-allotment Option”). Such tadditional Common Shares, the net proceeds of which will be deposited with the Company’s account, are hereinafter referred toas “Option Shares.” Such additional Pre-Funded Warrants to purchase up to tadditional Common Shares, the net proceeds of which will be deposited with the Company’s account, are hereinafter referred toas “Option Pre-Funded Warrants.” The Option Shares and Option Pre-Funded Warrants may be referred to hereincollectively as the “Option Securities.” The purchase price to be paid per Option Share and per Option Pre-FundedWarrant shall be equal to the price per Firm Share and per Firm Pre-Funded Warrant set forth in Section 1.1.1 hereof,respectively. The Firm Securities, the Option Securities and the Underlying Shares (defined below) issuable upon exercise of theFirm Pre-Funded Warrants and the Option Pre-Funded Warrants are hereinafter referred to together as the “PublicSecurities.” The Public Securities shall be issued directly by the Company and shall have the rights and privilegesdescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The offering and sale of the PublicSecurities is hereinafter referred to as the “Offering.”

1.1.5.       Exerciseof Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all(at any time) or any part (from time to time) of the Option Securities on or within 45 days after the Effective Date. The Underwritersshall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over- allotmentOption granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed inwriting by overnight mail or facsimile, email or other electronic transmission setting forth the number of Option Shares and/or OptionPre-Funded Warrants to be purchased and the date and time for delivery of and payment for the Option Shares and/or Option Pre-Funded Warrants(the “Option Closing Date”), which shall not be later than one (1) full Business Day after the date of the noticeor such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at suchother place (including remotely by facsimile, email or other electronic transmission) as shall be agreed upon by the Company and the Representative.If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forthin the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to theterms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securitiesspecified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that pro-rata portionof the total number of Option Securities then being purchased with reference to the number of the Firm Securities as set forth in Schedule1 opposite the name of such Underwriter, subject to such adjustment as the Representative, in its sole discretion shall determine.

1.1.6.       Paymentand Delivery. Payment for the Option Securities shall be made on the Option Closing Date by wire transfer in federal (same day) funds,payable to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters)representing the Option Shares and/or Option Pre-Funded Warrants (or through the facilities of DTC) for the account of the Underwriters.The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative may requestin writing at least one (1) full Business Day prior to the Option Closing Date. The Company shall not be obligated to sell or deliverthe Option Securities except upon tender of payment by the Representative for applicable Option Securities. The Option Closing Date maybe simultaneous with, but not earlier than, the Closing Date, and in the event that such time and date are simultaneous with the ClosingDate, the term “Closing Date” shall refer to the time and date of delivery of the Firm Securities and Option Securities.

1.1.8.       PurchaseWarrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and OptionClosing Date, as applicable, an option (“Representative’s Warrant”) for the purchase of an aggregate number ofCommon Shares, representing 5% of the Public Securities purchased on such Closing Date or Option Closing Date, for an aggregate purchaseprice of US$100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (the “Representative’sWarrant Agreement”), shall be exercisable, in whole or in part, immediately following the Closing and expiring on the five-yearanniversary of the Effective Date at an initial exercise price per Common Share of US$t, which is equal to 125% of the public offeringprice of the Firm Shares. The Representative’s Warrant Agreement and the Common Shares issuable upon exercise thereof are hereinafterreferred to together as the “Representative’s Securities.”

1.1.9.       Delivery.Delivery of the executed Representative’s Warrant Agreement shall be made on the Closing Date and any Option Closing Date and shallbe issued in the name or names and in such authorized denominations as the Representative may request.

2.1.1.       Pursuantto the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”)a registration statement, and an amendment or amendments thereto, on Form F-1 (File No. 333-t), including any related prospectusor prospectuses, for the registration of the Public Securities and the Representative’s Securities under the Securities Act of 1933,as amended (the “Securities Act”), which registration statement and amendment or amendments have been prepared by theCompany in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commissionunder the Securities Act (the “Securities Act Regulations”) and will contain all material statements that are requiredto be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require,such registration statement, as amended, on file with the Commission at the time the registration statement became effective (includingthe Preliminary Prospectus (as defined below) included in the registration statement, financial statements, schedules, exhibits and allother documents filed as a part thereof or incorporated therein by reference and all information deemed to be a part thereof as of theEffective Date pursuant to paragraph (b) of Rule 430A of the Securities Act Regulations (the “Rule 430A Information”)),is referred to herein as the “Registration Statement.” If the Company files any registration statement pursuant toRule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement”shall include such registration statement filed pursuant to Rule 462(b). The Registration Statement has been declared effective bythe Commission on the date hereof.

Each prospectus used priorto the effectiveness of the Registration Statement, and each prospectus that omitted the Rule 430A Information that was used aftersuch effectiveness and prior to the execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.”The Preliminary Prospectus, subject to completion, dated t, 2025, that was included in the Registration Statement immediately prior tothe Applicable Time is hereinafter called the “Pricing Prospectus.” The final prospectus in the form first furnishedto the Underwriters for use in the Offering is hereinafter called the “Prospectus.” Any reference to the “mostrecent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement.Any reference herein to any Preliminary Prospectus, the Pricing Prospectus or the Prospectus shall be deemed to refer to and include thedocuments incorporated by reference therein under the Securities Act as of the date of such prospectus.

“Applicable Time”means [TIME][a.m./p.m.], Eastern time, on the date of this Agreement.

“Canadian PublicDisclosure Documents” means all information filed by or on behalf of the Company since October 1, 2021 with the CanadianSecurities Regulator of the Province of Québec and available for public viewing on SEDAR+;

“Canadian SecuritiesLaws” means collectively, all applicable securities laws in Canada and the respective rules and regulations made thereunder,together with applicable multilateral or national instruments, orders, rulings, policies, rules and other regulatory instrumentsissued or adopted (and published) by Canadian Securities Regulators;

“Canadian SecuritiesRegulators” means, collectively, the securities regulators or other securities regulatory authorities in Canada;

“Issuer Free WritingProspectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act Regulations(“Rule 433”), including without limitation any “free writing prospectus” (as defined in Rule 405 ofthe Securities Act Regulations) relating to the Public Securities that is (i) required to be filed with the Commission by the Company,(ii) a “road show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not requiredto be filed with the Commission, or (iii) exempt from filing with the Commission pursuant to Rule 433(d)(5)(i) becauseit contains a description of the Public Securities or of the Offering that does not reflect the final terms, in each case in the formfiled or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s recordspursuant to Rule 433(g).

“Issuer General UseFree Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors(other than a “bona fide electronic road show,” as defined in Rule 433 (the “Bona Fide Electronic Road Show”)),as evidenced by its being specified in Schedule 2-B hereto.

“Issuer Limited UseFree Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus.

“Pricing DisclosurePackage” means any Issuer General Use Free Writing Prospectus issued at or prior to the Applicable Time, the Pricing Prospectusand the information included on Schedule 2-A hereto, all considered together.

2.1.2.       Pursuantto the Exchange Act. The Company has filed with the Commission a Form 8-A (File Number 001-39730) (the “Exchange ActRegistration Statement”) providing for the registration pursuant to Section 12(b) under the Securities Exchange Actof 1934, as amended (the “Exchange Act”), of the Common Shares. The Exchange Act Registration Statement became effectiveprior to the date hereof. The Company has taken no action designed to, or likely to have the effect of, terminating the registration ofthe Common Shares under the Exchange Act, nor has the Company received any notification that the Commission is contemplating terminatingsuch registration.

2.2           StockExchange Listing. The Common Shares are listed on the Nasdaq Capital Market (the “Exchange”) under the symbol “VMAR” and the Company has taken no action designed to, or likely to have the effect of, delisting the Common Shares fromthe Exchange, nor has the Company received any notification that the Exchange is contemplating terminating such listing except as describedin the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Company has submitted the Listing of AdditionalShares Notification Form with the Exchange with respect to the Offering of the Public Securities.

2.3           NoStop Orders, etc. Neither the Commission nor, to the Company’s knowledge, any state regulatory authority has issued anyorder preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus or has instituted or,to the Company’s knowledge, threatened to institute, any proceedings with respect to such an order. None of the Canadian SecuritiesRegulators has issued an order ceasing or suspending trading in any securities of the Company, or ceasing or suspending trading by thedirectors, officers or shareholders of the Company, or any of them, or prohibiting the trade or distribution of any the securities referredto herein (the “Cease Trade Order”) or has instituted or, to the Company’s knowledge, threatened to institute, any proceedingswith respect to such an order. The Company has complied with each request (if any) from the Commission for additional information.

2.4.1.        Compliance with Securities Act and 10b-5 Representation.

(i)            Eachof the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respectswith the requirements of the Securities Act and the Securities Act Regulations. The conditions for eligibility to use incorporation byreference set forth in General Instruction VI of the Form F-1 have been satisfied. Each Preliminary Prospectus, including the prospectusfiled as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, and the Prospectus,at the time each was filed with the Commission, complied in all material respects with the requirements of the Securities Act and theSecurities Act Regulations. Each Preliminary Prospectus delivered to the Underwriters for use in connection with this Offering and theProspectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, exceptto the extent permitted by Regulation S-T promulgated under the Securities Act.

(ii)           Neitherthe Registration Statement nor any amendment thereto, at its effective time, as of the Applicable Time, at the Closing Date or at anyOption Closing Date (if any), contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omitto state a material fact required to be stated therein or necessary to make the statements therein not misleading.

(iii)          ThePricing Disclosure Package, as of the Applicable Time, at the Closing Date or at any Option Closing Date (if any), did not, does not andwill not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein,in the light of the circumstances under which they were made, not misleading; and each Issuer Limited Use Free Writing Prospectus heretodoes not conflict with the information contained in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus orthe Prospectus, and each such Issuer Limited Use Free Writing Prospectus, as supplemented by and taken together with the Pricing Prospectusas of the Applicable Time, did not include an untrue statement of a material fact or omit to state a material fact necessary in orderto make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that thisrepresentation and warranty shall not apply to statements made or statements omitted in reliance upon and in conformity with written informationfurnished to the Company with respect to the Underwriters by the Representative expressly for use in the Registration Statement, the PricingProspectus or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information providedby or on behalf of any Underwriter consists solely of the following disclosure contained in the “Underwriting” section ofthe Prospectus: (i) the disclosure under the headings “Price Stabilization, Short Positions and Penalty Bids”, “PassiveMarket Making” and “Electronic Offer, Sale and Distribution of Securities” and (ii) the table showing the numberof Firm Securities to be purchased by each Underwriter (the “Underwriters’ Information”); and

(iv)           Neitherthe Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filingwith the Commission pursuant to Rule 424(b), at the Closing Date or at any Option Closing Date, included, includes or will includean untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statementstherein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation andwarranty shall not apply to the Underwriters’ Information.

(v)           Thedocuments incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, when they becameeffective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the SecuritiesAct or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and none of such documents containedany untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statementstherein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporatedby reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, when such documents become effective orare filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Securities Act orthe Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and will not contain any untrue statementof a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in thelight of the circumstances under which they were made, not misleading.

2.4.2.       Disclosureof Agreements. The agreements and documents described in the Registration Statement, the Pricing Disclosure Package and the Prospectusconform in all material respects to the descriptions thereof contained or incorporated by reference therein and there are no agreementsor other documents required by the Securities Act and the Securities Act Regulations to be described in the Registration Statement, thePricing Disclosure Package and the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, or to be incorporatedby reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus, that have not been so described or filedor incorporated by reference. Each agreement or other instrument (however characterized or described) to which the Company is a partyor by which it is or may be bound or affected and (i) that is referred to or incorporated by reference in the Registration Statement,the Pricing Disclosure Package and the Prospectus, or (ii) is material to the Company’s business, has been duly authorizedand validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and,to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability maybe limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceabilityof any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedyof specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretionof the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the Company,and neither the Company nor, to the Company’s knowledge, any other party is in default thereunder and, to the Company’s knowledge,no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the bestof the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not resultin a violation of any existing applicable law, rule, regulation, ordinance, judgment, order or decree of any governmental or regulatoryagency, body, authority or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each,a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations. Exceptas disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company has no subsidiaries and hasno other interest, nominal or beneficial, direct or indirect, in any other corporation, joint venture or other business entity.

2.4.3.       PriorSecurities Transactions. No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of,any person or persons controlling, controlled by or under common control with the Company, except as disclosed in the Registration Statement,the Pricing Disclosure Package and the Preliminary Prospectus.

2.4.4.       Regulations.The disclosures in the Registration Statement, the Pricing Disclosure Package and the Prospectus concerning the effects of federal, state,local and all foreign laws, rules and regulation relating to the Offering and the Company’s business as currently contemplatedare accurate, correct and complete in all material respects and no other such regulations are required to be disclosed in the RegistrationStatement, the Pricing Disclosure Package and the Prospectus which are not so disclosed.

2.4.5.       NoOther Distribution of Offering Materials. The Company has not, directly or indirectly, distributed and will not distribute any offeringmaterial in connection with the Offering other than any Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus, and othermaterials, if any, permitted under the Securities Act and consistent with Section 3.2 below.

2.5           ChangesAfter Dates in Registration Statement.

2.5.1.       NoMaterial Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Pricing DisclosurePackage and the Prospectus, except as otherwise specifically stated therein: (i) there has been no material adverse change in thefinancial position or results of operations of the Company, nor any change or development that, singularly or in the aggregate, wouldinvolve a material adverse change or a prospective material adverse change in or affecting the general affairs, management, condition(financial or otherwise), results of operations, shareholders’ equity, business, assets, properties or prospects of the Company(a “Material Adverse Change”); (ii) there have been no material transactions entered into by the Company, otherthan as contemplated pursuant to this Agreement; (iii) no officer or director of the Company has resigned from any position withthe Company; and (iv) the Company has not sustained any material loss or interference with its business or properties from fire,explosion, flood, earthquake, hurricane, accident or other calamity. Except as set out in the Registration Statement, the Company doesnot have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securitiescontemplated by this Agreement no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonablyexpected to occur or exist with respect to the Company or its businesses, prospects, properties, operations, assets or financial conditionthat would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemedmade that has not been publicly disclosed.

2.5.2.       RecentSecurities Transactions, etc. Subsequent to the respective dates as of which information is given in the Registration Statement,the Pricing Disclosure Package and the Prospectus, and except as may otherwise be indicated or contemplated herein or disclosed in theRegistration Statement, the Pricing Disclosure Package and the Prospectus, the Company has not: (i) issued any securities or incurredany liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distributionon or in respect to its capital stock.

2.6           Disclosurein Commission Filings. Since November 23, 2020, (i) none of the Company’s filings with the Commission contained anyuntrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the lightof the circumstances under which they were made, not misleading; and (ii) the Company has made all filings with the Commission requiredunder the Exchange Act and the rules and regulations of the Commission promulgated thereunder (the “Exchange Act Regulations”).

2.7           IndependentAccountants. To the knowledge of the Company, Ernst & Young LLP, the Company’s former independent registered publicaccounting firm, and M&K CPAS, LLC, the Company’s current independent registered public accounting firm (together, the “Auditor”),whose reports are filed with the Commission and included or incorporated by reference in the Registration Statement, the Pricing DisclosurePackage, and the Prospectus, are independent registered public accounting firms as required by the Securities Act and the Securities ActRegulations and the Public Company Accounting Oversight Board. Neither Auditor has, during the periods covered by the financial statementsincluded or incorporated by reference in the Registration Statement, the Pricing Disclosure Package, and the Prospectus, provided to theCompany any non-audit services, as such term is used in Section 10A(g) of the Exchange Act. Each Auditor is independent withrespect to the Company within the meaning of the Rules of Professional Conduct of the l’Ordre de Comptables ProfessionnelsAgréés du Québec, are independent public accountants as required under the Canadian Securities Laws of the Provinceof Québec and there has never been a reportable event (within the meaning of National Instrument 51-102 Continuous DisclosureObligations) between the Company and either Auditor.

2.8           FinancialStatements, etc. The financial statements, including the notes thereto and supporting schedules included or incorporated by referencein the Registration Statement, the Pricing Disclosure Package and the Prospectus, fairly present the financial position and the resultsof operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared inconformity with International Financial Reporting Standards (“IFRS”), as adopted by the International Accounting StandardsBoard, consistently applied throughout the periods involved (provided that unaudited interim financial statements are subject to year-endaudit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required by IFRS); and the supportingschedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein.No other historical or pro forma financial statements or supporting schedules are required to be included or incorporated by referencein the Registration Statement, the Pricing Disclosure Package or the Prospectus under the Securities Act or the Securities Act Regulations.The pro forma and pro forma as adjusted financial information and the related notes, if any, included or incorporated by reference inthe Registration Statement, the Pricing Disclosure Package and the Prospectus have been properly compiled and prepared in accordance withthe applicable requirements of the Securities Act, the Securities Act Regulations, the Exchange Act and the Exchange Act Regulations andpresent fairly the information shown therein, and the assumptions used in the preparation thereof are reasonable and the adjustments usedtherein are appropriate to give effect to the transactions and circumstances referred to therein. All disclosures contained in the RegistrationStatement, the Pricing Disclosure Package or the Prospectus, or incorporated or deemed incorporated by reference therein, regarding “non-GAAPfinancial measures” (as such term is defined by the rules and regulations of the Commission), if any, comply with RegulationG of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. Each of the Registration Statement,the Pricing Disclosure Package and the Prospectus discloses all material off-balance sheet transactions, arrangements, obligations (includingcontingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a materialcurrent or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity,capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement,the Pricing Disclosure Package and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, includingeach entity disclosed or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being a subsidiaryof the Company (each, a “Subsidiary” and, collectively, the “Subsidiaries”), has incurred any materialliabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business,(b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock, (c) therehas not been any change in the capital stock of the Company or any of its Subsidiaries, or, other than in the usual course of business,any grants under any stock compensation plan, and (d) there has not been any Material Adverse Change in the Company’s long-termor short-term debt.

2.9           AuthorizedCapital; Options, etc. The Company had, at the date or dates indicated in the Registration Statement, the Pricing DisclosurePackage and the Prospectus, the duly authorized, issued and outstanding capitalization as set forth therein. Based on the assumptionsstated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company will have on the Closing Date theadjusted stock capitalization set forth therein. Except as set forth in, or contemplated by, the Registration Statement, the Pricing DisclosurePackage and the Prospectus, on the Effective Date, as of the Applicable Time and on the Closing Date and any Option Closing Date, therewill be no stock options, warrants, or other rights to purchase or otherwise acquire any authorized, but unissued Common Shares of theCompany or any security convertible or exercisable into Common Shares of the Company, or any contracts or commitments to issue or sellCommon Shares or any such options, warrants, rights or convertible securities.

2.10.1.     OutstandingSecurities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement havebeen duly authorized and validly issued and are fully paid and non-assessable and have been issued in compliance with all United Statesfederal and state securities laws and all Canadian provincial securities laws; the holders thereof have no rights of rescission, rightsof first refusal or rights of participation or similar rights with respect thereto or put rights, and are not subject to personal liabilityby reason of being such holders; and none of such securities were issued in violation of the preemptive rights, rights of first refusalor rights of participation or similar rights of any holders of any security of the Company or similar contractual rights granted by theCompany. The authorized Common Shares conform in all material respects to all statements relating thereto contained in the RegistrationStatement, the Pricing Disclosure Package and the Prospectus. The offers and sales of the outstanding Common Shares were at all relevanttimes either registered under the Securities Act and the applicable state securities or “blue sky” laws, applicable CanadianSecurities Laws or, based in part on the representations and warranties of the purchasers of such Shares, exempt from such registrationrequirements.

2.10.2.      SecuritiesSold Pursuant to this Agreement. The Public Securities and Representative’s Securities have been duly authorized for issuanceand sale and, when issued and paid for, will be validly issued, fully paid and non-assessable; the holders thereof are not and will notbe subject to personal liability by reason of being such holders; the Public Securities and Representative’s Securities are notand will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted bythe Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities and Representative’sSecurities has been duly and validly taken. The Public Securities and Representative’s Securities conform in all material respectsto all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. Allcorporate action required to be taken for the authorization, issuance and sale of the Pre-Funded Warrants and Representative’s WarrantAgreement has been duly and validly taken; the Common Shares issuable upon exercise of the Pre-Funded Warrant and the Representative’sWarrant (the “Underlying Shares”) have been duly authorized and reserved for issuance by all necessary corporate actionon the part of the Company and when paid for and issued, such Underlying Shares will be validly issued, fully paid and non-assessable;the holders thereof are not and will not be subject to personal liability by reason of being such holders; and such Common Shares arenot and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights grantedby the Company.

2.11         RegistrationRights of Third Parties. Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, noholders of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities of the Company havethe right to require the Company to register any such securities of the Company under the Securities Act or to include any such securitiesin a registration statement to be filed by the Company.

2.12         Validityand Binding Effect of Agreements. This Agreement, the Pre-Funded Warrants and the Representative’s Warrant Agreement have beenduly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of theCompany, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limitedby bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability ofany indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedyof specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretionof the court before which any proceeding therefor may be brought.

2.13         NoConflicts, etc. The execution, delivery and performance by the Company of this Agreement, the Representative’s WarrantAgreement, the Pre-Funded Warrants and all ancillary documents, the consummation by the Company of the transactions herein and thereincontemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of noticeor the lapse of time or both: (i) result in a material breach of, or conflict with any of the terms and provisions of, or constitutea material default under, or result in the creation, modification, termination or imposition of any lien, charge, mortgage, pledge, securityinterest, claim, equity, trust, or other encumbrance, preferential arrangement, defect, or restriction of any kind whatsoever or encumbranceupon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, note, lease, loan agreement,or any other agreement or instrument, franchise, license, or permit to which the Company is a party or as to which any property of theCompany is a subject; or (ii) result in any violation of the provisions of the Company’s Notice of Articles or Articles (asthe same may be amended or restated from time to time, collectively, the “Charter”).

2.14         NoDefaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of any materiallicense, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencingan obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Companymay be bound or to which any of the properties or assets of the Company is subject. The Company is not (i) in violation of any termor provision of its Charter, or (ii) in violation of any franchise, license, permit, applicable law, rule, regulation, judgment,order or decree of any Governmental Entity.

