AGENCY AGREEMENT

April 12, 2021

48North Cannabis Corp. 243 Queen Street West – 2nd Floor Toronto, Ontario M5V 2V4

Attention: Charles Vennat, Chief Executive Officer

Dear Sir:

Re: Prospectus Offering of Units of 48North Cannabis Corp. on "Best Efforts" Basis

48North Cannabis Corp. (the "Corporation") hereby engages Cantor Fitzgerald Canada Corporation and Cormark Securities Inc. (collectively, the "Agents") to act as its agents to offer and sell on a "best efforts" agency basis a minimum of 20,000,000 units ("Units") of the Corporation (the "Minimum Offering") and up to a maximum of 24,000,000 Units (the "Maximum Offering") at an offering price of $0.21 per Unit (the "Offering Price"), upon and subject to the terms and conditions contained herein (the "Offering"). Each Unit (as defined herein) shall consist of one (1) Common Share (as defined herein) (each, a "Unit Share") and one (1) Common Share purchase warrant (each, a "Warrant"). Closing (as defined herein) of the Offering is conditional upon the Minimum Offering being achieved. All funds received by the Agents will be returned, without any interest or deductions, to investors if the Minimum Offering is not attained by the date that is 42 days following the date of issuance of a receipt of the Final Prospectus (as defined herein).

Each Warrant shall entitle the holder thereof to acquire one Common Share (each, a "Warrant Share") at an exercise price of $0.26, for a period of 24 months from the Closing Date (as defined herein). The Warrants shall be issued pursuant to, and the exercise of the Warrants shall be governed by, the provisions of a warrant indenture (the "Warrant Indenture"), to be entered into between the Corporation and Computershare Trust Company of Canada, as warrant agent (the "Warrant Agent"), in the form and on terms satisfactory to the Corporation and the Agents, acting reasonably.

The Corporation hereby grants the Agents an over-allotment option (the "Over-Allotment Option") to purchase up to an additional 3,600,000 Units (the "Additional Units") at the Offering Price, upon the terms and conditions set forth herein for the purpose of covering over-allotments, if any, made in connection with the Offering and for market stabilization purposes (provided that in no circumstance shall the number of Additional Units exceed 15% of the number of Units actually sold under the Offering). The Over-Allotment Option may be exercisable by the Agents in respect of: (i) Additional Units at the Offering Price; or (ii) additional Common Shares (the "Additional Shares") at a price of $0.16 per Additional Share; or (iii) additional Warrants (the "Additional Warrants", and collectively with the Additional Units and the Additional Shares, the "Additional Securities") at a price of $0.05 per Additional Warrant; or (iv) any combination of Additional Units and/or Additional Shares and/or Additional Warrants, so long as the aggregate

number of Common Shares and Warrants which may be issued under the Over-Allotment Option does not exceed 15% of the Unit Shares and Warrants sold under the Offering. The Over-Allotment Option shall be exercisable, in whole or in part, at any time up to 30 days following the Closing Date, after which time the Over-Allotment Option shall be void and of no further force and effect. If exercised, any Additional Units issued upon exercise of the Over-Allotment Option shall be deemed to form part of the Offering for the purposes hereof. If the Agents elect to exercise the Over-Allotment Option, the Agents shall notify the Corporation in writing not later than 30 days after the Closing Date, which notice shall specify the number of Additional Securities to be sold under the Offering pursuant to the Over-Allotment Option and the date upon which such Additional Securities are to be purchased (the "Additional Securities Closing Date"). Such date may be the same as the Closing Date but otherwise not earlier than two Business Days after the date of such notice.

Unless the context requires otherwise, references herein to the "Units", "Unit Shares" and "Warrants" shall assume the exercise of the Over-Allotment Option and include all Additional Units, Additional Shares and Additional Warrants issuable thereunder.

In consideration of the services to be rendered by the Agents in connection with the Offering, the Corporation agrees to pay to the Agents the Commission (as defined herein) and to issue and deliver the Broker Warrants (as defined herein) to the Agents in such amounts and with such terms as set out in Section 15 hereof. The obligation of the Corporation to pay the Commission and issue and deliver the Broker Warrants shall arise at the Closing Time and the Commission and the Broker Warrants shall be fully earned by the Agents upon the completion of the Offering.

