Exchange Bulletin

Copperleaf Technologies Inc. (CPLF) To Trade On Toronto Stock Exchange

October 4, 2021
Issuer: Copperleaf Technologies Inc. (the "Company")
Security: Common shares
Symbol: CPLF
Transaction: An application has been conditionally approved by Toronto Stock Exchange ("TSX") for the listing of the common shares of the Company (the "Shares"), subject to completion of a proposed initial public offering (the "Offering") of these securities as described in the Company's amended and restated preliminary base PREP prospectus dated September 24, 2021 (the "Prospectus"). It is anticipated that, in the next few days, the Company will file a final base PREP prospectus and a supplemented PREP prospectus for its offering of Shares.
As soon as possible after the final base PREP prospectus is cleared by the relevant securities regulatory authorities and a supplemented PREP prospectus is filed, TSX will post the Shares for trading on an "if, as and when issued" basis under the trading information set out below. Before the Shares are posted for trading on such basis, TSX will issue a trader note confirming both the pricing and the expected closing date for the Offering. If and when the Offering closes, the Shares will be listed on TSX.
Trading currency: CDN$
Temporary market maker: W.D. Latimer Co. Ltd.
Other markets: None
Settlement: Subject to the closing of the Offering: (i) all trades in "CPLF" on and before the third trading day preceding the closing date will be for special settlement on the closing date and will appear on the Settlement Report from CDS Clearing and Depository Services Inc. ("CDS"); and (ii) all trades in "CPLF" for each of the two trading days preceding the closing date will be for special settlement two business days after the trade date and will appear on the Settlement Report from CDS. If the Offering does not close, all of the "if, as and when issued" trades will be cancelled. No securities will be delivered and no money will be owed by purchasers to sellers.
Parties who are entitled to receive Shares under the Offering may sell such securities in the "if, as and when issued" market without being subject to restrictions on short sales. Parties who are not entitled to receive Shares under the Offering must comply with the short sale rule in all respects for any sales they make in the "CPLF" "if, as and when issued" market.

If and when the Offering closes, there will be no further trading in "CPLF" on an "if, as and when issued" basis and the Shares issued at such closing will trade on a regular settlement basis.
Listing category: Industrial, Non-Exempt
Security ownership registration: Non-certificated inventory system administered by CDS.
Investor relations: Daryl Spencer
Corporate Secretary & Vice President, Information Systems and Operations

Chris Allen
Chief Financial Officer
Incorporation: The Company was incorporated under the Business Corporations Act (British Columbia) on February 25, 2000 and continued under the Canada Business Corporations Act on February 18, 2004.
Fiscal year end: December 31
Nature of business: The Company is a global provider of AI-powered decision analytics serving companies managing critical infrastructure.
Transfer agent and registrar: Odyssey Trust Company at its principal offices in Calgary and Vancouver.
Dividends: The Company does not currently anticipate paying dividends in the near future.
Sponsorship: Waived.
Offering document: The Prospectus is available at Capitalized terms not otherwise defined herein are as defined in the Prospectus.
Initial public offering: Based on an expected price between $11.00 and $13.00 per Share, approximately 9.6 million to 11.4 million Shares will be offered for gross proceeds of approximately $125 million. The Company has also granted the Underwriters an option, exercisable in whole or in part at any time for a period of 30 days after the Closing Date, to purchase up to an additional 15% of the number of Shares sold pursuant to the Offering.
The Offering is being underwritten by Merrill Lynch Canada Inc., BMO Nesbitt Burns Inc., William Blair & Company, L.L.C., CIBC World Markets Inc., RBC Dominion Securities Inc., Canaccord Genuity Corp. and Cormark Securities Inc.
TSX contact: Chris Birkett,
Managing Director,
Toronto Stock Exchange