2.15.1.     Conductof Business. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company hasall requisite corporate power and authority, and has all necessary consents, authorizations, approvals, orders, licenses, certificates,qualifications, registrations and permits of and from all governmental regulatory officials and bodies that it needs as of the date hereofto conduct its business purpose as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

2.15.2.     TransactionsContemplated Herein. The Company has all corporate power and authority to enter into this Agreement, the Pre-Funded Warrants and theRepresentative’s Warrant Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals,orders, licenses, certificates, qualifications, registrations and permits required in connection therewith have been obtained. No consent,authorization or order of, and no filing with, any court, government agency or other body is required for the valid issuance, sale anddelivery of the Public Securities and the Representative’s Securities and the consummation of the transactions and agreements contemplatedby this Agreement, the Pre-Funded Warrants and the Representative’s Warrant Agreement and as contemplated by the Registration Statement,the Pricing Disclosure Package and the Prospectus, except with respect to applicable federal and state securities laws and the rules andregulations of the Exchange and the Financial Industry Regulatory Authority, Inc. (“FINRA”), and the policiesof the Nasdaq Capital Market (the “Nasdaq”) or any other securities exchange that has registered with the Commissionunder Section 6 of the Securities Exchange Act of 1934 on which the Common Shares are listed (the “Listed Exchange”).

2.16         D&OQuestionnaires. To the Company’s knowledge, all information contained in the questionnaires (the “Questionnaires”)completed by each of the Company’s directors and officers immediately prior to the Offering (the “Insiders”)as supplemented by all information concerning the Company’s directors, officers and principal shareholders as described in the RegistrationStatement, the Pricing Disclosure Package and the Prospectus, as well as in the Lock-Up Agreement (as defined in Section 2.24 below),provided to the Underwriters, is true and correct in all material respects and the Company has not become aware of any information whichwould cause the information disclosed in the Questionnaires to become materially inaccurate and incorrect.

2.17         Litigation;Governmental Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental proceedingpending or, to the Company’s knowledge, threatened against, or involving the Company or, to the Company’s knowledge, any executiveofficer or director which has not been disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, orin connection with the Company’s listing application for the listing of the Public Securities on the Exchange, or which adverselyaffects or challenges the legality, validity or enforceability of this Agreement, the Pre-Funded Warrants, the Representative’sWarrant or the Public Securities.

2.18         GoodStanding. The Company has been duly incorporated and is validly existing as a corporation and is in good standing under the laws ofthe Province of Québec, Canada as of the date hereof, and is duly qualified to do business and is in good standing in each otherjurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failureto be so qualified or in good standing, singularly or in the aggregate, would not have or reasonably be expected to result in a MaterialAdverse Change.

2.19         Insurance.The Company carries or is entitled to the benefits of insurance, with reputable insurers, in such amounts and covering such risks whichthe Company believes are adequate, including, but not limited to, directors and officers insurance coverage at least equal to US$5,000,000and all such insurance is in full force and effect. The Company has no reason to believe that it will not be able (i) to renew itsexisting insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as maybe necessary or appropriate to conduct its business as now conducted and at a cost that would not result in a Material Adverse Change.

2.20.1.     Finder’sFees. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no claims, payments,arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company orany Insider with respect to the sale of the Public Securities hereunder or any other arrangements, agreements or understandings of theCompany or, to the Company’s knowledge, any of its shareholders that may affect the Underwriters’ compensation, as determinedby FINRA.

2.20.2.     PaymentsWithin Twelve (12) Months. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, theCompany has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee,consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons whoraised or provided capital to the Company; (ii) any FINRA member; or (iii) any person or entity that has any direct or indirectaffiliation or association with any FINRA member, within the twelve (12) months prior to the Effective Date, other than the payment tothe Underwriters as provided hereunder in connection with the Offering.

2.20.3.     Useof Proceeds. None of the net proceeds of the Offering will be paid by the Company to any participating FINRA member or its affiliates,except as specifically set out in the Registration Statement or as authorized herein.

2.20.4.     FINRAAffiliation. There is no (i) officer or director of the Company, (ii) beneficial owner of 5% or more of any class of theCompany's securities or (iii) beneficial owner of the Company's unregistered equity securities which were acquired during the 180-dayperiod immediately preceding the filing of the Registration Statement that is an affiliate or associated person of a FINRA member participatingin the Offering (as determined in accordance with the rules and regulations of FINRA). The Company (i) does not have any materiallending or other relationship with any bank or lending affiliate of any Underwriter and (ii) does not intend to use any of the proceedsfrom the sale of the Public Securities to repay any outstanding debt owed to any affiliate of any Underwriter.

2.20.5.     Information.All information provided by the Company in its, and, to the Company’s knowledge, all information provided by the Company’sofficers and directors in their FINRA questionnaires to Representative Counsel specifically for use by Representative Counsel in connectionwith its Public Offering System filings (and related disclosure) with FINRA is true, correct and complete in all material respects.

2.21         ForeignCorrupt Practices Act. None of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer, agent,employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, has,directly or indirectly, (i) given or agreed to give any money, gift or similar benefit (other than legal price concessions to customersin the ordinary course of business) to any customer, supplier, employee or agent of a customer or supplier, or official or employee ofany governmental agency or instrumentality of any government (domestic or foreign) or any political party or candidate for office (domesticor foreign) or other person who was, is, or may be in a position to help or hinder the business of the Company (or assist it in connectionwith any actual or proposed transaction) that (a) might subject the Company to any damage or penalty in any civil, criminal or governmentallitigation or proceeding, (b) if not given in the past, might have had a Material Adverse Change, (c) if not continued in thefuture, might adversely affect the assets, business, operations or prospects of the Company, or (d) violated or is in violation ofany provision of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”) or any applicable non-U.S. anti-briberystatute or regulation; (ii) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment; or (iii) receivednotice of any investigation, proceeding or inquiry by any Governmental Entity regarding any of the matters in clauses (i) or (ii) above;and the Company and, to the knowledge of the Company, the Company’s affiliates have conducted their respective businesses in compliancewith the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continueto ensure, continued compliance therewith. The Company has taken reasonable steps to ensure that its accounting controls and proceduresare sufficient to cause the Company to comply in all material respects with the FCPA.

2.22         Compliancewith OFAC. None of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer, agent, employee oraffiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, is currently subjectto any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”),and the Company will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make availablesuch proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any personcurrently subject to any U.S. sanctions administered by OFAC.

2.23         Forward-LookingStatements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of theExchange Act) contained in either the Registration Statement, Disclosure Package or Prospectus has been made or reaffirmed without a reasonablebasis or has been disclosed other than in good faith.

2.24         MoneyLaundering Laws. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicablefinancial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the moneylaundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines,issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”); and no action, suitor proceeding by or before any Governmental Entity involving the Company with respect to the Money Laundering Laws is pending or, to thebest knowledge of the Company, threatened.

2.25         Officers’Certificate. Any certificate signed by any duly authorized officer of the Company and delivered to the Representative or to RepresentativeCounsel shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby.

2.26         Lock-UpAgreements. Schedule 3 hereto contains a complete and accurate list of the Company’s officers and directors (collectively, the “Lock-Up Parties”). The Company has caused each of the Lock-Up Parties to deliver to the Representative an executedLock-Up Agreement, in the form attached hereto as Exhibit B (the “Lock-Up Agreement”), prior to the executionof this Agreement.

2.27         Subsidiaries.All direct and indirect Subsidiaries of the Company are duly organized and in good standing under the laws of the place of organizationor incorporation, and each Subsidiary is in good standing in each jurisdiction in which its ownership or lease of property or the conductof business requires such qualification, except where the failure to qualify would not have a material adverse effect on the assets, businessor operations of the Company taken as a whole. The Company’s ownership and control of each Subsidiary is as described in the RegistrationStatement, the Pricing Disclosure Package and the Prospectus.

2.28.1.     BusinessRelationships. There are no business relationships or related party transactions involving the Company or any other person requiredto be described in the Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required.

2.28.2.     NoRelationships with Customers and Suppliers. No relationship, direct or indirect, exists between or among the Company on the one hand,and the directors, officers, 5% or greater shareholders, customers or suppliers of the Company or any of the Company’s affiliateson the other hand, which is required to be described in the Registration Statement, the Pricing Disclosure Package and the Prospectusor a document incorporated by reference therein and which is not so described.

2.28.3.     NoLoans or Advances to Affiliates. There are no outstanding loans, advances (except normal advances for business expenses in the ordinarycourse of business), or guarantees or indebtedness by the Company to or for the benefit of any of the officers or directors of the Company,any other affiliates of the Company or any of their respective family members, except as disclosed in the Registration Statement, thePricing Disclosure Package, and the Prospectus.

2.28.4.     NoUnconsolidated Entities. There are no transactions, arrangements or other relationships between and/or among the Company, any of itsaffiliates (as such term is defined in Rule 405 of the Securities Act) and any unconsolidated entity, including, but not limitedto, any structured finance, special purpose or limited purpose entity that could reasonably be expected to materially affect the Company’sliquidity or the availability of or requirements for its capital resources required to be described in the Registration Statement, thePricing Disclosure Package and the Prospectus or a document incorporated by reference therein which have not been described as required.

2.29         Boardof Directors. The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectusand the Prospectus captioned “Directors and Executive Officers.” The qualifications of the persons serving as board membersand the overall composition of the board comply with the Exchange Act, the Exchange Act Regulations, the Sarbanes-Oxley Act of 2002 andthe rules promulgated thereunder (the “Sarbanes-Oxley Act”) applicable to the Company and the listing rules of theExchange. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financialexpert,” as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majorityof the persons serving on the Board of Directors qualify as “independent,” as defined under the listing rules of theExchange.

2.30.1.     DisclosureControls. The Company has developed and currently maintains disclosure controls and procedures that comply with Rule 13a-15 or15d-15 under the Exchange Act Regulations, and such controls and procedures are effective to ensure that all material information concerningthe Company will be made known on a timely basis to the individuals responsible for the preparation of the Company’s Exchange Actfilings and other public disclosure documents.

2.30.2.     Compliance.The Company is and on the Closing Date will be, in material compliance with the provisions of the Sarbanes-Oxley Act applicable to it,and has implemented or will implement such programs and taken reasonable steps to ensure the Company’s future compliance (not laterthan the relevant statutory and regulatory deadlines therefor) with all of the material provisions of the Sarbanes-Oxley Act.

2.30.3.      AccountingControls. The Company and its Subsidiaries maintain systems of “internal control over financial reporting” (as definedunder Rules 13a-15 and 15d-15 under the Exchange Act Regulations) that comply with the requirements of the Exchange Act and havebeen designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performingsimilar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with IFRS, including, but not limited to, internal accounting controls sufficient to provide reasonableassurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset accountability;(iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) therecorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respectto any differences. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Companyis not aware of any material weaknesses in its internal control over financial reporting. The Auditor and the Audit Committee of the Boardof Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operationof internal control over financial reporting which are known to the Company’s management and that have adversely affected or arereasonably likely to adversely affect the Company’ ability to record, process, summarize and report financial information; and (ii) anyfraud known to the Company’s management, whether or not material, that involves management or other employees who have a significantrole in the Company’s internal control over financial reporting. Since the date of the latest audited financial statements includedor incorporated by reference in the Pricing Disclosure Package, there has been no change in the Company’s internal control overfinancial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control overfinancial reporting.

2.31         NoInvestment Company Status. The Company is not and, after giving effect to the Offering and the application of the proceeds thereofas described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, will not be, required to register as an “investment company,” as defined in the Investment Company Act of 1940, as amended.

2.32         NoLabor Disputes. No labor dispute with the employees of the Company or any of its Subsidiaries exists or, to the knowledge of the Company,is imminent. To the knowledge of the Company, no executive officer of the Company is, or is now expected to be, in violation of any materialterm of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or anyother contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executiveofficer does not subject the Company to any liability with respect to any of the foregoing matters. The Company is in compliance withall federal, state, provincial, local and foreign laws and regulations relating to employment and employment practices, terms and conditionsof employment and wages and hours.

2.33         EmploymentBenefit Laws. The Company is not in violation of or has not received notice of any violation with respect to any federal, state, provincialor foreign law relating to discrimination in the hiring, promotion or pay of employees, nor any applicable federal, state, provincialor foreign wages and hours law, nor any state law precluding the denial of credit due to the neighborhood in which a property is situated,the violation of any of which could reasonably be expected to have a Material Adverse Change.

2.34.1.     Title,License or Right to Use. The Company and each of its Subsidiaries own, have valid and enforceable title to, license to, or otherwisehave the right to use, all patents, patent applications, inventions, all rights, whether conveyed by operation of law or contract, toany an all inventions made by an employee working in the scope of his or her employment, trademarks, service marks, trade names, corporatenames, trademark registrations, trademark applications, service mark registrations, logos, trade dress, designs, data, database rights, Internetdomain names, websites, web content, copyrights, moral rights, works of authorship, licenses, proprietary information and know-how (includingtrade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), and all otherworldwide intellectual property and proprietary rights, including registrations and applications for registration thereof (including allrights pertaining to the foregoing anywhere in the world, including rights arising under international treaties and conventions), andall common law rights to intellectual property and associated goodwill (collectively, “Intellectual Property”) necessaryfor the conduct of their respective businesses as currently conducted and as currently proposed to be conducted, or which are describedin the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned by or licensed to the Company or its Subsidiaries.Where the Company and its Subsidiaries owns the Intellectual Property (the “Owned Intellectual Property”), the OwnedIntellectual Property is owned by the Company or its Subsidiaries as sole and exclusive owner with good, valid and marketable title thereto,free and clear of all encumbrances. Where the Company or its Subsidiaries license the Intellectual Property (the “Licensed IntellectualProperty”), to the knowledge of the Company, the Company or its Subsidiaries have valid and enforceable licenses to use anythe Licensed Intellectual Property used by it in connection with, and as required for business of the Company and its Subsidiaries. Nolicenses have been granted by the Company or its Subsidiaries for the Owned Intellectual Property, except as described in the RegistrationStatement, the Pricing Disclosure Package and the Prospectus.

2.34.2.     NoViolation of Third Party Intellectual Property. The Company and its Subsidiaries conduct of their respective businesses as currentlyconducted does not, and, to its knowledge will not infringe, misappropriate or otherwise violate any Intellectual Property Rights of others.The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, inwhole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the knowledgeof the Company, no Person has infringed, misappropriated or violated the Owned Intellectual Property nor does such Owned IntellectualProperty infringe, misappropriate or violate the Intellectual Property of any third party. To the knowledge of the Company and its Subsidiaries,there is no application pending of any other Person which would or would potentially interfere with or infringe any Owned IntellectualProperty. The Company and its Subsidiaries have not received any notice of any claim of infringement, misappropriation or conflict withany intellectual property rights of another, and the Company is unaware of any facts which would form a reasonable basis for any suchnotice or claim. To the Company’s knowledge, there are no third parties who have rights to any Intellectual Property, except forcustomary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement,the Pricing Disclosure Package and the Prospectus as owned by or licensed to the Company or its Subsidiaries.

2.34.3.     NoPending Action. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there is nopending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (i) challenging the Company’srights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action,suit, proceeding or claim; (ii) challenging the validity, enforceability or scope of any Intellectual Property, and the Company isunaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (iii) asserting thatthe Company or its Subsidiaries infringe, misappropriate, or otherwise violate, or would, upon the commercialization of any product orservice described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development, infringe, misappropriate,or otherwise violate, any Intellectual Property rights of others, and the Company is unaware of any facts which would form a reasonablebasis for any such action, suit, proceeding or claim.

2.34.4.     Compliance;No Material Defects. To the knowledge of the Company, the Company and its Subsidiaries have complied with the terms of each agreementpursuant to which Intellectual Property has been licensed to the Company or its Subsidiaries, except as may not reasonably result in amaterial adverse effect, and all such agreements are in full force and effect. To the Company’s knowledge, there are no materialdefects in any of the patents or patent applications included in the Intellectual Property. All registrations, filings and actions necessaryto preserve the rights of the Company and its Subsidiaries to its Owned Intellectual Property have been made or taken in accordance withthe provisions of any applicable law, rule, regulation, judgment, order or decree of any Governmental Entity and all such Owned IntellectualProperty is valid and subsisting, in compliance with any existing applicable law, rule, regulation, judgment, order or decree of any GovernmentalEntity (including payment of filing, examination and maintenance fees and proofs of use) and is not subject to any unpaid maintenancefees or taxes or actions.

2.34.5.     Protectionof Intellectual Property. The Company and its Subsidiaries have taken all reasonable measures, in accordance with sound industry practices,to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentialityagreements and invention assignment agreements and invention assignments with their employees or service providers. All employees andother developers of Owned Intellectual Property have executed written contracts with the Company or its Subsidiaries which (i) protectthe confidentiality of all Intellectual Property, (ii) effect the full and irrevocable assignment to the Company and its Subsidiariesof all of the Intellectual Property conceived or reduced to practice by them for the Company or its Subsidiaries; and (iii) providethat employees and developers have waived all their non-assignable rights (including moral rights) in such Intellectual Property in favorof the Company and its Subsidiaries.

2.34.6.     Employees.No employee of the Company or its Subsidiaries is in or has been in violation of any material term of any employment contract, patentdisclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement,or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employmentwith the Company or its Subsidiaries, as applicable.

2.34.7.     Dutyof Candor and Good Faith. The duty of candor and good faith as required by the United States Patent and Trademark Office during theprosecution of the United States patents and patent applications within the Intellectual Property have been complied with; and in allforeign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Propertyor technology (including information technology and outsourced arrangements) employed by the Company or its Subsidiaries has been obtainedor is being used by the Company or its Subsidiary in violation of any contractual obligation binding on the Company or its Subsidiariesor any of their respective officers, directors or employees or otherwise in violation of the rights of any persons.

2.34.8.     TradeSecrets. The Company and its Subsidiaries have taken reasonable and customary actions to protect their rights in and prevent the unauthorizeduse and disclosure of trade secrets and confidential business information (including confidential source code, ideas, research and developmentinformation, know-how, formulas, compositions, technical data, designs, drawings, specifications, research records, records of inventions,test information, financial, marketing and business data, customer and supplier lists and information, pricing and cost information, businessand marketing plans and proposals) owned by the Company and its Subsidiaries, and, there has been no unauthorized use or disclosure ofthe trade secrets or confidential business information.

2.34.9.     ITAssets. Except as could not reasonably be expected to have a material adverse effect, (i) the computers, software, servers, networks,data communications lines, and other information technology systems owned, licensed, leased or otherwise used by the Company or its Subsidiaries(excluding any public networks) (collectively, the “IT Assets”) operate and perform as is necessary for the operationof the business of the Company and its Subsidiaries as currently conducted and as proposed to be conducted as described in the RegistrationStatement, the Pricing Disclosure Package and the Prospectus, and (ii) to the knowledge of the Company, such IT Assets are not infectedby viruses, disabling code or other harmful code. The Company and its Subsidiaries have at all times implemented and maintained all industrystandard controls, policies, procedures, and safeguards to maintain and protect their confidential information and the integrity, continuousoperation, redundancy and security of all IT Assets and data (including all Personal Data (defined below) sensitive, confidential or regulateddata used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses of or accessesto same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidentsunder internal review or investigations relating to the same.

2.34.10.   Tothe Company’s knowledge, there has been no security breach or other compromise of or relating to any of the Company’s or anySubsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respectivecustomers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) and (y) the Company and the Subsidiaries have not been notified of, and has no knowledgeof any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems andData; (ii) the Company and the Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders,rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligationsrelating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access,misappropriation or modification, except as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) theCompany and the Subsidiaries have implemented and maintained commercially reasonable safeguards to maintain and protect its material confidentialinformation and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company andthe Subsidiaries have implemented backup and disaster recovery technology consistent with commercially reasonable industry standards andpractices.

2.34.11.   DataPrivacy and Security Laws. The Company and its Subsidiaries are, and at all prior times were, in material compliance with all applicablestate and federal data privacy and security laws and regulations in the United States, including without limitation the Health InsurancePortability and Accountability Act of 1996 (“HIPAA”) as amended by the Health Information Technology for Economic andClinical Health Act, and all applicable provincial and federal data privacy and security laws and regulations in Canada, including withoutlimitation the Personal Information Protection and Electronic Documents Act (S.C. 2000, c. 5) (“PIPEDA”); and the Companyand its Subsidiaries have taken commercially reasonable actions to prepare to comply with, and have been and currently are in compliancewith, the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, the “PrivacyLaws”). To ensure compliance with the Privacy Laws, the Company and its Subsidiaries have in place, comply with, and take appropriatesteps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy andsecurity and the collection, storage, use, disclosure, handling, and analysis of Personal Data (the “Policies”). “PersonalData” means (i) a natural person’s name, street address, telephone number, e-mail address, photograph, social securitynumber or tax identification number, driver’s license number, passport number, credit card number, bank information, or customeror account number; (ii) any information which would qualify as “personally identifying information” under the FederalTrade Commission Act, as amended; (iii) Protected Health Information as defined by HIPAA; (iv) “personal information”, “personal health information”. and “business contact information” as defined by PIPEDA; (v) “personaldata” as defined by GDPR; and (vi) any other piece of information that allows the identification of such natural person, orhis or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation.The Company and its Subsidiaries have at all times made all disclosures to users or customers required by applicable laws and regulatoryrules or requirements, and none of such disclosures made or contained in any Policy have, to the knowledge of the Company, been inaccurateor in violation of any applicable laws and regulatory rules or requirements in any material respect. The Company further certifiesthat neither it nor any Subsidiary: (i) has received notice of any actual or potential liability under or relating to, or actualor potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected toresult in any such notice; (ii) is currently conducting or paying for, in whole or in part, any investigation, remediation, or othercorrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposes any obligationor liability under any Privacy Law.

2.35         Taxes.Each of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities priorto the date hereof or has duly obtained extensions of time for the filing thereof. Each of the Company and its Subsidiaries has paid alltaxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against theCompany or such respective Subsidiary. The provisions for taxes payable, if any, shown on the financial statements filed with or as partof the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and includingthe dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have beenraised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Companyor its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been givenby or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and othernet income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use,withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or othertaxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additionalamounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documentsrequired to be filed in respect to taxes.