The Corporation has filed under and as required by Canadian Securities Laws (as defined herein) the Preliminary Prospectus (as defined herein) and the Amended and Restated Prospectus (as defined herein) with each of the Canadian Securities Commissions (as defined herein) relating to the distribution of the Offered Securities (as defined herein) in the Canadian Offering Jurisdictions (as defined herein) and has obtained a receipt from the OSC (as defined herein) therefor.

The Offering shall take place in the Canadian Offering Jurisdictions under the Final Prospectus and in the United States provided however that offers and sales of Units to, or for the account or benefit of, persons in the United States (as defined below) and U.S. Persons (as defined below) shall be made only on a private placement basis in accordance with United States securities laws, and all such offers and sales shall be made in accordance with the terms and conditions set forth in this Agreement, including Schedule "C" attached hereto.

Subject to applicable law, including applicable Securities Laws (as defined herein), and subject to the terms of this Agreement, the Units may also be distributed outside of Canada and the United States in each jurisdiction as mutually agreed to by the Corporation and the Agents where they may be lawfully sold by the Agents without: (i) giving rise to any requirement under the laws of such jurisdiction to prepare and/or file a prospectus or document having similar effect; (ii) creating any ongoing compliance or continuous disclosure obligations for the Corporation pursuant to the laws of such jurisdiction; or (iii) imposing any filing fee or other regulatory financial obligation whatsoever on the Corporation.

Section 1 Definitions and Interpretation

(1) Where used in this Agreement or in any amendment hereto, the following terms have the following meanings, respectively:

"48North Amalco" means the Corporation's direct wholly-owned subsidiary, 48North Amalco Ltd. (doing business as 48North Cannabis);

"Accredited Investor" means an "accredited investor" within the meaning of Rule 501(a) of Regulation D;

"Act" means the Canada Business Corporations Act;

"Additional Securities" has the meaning ascribed thereto on the face page of this Agreement;

"Additional Securities Closing Date" has the meaning ascribed thereto on the face page of this Agreement;

"Additional Securities Closing Time" has the meaning ascribed to such term in Section 12;

"Additional Shares" has the meaning ascribed thereto on the face page of this Agreement;

"Additional Units" has the meaning ascribed thereto on the face page of this Agreement;

"Additional Warrants" has the meaning ascribed thereto on the face page of this Agreement;

"affiliate", "associate", "insider", "material change", "material fact", "misrepresentation" and "person" have the respective meanings ascribed thereto in the Securities Act;

"Agents" has the meaning ascribed thereto on the face page of this Agreement;

"Agreement" means this agency agreement, as it may be amended from time to time;

"Amended and Restated Prospectus" means the amended and restated Preliminary Prospectus, together with the Documents Incorporated by Reference therein;

"Applicable Laws" means all applicable laws, rules, regulations, policies, statutes, ordinances, codes, orders, consents, decrees, judgments, decisions, rulings, awards, or guidelines, the terms and conditions of any Authorizations, including any judicial or administrative interpretation thereof, of any Governmental Entity, including without limitation the Cannabis Act (Canada);

"Auditors" means MNP LLP, the auditors of the Corporation;

"Authorizations" means any regulatory licences, approvals, permits, consents, certificates, registrations, filings or other authorizations of or issued by any Governmental Entity, including the Licenses, under Applicable Laws, including Environmental Laws;

"Broker Unit Shares" means the Common Shares forming part of the Broker Units;

"Broker Unit Warrant Shares" means the Common Shares issuable on the exercise of the Broker Unit Warrants;

"Broker Unit Warrants" means the Warrants forming part of the Broker Units;

"Broker Units" has the meaning ascribed to such term in Section 15 hereof;

"Broker Warrant Certificates" means the certificates representing the Broker Warrants and containing the terms thereof;

"Broker Warrants" has the meaning ascribed to such term in Section 15 hereof;

