EXPERTS
The financial statements
of the Brookfield Corporation as of December 31, 2024 and 2023, and for each of the two years in the periods ended December 31,
2024, incorporated by reference in this Prospectus, and the effectiveness of Brookfield Corporation’s internal control over financial
reporting have been audited by Deloitte LLP, an independent registered public accounting firm, as stated in their reports. Such financial
statements are incorporated by reference in reliance upon the reports of such firm given their authority as experts in accounting and
auditing.
Deloitte LLP is independent
with respect to the Company within the meaning of the Securities Act and the applicable rules and regulations thereunder adopted
by the Commission and the Public Company Accounting Oversight Board (United States) and within the meaning of the rules of professional
conduct of the Chartered Professional Accountants of Ontario.
EXPENSES
The following are the estimated
expenses of the offering of the Securities being registered under the Registration Statement, all of which has been or will be paid by
us.
| SEC registration fee | |
$ | 552,400 | † |
| Exchange listing fees | |
| * | |
| Blue sky fees and expenses | |
| * | |
| Trustee & transfer agent fees | |
| * | |
| Printing and engraving costs | |
| * | |
| Legal fees and expenses | |
| * | |
| Accounting fees and expenses | |
| * | |
| Miscellaneous | |
| * | |
| Total | |
$ | * | |
| † | Includes $147,600 of registration fees that were carried forward from a prior registration statement. |
| | * | The applicable
Prospectus Supplement will set forth the estimated aggregate amount of expenses payable in respect of any offering of Securities. |
DOCUMENTS
FILED AS PART OF THE REGISTRATION STATEMENT
The following documents
have been or will be filed with the Commission as part of the Registration Statement: (1) for purposes of Form F-10: the
documents referred to under “Documents Incorporated by Reference”; the consent of Deloitte LLP; powers of attorney; the
BN Indenture, the BFI Indentures, the US LLC Indenture, the BFI II Indenture, the UK Issuer Indentures and the form of the AUS
Issuer Indenture; and (2) for purposes of Form F-3: the underwriting agreement(s) in respect of offerings hereunder;
the certificate of formation and limited liability company agreement of the US Pref Issuer, the US LLC Indenture, the UK Issuer
Indentures and the form of the AUS Issuer Indenture; other forms of debt instruments of the US LLC Issuer, the AUS Issuer and the UK
Issuer; the consent of Deloitte LLP; the opinions and consents of Torys LLP, Herbert Smith Freehills Kramer LLP and King &
Wood Mallesons; a list of subsidiary issuers and guarantors; powers of attorney; and the Statements of Eligibility of Computershare
Trust Company, N.A., as U.S. trustee, on Form T-1 and (3) the SEC filing fee exhibit.
WELL-KNOWN
SEASONED ISSUER
This Prospectus constitutes
a “WKSI base shelf prospectus” (as defined in NI 44-102) and has been filed under Part 9B of NI 44-102. Pursuant
to Part 9B of NI 44-102, certain “eligible issuers” that are “well-known seasoned issuers” and certain
other “eligible issuers” are permitted to file a WKSI base shelf prospectus and, subject to the satisfaction of certain conditions,
a receipt will be deemed to be issued by the applicable securities regulatory authorities for such WKSI base shelf prospectus immediately
upon filing, without review by such applicable securities regulatory authorities or the requirement to file and obtain a receipt for a
preliminary short form base shelf prospectus. WKSI base shelf prospectuses are also exempt from certain disclosure requirements under
NI 44-102 that would otherwise apply to a final short form base shelf prospectus. The Company, which is the parent issuer of each
of BFI, the US LLC Issuer, BFI II, the AUS Issuer, the UK Issuer, the US Pref Issuer, BFI IV and BFI V, has determined that it qualifies
as a “well-known seasoned issuer” pursuant to NI 44-102 because, as of December 15, 2025, it had “qualifying
public equity” as defined in NI 44-102 of approximately C$135,602,519,460.
By virtue of the
Company’s full and unconditional credit support for the Debt Securities, the Canadian Preference Shares and the US Preferred
Shares, each of the Debt Issuers and Pref Issuers has determined that it is eligible to rely on Part 9B of NI 44-102 to file
this Prospectus in respect of non-convertible securities other than equity securities. Each of BFI and BFI II has also determined
that it qualifies as a “well-known seasoned issuer” because, as of December 15, 2025, (i) BFI had “qualifying
public debt” as defined in NI 44-102 of approximately C$4,475,250,000 (US$3,250,000,000 converted to C$ at the Bank of
Canada daily exchange rate of $1.00 = C$1.377 on December 15, 2025) and (ii) BFI II had “qualifying public debt” as
defined in NI 44-102 of C$1,000,000,000.
FORM F-10