2.36         ERISACompliance. The Company and any “employee benefit plan” (as defined under the Employee Retirement Income Security Actof 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) establishedor maintained by the Company or its “ERISA Affiliates” (as defined below) are in compliance in all material respects withERISA. “ERISA Affiliate” means, with respect to the Company, any member of any group of organizations described in Sections414(b),(c),(m) or (o) of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder(the “Code”) of which the Company is a member. No “reportable event” (as defined under ERISA) has occurred oris reasonably expected to occur with respect to any “employee benefit plan” established or maintained by the Company or anyof its ERISA Affiliates. No “employee benefit plan” established or maintained by the Company or any of its ERISA Affiliates,if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as definedunder ERISA). Neither the Company nor any of its ERISA Affiliates has incurred or reasonably expects to incur any material liability under(i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Sections412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” established or maintained by the Company or any of itsERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and, to the knowledge ofthe Company, nothing has occurred, whether by action or failure to act, which would cause the loss of such qualification.

2.37         Compliancewith Laws. The Company: (i) is and at all times has been in compliance with all statutes, rules, or regulations applicable tothe ownership, testing, development, manufacture, packaging, processing, use, distribution, marketing, labeling, promotion, sale, offerfor sale, storage, import, export, storage, or disposal of any product manufactured or distributed by the Company (“ApplicableLaws”), except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change; (ii) hasnot received any Governmental Entity alleging or asserting noncompliance with any Applicable Laws or any licenses, certificates, approvals,clearances, authorizations, permits, and supplements or amendments thereto required by any such Applicable Laws (“Authorizations”);(iii) possesses all material Authorizations and such Authorizations are valid and in full force and effect and are not in materialviolation of any term of any such Authorizations; (iv) has not received notice of any claim, action, suit, proceeding, hearing, enforcement,investigation, arbitration, or other action from any Governmental Entity or third party alleging that any product operation or activityconducted by the Company is in violation of any Applicable Laws or Authorizations and has no knowledge that any such Governmental Entityor third party is considering any such claim, litigation, arbitration, action, suit, investigation, or proceeding; (v) has not receivednotice that any Governmental Entity has taken, is taking or intends to take action to limit, suspend, modify, or revoke any Authorizationsand has no knowledge that any such Governmental Entity is considering such action; (vi) has filed, obtained, maintained, or submittedall material reports, documents, forms, notices, applications, records, claims, submissions, and supplements or amendments as requiredby any Applicable Laws or Authorizations and that all such reports, documents, forms, notices, applications, records, claims, submissions,and supplements or amendments were complete and correct in all material respects on the date filed (or were corrected or supplementedby a subsequent submission); and (vii) has not, either voluntarily or involuntarily, initiated, conducted, or issued or caused tobe initiated, conducted or issued, any recall, market withdrawal or replacement, safety alert, post-sale warning, “dear doctor”letter, or other notice or action relating to the alleged lack of safety or efficacy of any product or any alleged product defect or violationand, to the Company’s knowledge, no third party has initiated, conducted or intends to initiate any such notice or action.

2.38         Applicationof Takeover Provisions. The Company and the Board have taken all necessary action, if any, in order to render inapplicable any controlshare acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeoverprovision under the Company’s Articles (or similar constating documents) or the laws of its jurisdiction of incorporation that isor could become applicable as a result of the Underwriters and the Company fulfilling their obligations or exercising their rights underthis Agreement and the Pre-Funded Warrants.

2.39         IneligibleIssuer. At the time of filing the Registration Statement and any post-effective amendment thereto, at the time of effectiveness ofthe Registration Statement and any amendment thereto, at the earliest time thereafter that the Company or another offering participantmade a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act Regulations) of the Public Securities andat the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405, without taking accountof any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an ineligibleissuer.

2.40         Realand Personal Property. Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Companyand its Subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of realor personal property which are material to the business of the Company and its Subsidiaries taken as a whole, in each case free and clearof all liens, encumbrances, security interests, claims and defects that do not, singly or in the aggregate, materially affect the valueof such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its Subsidiaries;and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and underwhich the Company or any of its Subsidiaries holds properties described in the Registration Statement, the Pricing Disclosure Packageand the Prospectus, are in full force and effect, and neither the Company nor any Subsidiary has received any notice of any material claimof any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary under any of the leases or subleasesmentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased orsubleased premises under any such lease or sublease.

2.41         ContractsAffecting Capital. There are no transactions, arrangements or other relationships between and/or among the Company, any of its affiliates(as such term is defined in Rule 405 of the Securities Act Regulations) and any unconsolidated entity, including, but not limitedto, any structured finance, special purpose or limited purpose entity that could reasonably be expected to materially affect the Company’sor any of its Subsidiaries’ liquidity or the availability of or requirements for their capital resources required to be describedor incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus which have not been describedor incorporated by reference as required.

2.42         Loansto Directors or Officers. There are no outstanding loans, advances (except normal advances for business expenses in the ordinary courseof business) or guarantees or indebtedness by the Company or its Subsidiaries to or for the benefit of any of the officers or directorsof the Company, its Subsidiaries or any of their respective family members, except as disclosed in the Registration Statement, the PricingDisclosure Package and the Prospectus.

2.43         EmergingGrowth Company. Since the closing of its initial public offering on February 26, 2021 through the date hereof, the Company hasbeen and is an “emerging growth company,” as defined in Section 2(a) of the Securities Act (an “EmergingGrowth Company”).

2.44         IndustryData. The statistical and market-related data included in each of the Registration Statement, the Pricing Disclosure Package and theProspectus are based on or derived from sources that the Company reasonably and in good faith believes are reliable and accurate or representthe Company’s good faith estimates that are made on the basis of data derived from such sources.

2.45         MarginSecurities. The Company owns no “margin securities” as that term is defined in Regulation U of the Board of Governorsof the Federal Reserve System (the “Federal Reserve Board”), and none of the proceeds of Offering will be used, directlyor indirectly, for the purpose of purchasing or carrying any margin security, for the purpose of reducing or retiring any indebtednesswhich was originally incurred to purchase or carry any margin security or for any other purpose which might cause any of the Common Sharesto be considered a “purpose credit” within the meanings of Regulation T, U or X of the Federal Reserve Board.

2.46         ExchangeAct Reports. The Company has filed in a timely manner all reports required to be filed pursuantto Sections 13(a), 13(e), 14 and 15(d) of the Exchange Act during the preceding twelve (12) months (except to the extent that Section 15(d) requiresreports to be filed pursuant to Sections 13(d) and 13(g) of the Exchange Act, which shall be governed by the next clause ofthis sentence); and the Company has filed in a timely manner all reports required to be filed pursuant to Sections 13(d) and 13(g) ofthe Exchange Act since February 23, 2021, except where the failure to timely file could not reasonably be expected, individuallyor in the aggregate, to have a Material Adverse Change.

2.47         MinuteBooks. The minute books of the Company and each Subsidiary have been made available to the Underwriters and Representative Counsel,and such books (i) contain a complete summary of all meetings and actions of the Board (including each Board committee) and shareholdersof the Company (or analogous governing bodies and interest holders, as applicable), and each of its Subsidiaries since the time of itsrespective incorporation or organization through the date of the latest meeting and action, and (ii) accurately in all material respectsreflect all transactions referred to in such minutes. There are no material transactions, agreements, dispositions, or other actions ofthe Company and each Subsidiary that are not properly approved and/or accurately and fairly recorded in the minute books of the Companyor its Subsidiary, as applicable.

2.48.1.     Compliance.The Company and its Subsidiaries are in compliance with all federal, state, provincial and local laws and regulations relating to theuse, treatment, storage and disposal of hazardous or toxic substances or waste and protection of health and safety or the environmentwhich are applicable to their businesses (“Environmental Laws”).

2.48.2.     Permits.The Company has all permits, authorizations and approvals required under any applicable Environmental Laws and is in compliance with theirrequirements.

2.48.3.     HazardousSubstances. There has been no storage, generation, transportation, handling, treatment, disposal, discharge, emission or other releaseof any kind of toxic or other wastes or other hazardous substances by, due to, or caused by the Company or any of its Subsidiaries (or,to the Company’s knowledge, any other entity for whose acts or omissions the Company or any of its Subsidiaries is or may otherwisebe liable) upon any of the property now or previously owned or leased by the Company or any of its Subsidiaries, or upon any other property,in violation of any law, statute, ordinance, rule, regulation, order, judgment, decree or permit or which would, under any law, statute,ordinance, rule (including rule of common law), regulation, order, judgment, decree or permit, give rise to any liability, exceptfor any violation or liability which would not have, singularly or in the aggregate with all such violations and liabilities, a MaterialAdverse Effect; and there has been no disposal, discharge, emission or other release of any kind in violation of Environmental Laws ontosuch property or into the environment surrounding such property of any toxic or other wastes or other hazardous substances with respectto which the Company has knowledge.

2.48.4.     NoPending or Threatened Proceedings. There are no pending or, to the knowledge of the Company, threatened administrative, regulatoryor judicial actions, suits, demands, demand letters, claims, liens, notices of non-compliance or violation, investigation or proceedingsrelating to any Environmental Laws against the Company.

2.48.5.     NoBasis for Action. There are no events or circumstances, to the knowledge of the Company, that would reasonably be expected to formthe basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or Governmental Entity or againstor affecting the Company relating to any Environmental Laws.

2.48.6.     PeriodicReview. In the ordinary course of business, the Company and its Subsidiaries conduct periodic reviews of the effect of EnvironmentalLaws on their business and assets, in the course of which they identify and evaluate associated costs and liabilities (including, withoutlimitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws orgovernmental permits issued thereunder, any related constraints on operating activities and any potential liabilities to third parties).On the basis of such reviews, the Company and its Subsidiaries have reasonably concluded that such associated costs and liabilities wouldnot have, singularly or in the aggregate, a Material Adverse Effect.

2.49         Compliancewith FTC, U.S. Department of Health and Human Services. There is no complaint to or audit, proceeding, investigation (formal or informal)or claim currently pending against the Company or its Subsidiaries, or to the knowledge of the Company, any of its customers (specificto the customer’s use of the products or services of the Company) by the Federal Trade Commission, the U.S. Department of Healthand Human Services and any office contained therein (“HHS”), or any similar authority in any jurisdiction other than the UnitedStates or any other governmental entity, or by any person in respect of the collection, use or disclosure of Personal Data by the Companyor its Subsidiaries, and, to the knowledge of the Company, no such complaint, audit, proceeding, investigation or claim is threatened.

2.50         Exportand Import Laws. The Company and, to the Company’s knowledge, each of its affiliates, and any director, officer, agent or employeeof, or other person associated with or acting on behalf of the Company, has acted at all times in compliance in all material respectswith applicable Export and Import Laws (as defined below) and there are no claims, complaints, charges, investigations or proceedingspending or expected or, to the knowledge of the Company, threatened between the Company or any of its Subsidiaries and any GovernmentalEntity under any Export or Import Laws. The term “Export and Import Laws” means the Arms Export Control Act, the InternationalTraffic in Arms Regulations, the Export Administration Act of 1979, as amended, the Export Administration Regulations, and all other lawsand regulations of the United States government regulating the provision of services to non-U.S. parties or the export and import of articlesor information from and to the United States of America, and all similar laws and regulations of any foreign government regulating theprovision of services to parties not of the foreign country or the export and import of articles and information from and to the foreigncountry to parties not of the foreign country.

2.51         Integration.Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly or indirectly, made any offersor sales of any security or solicited any offers to buy any security, under circumstances that would cause the Offering to be integratedwith prior offerings by the Company for purposes of the Securities Act that would require the registration of any such securities underthe Securities Act.

2.52         NoStabilization. Neither the Company nor, to its knowledge, any of its employees, directors or shareholders (without the consent ofthe Representative) has taken or shall take, directly or indirectly, any action designed to or that has constituted or that might reasonablybe expected to cause or result in, under Regulation M of the Exchange Act, or otherwise, stabilization or manipulation of the price ofany security of the Company to facilitate the sale or resale of the Public Securities.

2.53         NoUndisclosed Relationships. No relationship, direct or indirect, exists between or among the Company or any of its Subsidiaries, onthe one hand, and the directors, officers, shareholders, customers, suppliers or other affiliates of the Company or any of its Subsidiaries,on the other, that is required by the Securities Act to be described in each of the Registration Statement and the Prospectus and thatis not so described in such documents and in the Pricing Disclosure Package.

2.54         Confidentialityand Non-Competition. To the Company’s knowledge, no director, officer, key employee or consultant of the Company is subjectto any confidentiality, non-disclosure, non-competition agreement or non-solicitation agreement with any employer or prior employer thatcould reasonably be expected to materially affect his ability to be and act in his respective capacity of the Company or be expected toresult in a Material Adverse Change.

2.55         Testing-the-WatersCommunications. The Company has not (i) alone engaged in any Testing-the-Waters Communications, other than Testing-the-WatersCommunications with the written consent of the Representative and with entities that are qualified institutional buyers within the meaningof Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501 under theSecurities Act and (ii) authorized anyone other than the Representative to engage in Testing-the-Waters Communications. The Companyconfirms that the Representative has been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Companyhas not distributed any Written Testing-the-Waters Communications other than those listed on Schedule 2-C hereto. “Written Testing-the-WatersCommunication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 underthe Securities Act.

2.56         ElectronicRoad Show. The Company has made available a Bona Fide Electronic Road Show in compliance with Rule 433(d)(8)(ii) of theSecurities Act Regulations such that no filing of any “road show” (as defined in Rule 433(h) of the Securities ActRegulations) is required in connection with the Offering.

2.57         CorporateRecords. The corporate records of the Company have been made available to the Representative and Representative Counsel, and suchcorporate records accurately in all material respects reflect all transactions referred to in such records. There are no material transactions,agreements, dispositions or other actions of the Company that are not properly approved and/or accurately and fairly recorded in the corporaterecords of the Company, as applicable.

2.58         ForeignPrivate Issuer. From the end of the Company’s most recently completed second fiscal quarter (or if earlier, the first date onwhich the Company engaged directly or through any person authorized to act on its behalf in any Testing-the-Waters Communication) throughthe date hereof, the Company has been and is a “foreign private issuer” within the meaning of Rule 405 under the SecuritiesAct.

2.59.1.     TheCompany is a reporting issuer in the Province of Quebec and is not included on a list of defaulting reporting issuers maintained by thesecurities regulators of such jurisdiction.

2.59.2.     TheCompany is in compliance in all material respects with its timely and continuous disclosure obligations under all applicable CanadianSecurities Laws and the Company is not in default of its filings under, nor has it failed to file or publish any document required tobe filed or published under all applicable Canadian Securities Laws and, without limiting the generality of the foregoing, there has notoccurred any Material Adverse Change since the respective dates as of which information is given in the Canadian Public Disclosure Documentswhich has not been publicly disclosed on a non-confidential basis and the Company has not filed any confidential material change reportssince the date of such statements which remain confidential as at the date hereof.

2.59.3.     TheCanadian Public Disclosure Documents contain no untrue statement of a material fact as at the dates thereof nor do they omit to statea material fact which, at the date thereof, was required to have been stated or was necessary to prevent a statement that was made frombeing false or misleading in the circumstances in which it was made and were prepared in accordance with and comply with Canadian SecuritiesLaws.

2.59.4.     Thereare no reports or information that, in accordance with the requirements of the Canadian Securities Regulators or applicable Canadian SecuritiesLaws, must be made publicly available in connection with the Offering that have not been made publicly available, as required. There areno documents required to be filed with the Canadian Securities Regulators as of the date hereof in connection with the Offering that havenot been filed as required, other than the filing of the Registration Statement and any post-closing filings required to be made by theCompany pursuant to the Canadian Securities Laws.

3.1           Amendmentsto Registration Statement. The Company shall deliver to the Representative, prior to filing, any amendment or supplement to the RegistrationStatement, Preliminary Prospectus, Pricing Disclosure Package or Prospectus proposed to be filed after the Effective Date and not fileany such amendment or supplement to which the Representative shall reasonably object in writing.

3.2           UnitedStates Federal Securities Laws and Canadian Securities Laws.

Compliance. The Company, subject to Section 3.2.2, shallcomply with the requirements of Rule 430A of the Securities Act Regulations, and will notify the Representative promptly, and confirmthe notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective or any amendmentor supplement to any Preliminary Prospectus, the Pricing Disclosure Package or the Prospectus shall have been filed and when any post-effectiveamendment to the Registration Statement shall become effective; (ii) of the receipt of any comments from the Commission; (iii) ofany request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any Preliminary Prospectus,the Pricing Disclosure Package or the Prospectus or for additional information; (iv) of the issuance by the Commission of any stoporder suspending the effectiveness of the Registration Statement or any post-effective amendment or of any order preventing or suspendingthe use of any Preliminary Prospectus or the Prospectus, or of the suspension of the qualification of the Public Securities and Representative’sSecurities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes orof any examination pursuant to Section 8(d) or 8(e) of the Securities Act concerning the Registration Statement and (v) ifthe Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the Offering of the PublicSecurities and Representative’s Securities. The Company shall effect all filings required under Rule 424(b) of the SecuritiesAct Regulations, in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)),and shall take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) wasreceived for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. The Company shall complywith the requirements of Section 12 of the Securities Act (Québec) with respect to the Offering. The Underwriters and theCompany agree to conduct the Offering in such a manner so as not to require registration thereof or the filing of a registration statementor a prospectus or similar document in any jurisdiction, other than the United States of America. To the extent that the Company and theUnderwriters agree in writing that Firm Securities will be offered to residents of Canada on a private placement basis exempt from theprospectus requirements of Canadian Securities Laws, the Company shall comply with the requirements relating to the prospectus exemptionsunder the Canadian Securities Laws with respect to the Offering that is made to a purchaser that is resident in Canada and the Underwritersshall comply with all reasonable requests in connection with such offering made by the Company and in such written agreement

3.2.1.       TheCompany shall use its best efforts to prevent the issuance of any stop order, prevention or suspension and, if any such order is issued,to obtain the lifting thereof at the earliest possible moment.

3.2.2.       ContinuedCompliance. The Company shall comply with the Securities Act, the Securities Act Regulations, the Exchange Act and the Exchange ActRegulations and the Canadian Securities Laws so as to permit the completion of the distribution of the Public Securities as contemplatedin this Agreement, the Pre-Funded Warrants and in the Registration Statement, the Pricing Disclosure Package and the Prospectus. If atany time when a prospectus relating to the Public Securities is (or, but for the exception afforded by Rule 172 of the SecuritiesAct Regulations (“Rule 172”), would be) required by the Securities Act to be delivered in connection with salesof the Public Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of RepresentativeCounsel or for the Company, to (i) amend the Registration Statement in order that the Registration Statement will not include anuntrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statementstherein not misleading; (ii) amend or supplement the Pricing Disclosure Package or the Prospectus in order that the Pricing DisclosurePackage or the Prospectus, as the case may be, will not include any untrue statement of a material fact or omit to state a material factnecessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is deliveredto a purchaser or (iii) amend the Registration Statement or amend or supplement the Pricing Disclosure Package or the Prospectus,as the case may be, in order to comply with the requirements of the Securities Act or the Securities Act Regulations, the Company willpromptly (A) give the Representative notice of such event; (B) prepare any amendment or supplement as may be necessary to correctsuch statement or omission or to make the Registration Statement, the Pricing Disclosure Package or the Prospectus comply with such requirementsand, a reasonable amount of time prior to any proposed filing or use, furnish the Representative with copies of any such amendment orsupplement and (C) file with the Commission any such amendment or supplement; provided that the Company shall not file or use anysuch amendment or supplement to which the Representative or Representative Counsel shall reasonably object. The Company will furnish tothe Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. The Company has giventhe Representative notice of any filings made pursuant to the Exchange Act or the Exchange Act Regulations within 48 hours prior to theApplicable Time. The Company shall give the Representative notice of its intention to make any such filing from the Applicable Time untilthe later of the Closing Date and the exercise in full or expiration of the Over-allotment Option specified in Section 1.2 hereofand will furnish the Representative with copies of the related document(s) a reasonable amount of time prior to such proposed filing,as the case may be, and will not file or use any such document to which the Representative or Representative Counsel shall reasonablyobject.

3.2.3.       ExchangeAct Registration. For a period of three (3) years after the date of this Agreement or the expiration or exercise of all of thePre-Funded Warrants, whichever is later, the Company shall use its best efforts to maintain the registration of the Common Shares underthe Exchange Act. The Company shall not deregister the Common Shares under the Exchange Act without the prior written consent of the Representative.

3.2.4.       FreeWriting Prospectuses. The Company agrees that, unless it obtains the prior written consent of the Representative, it shall not makeany offer relating to the Public Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitutea “free writing prospectus,” or a portion thereof, required to be filed by the Company with the Commission or retained bythe Company under Rule 433; provided that the Representative shall be deemed to have consented to each Issuer General Use Free WritingProspectus hereto and any “road show that is a written communication” within the meaning of Rule 433(d)(8)(i) thathas been reviewed by the Representative. The Company represents that it has treated or agrees that it will treat each such free writingprospectus consented to, or deemed consented to, by the Underwriters as an “issuer free writing prospectus,” as defined inRule 433, and that it has complied and will comply with the applicable requirements of Rule 433 with respect thereto, includingtimely filing with the Commission where required, legending and record keeping. If at any time following issuance of an Issuer Free WritingProspectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or wouldconflict with the information contained in the Registration Statement or included or would include an untrue statement of a material factor omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstancesexisting at that subsequent time, not misleading, the Company will promptly notify the Underwriters and will promptly amend or supplement,at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

3.2.5.       Testing-the-WatersCommunications. If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occursan event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statementof a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light ofthe circumstances existing at that subsequent time, not misleading, the Company shall promptly notify the Representative and shall promptlyamend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement oromission.

3.3           Deliveryto the Underwriters of Registration Statements. The Company has delivered or made available or shall deliver or make available tothe Representative and Representative Counsel, without charge, signed copies of the Registration Statement as originally filed and eachamendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to beincorporated by reference therein) and signed copies of all consents and certificates of experts, and will also deliver to the Underwriters,without charge, a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits) for eachof the Underwriters. The copies of the Registration Statement and each amendment thereto furnished to the Underwriters will be identicalto the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by RegulationS-T.