"Business" means the business of the Corporation and the Subsidiaries, being the cultivation, production, processing, extraction, selling, shipping, transporting, delivering and destroying of cannabis (as defined in the Cannabis Act (Canada)) pursuant to the Licenses;

"Business Assets" means all tangible and intangible property and assets owned (either directly or indirectly), leased, licensed, loaned, operated or used, including all real property, fixed assets, facilities, equipment, inventories and accounts receivable, by the Corporation and the Subsidiaries in connection with the Business, including the Facilities;

"Business Day" means a day, other than a Saturday, a Sunday or any other day on which the principal chartered banks located in Toronto, Ontario are not open for business;

"Canadian Offering Jurisdictions" means each of the Provinces of Canada other than Québec;

"Canadian Securities Commissions" means the securities regulatory authorities in each of the Canadian Offering Jurisdictions;

"Canadian Securities Laws" means, collectively, all applicable securities laws of each of the Canadian Offering Jurisdictions and the respective rules and regulations under such laws together with applicable published instruments, notices and orders of the securities regulatory authorities in the Canadian Offering Jurisdictions, including the rules and policies of the TSXV;

"CDS" means CDS Clearing and Depositary Services Inc.;

"Claims" has the meaning ascribed to such term in Section 13 hereof;

"Closing" means the closing of the Offering;

"Closing Date" means the day on which the Closing shall occur, being April 16, 2021 or such earlier or later date as may be agreed to in writing by the Corporation and the Agents, each acting reasonably;

"Closing Time" means 8:00 a.m. (Toronto time) on the Closing Date, or such other time on the Closing Date as may be agreed to by the Corporation and the Agents;

"Commission" has the meaning ascribed to such term in Section 15 hereof;

"Common Shares" means the common shares in the capital of the Corporation;

"Compensation Securities" means collectively, the Broker Warrants, the Broker Units, the Broker Unit Shares, the Broker Unit Warrants and the Broker Unit Warrant Shares;

"Corporation" has the meaning ascribed thereto on the face page of this Agreement;

"Data Room" means the virtual data room established by the Corporation to facilitate the Agents' due diligence investigations;

"Debt Instrument" means any and all agreements, loans, bonds, notes, debentures, indentures, promissory notes, mortgages, guarantees, security agreements or other instruments evidencing indebtedness (demand or otherwise) for borrowed money or other liability to which the Corporation or any of the Subsidiaries are a party or to which their property or assets are otherwise bound and which is material to the Corporation and the Subsidiaries on a consolidated basis, and including all related security documentation;

"DelShen" means the Corporation's indirect wholly-owned subsidiary, DelShen Therapeutics Corp.;

"DelShen Facility" means the Corporation's indoor cannabis production facility operated by DelShen, located in Kirkland Lake, Ontario;

"DelShen Licenses" means the licenses issued to DelShen under the Cannabis Act (Canada), including (i) a standard cultivation license; (ii) a standard processing license; and (iii) a sale license for medical purposes;

"Documents Incorporated by Reference" means, collectively, those documents listed in the Prospectus under the heading "Documents Incorporated by Reference", the Marketing Documents and any other documents that are required to be incorporated by reference in the Prospectus under Canadian Securities Laws;

"distribution" means distribution or distribution to the public, as the case may be, for the purposes of Canadian Securities Laws or any of them;

"Employee Plans" has the meaning ascribed to such term in Section 8(nnn) hereof;

"Engagement Letter" means the engagement letter between the Corporation and Agents dated as of March 9, 2021 in respect of the Offering;

"Environmental Laws" means all Applicable Laws relating to the environment or environmental issues (including air, surface, water and stratospheric matters), pollution or protection of human health and safety, including without limitation relating to the release, threatened release, manufacture, processing, blending, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials;

"Expiry Date" means the date that is 24 months following the Closing Date;

"Facilities" means, collectively, (i) the DelShen Facility; (ii) the G&G Facility; and (iii) the G&G Farm;

"Final Prospectus" means the (final) short form prospectus in respect of the Offering, including for the avoidance of doubt the Documents Incorporated by Reference, of the Corporation for which a Prospectus Receipt has been issued;

