Issuer :

Herdwhistle Technologies Inc. ("Herdwhistle", "we" or the "Corporation").

Offering Basis :

The Shares are to be issued by way of a non-brokered private placement financing pursuant to exemptions from applicable securities laws without the preparation of filing of an offering memorandum or similar disclosure document.

Offering :

Up to 10,000,000 units of the Corporation (the "Units") at a price of CAD $0.60 per Unit for aggregate gross proceeds of up to CAD $6,000,000 (the "Offering"). Each subscriber of units (the "Subscriber") shall subscribe for not less than 15,000 Units representing a total subscription of CAD $9,000. Each Unit shall consist of one common share of the Corporation (a "Share") and one share purchase warrant of the Corporation (a "Warrant"). A Warrant shall entitle the holder to purchase one Share (a "Warrant Share") at CAD $1.20 per Warrant Share exercisable for a period of 36 months from the applicable closing date.

Investors :

One or more accredited investors approved by the Corporation (the “Investors”).

Issue Price :

CAD $0.60 per Unit.

Warrant Exercise Price :

CAD $1.20 per Warrant Share.

Maximum Offering Amount :

Up to CAD $1,500,000

Minimum Offering Amount :

No minimum

Closing Date :

Upon acceptance by the Corporation of a fully completed subscription agreement and receipt of the subscription proceeds; or May 31st 2024.

Minimum Purchase by each Subscriber :

15,000 Units for a total subscription of CAD $9,000 per Subscriber (the "Minimum Subscription Amount").

Use of Proceeds :

The net proceeds of the Offering will be used by the Corporation for advertising, promotion, product development, intellectual property commercialization, working capital and general corporate purposes.

Pari Passu :

All Shares shall rank equally with one another.

Listing and Hold Period :

Any Common Shares issued pursuant to the Proposed Transaction may be subject to applicable hold periods and resale restrictions imposed under applicable securities legislation.

Offering Procedure :

The Offering may be sold in all the provinces of Alberta, British Columbia, Saskatchewan, Manitoba and Ontario, as well as such other provinces and jurisdictions as may be determined by the Corporation. Subscribers must be qualified to purchase the Units pursuant to applicable securities legislation in those jurisdictions. Subscriptions are subject to rejection or apportionment in whole or in part by the Corporation at its sole discretion.

Next Steps :

I have read and understood the terms of this Offering and would like to subscribe to this offering.