3.4           Deliveryto the Underwriters of Prospectuses. The Company has delivered or made available or will deliver or make available to each Underwriter,without charge, as many copies of each Preliminary Prospectus as such Underwriter reasonably requested, and the Company hereby consentsto the use of such copies for purposes permitted by the Securities Act. The Company will furnish to each Underwriter, without charge,during the period when a prospectus relating to the Public Securities is (or, but for the exception afforded by Rule 172, would be)required to be delivered under the Securities Act, such number of copies of the Prospectus (as amended or supplemented) as such Underwritermay reasonably request. The Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to theelectronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

3.5           Effectivenessand Events Requiring Notice to the Representative. The Company shall use its best efforts to cause the Registration Statement to remaineffective with a current prospectus related to the Registration Statement, promptly amending theprospectus that is part of the Registration Statement as necessary to comply with the requirements of the Securities Act of 1933, as amended,as well as any applicable rules and regulations promulgated by the Commission until the later of (i) at least nine (9) monthsafter the Applicable Time and (ii) through and including the expiration date of the Pre-Funded Warrants (or the date that all ofthe Pre-Funded Warrants have been exercised, if earlier), and shall notify the Representative immediately and confirm the notice in writing:(i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission ofany stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securitiescommission of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdictionor of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the issuance by any Canadian Securities Regulatorof a Cease Trade Order or of the initiation, or the threatening, of a Cease Trade Order or an administrative sanction relating to theOffering or any proceeding for that purpose; (v) of the mailing and delivery to the Commission for filing of any amendment or supplementto the Registration Statement or Prospectus; (vi) of the receipt of any comments or request for any additional information from theCommission; and (vii) of the happening of any event during the period described in this Section 3.5 that, in the judgment ofthe Company, makes any statement of a material fact made in the Registration Statement, the Pricing Disclosure Package or the Prospectusuntrue or that requires the making of any changes in (a) the Registration Statement in order to make the statements therein not misleading,or (b) in the Pricing Disclosure Package or the Prospectus in order to make the statements therein, in light of the circumstancesunder which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend suchqualification at any time, the Company shall make every reasonable effort to obtain promptly the lifting of such order. If any CanadianSecurities Regulator shall enter a Cease Trade Order at any time, the Company shall make every reasonable effort to obtain promptly thelifting of such order.

3.6           Reviewof Financial Statements. For a period of five (5) years after the date of this Agreement, the Company, at its expense, shallcause its regularly engaged independent registered public accounting firm to review (but not audit) the Company’s financial statementsfor each of the three fiscal quarters immediately preceding the announcement of any quarterly financial information.

3.7           Listing.The Company shall use its best efforts to maintain the listing of the Common Shares (including the Public Securities) on the Nasdaq ora Listed Exchange until the later three (3) years from the date of this Agreement or the datethat all of the Pre-Funded Warrants have been exercised or otherwise expired provided that this covenant shall not prevent the Companyfrom completing any transaction which would result in the Common Shares ceasing to be listed so long as the holders of Common Shares receivesecurities of an entity which is listed on a Trading Market or cash, or the holders of Common Shares have approved the transaction inaccordance with the requirements of applicable corporate and securities laws and the rules and policies of Nasdaq or a Listed Exchange.“Trading Market” means any of the following markets or exchanges on which theCommon Shares is listed or quoted for trading on the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market,the Nasdaq Global Select Market, or the New York Stock Exchange (or any successors to any of the foregoing).

3.8           ExchangeSubmission of Listing of Additional Shares. The Company agrees to make a timely submission of the Listing of Additional Shares NotificationForm with the Exchange with respect to the Offering of the Public Securities.

1.1.1.       PeriodicReports, etc. For a period of three (3) years after the date of this Agreement, the Company shall furnish or make availableto the Representative copies of such financial statements and other periodic and special reports as the Company from time to time furnishesgenerally to holders of any class of its securities and also promptly furnish to the Representative: (i) a copy of each periodicreport the Company shall be required to file with the Commission under the Exchange Act and the Exchange Act Regulations; (ii) acopy of every press release and every news item and article with respect to the Company or its affairs which was released by the Company;(iii) a copy of each Form 8-K or Form 6-K prepared and filed by the Company; (iv) five copies of each registrationstatement filed by the Company under the Securities Act; (v) a copy of each report or other communication furnished to shareholders;and (vi) such additional documents and information with respect to the Company and the affairs of any future subsidiaries of theCompany as the Representative may from time to time reasonably request; provided the Representative shall sign, if requested by the Company,a Regulation FD compliant confidentiality agreement which is reasonably acceptable to the Representative and Representative Counsel inconnection with the Representative’s receipt of such information. Documents filed with the Commission pursuant to its EDGAR systemshall be deemed to have been delivered to the Representative pursuant to this Section 3.9.1. “EDGAR”means the Electronic Data Gathering, Analysis, and Retrieval system.

3.10.1.     TransferAgent; Transfer Sheets. For a period of three (3) years after the date of this Agreement or the expiration or exercise of allof the Pre-Funded Warrants, whichever is later, the Company shall retain a transfer agent and registrar acceptable to the Representative(the “Transfer Agent”) and shall furnish to the Representative at the Company’s sole cost and expense such transfersheets of the Company’s securities as the Representative may reasonably request, including the daily and monthly consolidated transfersheets of the Transfer Agent and DTC. VStock Transfer, LLC is acceptable to the Representative to act as Transfer Agent for the CommonShares.

3.10.2.     TradingReports. During such time as the Public Securities are listed on the Exchange, the Company shall provide to the Representative, atthe Company’s expense, such reports published by Exchange relating to price trading of the Public Securities, as the Representativeshall reasonably request.

3.11.1.           GeneralExpenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any,to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement,including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Common Shares tobe sold in the Offering (including the Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associatedwith the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchangeand such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DepositoryTrust Company (DTC) for new securities; (d) all fees, expenses and disbursements relating to background checks of the Company’sofficers, directors and entities in an amount not to exceed US$15,000 in the aggregate; (e) all fees, expenses and disbursementsrelating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such statesand other jurisdictions as the Representative may reasonably designate; (f) all fees, expenses and disbursements relating to theregistration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representativemay reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation,the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement,Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibitsthereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expensesof a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities;(j) fees and expenses of the transfer agent for the Common Shares; (k) stock transfer and/or stamp taxes, if any, payable uponthe transfer of securities from the Company to the Underwriters; (l) the costs associated with post-Closing advertising the Offeringin the national editions of the Wall Street Journal and New York Times; (m) the fees and expenses of the Company’s accountants;(n) the fees and expenses of the Company’s legal counsel and other agents and representatives; (o) fees and expenses ofthe Representative’s legal counsel not to exceed US$125,000; (p) the US$29,500 cost associated with the Underwriter’suse of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (q) US$10,000 for data servicesand communications expenses; (r) up to US$10,000 of the Representative’s actual accountable “road show” expenses;and (s) up to US$20,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering.The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option ClosingDate, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

3.11.2.     Non-accountableExpenses. The Company further agrees that, in addition to the expenses payable pursuant to Section 3.11.1, on the Closing Dateand the Option Closing Date it shall pay to the Representative, by deduction from the net proceeds of the Offering contemplated herein,a non-accountable expense allowance equal to one percent (1%) of the gross proceeds received by the Company from the sale of the FirmSecurities and the Option Securities, as applicable, less the Advance (as such term is defined in Section 8.3 hereof), provided,however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8.3hereof.

3.12         Applicationof Net Proceeds. The Company shall apply the net proceeds from the Offering received by it in a manner consistent with the applicationthereof described under the caption “Use of Proceeds” in the Registration Statement, the Pricing Disclosure Package and theProspectus.

3.13         Deliveryof Earnings Statements to Security Holders. The Company shall make generally available to its security holders as soon as practicable,but not later than the first day of the fifteenth (15th) full calendar month following the date of this Agreement, an earnings statement(which need not be certified by an independent registered public accounting firm unless required by the Securities Act or the SecuritiesAct Regulations, but which shall satisfy the provisions of Rule 158(a) under Section 11(a) of the Securities Act)covering a period of at least twelve (12) consecutive months beginning after the date of this Agreement. Forthe avoidance of doubt, earnings statements filed with the Commission pursuant to EDGAR shall be deemed to have been made available tothe Company’s security holders for purposes of this Section 3.13.

3.14         Stabilization.Neither the Company nor, to its knowledge, any of its employees, directors or shareholders (without the consent of the Representative)has taken or shall take, directly or indirectly, any action designed to or that has constituted or that might reasonably be expected tocause or result in, under Regulation M of the Exchange Act, or otherwise, stabilization or manipulation of the price of any security ofthe Company to facilitate the sale or resale of the Public Securities.

3.15         InternalControls. The Company shall maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactionsare executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessaryin order to permit preparation of financial statements in accordance with IFRS and to maintain accountability for assets; (iii) accessto assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountabilityfor assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

3.16         Accountants.As of the date of this Agreement, the Company shall retain an independent registered public accounting firm reasonably acceptable to theRepresentative, and the Company shall continue to retain a nationally recognized independent registered public accounting firm for a periodof at least three (3) years after the date of this Agreement. The Representative acknowledges that M&K CPAS, PLLC is acceptableto the Representative.

3.17         FINRA.The Company shall advise the Representative (who shall make an appropriate filing with FINRA) if it is or becomes aware that (i) anyofficer or director of the Company, (ii) any beneficial owner of 5% or more of any class of the Company's securities or (iii) anybeneficial owner of the Company's unregistered equity securities which were acquired during the 180 days immediately preceding the filingof the Registration Statement is or becomes an affiliate or associated person of a FINRA member participating in the Offering (as determinedin accordance with the rules and regulations of FINRA).

3.18         NoFiduciary Duties. The Company acknowledges and agrees that the Underwriters’ responsibility to the Company is solely contractualin nature and that none of the Underwriters or their affiliates or any selling agent shall be deemed to be acting in a fiduciary capacity,or otherwise owes any fiduciary duty to the Company or any of its affiliates in connection with the Offering and the other transactionscontemplated by this Agreement.

3.20.1.     Restrictionon Sales of Capital Stock. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consentof the Representative, it will not, for a period of sixty (60) days after the date of this Agreement (the “Lock-Up Period”),(i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grantany option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or anysecurities convertible into or exercisable or exchangeable for Common Shares; (ii) file or cause to be filed any registration statementwith the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable forCommon Shares; (iii) complete any offering of debt securities of the Company, other than entering into a line of credit or mortgagewith a traditional bank or floorplan financing with a traditional lender in the ordinary course of business or (iv) enter into anyswap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Shares,whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of Common Sharesor such other securities, in cash or otherwise.

3.20.2.     Therestrictions contained in this Section 3.20 shall not apply to (i) the Public Securities and the Common Shares issuable pursuantto the exercise of the Pre-Funded Warrants, if any, (ii) the issuance by the Company of Common Shares upon the exercise of a stockoption or warrant or the conversion of a security outstanding on the date hereof, which is disclosed in the Registration Statement, DisclosurePackage and Prospectus, provided that such options, warrants, and securities have not been amended since the date of this Agreement toincrease the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or toextend the term of such securities, (iii) the issuance of shares and/or convertible notes in connection with the exercise of an optionto acquire all of the outstanding membership interests of Moore Marine Ventures LLC (“Marine Ventures”), a Floridalimited liability company controlled by Roger Moore, and/or the properties indirectly owned by Marine Ventures, set forth in the EquityPurchase Agreement with Nautical Ventures Group Inc. dated June 20, 2025 (the “Equity Purchase Agreement”), providedthat the Equity Purchase Agreement not been amended since the date of this Agreement to increase the number of such securities or to decreasethe exercise price, exchange price or conversion price of such securities or to extend the term of such securities, (iv) the issuanceby the Company of stock options, shares of capital stock of the Company, or other awards under any equity compensation plan of the Company,provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period.

3.21         Restrictionon Continuous Offerings. Notwithstanding the restrictions contained in Section 3.20.1, the Company, on behalf of itself and anysuccessor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of six (6) monthsafter the date of this Agreement, directly or indirectly in any “at-the-market”, continuous equity or variable rate transaction,offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of Common Shares or any securities convertible intoor exercisable or exchangeable for Common Shares.

3.22         Releaseof D&O Lock-up Period. If the Representative, in its sole discretion, agrees to release or waive the restrictions set forth inthe Lock-Up Agreements described in Section 2.25 hereof for an officer or director of the Company and provide the Company with noticeof the impending release or waiver at least three (3) Business Days before the effective date of the release or waiver, the Companyagrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto througha major news service at least two (2) Business Days before the effective date of the release or waiver.

3.23         BlueSky Qualifications. The Company shall use its best efforts, in cooperation with the Underwriters, if necessary, to qualify the PublicSecurities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) asthe Representative may designate and to maintain such qualifications in effect so long as required to complete the distribution of thePublic Securities; provided, however, that the Company shall not be obligated to file any general consent to service of process or toqualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itselfto taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

3.24         ReportingRequirements. The Company, during the period when a prospectus relating to the Public Securities is (or, but for the exception affordedby Rule 172, would be) required to be delivered under the Securities Act, will file all documents required to be filed with the Commissionpursuant to the Exchange Act within the time periods required by the Exchange Act and Exchange Act Regulations. Additionally, the Companyshall report the use of proceeds from the issuance of the Public Securities as may be required under Rule 463 under the SecuritiesAct Regulations.

3.25         EmergingGrowth Company Status. The Company shall promptly notify the Representative if the Company ceases to be an Emerging Growth Companyat any time prior to the later of (i) completion of the distribution of the Public Securities within the meaning of the SecuritiesAct and fifteen (15) days following the completion of the Lock-Up Period.

3.26         SarbanesOxley. The Company shall at all times comply with all applicable provisions of the Sarbanes Oxley Act in effect from time to time.

3.27         Reservationof Common Shares. As of the date hereof, the Company has irrevocably reserved, and the Company shall continue to reserve and keepavailable at all times, free of pre-emptive rights, a sufficient number of Common Shares for the purpose of enabling the Company to issuethe Underlying Shares.

3.28         ForeignPrivate Issuer Status. The Company shall promptly notify the Representative if the Company ceases to be Foreign Private Issuer atany time prior to three (3) years from the date of this Agreement.

The obligations of the Underwriters to purchaseand pay for the Public Securities, as provided herein, shall be subject to (i) the continuing accuracy of the representations andwarranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any; (ii) theaccuracy of the statements of officers of the Company made pursuant to the provisions hereof; (iii) the performance by the Companyof its obligations hereunder; and (iv) the following conditions:

4.1.1.       Effectivenessof Registration Statement; Rule 430A Information. The Registration Statement has become effective not later than 5:00 p.m., Easterntime, on the date of this Agreement or such later date and time as shall be consented to in writing by the Representative, and, at eachof the Closing Date and any Option Closing Date, no stop order suspending the effectiveness of the Registration Statement or any post-effectiveamendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus orthe Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’sknowledge, contemplated by the Commission. The Company has complied with each request (if any) from the Commission for additional information.The Prospectus containing the Rule 430A Information shall have been filed with the Commission in the manner and within the time framerequired by Rule 424(b) (without reliance on Rule 424(b)(8)) or a post-effective amendment providing such information shallhave been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A.

4.1.2.       NoCease Trade Order. On each of the Closing Date and any Option Closing Date, no Cease Trade Order shall have been issued by any CanadianSecurities Regulator and no Cease Trade Order or an administrative sanction relating to the Offering or proceedings for such purpose,to the knowledge of the Company, will be pending or threatened.

4.1.3.       FINRAClearance. On or before the date of this Agreement, the Representative shall have received correspondence from FINRA that it willraise no objection to the amount of compensation allowable or payable to the Underwriters as described in the Registration Statement.

4.1.4.       ExchangeClearance. On the Closing Date, the Company’s Common Shares, including the Firm Shares and Underlying Shares issuable upon exerciseof the Firm Pre-Funded Warrants, shall have been approved for listing on the Exchange, subject only to official notice of issuance. Onthe first Option Closing Date (if any), the Company’s Common Shares, including the Option Shares and Underlying Shares issuableupon exercise of the Option-Pre-Funded Warrants, shall have been approved for listing on the Exchange, subject only to official noticeof issuance.

4.2.1.       ClosingDate Opinion of U.S. Counsel. On the Closing Date, the Representative shall have received the favorable opinion and negative assuranceletter of Ortoli Rosenstadt LLP, U.S. counsel to the Company, dated the Closing Date and addressed to the Representative, substantiallyin the form of Exhibit D attached hereto.

4.2.2.       ClosingDate Opinion of Canadian Counsel. On the Closing Date, the Representative shall have received the favorable opinion of Dentons CanadaLLP, Canadian counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit Eattached hereto.

4.2.3.       ClosingDate Opinion of Special Intellectual Property Counsel. On the Closing Date, the Representative shall have received the favorable opinionand negative assurance letter of special intellectual property counsel for the Company reasonably acceptable to the Representative andRepresentative Counsel, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit F attachedhereto.

4.2.4.       OptionClosing Date Opinions of Counsel. On the Option Closing Date, if any, the Representative shall have received the favorable opinionsof each counsel listed in Sections 4.2.1, 4.2.2 and 4.2.3, dated the Option Closing Date, addressed to the Representative and in formand substance reasonably satisfactory to the Representative, confirming as of the Option Closing Date, the statements made by such counselsin their respective opinions delivered on the Closing Date.

4.2.5.       Reliance.In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of theUnited States and Canada and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specifiedin such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of othercounsel reasonably acceptable to the Representative, familiar with the applicable laws, and alternatively, such opinion of other counselmay be addressed directly to the Representative and the other Underwriters; and (ii) as to matters of fact, to the extent they deemproper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions havingcustody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements orcertificates shall be delivered to Representative Counsel if requested.

4.3.1.       ColdComfort Letter. At the time this Agreement is executed the Representative shall have received a cold comfort letter from each Auditorcontaining statements and information of the type customarily included in accountants’ comfort letters with respect to the financialstatements and certain financial information contained in or incorporated by reference or deemed incorporated by reference the RegistrationStatement, the Pricing Disclosure Package and the Prospectus, addressed to the Representative and in form and substance satisfactory inall respects to the Representative and to applicable Auditor, dated as of the date of this Agreement.

4.3.2.       Bring-downComfort Letter. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received from eachAuditor a letter, dated as of the Closing Date or the Option Closing Date, as applicable, to the effect that applicable Auditor reaffirmsthe statements made in the letter furnished pursuant to Section 4.3.1, except that the specified date referred to shall be a datenot more than three (3) business days prior to the Closing Date or the Option Closing Date, as applicable.

4.4.1.       Officers’Certificate. The Company shall have furnished to the Representative a certificate, dated the Closing Date and any Option Closing Date(if such date is other than the Closing Date), of its Chief Executive Officer, its President and its Chief Financial Officer stating onbehalf of the Company and not in an individual capacity that (i) such officers have carefully examined the Registration Statement,the Pricing Disclosure Package, any Issuer Free Writing Prospectus and the Prospectus and, in their opinion, the Registration Statementand each amendment thereto, as of the Applicable Time and as of the Closing Date (or any Option Closing Date if such date is other thanthe Closing Date) did not include any untrue statement of a material fact and did not omit to state a material fact required to be statedtherein or necessary to make the statements therein not misleading, and the Pricing Disclosure Package, as of the Applicable Time andas of the Closing Date (or any Option Closing Date if such date is other than the Closing Date), any Issuer Free Writing Prospectus asof its date and as of the Closing Date (or any Option Closing Date if such date is other than the Closing Date), the Prospectus and eachamendment or supplement thereto, as of the respective date thereof and as of the Closing Date, did not include any untrue statement ofa material fact and did not omit to state a material fact necessary in order to make the statements therein, in the light of the circumstancesin which they were made, not misleading, (ii) since the effective date of the Registration Statement, no event has occurred whichshould have been set forth in a supplement or amendment to the Registration Statement, the Pricing Disclosure Package or the Prospectus,(iii) to the best of their knowledge after reasonable investigation, as of the Closing Date (or any Option Closing Date if such dateis other than the Closing Date), the representations and warranties of the Company in this Agreement are true and correct and the Companyhas complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the ClosingDate (or any Option Closing Date if such date is other than the Closing Date), and (iv) there has not been, subsequent to the dateof the most recent audited financial statements included or incorporated by reference in the Pricing Disclosure Package, any materialadverse change in the financial position or results of operations of the Company, or any change or development that, singularly or inthe aggregate, would involve a material adverse change or a prospective material adverse change, in or affecting the condition (financialor otherwise), results of operations, business, assets or prospects of the Company, except as set forth in the Prospectus.

4.4.2.       Secretary’sCertificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificateof the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifyingon behalf of the Company and not in an individual capacity: that each of the Charter and Bylaws is true and complete, has not been modifiedand is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering arein full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between theCompany or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred toin such certificate shall be attached to such certificate.

4.4.3.       ChiefFinancial Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall havereceived a certificate of the Chief Financial Officer of the Company, dated the Closing Date or the Option Date, as the case may be, respectively,with respect to the accuracy of certain information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus,in a form reasonably acceptable to the Representative.

4.5           NoMaterial Changes. Prior to and on each of the Closing Date and each Option Closing Date, if any: (i) there shall have been nomaterial adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities,financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, thePricing Disclosure Package and the Prospectus; (ii) no action, suit or proceeding, at law or in equity, shall have been pending orthreatened against the Company or any Insider before or by any court or federal or state commission, board or other administrative agencywherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, properties, assets, prospectsor financial condition or income of the Company, except as set forth in the Registration Statement, the Pricing Disclosure Package andthe Prospectus; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiatedor threatened by the Commission; and (iv) no Cease Trade Order shall have been issued by any Canadian Securities Regulator and noCease Trade Order or an administrative sanction relating to the Offering or proceedings for such purpose will be pending or threatened;(v) the Registration Statement, the Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shallcontain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulationsand shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither theRegistration Statement, the Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untruestatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein,in light of the circumstances under which they were made, not misleading.