"Financial Statements" means, collectively, (i) the audited annual consolidated financial statements of the Corporation as at and for the years ended June 30, 2020 and 2019, together with the notes thereto and the auditors' report thereon; (ii) the unaudited condensed interim consolidated financial statements of the Corporation as at and for the three months ended September 30, 2020 and 2019, together with the notes thereto; and (iii) the unaudited condensed interim consolidated financial statements of the Corporation as at and for the three and six months ended December 31, 2020 and 2019, together with the notes thereto;

"G&G" means the Corporation's indirect wholly-owned subsidiary, Good & Green Corp. (formerly 2599760 Ontario Corp.);

"G&G Facility" means the Corporation's indoor cannabis production facility operated by G&G, located in Brantford, Ontario owned by 2618351 Ontario Inc., an indirect whollyowned subsidiary of the Corporation;

"G&G Farm" means the 100-acre outdoor farm in Brant County, Ontario owned by 2656751 Ontario Ltd., an indirect wholly-owned subsidiary of the Corporation;

"G&GCC" means the Corporation's direct wholly-owned subsidiary, Good & Green Cannabis Corp.;

"G&G Licenses" means the licenses issued to G&G under the Cannabis Act (Canada), including (i) a standard cultivation license; (ii) a standard processing license; and (iii) a standard outdoor cultivation license;

"Government Official" means (i) any official, officer, employee or representative of, or any person acting in an official capacity for or on behalf of, any Governmental Entity, (ii) any salaried political party official, elected member of political office or candidate for political office, or (iii) any company, business, enterprise or other entity owned or controlled by any person described in the foregoing clauses;

"Governmental Entity" means any (i) multinational, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or

foreign, including without limitation Health Canada, (ii) subdivision, agent, commission, board, or authority of any of the foregoing, (iii) quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under, or for the account of, any of the foregoing, or (iv) any stock exchange;

"Hazardous Materials" means chemicals, fluids, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products;

"IFRS" means International Financial Reporting Standards as issued by the International Accounting Standards Board;

"including" means including but not limited to;

"Indemnified Party" or "Indemnified Parties" have the meanings ascribed to such terms in Section 13 hereof;

"Indemnitor" has the meaning ascribed to such term in Section 13 hereof;

"Leased Premises" means any premises which the Corporation or any Subsidiary occupies as a tenant;

"Licenses" means, collectively, (i) the DelShen Licenses; and (ii) the G&G Licenses;

"Liens" means any encumbrance or title defect of whatever kind or nature, regardless of form, whether or not registered or registrable and whether or not consensual or arising by law (statutory or otherwise), including any mortgage, lien, charge, pledge or security interest, whether fixed or floating, or any assignment, lease, option, right of pre-emption, privilege, encumbrance, easement, servitude, right of way, restrictive covenant, right of use or any other right or claim of any kind or nature whatever which affects ownership or possession of, or title to, any interest in, or right to use or occupy such property or assets;

"Losses" has the meaning ascribed to such term in Section 13 hereof;

"Marketing Documents" means the marketing materials approved in accordance with Section 4(2);

"Material Adverse Effect" means any event, change, fact, or state of being which could reasonably be expected to have a significant and adverse effect on the business, affairs, capital, operation, properties, permits, assets, liabilities (absolute, accrued, contingent or otherwise) or condition (financial or otherwise) of the Corporation and the Subsidiaries considered on a consolidated basis;

"Material Agreement" means any and all contracts, commitments, agreements (written or oral), instruments, leases or other documents, including licences, sub-licenses, supply agreements, manufacturing agreements, distribution agreements, sales agreements, or any other similar type agreements, to which the Corporation or any of the Subsidiaries is a party or to which their Business Assets are otherwise bound, and which is material to the Corporation and the Subsidiaries on a consolidated basis;

"Minimum Offering" has the meaning ascribed thereto on the face page of this Agreement;

"Money Laundering Laws" has the meaning ascribed to such term in Section 8(bb) hereof;

"NI 14-101" means National Instrument 14-101– Definitions;

"NI 44-101" means National Instrument 44-101 – Short Form Prospectus Distributions;

