Valens (VLNS) F-10 Registration of securities (Canada)

Exhibit 107

EX-FILING FEES

Newly Registered Securities

Security Type

Security Class Title

Fee Calculation Rule or Instruction

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Newly Registered Securities

Fees to Be Paid

Equity

Common Shares

___

___

___

___

___

Other

Warrants

___

___

___

___

___

Other

Subscription Receipts

___

___

___

___

___

Other

Units

___

___

___

___

___

Debt

Debt Securities

___

___

___

___

___

Unallocated (Universal) Shelf

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457(o

)

(1)

(1)

US $

119,980,804

(2)

$

0.0000927

US $

11,122

Fees Previously Paid

___

___

___

___

___

___

___

Total Offering Amounts

US $

119,980,804

US $

11,122

Total Fees Previously Paid

$

0

Total Fee Offsets

$

0

Net Fee Due

US $

11,122

(1)

There are being registered under this Registration Statement such indeterminate number of common shares, warrants, subscription receipts, units or debt securities of the registrant, and a combination of such securities, separately or as units, as may be sold by the registrant from time to time, which collectively shall have an aggregate initial offering price of not to exceed US$119,980,804 (converted from Cdn$150,000,000 at an exchange rate of US$1.00=Cdn$1.2502, which was the daily exchange rate as reported by the Bank of Canada on March 25, 2022, a date within 5 business days of filing this Registration Statement). The securities registered hereunder also include such indeterminate number of each class of identified securities as may be issued upon conversion, exercise or exchange of any other securities that provide for such conversion into, exercise for or exchange into such securities. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. In addition, pursuant to Rule 416 under the Securities Act of 1933 (the “Securities Act”), as amended, the common shares being registered hereunder include such indeterminate number of common shares as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends, or similar transactions. The proposed maximum initial offering price per security will be determined, from time to time, by the registrant in connection with the sale of the securities under this Registration Statement.

(2)

Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(o) under the Securities Act.