Brompton Split Banc : Prospectus Supplement

This prospectus supplement together with the short form base shelf prospectus to which it relates dated March 26, 2021, as amended or supplemented, and each document incorporated or deemed to be incorporated by reference herein and in the short form base shelf prospectus, as amended or supplemented, constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.

Information has been incorporated by reference in this prospectus supplement and the accompanying short form base shelf prospectus dated March 26, 2021 from

documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of Brompton Split Banc Corp. at its head office located at Bay Wellington Tower, Brookfield Place, 181 Bay Street, Suite 2930, Toronto, Ontario M5J 2T3, or by calling 1-866-642-6001,and are also available electronically at www.sedar.com.

New Issue

PROSPECTUS SUPPLEMENT

April 12, 2023

(To a Short Form Base Shelf Prospectus dated March 26, 2021)

$30,058,129 (Maximum)

Up to 1,467,890 Preferred Shares and 1,444,390 Class A Shares

This prospectus supplement (this "Prospectus Supplement"), together with the short form base shelf prospectus dated March 26, 2021, qualifies the distribution of up to 1,467,890 preferred shares (the "Preferred Shares") and up to 1,444,390 class A shares (the "Class A Shares") of Brompton Split Banc Corp. (the "Company") at a price of $9.85 per Preferred Share and $10.80 per Class A Share (the "Offering"). The Company is a mutual fund corporation incorporated under the laws of the Province of Ontario.

The Company invests, on an approximately equally weighted basis, in a portfolio (the "Portfolio") consisting of common shares of the six largest Canadian banks (currently, Bank of Montreal, Canadian Imperial Bank of Commerce, National Bank of Canada, Royal Bank of Canada, The Bank of Nova Scotia and The Toronto Dominion Bank). In addition, the Company may hold up to 10% of the total assets of the Portfolio in investments in global financial companies for the purposes of enhanced diversification and return potential, at the discretion of Brompton Funds Limited (the "Manager"), the manager of the Company.

The Preferred Shares and the Class A Shares are listed for trading on the Toronto Stock Exchange (the "TSX") under the symbols "SBC.PR.A" and "SBC", respectively. On April 11, 2023, the closing price on the TSX of the Preferred Shares was $9.88 and of the Class A Shares was $11.03. The most recently calculated NAV per Unit (as defined herein) prior to the pricing of the Offering on April 6, 2023 was $18.53. The TSX has conditionally approved the listing of the Preferred Shares and Class A Shares offered hereby. Listing will be subject to the Company fulfilling all of the listing requirements of the TSX on or before July 12, 2023.

Prices: $9.85 per Preferred Share

$10.80 per Class A Share

(continued on next page)

(continued from cover)
	Price					Net Proceeds
	to the Public(1)		Agents' Fee	to the Company(2)
Per Preferred Share	$9.85			$0.2955			$9.5545
Total Maximum Offering(3)(4)	$14,458,717	$433,762		$14,024,955
Per Class A Share	$10.80		$0.4320		$10.3680
Total Maximum Offering(3)(4)	$15,599,412	$623,976		$14,975,436

Notes:

1. The Offering prices were established by negotiation between the Company and the Agents (as defined herein). The Offering price per Unit (as defined herein) is equal to or exceeds the most recently calculated NAV per Unit as at April 6, 2023 (as adjusted for dividends and certain expenses accrued or payable prior to or upon closing of the Offering), plus the per Unit Agents' fee and the expenses of the Offering.
2. Before deducting the expenses of the Offering which are estimated to be $130,000. Such expenses, together with the Agents' fee, will be paid out of the proceeds of the Offering, provided however that the expenses of the Offering to be borne by the Company shall not exceed 1.5% of the gross proceeds of the Offering. Any such excess expenses shall be paid for by the Manager. As a result of the priority of the Preferred Shares, the expenses of the Offering will effectively be borne by holders of the Class A Shares (for so long as the NAV per Unit exceeds the Preferred Share Offering price plus accrued and unpaid distributions thereon) and the net asset value per Class A Share will reflect the expenses of the Offering of both the Preferred Shares and Class A Shares.
3. There is no minimum amount of funds that must be raised under this Offering. This means that the Company could complete this Offering after raising only a small portion of the offering amount set out above.
4. The Company has granted the Agents an option (the "Over-Allotment Option"), exercisable for a period of 30 days from the closing of the Offering, to purchase additional Preferred Shares and Class A Shares up to such number as is equal to 15% of the number of Class A Shares issued at the closing of the Offering on the same terms as set forth above, which additional Preferred Shares and Class A Shares are qualified for sale under this Prospectus Supplement. If the Over-Allotment Option is exercised in full, the total price to the public under the Offering will be $34,532,116, the Agents' fee will be $1,215,357 and the net proceeds to the Company, before expenses of the Offering, will be $33,316,759. A purchaser who acquires Preferred Shares or Class A Shares forming part of the Agents' over-allocation position acquires such shares under this Prospectus Supplement, regardless of whether the Agents' over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. See "Plan of Distribution".