"NI 45-102" means National Instrument 45-102 – Resale of Securities;

"NI 45-106" means National Instrument 45-106 – Prospectus Exemptions;

"NI 51-102" means National Instrument 51-102 – Continuous Disclosure Obligations;

"OBCA" means the Business Corporations Act (Ontario);

"Offered Securities" means, collectively, the Units, the Unit Shares, the Warrants, the Warrant Shares, the Additional Units, the Additional Shares and the Additional Warrants;

"Offering" has the meaning ascribed thereto on the face page of this Agreement;

"Offering Jurisdictions means, collectively, each of the Canadian Offering Jurisdictions, the United States and any other jurisdictions outside of Canada and the United States as mutually agreed to by the Corporation and the Agents in writing;

"Offering Price" has the meaning ascribed thereto on the face page of this Agreement;

"OSC" means the Ontario Securities Commission;

"Over-Allotment Option" has the meaning ascribed thereto on the face page of this Agreement;

"Owned Premises" means the premises which the Corporation or any Subsidiary owns, including, (i) the DelShen Facility; (ii) the G&G Facility; and (iii) the G&G Farm;

"Preliminary Prospectus" means the preliminary short form prospectus in respect of the Offering, including for the avoidance of doubt, the Documents Incorporated by Reference, of the Corporation dated March 11, 2021;

"Prospectus" means, together, the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the Final Prospectus;

"Prospectus Amendment" means any amendment to the Preliminary Prospectus or the Final Prospectus, including the Documents Incorporated by Reference;

"Prospectus Receipt" means the receipt issued by the OSC, which is deemed to also be a receipt of the other Canadian Securities Commissions pursuant to Multilateral Instrument 11-102 — Passport System and National Policy 11-202 — Process for Prospectus Reviews in Multiple Jurisdictions, for the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus, the Final Prospectus and any Prospectus Amendment, as the case may be;

"Public Disclosure Documents" means, collectively, all of the documents which have been filed on www.sedar.com by or on behalf of the Corporation with the Securities Commissions pursuant to the requirements of Canadian Securities Laws;

"Purchasers" means, collectively, each of the purchasers or beneficial purchasers of Units arranged by the Agents, in connection with the Offering;

"Qualified Institutional Buyer" means a "qualified institutional buyer" as defined in Rule 144A that is also a U.S. Accredited Investor;

"Rule 144A" means Rule 144A promulgated under the U.S. Securities Act;

"Regulation D" means Regulation D promulgated under the U.S. Securities Act;

"Regulation S" means Regulation S promulgated under the U.S. Securities Act;

"Reporting Jurisdictions" means each of the Provinces of Canada other than Québec;

"Restricted Share Unit" means a restricted share unit granted under the Corporation's restricted share unit plan;

"Securities Act" means the Securities Act (Ontario);

"Securities Commissions" means the securities regulatory authority in each of the Reporting Jurisdictions;

"Securities Laws" means, collectively, Canadian Securities Laws and all applicable securities laws, rules, regulations, policies and other instruments promulgated by the Securities Regulators in any of the other Offering Jurisdictions;

"Securities Regulators" means, collectively, the securities regulators or other securities regulatory authorities in the Offering Jurisdictions;

"SEDAR" means the System for Electronic Document Analysis and Retrieval of the Canadian Securities Administrators;

"Selling Group" has the meaning ascribed to such term in Section 2 hereof;

"Standard Term Sheet" means the term sheet for the Offering dated March 9, 2021 as agreed to between the Corporation and the Agents;

"Stock Option" means stock options granted under the Corporation's stock option plan;

"Subsidiaries" means the subsidiaries of the Corporation set out in Schedule "A" hereto;

"subsidiary" or "subsidiaries" has the meaning ascribed thereto in the Securities Act;

"Supplementary Material" means, collectively, any amendment to the Prospectus and any amendment or supplemental prospectus or ancillary materials that may be filed by or on behalf of the Corporation under applicable Securities Laws relating to the Offering and/or the distribution of the Units;

"Taxes" has the meaning ascribed to such term in Section 8(z) hereof;