4.6           NoMaterial Misstatement or Omission. The Underwriters shall not have discovered and disclosed to the Company on or prior to the ClosingDate and any Option Closing Date that the Registration Statement or any amendment or supplement thereto contains an untrue statement ofa fact which, in the opinion of Representative Counsel, is material or omits to state any fact which, in the opinion of such counsel,is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that the RegistrationStatement, the Pricing Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus or any amendment or supplement theretocontains an untrue statement of fact which, in the opinion of such counsel, is material or omits to state any fact which, in the opinionof such counsel, is material and is necessary in order to make the statements, in the light of the circumstances under which they weremade, not misleading.

4.7           CorporateProceedings. All corporate proceedings and other legal matters incident to the authorization, form and validity of each of this Agreement,the Public Securities, the Registration Statement, the Pricing Disclosure Package and the Prospectus and all other legal matters relatingto this Agreement and the transactions contemplated hereby and thereby shall be reasonably satisfactory in all material respects to RepresentativeCounsel, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enablethem to pass upon such matters.

4.8.1.       Lock-UpAgreements. On or before the date of this Agreement, the Company shall have delivered to the Representative executed copies of theLock-Up Agreements from each of the persons listed in Schedule 3 hereto.

4.8.2.       Pre-FundedWarrants. On the Closing Date and at each Option Closing Date (if any), the Company shall have delivered to the Representativeexecuted copies of the Pre-Funded Warrants.

4.8.3.       Representative’sWarrant Agreement. On the Closing Date, the Company shall have delivered to the Representative executed copies of the Representative’sWarrant Agreement.

4.9           AdditionalDocuments. At the Closing Date and at each Option Closing Date (if any) Representative Counsel shall have been furnished with suchdocuments and opinions as they may require for the purpose of enabling Representative Counsel to deliver an opinion to the Underwriters,or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, hereincontained; and all proceedings taken by the Company in connection with the issuance and sale of the Public Securities and the Representative’sSecurities as herein contemplated shall be satisfactory in form and substance to the Representative and Representative Counsel.

5.1.1.       General.Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless each Underwriter, its affiliates and eachof its and their respective directors, officers, members, employees, representatives, partners, shareholders, affiliates, counsel, andagents and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”),against any and all loss, liability, claim, damage and expense whatsoever (including but not limited to any and all legal or other expensesreasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever,whether arising out of any action between any of the Underwriter Indemnified Parties and the Company or between any of the UnderwriterIndemnified Parties and any third party, or otherwise) to which they or any of them may become subject under the Securities Act, the ExchangeAct or any other statute or at common law or otherwise or under the laws of foreign countries (a “Claim”), (i) arisingout of or based upon any untrue statement or alleged untrue statement of a material fact contained in (A) the Registration Statement,the Pricing Disclosure Package, any Preliminary Prospectus, the Prospectus, or in any Issuer Free Writing Prospectus or in any WrittenTesting-the-Waters Communication (as from time to time each may be amended and supplemented); (B) any materials or information providedto investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any “road show”or investor presentations made to investors by the Company (whether in person or electronically); or (C) any application or otherdocument or written communication (in this Section 5, collectively called “application”) executed by the Company or basedupon written information furnished by the Company in any jurisdiction in order to qualify the Public Securities and Representative’sSecurities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any Canadian SecuritiesRegulator, the Exchange or any other national securities exchange; or the omission or alleged omission therefrom of a material fact requiredto be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading,unless such statement or omission was made in reliance upon, and in conformity with, the Underwriters’ Information or (ii) otherwisearising in connection with or allegedly in connection with the Offering. The Company also agrees that it will reimburse each UnderwriterIndemnified Party for all fees and expenses (including but not limited to any and all legal or other expenses reasonably incurred in investigating,preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, whether arising out of any action betweenany of the Underwriter Indemnified Parties and the Company or between any of the Underwriter Indemnified Parties and any third party,or otherwise) (collectively, the “Expenses”), and further agrees wherever and whenever possible to advance payment of Expensesas they are incurred by an Underwriter Indemnified Party in investigating, preparing, pursuing or defending any Claim.

5.1.2.       Procedure.If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuantto Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such actionand the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of suchUnderwriter Indemnified Party) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. SuchUnderwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, but the fees and expenses of suchcounsel shall be at the expense of the Company, and shall be advanced by the Company, provided, however, that the Company shall not beobligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (inaddition to local counsel). The Company shall not be liable for any settlement of any action effected without its consent (which shallnot be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters, settle, compromiseor consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement,reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto)unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter IndemnifiedParty, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for whichindemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability ora failure to act, by or on behalf of any Underwriter Indemnified Party.

5.2           Indemnificationof the Company. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, itsofficers who signed the Registration Statement and persons who control the Company within the meaning of Section 15 of the SecuritiesAct or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnityfrom the Company to the several Underwriters, as incurred, but only with respect to untrue statements or omissions made in the RegistrationStatement, any Preliminary Prospectus, the Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application,in reliance upon, and in strict conformity with, the Underwriters’ Information. In case any action shall be brought against theCompany or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the Pricing Disclosure Packageor Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against any Underwriter,such Underwriter shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall havethe rights and duties given to the several Underwriters by the provisions of Section 5.1.2. The Company agrees promptly to notifythe Representative of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person,if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, inconnection with the issuance and sale of the Public Securities or in connection with the Registration Statement, the Pricing DisclosurePackage, the Prospectus, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication.

5.3.1.       ContributionRights. If the indemnification provided for in this Section 5 shall for any reason be unavailable to or insufficient to holdharmless an indemnified party under Section 5.1 or 5.2 in respect of any loss, claim, damage or liability, or any action in respectthereof, referred to therein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amountpaid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, (i) insuch proportion as shall be appropriate to reflect the relative benefits received by the Company, on the one hand, and the Underwriters,on the other, from the Offering of the Public Securities, or (ii) if the allocation provided by clause (i) above is not permittedby applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) abovebut also the relative fault of the Company, on the one hand, and the Underwriters, on the other, with respect to the statements or omissionsthat resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations.The relative benefits received by the Company, on the one hand, and the Underwriters, on the other, with respect to such Offering shallbe deemed to be in the same proportion as the total net proceeds from the Offering of the Public Securities purchased under this Agreement(before deducting expenses) received by the Company, as set forth in the table on the cover page of the Prospectus, on the one hand,and the total underwriting discounts and commissions received by the Underwriters with respect to the Common Shares purchased under thisAgreement, as set forth in the table on the cover page of the Prospectus, on the other hand. The relative fault shall be determinedby reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a materialfact relates to information supplied by the Company or the Underwriters, the intent of the parties and their relative knowledge, accessto information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it wouldnot be just and equitable if contributions pursuant to this Section 5.3.1 were to be determined by pro rata allocation (even if theUnderwriters were treated as one entity for such purpose) or by any other method of allocation that does not take into account the equitableconsiderations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability,or action in respect thereof, referred to above in this Section 5.3.1 shall be deemed to include, for purposes of this Section 5.3.1,any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such actionor claim. Notwithstanding the provisions of this Section 5.3.1 in no event shall an Underwriter be required to contribute any amountin excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the Offeringof the Public Securities exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of suchuntrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaningof Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulentmisrepresentation.

5.3.2.       ContributionProcedure. Within fifteen (15) days after receipt by any party to this Agreement (or its representative) of notice of the commencementof any action, suit or proceeding, such party will, if a claim for contribution in respect thereof is to be made against another party(“contributing party”), notify the contributing party of the commencement thereof, but the failure to so notify the contributingparty will not relieve it from any liability which it may have to any other party other than for contribution hereunder. In case any suchaction, suit or proceeding is brought against any party, and such party notifies a contributing party or its representative of the commencementthereof within the aforesaid 15 days, the contributing party will be entitled to participate therein with the notifying party and anyother contributing party similarly notified. Any such contributing party shall not be liable to any party seeking contribution on accountof any settlement of any claim, action or proceeding affected by such party seeking contribution on account of any settlement of any claim,action or proceeding affected by such party seeking contribution without the written consent of such contributing party. The contributionprovisions contained in this Section 5.3.2 are intended to supersede, to the extent permitted by law, any right to contribution underthe Securities Act, the Exchange Act or otherwise available. Each Underwriter’s obligations to contribute pursuant to this Section 5.3are several and not joint.

6.1           DefaultNot Exceeding 10% of Firm Securities or Option Securities. If any Underwriter or Underwriters shall default in its or their obligationsto purchase the Firm Securities or the Option Securities, if the Over-allotment Option is exercised hereunder, and if the number of theFirm Securities or Option Securities with respect to which such default relates does not exceed in the aggregate 10% of the number ofFirm Securities or Option Securities that all Underwriters have agreed to purchase hereunder, then such Firm Securities or Option Securitiesto which the default relates shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.

6.2           DefaultExceeding 10% of Firm Securities or Option Securities. In the event that the default addressed in Section 6.1 relates to morethan 10% of the Firm Securities or Option Securities, the Representative may in its discretion arrange for the Representative or for anotherparty or parties to purchase such Firm Securities or Option Securities to which such default relates on the terms contained herein. If,within one (1) Business Day after such default relating to more than 10% of the Firm Securities or Option Securities, the Representativedoes not arrange for the purchase of such Firm Securities or Option Securities, then the Company shall be entitled to a further periodof one (1) Business Day within which to procure another party or parties satisfactory to the Representative to purchase said FirmSecurities or Option Securities on such terms. In the event that neither the Representative nor the Company arrange for the purchase ofthe Firm Securities or Option Securities to which a default relates as provided in this Section 6, this Agreement will automaticallybe terminated by the Representative or the Company without liability on the part of the Company (except as provided in Sections 3.10 and5 hereof) or the several Underwriters (except as provided in Section 5 hereof); provided, however, that if such default occurs withrespect to the Option Securities, this Agreement will not terminate as to the Firm Securities; and provided, further, that nothing hereinshall relieve a defaulting Underwriter of its liability, if any, to the other Underwriters and to the Company for damages occasioned byits default hereunder.

6.3           Postponementof Closing Date. In the event that the Firm Securities or Option Securities to which the default relates are to be purchased by thenon-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representative or the Company shallhave the right to postpone the Closing Date or Option Closing Date for a reasonable period, but not in any event exceeding five (5) BusinessDays, in order to effect whatever changes may thereby be made necessary in the Registration Statement, the Pricing Disclosure Packageor the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment to the RegistrationStatement, the Pricing Disclosure Package or the Prospectus that in the opinion of counsel for the Underwriter may thereby be made necessary.The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 6 with like effectas if it had originally been a party to this Agreement with respect to such Common Shares.

7.1           BoardComposition and Board Designations. The Company shall ensure that: (i) the qualifications of the persons serving as members ofthe Board of Directors and the overall composition of the Board comply with the Sarbanes-Oxley Act, with the Exchange Act and with thelisting rules of the Exchange or any other national securities exchange, as the case may be, in the event the Company seeks to haveits Public Securities listed on another exchange or quoted on an automated quotation system, and if applicable, at least one member ofthe Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such termis defined under Regulation S-K and the listing rules of the Exchange.

7.2           Prohibitionon Press Releases and Public Announcements. The Company shall not issue press releases or engage in any other publicity, without theRepresentative’s prior written consent, for a period ending at 5:00 p.m., Eastern time, on the first (1st) Business Day followingthe forty-fifth (45th) day after the Closing Date, other than normal and customary releases issued in the ordinary course of the Company’sbusiness.

7.3           Rightof First Refusal. Provided that the Firm Shares are sold in accordance with the terms of this Agreement, the Representative shallhave an irrevocable right of first refusal (the “Right of First Refusal”), for a period of six months after the datethe Offering is completed (the “Right of First Refusal Period”), to act as sole and exclusive investment banker, soleand exclusive book-runner, sole and exclusive financial advisor, sole and exclusive underwriter and/or sole and exclusive placement agent,at the Representative’s sole and exclusive discretion, for each and every future public and private equity and debt offering, includingall equity linked financings (each, a “Subject Transaction”), during such six month period, of the Company, or anysuccessor to or subsidiary of the Company, on terms and conditions customary to the Representative for such Subject Transactions. Forthe avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor,underwriter and/or placement agent in a Subject Transaction without the express written consent of the Representative.

The Company shall notify the Representative ofits intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registeredmail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusalwith respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representativeshall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion,not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representativeshall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during thesix month period agreed to above.

8.1           EffectiveDate. This Agreement shall become effective when both the Company and the Representative have executed the same and delivered counterpartsof such signatures to the other party.

8.2           Termination.The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic orinternational event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate futurematerially disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock Exchange or the NasdaqStock Market LLC shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximumranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority havingjurisdiction; or (iii) if the United States shall have become involved in a new war or an increase in major hostilities; or (iv) ifa banking moratorium has been declared by a New York State or federal authority; or (v) if a moratorium on foreign exchange tradinghas been declared which materially adversely impacts the United States securities markets; or (vi) if the Company shall have sustaineda material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether ornot such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery ofthe Firm Securities or Option Securities; or (vii) if the Company is in material breach of any of its representations, warrantiesor covenants hereunder; or (viii) if the Representative shall have become aware after the date hereof of such a material adversechange in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’sjudgment would make it impracticable to proceed with the offering, sale and/or delivery of the Public Securities or to enforce contractsmade by the Underwriters for the sale of the Public Securities.

8.3           Expenses.Notwithstanding anything to the contrary in this Agreement, except in the case of a default by the Underwriters, pursuant to Section 6.2above, in the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensionsthereof pursuant to the terms herein, the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocketexpenses related to the transactions contemplated herein then due and payable (including the fees and disbursements of RepresentativeCounsel) up to US$100,000, inclusive of the US$20,000 advance for accountable expenses previously paid by the Company to the Representative(the “Advance”) and upon demand the Company shall pay the full amount thereof to the Representative on behalf of theUnderwriters; provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions ofthis Agreement. Notwithstanding the foregoing, any advance received by the Representative will be reimbursed to the Company to the extentnot actually incurred in compliance with FINRA Rule 5110(g)(4)(A).

8.4           Indemnification.Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whetheror not this Agreement is otherwise carried out, the provisions of Section 5 shall remain in full force and effect and shall not bein any way affected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.

8.5           Representations,Warranties, Agreements to Survive. All representations, warranties and agreements contained in this Agreement or in certificates ofofficers of the Company submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigationmade by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its officers or directorsor any person controlling the Company or (ii) delivery of and payment for the Public Securities.

9.1           Notices.All communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall be mailed (registered orcertified mail, return receipt requested), personally delivered or sent by electronic mail transmission and confirmed and shall be deemedgiven when so delivered or faxed and confirmed or if mailed, two (2) days after such mailing.

9.2           ResearchAnalyst Independence. The Company acknowledges that each Underwriter’s research analysts and research departments are requiredto be independent from its investment banking division and are subject to certain regulations and internal policies, and that such Underwriter’sresearch analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to theCompany and/or the Offering that differ from the views of their investment banking division. The Company acknowledges that each Underwriteris a full service securities firm and as such from time to time, subject to applicable securities laws, rules and regulations, mayeffect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securitiesof the Company; provided, however, that nothing in this Section 9.2 shall relieve the Underwriter of any responsibility or liabilityit may otherwise bear in connection with activities in violation of applicable securities laws, rules or regulations.

9.3           Headings.The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaningor interpretation of any of the terms or provisions of this Agreement.

9.4           Amendment.This Agreement may only be amended by a written instrument executed by each of the parties hereto.

9.5           EntireAgreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with thisAgreement) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersedesall prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof. Notwithstanding anythingto the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of that certainengagement letter between the Company and ThinkEquity LLC dated September 16, 2025 (the “Engagement Letter”) andall the terms and conditions of that certain strategic advisory agreement between the Company and ThinkEquity LLC dated June 7, 2024shall remain in full force and effect.

9.6           BindingEffect. This Agreement shall inure solely to the benefit of and shall be binding upon the Representative, the Underwriters, the Companyand the controlling persons, directors and officers referred to in Section 5 hereof, and their respective successors, legal representatives,heirs and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respectof or by virtue of this Agreement or any provisions herein contained. The term “successors and assigns” shall not includea purchaser, in its capacity as such, of securities from any of the Underwriters.

9.7           GoverningLaw; Consent to Jurisdiction; Trial by Jury. This Agreement shall be governed by and construed and enforced in accordance with thelaws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees that any action,proceeding or claim against it arising out of, or relating in any way to this Agreement shall be brought and enforced in the New YorkSupreme Court, County of New York, or in the United States District Court for the Southern District of New York, and irrevocably submitsto such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction andthat such courts represent an inconvenient forum. Any such process or summons to be served upon the Company may be served by transmittinga copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth inSection 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action,proceeding or claim. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the otherparty(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connectionwith the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its shareholdersand affiliates) and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and allright to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

9.8           JudgmentCurrency. The obligation of the Company in respect of any sum due to any Underwriter under this Agreement shall, notwithstanding anyjudgment in a currency other than U.S. dollars or any other applicable currency (the “Judgment Currency”), not be dischargeduntil the first business day, following receipt by such Underwriter of any sum adjudged to be so due in the Judgment Currency, on which(and only to the extent that) such Underwriter may in accordance with normal banking procedures purchase U.S. dollars or any other applicablecurrency with the Judgment Currency; if the U.S. dollars or other applicable currency so purchased are less than the sum originally dueto such Underwriter hereunder, the Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Underwriteragainst such loss. If the U.S. dollars or other applicable currency so purchased are greater than the sum originally due to such Underwriterhereunder, such Underwriter agrees to pay to the Company an amount equal to the excess of the U.S. dollars or other applicable currencyso purchased over the sum originally due to such Underwriter hereunder.

9.9           Executionin Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts,each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and shallbecome effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other partieshereto. Delivery of a signed counterpart of this Agreement by facsimile or email/pdf transmission shall constitute valid and sufficientdelivery thereof. Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreementshall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or anyprovision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiverof any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a writteninstrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach,non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.

If the foregoingcorrectly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for thatpurpose, whereupon this letter shall constitute a binding agreement between us.

Non-accountable expense allowance per Firm Share, Option Share andPre-Funded Warrant: US$[·]

THIS WARRANT TO PURCHASE COMMONSHARES (the “Warrant”) certifies that, for value received, orits assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditionshereinafter set forth, at any time on or after , 202 (the “Initial ExerciseDate”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that isfive (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for andpurchase from Vision Marine Technologies Inc., a corporation formed under the laws of the Province of Québec, Canada (the “Company”),up to common shares, no par value, of the Company (the “Warrant Shares”),as subject to adjustment hereunder. The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, asdefined in Section 2(b).

Section 1. Definitions.In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings indicated in this Section 1:

“Affiliate”means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common controlwith a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

“BusinessDay” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any dayon which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“EffectiveDate” means the effective date of the registration statement on Form F-1 (File No. 333-t), including any related prospectusor prospectuses, for the registration of the Company’s Voting Common Shares – Series Investor 1, no par value (the “CommonShares”) and the Warrant Shares under the Securities Act, that the Company has filed with the Commission.

“ExchangeAct” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Person”means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Rule 144”means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted fromtime to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effectas such Rule.

“SecuritiesAct” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Trading Day” means a day on which theNasdaq Capital Market is open for trading.

“TradingMarket” means any of the following markets or exchanges on which the Common Shares are listed or quoted for trading on the datein question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New YorkStock Exchange (or any successors to any of the foregoing).

“VWAP”means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Shares then listedor quoted on a Trading Market, the daily volume weighted average price of the Common Shares for such date (or the nearest preceding date)on the Trading Market on which the Common Shares are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volumeweighted average price of a share of the Common Shares for such date (or the nearest preceding date) on the OTCQB or OTCQX as applicable,(c) if the Common Shares are not then listed or quoted for trading on the OTCQB or OTCQX and if prices for Common Shares are thenreported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding toits functions of reporting prices), the most recent bid price per share of the Common Shares so reported, or (d) in all other cases,the fair market value of the Common Shares as determined by an independent appraiser selected in good faith by the Holder and reasonablyacceptable to the Company, the fees and expenses of which shall be paid by the Company.

a)           Exerciseof the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial ExerciseDate and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designateby notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimilecopy (or e-mail attachment) of the Notice of Exercise Form annexed hereto. Within one (1) Trading Day following the date ofexercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exerciseby wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) belowis specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee(or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary,the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the WarrantShares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Companyfor cancellation within five (5) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercisesof this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect oflowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Sharespurchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases.The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Days of receipt of such notice.The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph,following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder atany given time may be less than the amount stated on the face hereof.

b)          ExercisePrice. The exercise price per share of the Common Shares under this Warrant shall be US$ ¹¹,subject to adjustment hereunder (the “Exercise Price”).

c)           CashlessExercise. In lieu of exercising this Warrant by delivering the aggregate Exercise Price by wire transfer or cashier’s check,at the election of the Holder this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise”in which the Holder shall be entitled to receive the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by(A), where:

If Warrant Sharesare issued in such a “cashless exercise,” the parties acknowledge and agree that in accordance with Section 3(a)(9) ofthe Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised, and the holding periodof the Warrants being exercised may be tacked on to the holding period of the Warrant Shares. The Company agrees not to take any positioncontrary to this Section 2(c).