The following table sets forth certain terms of the Over-Allotment Option, including the maximum size, the exercise period and the exercise price:

Agents' Position		Maximum Size		Exercise Period		Exercise Price
Over-Allotment Option	216,658	Preferred Shares	Within 30 days of Closing Date	$9.85 per Preferred Share
Over-Allotment Option	216,658	Class A Shares	Within 30 days of Closing Date	$10.80 per Class A Share

RBC Dominion Securities Inc., CIBC World Markets Inc., National Bank Financial Inc., Scotia Capital Inc., Hampton Securities Limited, Canaccord Genuity Corp., BMO Nesbitt Burns Inc., Raymond James Ltd., TD Securities Inc., iA Private Wealth Inc., Echelon Wealth Partners Inc., Manulife Securities Incorporated, Research Capital Corporation and Richardson Wealth Limited (collectively, the "Agents") conditionally offer the Preferred Shares and the Class A Shares, subject to prior sale, on a best efforts basis, if, as and when issued by the Company and accepted by the Agents in accordance with the conditions contained in the Agency Agreement and subject to the approval of certain legal matters by Osler, Hoskin & Harcourt LLP, on behalf of the Company, and Stikeman Elliott LLP, on behalf of the Agents. Subject to applicable laws, in connection with the distribution of the Preferred Shares and the Class A Shares, the Agents may over-allot or effect transactions as described under "Plan of Distribution".

An investment in the Preferred Shares or the Class A Shares involves a degree of risk. It is important for prospective investors to consider the risk factors described in this Prospectus Supplement and the short form base shelf prospectus. See "Risk Factors".

Subscriptions will be received for the Preferred Shares and Class A Shares offered hereby, subject to rejection or allotment in whole or in part, and the right is reserved to close the subscription books at any time without notice. Closing of the Offering is expected to take place on April 19, 2023 but in any event no later than May 10, 2023. A purchaser of Preferred Shares or Class A Shares will receive only a customer confirmation from the registered dealer who is a CDS Participant (as defined herein) and from or through whom the Preferred Shares or Class A Shares are purchased.

TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
GLOSSARY OF TERMS	S-1
IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND THE
ACCOMPANYING SHORT FORM BASE SHELF PROSPECTUS	S-5
FORWARD LOOKING STATEMENTS	S-5
ELIGIBILITY FOR INVESTMENT	S-5
DOCUMENTS INCORPORATED BY REFERENCE	S-5
THE COMPANY	S-7
INVESTMENT OVERVIEW	S-9
CONSOLIDATED CAPITALIZATION	S-10
USE OF PROCEEDS	S-11
DESCRIPTION OF THE SHARES OF THE COMPANY	S-11
DISTRIBUTION HISTORY	S-16
EARNINGS COVERAGE RATIOS	S-16
TRADING PRICES AND VOLUMES	S-16
PLAN OF DISTRIBUTION	S-17
CANADIAN FEDERAL INCOME TAX CONSIDERATIONS	S-18
EXCHANGE OF TAX INFORMATION	S-21
RISK FACTORS	S-22
INTEREST OF EXPERTS	S-22
TRANSFER AGENT AND REGISTRAR, CUSTODIAN, SECURITIES LENDING AGENT AND
AUDITOR	S-22
PURCHASERS' STATUTORY RIGHTS	S-22
CERTIFICATE OF THE AGENTS	C-1
PROSPECTUS
GLOSSARY OF TERM S	1
FORWARD LOOKING STATEMENTS	5
DOCUMENTS INCORPORATED BY REFERENCE	5
THE COMPANY	7
DESCRIPTION OF THE SHARES OF THE COM PANY	10
DESCRIPTION OF SHARE CAPITAL	15
USE OF PROCEEDS	15
PLAN OF DISTRIBUTION	15
ORGANIZATION AND M ANAGEMENT OF THE COMPANY	16
RISK FACTORS	17
FEES AND EXPENSES	22
LEGAL M ATTERS	22
PURCHASERS' STATUTORY RIGHTS	22
CERTIFICATE OF THE COMPANY AND THE MANAGER	C-1

GLOSSARY OF TERMS

In this Prospectus Supplement, the following terms have the meanings set forth below, unless otherwise indicated. Unless otherwise indicated, all references to dollar amounts in this Prospectus Supplement are to Canadian dollars.