"to the knowledge of the Corporation" means the actual knowledge of the current directors and officers of the Corporation, after reasonable enquiry;

"Transaction Documents" means, collectively, this Agreement, the Warrant Indenture and the Broker Warrant Certificates;

"Transfer Agent" means Computershare Investor Services Inc., in its capacity as transfer Agents and registrar in respect of the Common Shares, at its principal office in Toronto, Ontario;

"TSXV" means the TSX Venture Exchange;

"Unit Shares" has the meaning ascribed thereto on the face page of this Agreement, and for certainty includes any Unit Shares issued on the exercise of the Over-Allotment Option;

"United States" means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

"Units" has the meaning ascribed thereto on the face page of this Agreement, and for certainty includes any Additional Units issued on the exercise of the Over-Allotment Option;

"U.S. Accredited Investor" means an "accredited investor" as such term is defined in Rule 501(a) of Regulation D;

"U.S. Exchange Act" means the United States Securities Exchange Act of 1934, as amended, including the rules regulations promulgated thereunder;

"U.S. Memorandum" means the U.S. private placement memorandum and any amendments to the U.S. private placement memorandum, copies of the preliminary version of which will be attached to the Preliminary Prospectus, the amended and restated version attached to the Amended Prospectus, and the final version of which will be attached to the Final Prospectus to be delivered in connection with each offer and sale of the Offered Securities to, or for the account or benefit of, persons in the United States and U.S. Persons;

"U.S. Person" means a "U.S. person" as defined in Rule 902(k) of Regulation S;

"U.S. Securities Act" means the United States Securities Act of 1933, as amended, including the rules and regulations promulgated thereunder;

"Warrant Agent" has the meaning ascribed thereto on the face page of this Agreement;

"Warrant Indenture" has the meaning ascribed thereto on the face page of this Agreement;

"Warrant Shares" has the meaning ascribed thereto on the face page of this Agreement, and for certainty includes any additional Warrant Shares issuable upon exercise of the Warrants issued on the exercise of the Over-Allotment Option; and

"Warrants" has the meaning ascribed thereto on the face page of this Agreement, and for certainty includes any Warrants issued on the exercise of the Over-Allotment Option.

(2) Any reference in this Agreement to a section or subsection shall refer to a section or subsection of this Agreement.

(3) All words and personal pronouns relating thereto shall be read and construed as the number and gender of the party or parties referred to in each case required and the verb shall be construed as agreeing with the required word and/or pronoun.

(4) Any reference in this Agreement to $ or to "dollars" shall refer to the lawful currency of Canada, unless otherwise specified.

(5) The following are the schedules to this Agreement, which schedules are deemed to be a part hereof and are hereby incorporated by reference herein:

SCHEDULE "A" Subsidiaries

SCHEDULE "B" Existing Rights

SCHEDULE "C" Compliance with United States Securities Laws

Section 2 Appointment of Agents

Based upon and subject to the terms and conditions of this Agreement, the Agents hereby agree to act as agents and the Corporation hereby appoints the Agents as the exclusive agents of the Corporation, to offer the Offered Securities for sale on a "best efforts" basis (i) in the Canadian Offering Jurisdictions pursuant to the Final Prospectus; (ii) to, or for the account or benefit of, persons in the United States and U.S. Persons, on a private placement basis only to U.S. Accredited Investors and Qualified Institutional Buyers, in both cases in compliance with Rule 506(b) of Regulation D and in reliance upon similar exemptions from registration under applicable state securities laws; and (iii) certain other jurisdictions outside Canada on a private placement basis, as agreed to by the Corporation and the Agents in writing, in accordance with the terms of this Agreement and in compliance with Securities Laws, and in such a manner so as not to require registration thereof or filing of a prospectus, registration statement or similar disclosure document or impose on the Corporation additional continuous reporting obligations under applicable Securities Laws.