Notwithstandinganything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuantto this Section 2(c).

i.           Deliveryof Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by its transferagent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Companythrough its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such systemand either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the WarrantShares by Holder, or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuantto Rule 144 and, in either case, the Warrant Shares have been sold by the Holder prior to the Warrant Share Delivery Date (as definedbelow), and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holderor its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified bythe Holder in the Notice of Exercise by the date that is one (1) Trading Days after the delivery to the Company of the Notice ofExercise (such date, the “Warrant Share Delivery Date”). If the Warrant Shares can be delivered via DWAC, the transferagent shall have received from the Company, at the expense of the Company, any legal opinions or other documentation required by it todeliver such Warrant Shares without legend (subject to receipt by the Company of reasonable back up documentation from the Holder, includingwith respect to affiliate status) and, if applicable and requested by the Company prior to the Warrant Share Delivery Date, the transferagent shall have received from the Holder a confirmation of sale of the Warrant Shares (provided the requirement of the Holder to providea confirmation as to the sale of Warrant Shares shall not be applicable to the issuance of unlegended Warrant Shares upon a cashless exerciseof this Warrant if the Warrant Shares are then eligible for resale pursuant to Rule 144(b)(1)). The Warrant Shares shall be deemedto have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of recordof such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price (orby cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) priorto the issuance of such shares, having been paid. If the Company fails for any reason to deliver to the Holder the Warrant Shares subjectto a Notice of Exercise by the Trading Day following the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, asliquidated damages and not as a penalty, for each US$1,000 of Warrant Shares subject to such exercise (based on the VWAP of the CommonShares on the date of the applicable Notice of Exercise), US$10 per Trading Day (increasing to US$20 per Trading Day on the fifth TradingDay after such liquidated damages begin to accrue) for each Trading Day after the second Trading Day following such Warrant Share DeliveryDate until such Warrant Shares are delivered or Holder rescinds such exercise.

ii.           Deliveryof New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder andupon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencingthe rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respectsbe identical with this Warrant.

iii.          RescissionRights. If the Company fails to cause its transfer agent to deliver to the Holder the Warrant Shares pursuant to Section 2(d)(i) bythe Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise; provided, however, that theHolder shall be required to return any Warrant Shares or Common Shares subject to any such rescinded exercise notice concurrently withthe return to Holder of the aggregate Exercise Price paid to the Company for such Warrant Shares and the restoration of Holder’sright to acquire such Warrant Shares pursuant to this Warrant (including, issuance of a replacement warrant certificate evidencing suchrestored right).

iv.         Compensationfor Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, ifthe Company fails to cause its transfer agent to transmit to the Holder the Warrant Shares pursuant to an exercise on or before the WarrantShare Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise)or the Holder’s brokerage firm otherwise purchases, Common Shares to deliver in satisfaction of a sale by the Holder of the WarrantShares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) payin cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions,if any) for the Common Shares so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares thatthe Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sellorder giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion ofthe Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemedrescinded) or deliver to the Holder the number of Common Shares that would have been issued had the Company timely complied with its exerciseand delivery obligations hereunder. For example, if the Holder purchases Common Shares having a total purchase price of US$11,000 to covera Buy-In with respect to an attempted exercise of Common Shares with an aggregate sale price giving rise to such purchase obligation ofUS$10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder US$1,000. The Holdershall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of theCompany, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies availableto it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respectto the Company’s failure to timely deliver Common Shares upon exercise of the Warrant as required pursuant to the terms hereof.

v.          NoFractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of thisWarrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall,at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by theExercise Price or round up to the next whole share.

vi.         Charges,Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidentalexpense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such WarrantShares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however,that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered forexercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, asa condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay alltransfer agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or anotherestablished clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

vii.        Closingof Books. The Company will not close its shareholder books or records in any manner which prevents the timely exercise of this Warrant,pursuant to the terms hereof.

viii.       Signature.This Section 2 and the exercise form attached hereto set forth the totality of the procedures required of the Holder in order toexercise this Purchase Warrant. Without limiting the preceding sentences, no ink-original exercise form shall be required, nor shall anymedallion guarantee (or other type of guarantee or notarization) of any exercise form be required in order to exercise this Purchase Warrant.No additional legal opinion, other information or instructions shall be required of the Holder to exercise this Purchase Warrant. TheCompany shall honor exercises of this Purchase Warrant and shall deliver Shares underlying this Purchase Warrant in accordance with theterms, conditions and time periods set forth herein.

a)           StockDividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makesa distribution or distributions on its Common Shares or any other equity or equity equivalent securities payable in Common Shares (which,for avoidance of doubt, shall not include any Common Shares issued by the Company upon exercise of this Warrant), (ii) subdividesoutstanding Common Shares into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding CommonShares into a smaller number of shares, or (iv) issues by reclassification of Common Shares any shares of capital stock of the Company,then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of Common Shares (excludingtreasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of Common Shares outstandingimmediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such thatthe aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shallbecome effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distributionand shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. For thepurposes of clarification, the Exercise Price of this Warrant will not be adjusted in the event that the Company or any Subsidiary thereof,as applicable, sells or grants any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announceany offer, sale, grant or any option to purchase or other disposition) any Common Shares or Common Share Equivalents, at an effectiveprice per share less than the Exercise Price then in effect.

c)           SubsequentRights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issuesor sells any Common Share Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holdersof any class of Common Shares (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the termsapplicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the numberof Common Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including withoutlimitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or saleof such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Common Shares are to be determinedfor the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate inany such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitledto participate in such Purchase Right to such extent (or beneficial ownership of such Common Shares as a result of such Purchase Rightto such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its rightthereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

d)           ProRata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend (other thancash dividends) or other distribution of its assets (or rights to acquire its assets) to holders of Common Shares, by way of return ofcapital or otherwise (including, without limitation, any distribution of shares or other securities, property or options by way of a dividend,spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a "Distribution"),at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distributionto the same extent that the Holder would have participated therein if the Holder had held the number of Common Shares acquirable uponcomplete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the BeneficialOwnership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, thedate as of which the record holders of Common Shares are to be determined for the participation in such Distribution (provided,however, to the extent that the Holder's right to participate in any such Distribution would result in the Holder exceeding theBeneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficialownership of any Common Shares as a result of such Distribution to such extent) and the portion of such Distribution shall be held inabeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the BeneficialOwnership Limitation). To the extent that this Warrant has not been partially or completely exercised at the time of such Distribution,such portion of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised this Warrant.

e)           Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in oneor more related transactions effects any merger, amalgamation, arrangement or consolidation of the Company with or into another Person,(ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other dispositionof all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer,tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Shares arepermitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50%or more of the outstanding Common Shares, (iv) the Company, directly or indirectly, in one or more related transactions effectsany reclassification, reorganization or recapitalization of the Common Shares or any compulsory share exchange pursuant to which theCommon Shares are effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly orindirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including,without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons wherebysuch other Person or group acquires more than 50% of the outstanding Common Shares (not including any Common Shares held by the otherPerson or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or sharepurchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exerciseof this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exerciseimmediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation inSection 2(e) on the exercise of this Warrant), the number of Common Shares of the successor or acquiring corporation or ofthe Company, if it is the surviving corporation or is otherwise the continuing corporation, and any additional consideration (the “AlternateConsideration”) receivable by holders of Common Shares as a result of such Fundamental Transaction for each share of CommonShares for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) onthe exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjustedto apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one Common Share in suchFundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable mannerreflecting the relative value of any different components of the Alternate Consideration. If holders of Common Shares are given any choiceas to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice asto the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company shallcause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”)to assume in writing all of the obligations of the Company under this Warrant in accordance with the provisions of this Section 3(e) pursuantto written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay)prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a securityof the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisablefor a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the Common Sharesacquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior tosuch Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (buttaking into account the relative value of the Common Shares pursuant to such Fundamental Transaction and the value of such shares ofcapital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic valueof this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in formand substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substitutedfor (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company”shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligationsof the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein.

f)            Calculations.All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. Forpurposes of this Section 3, the number of Common Shares deemed to be issued and outstanding as of a given date shall be the sum ofthe number of Common Shares (excluding treasury shares, if any) issued and outstanding.

i.           Adjustmentto Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptlymail to the Holder a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of WarrantShares and setting forth a brief statement of the facts requiring such adjustment.

ii.          Noticeto Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on theCommon Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Shares, (C) theCompany shall authorize the granting to all holders of the Common Shares rights or warrants to subscribe for or purchase any shares ofcapital stock of any class or of any rights, (D) the approval of any shareholders of the Company shall be required in connectionwith any reclassification of the Common Shares, any consolidation, merger, amalgamation or arrangement to which the Company is a party,any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Sharesare converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution,liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be mailed a notice to the Holderat its last address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable recordor effective date hereinafter specified, stating (x) the date on which a record is to be taken for the purpose of such dividend,distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Sharesof record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date onwhich such reclassification, consolidation, merger, amalgamation, arrangement, sale, transfer or share exchange is expected to becomeeffective or close, and the date as of which it is expected that holders of the Common Shares of record shall be entitled to exchangetheir shares of the Common Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger,amalgamation, arrangement, sale, transfer or share exchange; provided that the failure to provide such notice or any defect therein shallnot affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunderconstitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneouslyfile such notice with the Commission pursuant to a Current Report on Form 8-K or a Report of Foreign Private Issuer on Form 6-K.The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective dateof the event triggering such notice except as may otherwise be expressly set forth herein.

Subject to anyapplicable securities laws and the conditions set forth in Section 4(d), this Warrant and all rights hereunder (including, withoutlimitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office ofthe Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto dulyexecuted by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer.Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of theassignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issueto the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstandinganything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holderhas assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) TradingDays of the date the Holder delivers an assignment form to the Company assigning this Warrant full. The Warrant, if properly assignedin accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

b)           NewWarrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company,together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder orits agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination,the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordancewith such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall beidentical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

c)           WarrantRegister. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “WarrantRegister”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holderof this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all otherpurposes, absent actual notice to the contrary.

d)           Representationby the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercisehereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing orreselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuantto sales registered or exempted under the Securities Act.

5.1.1       Grantof Right. If at any time on or after the Initial Exercise Date, there is no effective registration statement registering, or theprospectus contained therein is not available for the issuance of the Warrant Shares to the Holder or if the resale of the Warrant Sharescannot be made pursuant to an exemption from registration under the Securities Act (including under Rule 144 in connection witha cashless exercise and without any volume or other limitations), the Company, upon written demand (a “Demand Notice”)of the Holder(s) of at least 51% of the Warrants and/or the underlying Warrant Shares (“Majority Holders”), agreesto register, on one occasion, all or any portion of the Warrant Shares underlying the Warrants (collectively, the “RegistrableSecurities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securitieswithin thirty (30) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declaredeffective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not berequired to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitledto piggyback registration rights pursuant to Section 5.2 hereof and either: (i) the Holder has elected to participate in theoffering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offeringof securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) daysafter such offering is consummated. The demand for registration may be made at any time beginning on the Initial Exercise Date and expiringon the fifth anniversary of the Effective Date. The Company covenants and agrees to give written notice of its receipt of any DemandNotice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten (10) daysafter the date of the receipt of any such Demand Notice.

5.1.2       Terms.The Company shall bear all fees and expenses attendant to the registration of the Registrable Securities pursuant to Section 5.1.1,but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to representthem in connection with the sale of the Registrable Securities. The Company agrees to use its reasonable best efforts to cause the filingrequired herein to become effective promptly and to qualify or register the Registrable Securities in such States as are reasonably requestedby the Holder(s); provided, however, that in no event shall the Company be required to register the Registrable Securities in a Statein which such registration would cause: (i) the Company to be obligated to register or license to do business in such State or submitto general service of process in such State, or (ii) the principal shareholders of the Company to be obligated to escrow their sharesof capital stock of the Company. The Company shall cause any registration statement filed pursuant to the demand right granted under Section 5.1.1to remain effective for a period of at least twelve (12) consecutive months after the date that the Holders of the Registrable Securitiescovered by such registration statement are first given the opportunity to sell all of such securities. The Holders shall only use theprospectuses provided by the Company to sell the Warrant Shares covered by such registration statement, and will immediately cease touse any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a materialmisstatement or omission. Notwithstanding the provisions of this Section 5.1.2, the Holder shall be entitled to a demand registrationunder this Section 5.1.2 on only one (1) occasion and such demand registration right shall terminate on the fifth anniversaryof the date of the Underwriting Agreement (as defined below) in accordance with FINRA Rules 5110(g)(8)(B) and 5110(g)(8)(C).

5.2.1       Grantof Right. In addition to the demand right of registration described in Section 5.1 hereof, the Holder shall have the right, fora period of no more than two (2) years from the Initial Exercise Date in accordance with FINRA Rule 5110(g)(8)(D), to includethe Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transactioncontemplated by Rule 145(a) promulgated under the Securities Act or pursuant to Form S-8 or any equivalent form); provided,however, that if, solely in connection with any primary underwritten public offering for the account of the Company, the managing underwriter(s) thereofshall, in its reasonable discretion, impose a limitation on the number of Shares which may be included in the Registration Statement because,in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution,then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securitieswith respect to which the Holder requested inclusion hereunder as the underwriter shall reasonably permit. Any exclusion of RegistrableSecurities shall be made pro rata among the Holders seeking to include Registrable Securities in proportion to the number of RegistrableSecurities sought to be included by such Holders; provided, however, that the Company shall not exclude any Registrable Securities unlessthe Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in suchRegistration Statement or are not entitled to pro rata inclusion with the Registrable Securities.

5.2.2       Terms.The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 5.2.1 hereof,but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to representthem in connection with the sale of the Registrable Securities. In the event of such a proposed registration, the Company shall furnishthe then Holders of outstanding Registrable Securities with not less than thirty (30) days written notice prior to the proposed date offiling of such registration statement. Such notice to the Holders shall continue to be given for each registration statement filed bythe Company during the two (2) year period following the Initial Exercise Date until such time as all of the Registrable Securitieshave been sold by the Holder. The holders of the Registrable Securities shall exercise the “piggy-back” rights provided forherein by giving written notice within ten (10) days of the receipt of the Company’s notice of its intention to file a registrationstatement. Except as otherwise provided in this Warrant, there shall be no limit on the number of times the Holder may request registrationunder this Section 5.2.2; provided, however, that such registration rights shall terminate on the second anniversary of the InitialExercise Date.

5.3.1       Indemnification.The Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration statement hereunderand each person, if any, who controls such Holders within the meaning of Section 15 of the Securities Act or Section 20 (a) ofthe Exchange Act against all loss, claim, damage, expense or liability (including all reasonable attorneys’ fees and other expensesreasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject underthe Securities Act, the Exchange Act or otherwise, arising from such registration statement but only to the same extent and with the sameeffect as the provisions pursuant to which the Company has agreed to indemnify the Underwriters contained in Section 5.1 of the UnderwritingAgreement between the Underwriters and the Company, dated as of [*], 2025. The Holder(s) of the Registrable Securities tobe sold pursuant to such registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company,against all loss, claim, damage, expense or liability (including all reasonable attorneys’ fees and other expenses reasonably incurredin investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Securities Act, theExchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, in writing,for specific inclusion in such registration statement to the same extent and with the same effect as the provisions contained in Section 5.2of the Underwriting Agreement pursuant to which the Underwriters have agreed to indemnify the Company.

5.3.2       Exerciseof Warrants. Nothing contained in this Warrant shall be construed as requiring the Holder(s) to exercise their Warrants priorto or after the initial filing of any registration statement or the effectiveness thereof.

5.3.3       DocumentsDelivered to Holders. The Company shall furnish to each Holder participating in any of the foregoing offerings and to each underwriterof any such offering, if any, a signed counterpart, addressed to such Holder or underwriter, of: (i) an opinion of counsel to theCompany, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering,an opinion dated the date of the closing under any underwriting agreement related thereto), and (ii) a “cold comfort”letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, aletter dated the date of the closing under the underwriting agreement) signed by the independent registered public accounting firm whichhas issued a report on the Company’s financial statements included in such registration statement, in each case covering substantiallythe same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants’letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’scounsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities. The Company shallalso deliver promptly to each Holder participating in the offering requesting the correspondence and memoranda described below and tothe managing underwriter, if any, copies of all correspondence between the Commission and the Company, its counsel or auditors and allmemoranda relating to discussions with the Commission or its staff with respect to the registration statement and permit each Holder andunderwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registrationstatement as it deems reasonably necessary to comply with applicable securities laws or rules of FINRA. Such investigation shallinclude access to books, records and properties and opportunities to discuss the business of the Company with its officers and independentauditors, all to such reasonable extent and at such reasonable times as any such Holder shall reasonably request.

5.3.4       UnderwritingAgreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holderswhose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall be reasonably satisfactoryto the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters,and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreementsof that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwrittensale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants ofthe Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall notbe required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relateto such Holders, their Warrant Shares and their intended methods of distribution.

5.3.5       Documentsto be Delivered by Holder(s). Each of the Holder(s) participating in any of the foregoing offerings shall furnish to the Companya completed and executed questionnaire provided by the Company requesting information customarily sought of selling security holders.

5.3.6       Damages.Should the registration or the effectiveness thereof required by Sections 5.1 and 5.2 hereof be delayed by the Company or the Companyotherwise fails to comply with such provisions, the Holder(s) shall, in addition to any other legal or other relief available tothe Holder(s), be entitled to obtain specific performance or other equitable (including injunctive) relief against the threatened breachof such provisions or the continuation of any such breach, without the necessity of proving actual damages and without the necessity ofposting bond or other security.

b)           Loss,Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactoryto it of the loss, theft, destruction or mutilation of this Warrant or any certificate relating to the Warrant Shares, and in case ofloss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not includethe posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will makeand deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

c)           Saturdays,Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required orgranted herein shall not be a Trading Day, then, such action may be taken or such right may be exercised on the next succeeding TradingDay.

The Company covenantsthat, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Shares a sufficient numberof shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company furthercovenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing thenecessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable actionas may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation,or of any requirements of the Trading Market upon which the Common Shares may be listed. The Company covenants that all Warrant Shareswhich may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights representedby this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessableand free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of anytransfer occurring contemporaneously with such issue).

Except and to theextent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificateof incorporation or through any reorganization, transfer of assets, consolidation, merger, amalgamation, arrangement, dissolution, issueor sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of thisWarrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as maybe necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generalityof the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon suchexercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order thatthe Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) usecommercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdictionthereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.

Before taking anyaction which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price,the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatorybody or bodies having jurisdiction thereof.

e)           Jurisdiction.All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordancewith the provisions of the underwriting agreement, dated [*], 2025, by and between the Company and ThinkEquity LLC as representative ofthe underwriters set forth therein (the “Underwriting Agreement”).

f)           Restrictions.The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does notutilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws. Any certificates representing,or book entry for, such restricted Warrant Shares shall contain a legend to the following effect: “The securities represented bythis certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), or applicable state law.Neither the securities nor any interest therein may be offered for sale, sold or otherwise transferred except pursuant to an effectiveregistration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law which, in theopinion of counsel to the Company, is available.”

g)           Nonwaiverand Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate asa waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of thisWarrant or the Underwriting Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant, whichresults in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costsand expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by theHolder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

h)           Notices.Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered inaccordance with the notice provisions of the Underwriting Agreement.

i)           Limitationof Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase WarrantShares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchaseprice of any Common Shares or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of theCompany.

j)           Remedies.The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specificperformance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any lossincurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in anyaction for specific performance that a remedy at law would be adequate.

k)           Successorsand Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to thebenefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder.The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceableby the Holder or holder of Warrant Shares.

l)           Amendment.This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

m)           Severability.Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to theextent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

n)           Headings.The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

IN WITNESS WHEREOF, the Company has causedthis Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

(1)          Theundersigned hereby elects to purchase WarrantShares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of theexercise price in full, together with all applicable transfer taxes, if any.

(2)          Payment shall take the form of (check applicable box):

¨ if permitted the cancellation ofsuch number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant withrespect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

(3)           Pleaseregister and issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

The Warrant Shares shall be delivered to the following DWACAccount Number or by physical delivery of a certificate to:

(4)           AccreditedInvestor. If the Warrant is being exercised via cash exercise, the undersigned is an “accredited investor” as definedin Regulation D promulgated under the Securities Act of 1933, as amended

(To assign the foregoing warrant,execute
this form and supply required information.
Do not use this form to exercise the warrant.)

FOR VALUE RECEIVED, [ ]all of or [ ] shares of the foregoing Warrant and all rights evidenced thereby are hereby assignedto

NOTE: The signature to this AssignmentForm must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever.Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority toassign the foregoing Warrant.

As Representative of the several Underwritersnamed on Schedule 1 to the Underwriting Agreement referenced below.

The undersigned understandsthat ThinkEquity LLC (the “Representative”), proposes to enter into an Underwriting Agreement (the “UnderwritingAgreement”) with Vision Marine Technologies Inc., a corporation organized under the laws of the Province of Québec, Canada(the “Company”), providing for the public offering (the “Public Offering”) of Voting Common Shares – Series Investor 1, no par value per share, of the Company (the “Common Shares”) and/or pre-funded warrantsto purchase Common Shares at an exercise price of CAD$0.001 per share.

To induce the Representativeto continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consentof the Representative, the undersigned will not, during the period commencing on the date hereof and ending three (3) months afterthe date of the Underwriting Agreement relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge,sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertibleinto or exercisable or exchangeable for Shares, whether now owned or hereafter acquired by the undersigned or with respect to which theundersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enterinto any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of theLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-UpSecurities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities;or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedgeor other arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, and subject to the conditions below, the undersignedmay transfer Lock-Up Securities without the prior written consent of the Representative in connection with (a) transactions relatingto Lock-Up Securities acquired in open market transactions after the completion of the Public Offering; provided that no filingunder Section 13 or Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),or other public announcement shall be required or shall be voluntarily made in connection with subsequent sales of Lock-Up Securitiesacquired in such open market transactions; (b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy orto a family member or trust for the benefit of the undersigned or a family member (for purposes of this lock-up agreement, “familymember” means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-UpSecurities to a charity or educational institution; or (d) if the undersigned, directly or indirectly, controls a corporation, partnership,limited liability company or other business entity, any transfers of Lock-Up Securities to any shareholder, partner or member of, or ownerof similar equity interests in, the undersigned, as the case may be; provided that in the case of any transfer pursuant to theforegoing clauses (b), (c) or (d), (i) any such transfer shall not involve a disposition for value, (ii) each transfereeshall sign and deliver to the Representative a lock-up agreement substantially in the form of this lock-up agreement and (iii) nofiling under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made. The undersigned also agrees andconsents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of theundersigned’s Lock-Up Securities except in compliance with this lock-up agreement.

If the undersigned is an officeror director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any issuer-directedor “friends and family” Shares that the undersigned may purchase in the Public Offering; (ii) the Representative agreesthat, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connectionwith a transfer of Lock-Up Securities, the Representative will notify the Company of the impending release or waiver; and (iii) theCompany has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news serviceat least two (2) business days before the effective date of the release or waiver. Any release or waiver granted by the Representativehereunder to any such officer or director shall only be effective two (2) business days after the publication date of such pressrelease. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer ofLock-Up Securities not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described inthis lock-up agreement to the extent and for the duration that such terms remain in effect at the time of such transfer.