"1933 Act" means the United States Securities Act of 1933, as it may be amended from time to time.

"Agency Agreement" has the meaning given to such term under "Plan of Distribution" in this Prospectus Supplement.

"Agents" means collectively, RBC Dominion Securities Inc., CIBC World Markets Inc., National Bank Financial Inc., Scotia Capital Inc., Hampton Securities Limited, Canaccord Genuity Corp., BMO Nesbitt Burns Inc., Raymond James Ltd., TD Securities Inc., iA Private Wealth Inc., Echelon Wealth Partners Inc., Manulife Securities Incorporated, Research Capital Corporation and Richardson Wealth Limited.

"Annual Retraction Date" means the second last Business Day of November of each year. The Annual Retraction Date will not apply in any year in which a special retraction right has been exercised.

"ATM Offering" has the meaning given to such term under "The Company" in this Prospectus Supplement.

"Auditor" has the meaning given to such term under "Transfer Agent and Registrar, Custodian, Securities Lending Agent and Auditor" in this Prospectus Supplement.

"August Offering" has the meaning given to such term under "The Company" in this Prospectus Supplement.

"Banks" has the meaning given to such term under "The Company - Investment Guidelines" in this Prospectus Supplement.

"Board of Directors" means the Company's board of directors.

"Business Day" means any day on which the TSX is open for business.

"Capital Gains Dividends" has the meaning given to such term under "Canadian Federal Income Tax Considerations

• Tax Treatment of the Company" in this Prospectus Supplement.

"cash equivalents" means, and for the purposes of "cash cover" and "cash covered put option", "cash" as used therein means:

1. cash on deposit at the Custodian;
2. an evidence of indebtedness that has a remaining term to maturity of 365 days or less and that is issued, or fully and unconditionally guaranteed as to principal and interest, by:
3. 1. any of the federal or provincial governments of Canada;
   2. the Government of the United States; or
   3. a Canadian financial institution;

provided that, in the case of (ii) and (iii), such evidence of indebtedness has a rating of at least R-1 (mid) by DBRS or the equivalent rating from another designated rating organization; or

1. other cash cover as defined in NI 81-102.

"CCPC" has the meaning given to such term under "Canadian Federal Income Tax Considerations - Disposition of Shares" in this Prospectus Supplement.

S-1

"CDS" means CDS Clearing and Depository Services Inc.

"CDS Participant" means a participant in CDS.

"Class A Redemption" has the meaning given to such term under "Description of the Shares of the Company - Certain Provisions of the Class A Shares - Redemptions" in this Prospectus Supplement.

"Class A Shares" means the class A shares of the Company.

"Class B Shares" means the class B shares of the Company, issuable in series.

"Class C Shares" means the class C shares of the Company, issuable in series.

"Class J Shares" means the class J shares of the Company.

"Closing Date" means April 19, 2023 or such other date as may be agreed to by the Company and the Agents, but in any event no later than May 10, 2023.

"Company" means Brompton Split Banc Corp., a mutual fund corporation incorporated under the laws of the Province of Ontario.

"controlling individual" has the meaning given to such term under "Eligibility for Investment" in this Prospectus Supplement.

"CRA" means the Canada Revenue Agency.

"CRS Rules" has the meaning given to such term under "Exchange of Tax Information" in this Prospectus Supplement.

"Custodial Services Agreement" means the custodian agreement entered into by the Company and the Custodian dated as of September 15, 2016, as it may be amended from time to time.

"Custodian" means CIBC Mellon Trust Company, in its capacity as custodian under the Custodial Services Agreement, as appointed from time to time by the Company.

"DBRS" means DBRS Limited.

"Equity Distribution Agreement" has the meaning given to such term under "The Company" in this Prospectus Supplement.

"Extraordinary Resolution" means a resolution passed by the affirmative vote of at least 66⅔% of the votes cast, either in person or by proxy, at a meeting of shareholders called for the purpose of approving such resolution.

"FHSA" has the meaning given to such term under "Eligibility for Investment" in this Prospectus Supplement.

"IFRS" has the meaning given to such term under "Earnings Coverage Ratios" in this Prospectus Supplement.

"Investment Guidelines" means the investment guidelines of the Company described under "The Company - Investment Guidelines" in this Prospectus Supplement.

"Investment Objectives" means the investment objectives of the Company described under "The Company - Investment Objectives" in this Prospectus Supplement.

"Investment Restrictions" means the investment restrictions of the Company, including without limitation those described under "The Company - Investment Restrictions" in this Prospectus Supplement.

S-2