The Agents shall be entitled to appoint a selling group consisting of other registered investment dealers and brokers (the "Selling Group") in accordance with applicable Securities Laws to assist in the Offering. Any investment dealer or broker who is a member of any Selling Group formed by the Agents pursuant to the provisions of this Agreement or with whom the Agents have a contractual relationship with respect to the Offering, if any, shall agree with the Agents to comply with the covenants and obligations given by the Agents herein. The fee payable to any such investment dealer or broker who is a member of any Selling Group shall be for the account of the Agents.

The Agents acknowledge that the Corporation is not taking any steps to qualify the Units for distribution or register the Units or the distribution thereof with any securities authority outside of the Canadian Offering Jurisdictions. The parties to this Agreement acknowledge that the Offered Securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. Persons, except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws. In accordance with the terms hereof, the Agents may offer and sell the Offered Securities outside the United States to non-U.S. Persons only in accordance with all applicable securities and other laws and regulations and in a manner which will not require the Corporation to comply with the registration, prospectus, filing, continuous disclosure or other similar requirements under the applicable securities laws of such other jurisdictions or pay any additional governmental filing fees which relate to such other jurisdictions.

The Agents agree to sell the Offered Securities only in accordance with, and in a manner permitted by, the laws of each jurisdiction in which the Offered Securities are sold, including applicable Securities Laws, and to require each member of the Selling Group to agree in writing with the Agents to so sell the Offered Securities. The Agents further agree, subject to receipt of the same from the Corporation, to send a copy of all Prospectus Amendments to all persons to whom copies of the Final Prospectus are sent and further agree to require each member of the Selling Group to agree in writing with the Agents to distribute the same documents in the manner stipulated.

For purposes of this Section 2, the Agents shall be entitled to assume that the Offered Securities are qualified for distribution in any Canadian Offering Jurisdiction where a Prospectus Receipt shall have been obtained following the filing of the Final Prospectus, unless otherwise notified in writing by the Corporation.

The Agents shall promptly notify the Corporation when, in their opinion, the distribution of the Units has ceased and will provide to the Corporation, as soon as practicable thereafter, a breakdown of the number of Units distributed in each of the Canadian Offering Jurisdictions where such breakdown is required for the purpose of calculating fees payable to the Canadian Securities Commissions and, if applicable, in the United States.

The Agents shall not, in connection with the services provided hereunder, make any representations or warranties with respect to the Corporation or its securities, other than as set forth in the Prospectus.

Notwithstanding the foregoing provisions of this Section 2, no Agent will be liable to the Corporation under this Section 2 with respect to a default by another Agent or another Agent's duly registered broker-dealer affiliate, as the case may be.

Section 3 Compliance with Applicable Securities Laws

The Corporation shall fulfil and comply with, to the satisfaction of the Agents, acting reasonably, the applicable Securities Laws required to be fulfilled or complied with by the Corporation in connection with the Offering, including without limitation, to qualify the Offered Securities for distribution in the Canadian Offering Jurisdictions through the Agents or any other investment dealers or brokers who comply with applicable Securities Laws. All legal requirements to enable the distribution in the Canadian Offering Jurisdictions of the Offered Securities shall be fulfilled as soon as practicable.

Without limiting the generality of the foregoing, the Corporation shall prepare and file forthwith after any comments with respect to the Amended and Restated Preliminary Prospectus have been received from, and have been resolved with, the OSC, and on a basis acceptable to the Agents, acting reasonably, and on the terms set out below, under and as required by Canadian Securities Laws with each of the Canadian Securities Commissions, the Final Prospectus (as defined herein) and all other required documents, including any document incorporated by reference therein that has not previously been filed, in order to qualify for distribution to the public the Offered Securities in the Offering Jurisdictions through the Agents or any other investment dealer or broker registered to transact such business in the applicable Offering Jurisdictions contracting with the Agents and use best efforts to obtain a Prospectus Receipt therefor no later than April 13, 2021.

Section 4 Preparation of Prospectus and Marketing Materials and Due Diligence

(1) During the period of the distribution of the Units, the Corporation shall co-operate in all respects with the Agents to allow and assist the Agents to participate fully in the preparation of, and allow the Agents to approve (acting reasonably) the form and content of the Prospectus and shall allow the Agents to conduct all "due diligence" investigations which the Agents may reasonably require to fulfil the Agents' obligations under applicable Securities Laws as agents and, in the case of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus, the Final Prospectus and any Prospectus Amendment, to enable the Agents responsibly to execute any certificate required to be executed by the Agents.