No provision in this agreementshall be deemed to restrict or prohibit the exercise, exchange or conversion by the undersigned of any securities exercisable or exchangeablefor or convertible into Shares, as applicable; provided that the undersigned does not transfer the Shares acquired on such exercise,exchange or conversion during the Lock-Up Period, unless otherwise permitted pursuant to the terms of this lock-up agreement. In addition,no provision herein shall be deemed to restrict or prohibit the entry into or modification of a so-called “10b5-1” plan atany time (other than the entry into or modification of such a plan in such a manner as to cause the sale of any Lock-Up Securities withinthe Lock-Up Period).

The undersigned understandsthat the Company and the Representative are relying upon this lock- up agreement in proceeding toward consummation of the Public Offering.The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs,legal representatives, successors and assigns.

The undersigned understandsthat, if the Company notifies the Representative that it does not intend to proceed with the Public Offering, if the Underwriting Agreementis not executed, or if the Company and the Representative agree to terminate the Public Offering, or if the Underwriting Agreement (otherthan the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Sharesto be sold thereunder, then this lock- up agreement shall be void and of no further force or effect.

Whether or not the PublicOffering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant toan Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representative.

THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”)certifies that, for value received, _____________________________ or its assigns (the “Holder”) is entitled, upon theterms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date anduntil this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchasefrom Vision Marine Technologies Inc., a Quebec corporation (the “Company”), up to ______________ Common Shares (assubject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shallbe equal to the Exercise Price, as defined in Section 2(b).

Section 1. Definitions. In addition to the termsdefined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1:

“Affiliate” means any Person that, directly or indirectlythrough one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in andconstrued under Rule 405 under the Securities Act.

“Common Shares” means the Company’s VotingCommon Shares – Series Investor 1, no par value per share of the Company, and any other class of securities into which suchsecurities may hereafter be reclassified or changed.

“Common Share Equivalents” means any securitiesof the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Shares, including, without limitation,any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeablefor, or otherwise entitles the holder thereof to receive, Common Shares.

“Exchange Act” means the Securities Exchange Actof 1934, as amended, and the rules and regulations promulgated thereunder.

“Liens” means a lien, charge pledge, security interest,encumbrance, right of first refusal, preemptive right or other restriction.

“Person” means an individual or corporation, partnership,trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agencyor subdivision thereof) or other entity of any kind.

“Proceeding” means an action, claim, suit, investigationor proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commencedor threatened.

“Registration Statement” means the Company’sregistration statement on Form F-1 (File No. 333- XXXXX), as supplemented pursuant to Section 424 promulgated under theSecurities Act.

“Securities Act” means the Securities Act of 1933,as amended, and the rules and regulations promulgated thereunder.

“Trading Day” means a day on which the Common Sharesare traded on a Trading Market.

“Trading Market” means any of the following marketsor exchanges on which the Common Shares are listed or quoted for trading on the date in question: the NYSE American, the Nasdaq CapitalMarket, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange (or any successors to any of the foregoing).

“Transfer Agent” means VStock LLC and any successortransfer agent of the Company.

“Warrants” means this Warrant and other Pre-FundedCommon Share Purchase Warrants issued by the Company pursuant to the Registration Statement.

a)           Exerciseof the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Issue Date andon or before the Termination Date by delivery to the Company of a duly executed facsimile copy (or e-mail attachment) of the Notice ofExercise in the form annexed hereto (the “Notice of Exercise”). Within the earlier of (i) one (1) TradingDay and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein)following the date the Holder delivers the Notice of Exercise, the Holder shall deliver to the Company the aggregate Exercise Price forthe Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bankunless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. Noink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of anyNotice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrenderthis Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercisedin full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days ofthe date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases ofa portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of WarrantShares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased in connection with such partial exercise.The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Companyshall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and anyassignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchaseof a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be lessthan the amount stated on the face hereof.

b)           ExercisePrice. The aggregate exercise price of this Warrant, except for a nominal exercise price of CA$0.001 per Warrant Share, was pre-fundedto the Company on or prior to the Issue Date and, consequently, no additional consideration (other than the nominal exercise price ofCA$0.001 per Warrant Share) shall be required to be paid by the Holder to any Person to effect any exercise of this Warrant. The Holdershall not be entitled to the return or refund of all, or any portion, of such pre-paid aggregate exercise price under any circumstanceor for any reason whatsoever, including in the event this Warrant shall not have been exercised prior to the Termination Date. The remainingunpaid exercise price per Common Share under this Warrant shall be CA$0.001, subject to adjustment hereunder (the “Exercise Price”).

c)           CashlessExercise. This Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in whichthe Holder shall be entitled to receive a number of Warrant Shares for the deemed surrender of the Warrant in whole or in part equal tothe quotient obtained by dividing [(A-B) (X)] by (A), where:

The issue price for each such WarrantShare to be issued pursuant to the cashless exercise of a Warrant will be equal to (B), as defined above, and the total issue price forthe aggregate number of Warrant Shares issued pursuant to the cashless exercise of a Warrant will be deemed paid and satisfied in fullby the deemed surrender to the Company of the portion of such Warrant being exercised in accordance with this Section 2(c). Notwithstandinganything herein to the contrary, the Company shall not be required to make any cash payments or net cash settlement to the Holder in lieuof delivery of the Warrant Shares. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that inaccordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the registered characteristics of theWarrants being exercised. The Company agrees not to take any position contrary to this Section 2(c).

“Bid Price” means,for any security as of the particular time of determination, the bid price for such security on the Trading Market as reported by Bloombergas of such time of determination, or, if the Trading Market is not the principal securities exchange or trading market for such security,the bid price of such security on the principal securities exchange or trading market where such security is listed or traded as reportedby Bloomberg as of such time of determination, or if the foregoing does not apply, the bid price of such security in the over-the-countermarket on the electronic bulletin board for such security as reported by Bloomberg as of such time of determination, or, if no bid priceis reported for such security by Bloomberg as of such time of determination, the average of the bid prices of any market makers for suchsecurity as reported on the Pink Open Market as of such time of determination. If the Bid Price cannot be calculated for a security asof the particular time of determination on any of the foregoing bases, the Bid Price of such security as of such time of determinationshall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agreeupon the fair market value of such security, then such fair market value shall be determined pursuant to the provisions set forth in clause(d) of the definition of VWAP. All such determinations to be appropriately adjusted for any stock dividend, share split, share consolidation,reclassification or other similar transaction during the applicable calculation period.

“Closing Sale Price”means, for any security as of any date, the last closing trade price for such security on the Trading Market, as reported by Bloomberg,or, if the Trading Market begins to operate on an extended hours basis and does not designate the closing trade price, then the last tradeprice of such security prior to 4:00:00 p.m., New York time, as reported by Bloomberg, or, if the Trading Market is not the principalsecurities exchange or trading market for such security, the last trade price of such security on the principal securities exchange ortrading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last trade priceof such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if nolast trade price is reported for such security by Bloomberg, the average of the ask prices of any market makers for such security as reportedon the in the OTC Link or on the Pink Open Market. If the Closing Sale Price cannot be calculated for a security on a particular dateon any of the foregoing bases, Closing Sale Price of such security on such date shall be the fair market value as mutually determinedby the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then suchfair market value shall be determined pursuant to the provisions set forth in clause (d) of the definition of VWAP. All such determinationsto be appropriately adjusted for any stock dividend, share split, share consolidation, reclassification or other similar transaction duringthe applicable calculation period.

“VWAP” means, forany date, the price determined by the first of the following clauses that applies: (a) if the Common Shares are then listed or quotedfor trading on a Trading Market other than the OTCQB, OTCQX or Pink Open Market operated by OTC Markets Group, the daily volume weightedaverage price of the Common Shares for such date (or the nearest preceding date) on the Trading Market on which the Common Shares arethen listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (NewYork City time)), (b) if the Common Shares are then quoted for trading on the OTCQB or OTCQX operated by OTC Markets Group, the volumeweighted average price of the Common Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, or (c) inall other cases, the fair market value of a share of Common Shares as determined by an independent appraiser selected in good faith bythe holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expensesof which shall be paid by the Company.

e)           Holder’sExercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exerciseany portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exerciseas set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons actingas a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), wouldbeneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the numberof Common Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Common Sharesissuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of CommonShares which would be issuable upon (i) exercise of the remaining, non-exercised portion of this Warrant beneficially owned by theHolder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted portionof any other securities of the Company (including, without limitation, any other Common Share Equivalents) subject to a limitation onconversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or AttributionParties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculatedin accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledgedby the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) ofthe Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent thatthe limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relationto other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant isexercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’sdetermination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliatesand Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation,and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to anygroup status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules andregulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding Common Shares, aHolder may rely on the number of outstanding Common Shares as reflected in (A) the Company’s most recent periodic or annualreport filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recentwritten notice by the Company or the Transfer Agent setting forth the number of Common Shares outstanding. Upon the written or oral requestof a Holder, the Company shall within one (1) Trading Day confirm orally and in writing to the Holder the number of Common Sharesthen outstanding. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exerciseof securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of whichsuch number of outstanding Common Shares was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, uponelection by a Holder prior to the issuance of any Warrants, 9.99%) of the number of Common Shares outstanding immediately after givingeffect to the issuance of Common Shares issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase ordecrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation inno event exceeds 9.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of Common Shares uponexercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase inthe Beneficial Ownership Limitation will not be effective until the 61^st day after such notice is delivered to the Company.The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms ofthis Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intendedBeneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to suchlimitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

i.           Adjustmentto Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptlydeliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustmentto the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

ii.           Noticeto Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on theCommon Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Shares, (C) theCompany shall authorize the granting to all holders of the Common Shares rights or warrants to subscribe for or purchase any shares ofthe Company or of any rights, (D) the approval of any shareholders of the Company shall be required in connection with any reclassificationof the Common Shares, any consolidation or merger, amalgamation or arrangement to which the Company is a party, any sale or transfer ofall or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Shares are converted into othersecurities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or windingup of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at itslast facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior tothe applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken forthe purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which theholders of the Common Shares of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determinedor (y) the date on which such reclassification, consolidation, merger, amalgamation, arrangement, sale, transfer or share exchangeis expected to become effective or close, and the date as of which it is expected that holders of the Common Shares of record shall beentitled to exchange their Common Shares for securities, cash or other property deliverable upon such reclassification, consolidation,merger, amalgamation, arrangement sale, transfer or share exchange; provided that the failure to deliver such notice or any defect thereinor in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extentthat any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of itssubsidiaries (the “Subsidiaries”), the Company shall simultaneously file such notice with the Commission pursuant toa Current Report on Form 8-K or Form 6-K, as applicable. Provided such notice occurs within the Exercise Period, the Holdershall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the eventtriggering such notice except as may otherwise be expressly set forth herein.

a)           Transferability.This Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office ofthe Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto dulyexecuted by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer.Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of theassignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issueto the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstandinganything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holderhas assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) TradingDays of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. This Warrant, if properlyassigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

b)           NewWarrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company,together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder orits agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination,the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordancewith such notice. All Warrants issued on transfers or exchanges shall be dated the original Issue Date of this Warrant and shall be identicalwith this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

a)           NoRights as Shareholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights asa shareholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3.Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to Section 2(c) orto receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event, including if the Companyis for any reason unable to issue and deliver Warrant Shares upon exercise of this Warrant as required pursuant to the terms thereof,shall the Company be required to net cash settle an exercise of this Warrant.

b)           Loss,Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactoryto it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in caseof loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which shall in no event include the posting ofany bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company shall make and delivera new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

d)           AuthorizedShares. The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissuedCommon Shares a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rightsunder this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers whoare charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Companyshall take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein withoutviolation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Shares may be listedor quoted for trading. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights representedby this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordanceherewith, be duly authorized, validly issued, fully paid and non-assessable and free from all taxes, liens and charges created by theCompany in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

Except and to the extent as waivedor consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporationor through any reorganization, transfer of assets, consolidation, merger, amalgamation, arrangement dissolution, issue or sale of securitiesor any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at alltimes in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriateto protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, theCompany shall (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediatelyprior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validlyand legally issue fully paid and non-assessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonableefforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as maybe, necessary to enable the Company to perform its obligations under this Warrant.

Before taking any action which wouldresult in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shallobtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodieshaving jurisdiction thereof.

e)           GoverningLaw. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by andconstrued and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflict oflaws thereof. Each party agrees that all legal Proceedings concerning the interpretation, enforcement and defense of this Warrant shallbe commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “New York Courts”).Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any disputehereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcementof any provision hereunder), and hereby irrevocably waives, and agrees not to assert in any suit, action or Proceeding, any claim thatit is not personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue forsuch Proceeding. If any party shall commence an action or Proceeding to enforce any provisions of this Warrant, then the prevailing partyin such action or Proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurredin the investigation, preparation and prosecution of such action or Proceeding.

g)           Nonwaiverand Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate asa waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of thisWarrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damagesto the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, butnot limited to, reasonable attorneys’ fees, including those of appellate Proceedings, incurred by the Holder in collecting any amountsdue pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

h)           Notices.Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Noticeof Exercise, shall be in writing and delivered personally, by facsimile or by e-mail, or sent by a nationally recognized overnight courierservice, addressed to the Company, at [*] or such other email address or address as the Company may specify for such purposes by noticeto the Holders. Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writingand delivered personally, by facsimile, email or sent by a nationally recognized overnight courier service addressed to each Holder atthe facsimile number, email address or address of such Holder appearing on the books of the Company. Any notice or other communicationor deliveries hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communicationis delivered via facsimile at the facsimile number or e-mail at the e-mail address set forth in this Section prior to 5:30 p.m. (NewYork City time) on any date, (ii) the next Trading Day after the date of transmission, if such notice or communication is deliveredvia facsimile at the facsimile number or e-mail at the e-mail address set forth in this Section on a day that is not a Trading Dayor later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing,if sent by U.S. nationally recognized overnight courier service, or (iii) upon actual receipt by the party to whom such notice isrequired to be given.

i)           Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Shares or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

j)            Remedies.The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specificperformance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any lossincurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in anyaction for specific performance that a remedy at law would be adequate.

l)           Amendment.This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, andthe Holder on the other hand.

n)           NoExpense Reimbursement. The Holder shall in no way be required to pay, or to reimburse the Company for, any fees or expenses of theCompany’s transfer agent in connection with the issuance or holding or sale of the Common Shares, Warrants and/or Warrant Shares.The Company shall solely be responsible for any and all such fees and expenses.

o)           Headings.The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

IN WITNESS WHEREOF, the Company has causedthis Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

(1)  Theundersigned hereby elects to purchase Warrant Shares of the Company pursuant to the terms of theattached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicabletransfer taxes, if any.

(3) Pleaseissue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

The Warrant Shares shall be delivered to the following DWAC AccountNumber: __________________

(To assign the foregoing Warrant, execute
this form and supply required information.
Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidencedthereby are hereby assigned to

We have acted as Canadian legal counsel to Vision Marine TechnologiesInc., a Québec corporation (the “Corporation”), in connection with the Corporation’s Registration Statementon Form F1 (as amended and supplemented to date, the “Registration Statement”) filed by the Corporation with the Securitiesand Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended (the “SecuritiesAct”), which relates to the proposed sale on firm commitment underwritten basis (the “Offering”) by the Corporation,of up to $9,200,000 of its securities, including (i) common shares (plus additional common shares pursuant to the over-allotment, representingan aggregate of 15% of the Securities sold in the Offering) (collectively, the “Common Shares”), (ii) pre-funded warrantsto purchase common shares (plus pre-funded warrants exercisable into an additional Common Shares pursuant to the over-allotment, representingan aggregate of 15% of the Securities sold in the Offering) (collectively, the “Pre-Funded Warrants”); (iii) the CommonShares underlying the Pre-Funded Warrants, as the case may be (the “Pre-Funded Warrant Shares”), (iv) warrants issuedto underwriters (the “Underwriter Warrants”) to purchase Common Shares in an amount equal to 5.0% of the Common Sharessold in the Offering (including common shares exercisable upon exercise of the Pre-Funded Warrants) and (v) the common shares underlyingthe Underwriter Warrants (the “Underwriter Warrant Shares” which, together with the Common Shares, the Pre-Funded Warrants,the Pre-Funded Warrant Shares, the Underwriter Warrants and the Underwriter Warrant Shares are hereby collectively referred to as the “Securities”). The Securities are to be sold pursuant to an Underwriting Agreement (the “Agreement”)to be entered into between the Company and ThinkEquity LLC, as described in the Registration Statement. Capitalized terms used but nototherwise defined herein shall have the meanings assigned to such terms in the Agreement.

This opinion letter is being furnished to the Company in accordancewith the requirements of Item 601(b)(5) of Regulation S-K.

This opinion letter is limited to the laws, including the rules andregulations, as in effect on the date hereof. We undertake no responsibility to monitor the Corporation’s future compliance withapplicable laws, rules or regulations of the Commission or other governmental body. In connection with this opinion, we have reviewedand relied upon the following:

We have also obtained from officers of the Corporation certificatesas to certain factual matters and, insofar as this opinion is based on matters of fact, we have relied on such certificates without independentinvestigation.

Our opinion is limited to law of the Province of Québec, includingall applicable provisions of the Business Corporations Act (Québec) (the “Business Corporations Act”), and thefederal laws of Canada applicable in the Province of Québec. We have not considered, and have not expressed any opinion with regardto, or as to the effect of, any other law, rule, or regulation, state or federal, applicable to the Corporation. In particular, we expressno opinion as to United States federal securities laws.

Based upon the foregoing and in reliance thereon, and subject to thequalifications and limitations set forth herein, we are of the opinion that (i) Common Shares have been duly authorized, validly issued,and, upon the payment of the consideration therefor, are fully paid and non-assessable, (ii) the Pre-Funded Warrants have been duly authorizedand, when issued in accordance with and in the manner described in the Registration Statement and the Agreement, will be validly issued,(iii) the Pre-Funded Warrant Shares have been duly authorized, and, when issued and paid for upon exercise of the Pre-Funded Warrantsas contemplated by the Pre-Funded Warrants will be validly issued, fully paid and non-assessable, (iv) the Underwriter Warrants have beenduly authorized, and, when issued in accordance with and in the manner described in the Registration Statement and the Agreement, willbe validly issued, and (v) the Underwriter Warrant Shares have been duly authorized, and, when issued and paid for upon exercise of theUnderwriter Warrants as contemplated by the Underwriter Warrants, will be validly issued, fully paid and non-assessable.

We hereby consent to the inclusion of this opinion as Exhibit 5.1 tothe Registration Statement and to the use of our firm’s name in the section of the Registration Statement and the Prospectus entitled “Legal Matters”. In giving this consent, we do not admit that we are within the category of persons whose consent is requiredunder Section 7 of the Securities Act, or the rules and regulations of the Commission.

We are acting as United States counsel to VisionMarine Technologies Inc., a Québec corporation (the “Company”), in connection with the registration statement on Form F-1(the “Registration Statement”), including all amendments and supplements thereto, and accompanying prospectus initially filedwith the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “SecuritiesAct”), on the date hereof, with respect to the issuances of (a) common shares of the Company, (b) pre-funded warrantsto purchase common shares (in the form attached as an exhibit to the Registration Statement, the “Pre-Funded Warrants”),(c) warrants to purchase common shares (the “Representative’s Warrants”) to be issued to the representative ofthe underwriters pursuant to an Underwriting Agreement (in the form attached as an exhibit to the Registration Statement) to be enteredinto among the Company and the underwriters named therein (the “Underwriting Agreement”) and (d) the common shares underlyingthe Pre-Funded Warrants and the Representative’s Warrants.

This opinion is being furnished to you in connectionwith the Registration Statement.

For purposes of this opinion, we have assumed(i) the validity and accuracy of the documents and corporate records that we have examined, and (ii) the genuineness of allsignatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformityto original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of suchdocuments. As to any facts material to the opinion expressed herein that we did not independently establish or verify, we have reliedupon statements and representations of officers and other representatives of the Company and have assumed that such statements and representationsare true, correct and complete without regard to any qualification as to knowledge or belief. Our opinion is conditioned upon, among otherthings, the initial and continuing truth, accuracy, and completeness of the items described above on which we are relying.

will be legally binding obligations of the Companyenforceable in accordance with their respective terms except: (a) as such enforceability may be limited by bankruptcy, insolvency,reorganization or similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whetherenforceability is considered in a proceeding in equity or at law); (b) as enforceability of any indemnification or contribution provisionmay be limited under the federal and state securities laws; (c) that the remedy of specific performance and injunctive and otherforms of equitable relief may be subject to the equitable defences and to the discretion of the court before which any proceeding thereformay be brought; (d) we express no opinion as to whether a state court outside of the State of New York or a federal court of theUnited States would give effect to the choice of New York law provided for in the Pre-Funded Warrants and Representative’s Warrants;and (e) we have assumed the Exercise Price (as defined respectively in the Pre-Funded Warrants and Representative’s Share Warrants)will not be adjusted to an amount below the par value per share of the common shares.

Notwithstanding anything in this letter whichmight be construed to the contrary, our opinion herein is expressed solely with respect to the laws of the State of New York. Our opinionis based on these laws as in effect on the date hereof. Our opinion represents only our interpretation of the law and has no binding,legal effect on, without limitation, any court. It is possible that one or more courts may sustain such contrary positions. Our opinionis expressed as of the date hereof, and we are under no obligation to supplement or revise this opinion to reflect any changes, includingchanges which have retroactive effect (i) in applicable law or (ii) in any fact, information, document, corporate record, covenant,statement, representation, or assumption stated herein that becomes untrue, incorrect or incomplete.

This letter is furnished to you for use in connectionwith the Registration Statement and is not to be used, circulated, quoted, or otherwise referred to for any other purpose without ourexpress written permission. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the useof our name in the Registration Statement wherever it appears. In giving such consent, we do not thereby admit that we are in the categoryof persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulationsof the SEC thereunder.

We hereby consent to the incorporation by referencein this Registration Statements of Vision Marine Technologies Inc. of our report dated June 27, 2025 with respect to the consolidatedfinancial statements of Nautical Ventures Group Inc. as of and for the year period ended December 31, 2024 and 2023, and the referenceto our firm under the caption “Experts” in the Registration Statement.

We hereby consent to the incorporation by referencein this Registration Statement of Vision Marine Technologies Inc. (the “Company”) of our report dated November 28, 2025 withrespect to the consolidated financial statements of the Company as of and for the years ended August 31, 2025 and 2024, and the referenceto our firm under the caption “Experts” in the Registration Statement.

We consent to the reference to our firm underthe caption "Experts" in the Registration Statement on Form F-1 and the related Prospectus of Vision Marine TechnologiesInc. (the “Company”) for the registration of 7,407,407 common shares, pre-funded warrants to purchase common shares and/orcommon shares underlying the pre-funded warrants and to the incorporation by reference therein of our report dated November 27, 2023,except for the effects of the reverse stock splits and the change in presentation currency as described in Note 2, the reclassificationof derivative liabilities as described in Note 4 and the restated segment information as described in Note 29, as to which the date isNovember 28, 2025, with respect to the consolidated financial statements of the Company as of and for the year ended August 31,2023, incorporated by reference in its Annual Report (on Form 20-F) filed with the Securities and Exchange Commission.

Québec	3730	N/A
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification Number)

	Per Common Share	Per Pre-Funded Warrant	Total
Public offering price	$	$	$
Underwriting discounts and commissions⁽¹⁾	$	$	$
Proceeds to us, before expenses	$	$	$

	Forthe fiscal year ended August 31, 2025
	Unaudited
Revenue	$	76,531,271
Gross loss	$	(6,178,158	)
Net loss	$	(53,183,857	)
Basic and diluted loss per share	$	(60.26	)

Shareholders’ Equity	Actual (Audited)			Pro Forma (Unaudited)			Pro Forma as Adjusted (Unaudited)
Cash and Cash Equivalents	$	7,418,779		$	9,252,382		$	16,217,231

Floor plan financing	$	32,511,664		$	30,511,664		$	30,511,664
Current portion of long-term debt	$	657,110		$	657,110		$	657,110
Long-term debt	$	1,373,885		$	1,373,885		$	1,373,885
Purchase consideration payable to related party	$	5,048,506		$	5,016,279		$	5,016,279

Capital Stock: common shares, no par value per share, unlimited number of common shares authorized, 4,907,137 common shares outstanding on an actual basis, 5,008,735 common shares outstanding on a pro form basis and 12,416,142 common shares outstanding on a pro forma as adjusted basis	$	67,144,672		$	67,287,061		$	74,251,910
Contributed Surplus	$	11,785,399		$	11,785,399		$	11,785,399
Accumulated other comprehensive income	$	1,102,489		$	1,102,489		$	1,102,489
Retained Earnings/(Deficit)	$	(71,581,558	)	$	(71,723,947	)	$	(71,723,947
Total Shareholders’ Equity	$	8,451,002		$	8,451,002		$	15,415,851
Total Capitalization and Indebtedness	$	48,042,167		$	46,009,940		$	52,974,789

Assumed offering price per common share	$	1.08
Net tangible book value per share as of August 31, 2025	$	1.62
Pro forma as adjusted net tangible book value as of August 31, 2025	$	1.59
Pro forma as adjusted net tangible book value per share after this offering	$	1.20
Dilution per share to new investors in this offering	$	(0.12	)

	Page
PROSPECTUS SUMMARY	3
RISK FACTORS	20
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	23
IMPLICATIONS OF BEING A FOREIGN PRIVATE ISSUER	24
IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY	24
USE OF PROCEEDS	25
DIVIDEND POLICY	25
CAPITALIZATION AND INDEBTEDNESS	25
DILUTION	26
COMPANY INFORMATION	27
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	27
DIRECTORS AND EXECUTIVE OFFICERS	27
PRINCIPAL SHAREHOLDERS	28
RELATED-PARTY TRANSACTIONS	29
MARKET FOR OUR SECURITIES	29
ARTICLES OF INCORPORATION OF OUR COMPANY	30
LIMITATIONS ON RIGHTS OF NON-CANADIANS	33
TAXATION	35
DESCRIPTION OF SHARE CAPITAL	39
DESCRIPTION OF SECURITIES WE ARE OFFERING	39
UNDERWRITING	41
LEGAL MATTERS	44
EXPERTS	44
EXPENSES OF THIS OFFERING	45
INTERESTS OF EXPERTS AND COUNSEL	45
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	45
ENFORCEABILITY OF CIVIL LIABILITIES	45
WHERE YOU CAN FIND MORE INFORMATION	46
INCORPORATION OF DOCUMENTS BY REFERENCE	47

	As of March 31, 2025
	Unaudited
Current Assets	$	70,534,130
Total Assets	$	90,607,476
Current Liabilities	$	63,747,814
Total Liabilities	$	83,673,334
Total Shareholders’ Equity	$	6,934,142

	·	change in securities analysts’ estimates of our performance, or our failure to meet analysts’ expectations;

	·	change in general economic trends; and

	·	on an actual basis;

	·	on a pro forma basis to reflect (i) the sale of properties under the Equity Purchase Agreement with Nautical Ventures and (ii) the issuance of 101,598 common shares for services rendered; and

	·	on a pro forma as adjusted basis to further reflect the issuance and sale of 7,407,407 common shares by us in this offering (and assuming the immediate exercise of any pre-funded warrants sold in this offering) based on an assumed offering price of $1.08 per common share, equal to the closing price of our common shares on Nasdaq on December 1, 2025, for net proceeds of $6,964,849 after deducting underwriter fees and estimated offering expenses payable by us.

			Percentage of
	Common Shares		Common Shares
	Beneficially		Beneficially
Name	Owned ⁽¹⁾		Owned ⁽²⁾
Directors and Executive Officers:
Alexandre Mongeon, Chief Executive Officer, Director⁽³⁾		286,037		5.4	%
Roger Moore, Chief Revenue Officer⁽⁶⁾		687,460		12.1	%
Maxime Poudrier, Chief Operating Officer^(9)(10)		1,004		*	%
Raffi Sossoyan, Chief Financial Officer		14,702		*	%
Daniel Rathe, Chief Technical Officer⁽⁷⁾⁽⁸⁾		501		*	%
Steve P. Barrenechea, Director		4,699		*	%
Luisa Ingargiola, Director		4,699		*	%
Dr. Philippe Couillard, Director⁽⁴⁾		38		*	%
Pierre-Yves Terrisse, Director⁽⁵⁾		Nil		*	%
All Directors and Executive Officers as a Group (Nine Persons)		999,140		16.7	%

	Common Shares
	High		Low
Fiscal 2024
Quarter Ended November 30	$	5,089.30	$	1,782.06
Quarter Ended February 29	$	2,078.92	$	1,013.81
Quarter Ended May 31	$	1,052.96	$	691.44
Quarter Ended August 31	$	944.96	$	222.30

Fiscal 2025
Quarter Ended November 30	$	210.60	$	20.80
Quarter Ended February 28	$	21.50	$	7.31
Quarter Ended May 31	$	8.18	$	4.39
Quarter Ended August 31	$	8.51	$	1.37

Fiscal 2026
Quarter Ended November 30	$	1.64	$	1.10

	·	Voting Common Shares carry the right to vote at every shareholders’ meeting and receive a notice of meeting; each shareholder has one vote per share during the meeting;
	·	Voting Common Shares carry the right to receive any dividend;
	·	Voting Common Shares have the right to share the remainder of the assets in the event of the liquidation or dissolution of the Corporation.

	·	Non-Voting Common Shares do not carry the right to vote at shareholder meetings or to receive notice of such meetings;
	·	Non-Voting Common Shares carry the right to receive any dividend;
	·	Non-Voting Common Shares have the right to share the remainder of the assets in the event of the liquidation or dissolution of the Corporation.

	(b)	the acquisition of control of our company in connection with the realization of security granted for a loan or other financial assistance and not for a purpose related to the provisions on the Investment Act, and

	(c)	the acquisition of control of our company by reason of an amalgamation, merger, consolidation or corporate reorganization following which the ultimate direct or indirect control in fact of our company, through the ownership of common shares, remained unchanged.

Underwriter:	Number of Common Shares	Number of Pre-Funded Warrants
ThinkEquity LLC

Total:

Item	Amount to be Paid
SEC registration fee	$	1,271
Printing and engraving expenses	$	2,500
Legal fees and expenses	$	150,000
FINRA filing fee	$	1,880
Accounting fees and expenses	$	60,000
Miscellaneous expenses	$	10,000
Total	$	225,651

	●	Report on Form 6-k filed on December 3, 2025;

	●	Annual Report on Form 20-F for the fiscal year ended August 31, 2025 filed with the SEC on November 28, 2025;

	●	Report on Form 6-K filed with the SEC on November 28, 2025;

	●	Exhibits 99.1 and 99.2 to the report on Form 6-k filed with the SEC on July 1, 2025; and

1.1		Form of Underwriting Agreement*
3.1		Certificate of Incorporation and Articles of Incorporation  (incorporated by reference to Exhibit 3.1 to the Registrant’s Form F-1, filed on July 9, 2020)
3.2		Certificate of modification to the Common shares, dated January 20, 2020 (incorporated by reference to Exhibit 3.2 to the Registrant’s Form F-1, filed on July 1, 2024)
3.3		Certificate of Amendment (incorporated by reference to Exhibit 3.2 to the Registrant’s Form F-1, filed on July 9, 2020)
3.4		Articles of Amendment to the Company’s Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Registrant’s current report on Form 6-K, filed on September 30, 2022)
3.5		General By laws (incorporated by reference to Exhibit 3.1 to the Registrant’s current report on Form 6-K, filed on September 1, 2023)
3.6		Certificate of Modification of the Series A Convertible Preferred (incorporated by reference to Exhibit 99.1 to the Registrant’s current report on Form 6-K/A, filed on December 26, 2023)
3.7		Certificate of Modification of the Series B Convertible Preferred, dated January 15, 2024 (incorporated by reference to Exhibit 3.6 to the Registrant’s Form F-1, filed on January 30, 2024)
4.1		Form of Underwriter Warrant (included in Exhibit 1.1)
4.2		Share Certificate – Common Shares (incorporated by reference to Exhibit 4.1 to the Registrant’s Form F-1/A, filed on September 22, 2020)
4.3		Form of pre-funded warrant (included in Exhibit 1.1)
5.1		Opinion of Dentons Canada LLP regarding the validity of the common shares being registered*
5.2		Opinion of Ortoli Rosenstadt LLP regarding the pre-funded warrants and underwriter warrants*
10.1		Commercial Lease Agreement, dated June 10, 2017, between California Electric Boat Company Inc. and the Company (as translated into English from its original text in French), filed as Exhibit 10.1 to our registration statement on Form F-1 filed with the SEC on July 9, 2020.
10.2		Commercial Lease Agreement, dated April 1, 2019, between California Electric Boat Company Inc. and the Company (as translated into English from its original text in French), filed as Exhibit 10.2 to our registration statement on Form F-1 filed with the SEC on July 9, 2020.
10.3		Amended and Restated Share Option Plan. (incorporated by reference to Exhibit 10.3 to our annual report on Form 20-F filed on November 28, 2025)
10.4		Manufacturing and Supply Agreement, dated October 21, 2021, between the Company and Linamar Corporation, filed as Exhibit 10.9 to our annual report on Form 20-F filed with the SEC on December 30, 2021.

10.5		Summary translation of Mac Engineering Agreement with the Company, dated February 16, 2021 filed as Exhibit 10.10 to our annual report on Form 20-F filed with the SEC on December 30, 2021.
10.6		Form of Warrant, dated as of December 21, 2023, filed as Exhibit 99.2 to our report on Form 6-k filed with the SEC on December 22, 2023
10.7		Form of Securities Purchase Agreement, dated as of December 21, 2023, filed as Exhibit 99.3 to our report on Form 6-k filed with the SEC on December 22, 2023
10.8		Form of Registration Rights Agreement, dated as of December 21, 2023, filed as Exhibit 99.4 to our report on Form 6-k filed with the SEC on December 22, 2023
10.9		Form of Placement Agent Agreement, filed as Exhibit 99.5 to our report on Form 6-k filed with the SEC on December 22, 2023
10.10		Form of Warrant, dated as of January 17, 2024, filed as Exhibit 99.2 to our report on Form 6-k filed with the SEC on February 8, 2024
10.11		Form of Subscription Agreement, dated as of January 17, 2024, filed as Exhibit 99.3 to our report on Form 6-k filed with the SEC on February 8, 2024
10.12		Form of Registration Rights Agreement, dated as of January 17, 2024, filed as Exhibit 99.4 to our report on Form 6-k filed with the SEC on February 8, 2024
10.13		Form of Agency Agreement with iA Private Wealth Inc., filed as Exhibit 99.5 to our report on Form 6-k filed with the SEC on February 8, 2024
10.14		Form of Placement Agent Warrant Agreement, filed as Exhibit 4.1 to our report on Form 6-k filed with the SEC on September 16, 2024
10.15		Placement Agency Agreement with ThinkEquity LLC, dated September 13, 2024, filed as Exhibit 10.1 to our report on Form 6-k filed with the SEC on September 16, 2024
10.16		Form of Placement Agent Warrant Agreement, filed as Exhibit 4.1 to our report on Form 6-k filed with the SEC on September 16, 2024
10.17		Summary translation of Mac Engineering Agreement with the Company, dated February 16, 2021 (incorporated by reference to Exhibit 10.10 to the Registrant’s Form 20-F, filed on December 30, 2021)
10.18		Form of Share Purchase Agreement, dated as of April 25, 2024, by and among the Company, 7858078 Canada Inc. and Stratégies Eb Inc. (incorporated by reference to Exhibit 10.13 to the Registrant’s Form F-1, filed on July 1, 2024)
10.19		Form of Warrant Exchange Agreement, dated as of August 16, 2024 (incorporated by reference to Exhibit 10.1 to the Registrant’s current report on Form 6-K, filed on August 20, 2024)
10.20		Executive Employment Agreement, dated March 1, 2024, between the Registrant and Raffi Sossoyan (incorporated by reference to Exhibit 10.15 to the Company’s Form F-1/A filed on September 4, 2024)
10.21		Amending Agreement to Executive Employment Agreement, dated February 27, 2024, between the Registrant and Alexandre Mongeon (incorporated by reference to Exhibit 10.16 to the Company’s Form F-1/A filed on September 4, 2024)
10.22		Equity Purchase Agreement, dated as of June 20, 2025, among Vision Marine Technologies Inc., NVG Holdings Inc., Roger Moore and Jeff Garcia Code of Conduct and Ethics (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 6-K, filed on July 1, 2025)+
10.23		Form of Convertible Promissory Note pursuant to the Equity Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 6-K, filed on July 1, 2025)
10.24		Executive Employment Agreement, dated September 25, 2025 between the Company and Mr. Alexandre Mongeon (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 6-K, filed on September 26, 2025)
10.25		Restricted Share Unit Agreement, dated September 25, 2025 between the Company and Mr. Alexandre Mongeon (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 6-K, filed on September 26, 2025)
10.26		Restricted Share Unit Plan, adopted on September 12, 2025 (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 6-K, filed on September 26, 2025)
10.27		Underwriting Agreement, dated August 15, 2025 between the Company and ThinkEquity LLC (incorporated by reference to Exhibit 1.1 to our report on Form 6-k filed on August 18, 2025) in connection with an August 2025 financing (the “*August 2025 Financing*”)
10.28		Form of Underwriter Warrant in connection with the August 2025 Financing (incorporated by reference to Exhibit 4.1 to our report on Form 6-k filed on August 18, 2025)
10.29		Form of Pre-Funded Warrant in connection with the August 2025 Financing (incorporated by reference to Exhibit 4.2 to our report on Form 6-k filed on August 18, 2025)
10.30		Restricted Share Unit Plan, adopted September 12, 2025 (incorporated by reference to Exhibit 10.3 to our report on Form 6-k filed on September 26, 2025)
10.31		Employment Agreement, dated June 20, 2025, between the Company and Mr. Moore (incorporated by reference to Exhibit 10.31 to our annual report on Form 20-F filed on November 28, 2025)
10.32		Employment Agreement, dated August 25, 2025, between the Company and Mr. Poudrier (incorporated by reference to Exhibit 10.32 to our annual report on Form 20-F filed on November 28, 2025)
10.33		Employment Agreement, dated July 16, 2025, between the Company and Mr. Rathe (incorporated by reference to Exhibit 10.33 to our annual report on Form 20-F filed on November 28, 2025)

14.1		Code of Conduct and Ethics (incorporated by reference to Exhibit 14.1 to the Registrant’s Form F-1/A, filed on September 22, 2020)
21.1		List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Registrant’s Form F-1, filed on August 12, 2025)
23.1		Consent of Dentons Canada LLP (contained in exhibit 5.1)*
23.2		Consent of Ortoli Rosenstadt LLP (contained in exhibit 5.2) *
23.3		Consent of M&K CPA, PLLC*
23.4		Consent of M&K CPA, PLLC*
23.5		Consent of Ernst & Young, LLP*
24.1		Powers of Attorney*
107		Filing Fee Table*

*	Filed herewith.
+	Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request.

VISION MARINE TECHNOLOGIES INC.
(Registrant)

By:	/s/ Alexandre Mongeon
	Alexandre Mongeon, Chief Executive Officer
	(Principal Executive Officer)

Signature	Title	Date

/s/ Alexandre Mongeon	Director, Chief Executive Officer (Principal Executive Officer)	December 5, 2025
Alexandre Mongeon		December 5, 2025

/s/ Raffi Sossoyan	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	December 5, 2025
Raffi Sossoyan		December 5, 2025

/s/ Pierre-Yves Terrisse	Director	December 5, 2025
Pierre-Yves Terrisse	Director	December 5, 2025

/s/ Luisa Ingargiola	Director	December 5, 2025
Luisa Ingargiola	Director	December 5, 2025

/s/ Steve Barrenechea	Director	December 5, 2025
Steve Barrenechea	Director	December 5, 2025

/s/ Dr. Phillipe Couillard	Director	December 5, 2025
Dr. Phillipe Couillard	Director	December 5, 2025

By:	/s/ Alexandre Mongeon
Name:	Alexandre Mongeon
Title:	CEO, Vision Marine Technologies Inc.

		Very truly yours,

		VISION MARINE TECHNOLOGIES INC.

		By:
			Name:
			Title:

Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto:

THINKEQUITY LLC

By:
	Name:
	Title:

Name:	Position:

Alexandre Mongeon	CEO and Director

Raffi Sossoyan	CFO

Roger Moore	Chief Revenue Officer

Daniel Rathe	Chief Technical Officer

Pierre-Yves Terrisse	Director

Steve P. Barrenechea	Director

Luisa Ingargiola	Director

Phillipe Couillard	Director

	Very truly yours,


	(Name - Please Print)


	(Signature)


	(Name of Signatory, in the case of entities - Please Print)


	(Title of Signatory, in the case of entities - Please Print)

	Address:

Very truly yours,

/s/ Ortoli Rosenstadt LLP
Ortoli Rosenstadt LLP

/s/ M&K CPAS, PLLC
M&K CPAS, PLLC
The Woodlands, Texas
December 5, 2025

Calculation of Filing Fee Tables
F-1
Vision Marine Technologies Inc.

		Security Type	Security Class Title	Fee Calculation or Carry Forward Rule	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Newly Registered Securities
Fees to be Paid	1	Equity	Common Shares, no par value per share	457(o)	$ 9,200,000.00	0.0001381	$ 1,270.52
Fees to be Paid	2	Equity	Pre-Funded Warrants to purchase Common Shares	Other	$ 0.00	0.0001381	$ 0.00
Fees to be Paid	3	Equity	Common Shares underlying the Pre-Funded Warrants	457(o)	$ 0.00	0.0001381	$ 0.00
Fees to be Paid	4	Equity	Underwriter Warrants	Other	$ 0.00	0.0001381	$ 0.00
Fees to be Paid		Equity	Common Shares underlying the Underwriter Warrants	457(o)	$ 575,000.00	0.0001381	$ 79.41
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities
			Total Offering Amounts:		$ 9,775,000.00		$ 1,349.93
			Total Fees Previously Paid:				$ 0.00
			Total Fee Offsets:				$ 0.00
			Net Fee Due:				$ 1,349.93

¹	Note 1. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), there is also being registered hereby such indeterminate number of additional common shares of the Registrant as may be issued or issuable because of stock splits, stock dividends, stock distributions, and similar transactions.Note 3. The proposed maximum aggregate offering price of the common shares will be reduced on a dollar-for-dollar basis based on the offering price of any pre-funded warrants issued in the offering, and the proposed maximum aggregate offering price of the pre-funded warrants to be issued in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any common shares issued in the offering. Accordingly, the proposed maximum aggregate offering price of the common shares and pre-funded warrants (including the common shares issuable upon exercise of the pre-funded warrants), if any, is $8,000,000, as may increased by $1,200,000 if the underwriter exercises its over-allotment option.

²	See Note 3.Note 4. In accordance with Rule 457(g) under the Securities Act, because the Registrant's common shares underlying the pre-funded warrants and the underwriter warrants are registered hereby, no separate registration fee is required with respect to such securities registered hereby.

³	See Note 3.

⁴	Note 2. The underwriter in the offering will receive warrants equal to 5% of the common shares and pre-funded warrants sold in the offering. Such warrants shall be exercisable at a price equal to 125% of the offering price for the common shares.See Note 4.

		Registrant or Filer Name	Form or Filing Type	File Number	Initial Filing Date	Filing Date	Fee Offset Claimed	Security Type Associated with Fee Offset Claimed	Security Title Associated with Fee Offset Claimed	Unsold Securities Associated with Fee Offset Claimed	Unsold Aggregate Offering Amount Associated with Fee Offset Claimed	Fee Paid with Fee Offset Source
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Fee Offset Sources	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Rule 457(p)
Fee Offset Claims	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Fee Offset Sources	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A

Underwriter

Total Number of
Firm Shares to be
Purchased

Total Number of Firm
Pre-Funded Warrants to
be Purchased

Total Number of Option
Securities to be Purchased
if the Over-Allotment
Option is Fully Exercised

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