(2) Without limiting the generality of clause (1) above, during the distribution of the Units:
- (a) the Corporation shall prepare, in consultation with the Agents, and shall approve in writing, prior to the time that any such marketing materials are provided to potential Purchasers, a template version of any marketing materials reasonably requested to be provided by the Agents to any such potential Purchasers, and such marketing materials shall comply with applicable Securities Laws and shall be acceptable in form and substance to the Agents and their counsel, acting reasonably;
- (b) the Agents shall, on behalf of the Agents, approve a template version of any such marketing materials in writing prior to the time that such marketing materials are provided to potential Purchasers;
- (c) the Corporation shall file a template version of any such marketing materials on SEDAR as soon as reasonably practical after such marketing materials are so approved in writing by the Corporation and the Agents and in any event on or before the day the marketing materials are first provided to any potential Purchaser, and any comparables shall be removed from the template version in accordance with NI 44-101 prior to filing such on SEDAR (provided that if any such comparables are removed, the Corporation shall deliver a complete template version of any such

marketing materials to the OSC), and the Corporation shall provide a copy of such filed template version to the Agents as soon as practicable following such filing; and

(d) following the approvals and filings set forth in Sections 3(2)(a) to (c) above, the Agents may provide a limited use version of such marketing materials to potential Purchasers in accordance with applicable Securities Laws.

(3) The Corporation and each Agent, on a several basis, covenants and agrees not to provide any potential Purchaser with any marketing materials except for marketing materials which have been approved as contemplated in Section 4(2).

Section 5 Material Changes

(1) During the period from the date of this Agreement to the completion of the distribution of the Units (and, if applicable, the Additional Securities), the Corporation covenants and agrees with the Agents that it shall promptly notify the Agents in writing of:

(a) any material change (actual, anticipated, contemplated or threatened) in or relating to the business, affairs, operations, assets, liabilities (contingent or otherwise), capital or ownership of the Corporation and its Subsidiaries taken as a whole;
(b) any material fact which has arisen or been discovered and would have been required to have been stated in the Prospectus had the fact arisen or been discovered on or prior to the date of the Prospectus; or
(c) any change in any material fact (which for purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the Prospectus, as it exists immediately prior to such change, which fact or change is, or may reasonably be expected to be, of such a nature as to render any statement in such Prospectus, as it exists immediately prior to such change, misleading or untrue in any material respect or which would result in the Prospectus, as it exists immediately prior to such change, containing a misrepresentation or which would result in the Prospectus, as it exists immediately prior to such change, not complying with the laws of any Canadian Offering Jurisdiction in which the Units are to be offered for sale or which change would reasonably be expected to have a significant effect on the market price or value of any securities of the Corporation.

(2) Until the distribution of the Units and the Additional Securities, as the case may be, shall have been completed under the Prospectus, the Corporation shall advise the Agents promptly, and forthwith provide the Agents with copies, of any written communications relating to:

(a) the issuance by any securities regulatory authority in Canada or by the TSXV of any order suspending or preventing the use of the Prospectus or a Prospectus Amendment, as the case may be, or any cease-trading or stop order or any halt in trading relating to the Common Shares or the institution or threat of any proceedings for that purpose; and

(b) the Prospectus or the Offering from any securities regulatory authority in Canada, the TSXV or other authority;

and Corporation shall use its best efforts to prevent the issuance of any such cease-trading or stop order and, if issued, shall forthwith take all reasonable steps which it is able to take and which may be necessary or desirable in order to obtain the withdrawal of such ceasetrading or stop order as soon as possible.

(3) The Agents agree, and will require each member of the Selling Group to agree, to cease the distribution of the Units upon the Agents receiving written notification of any change or material fact with respect to the Prospectus contemplated by this Section 5 and to not recommence the distribution of the Units until Supplementary Materials disclosing such change are filed in such Canadian Offering Jurisdiction.

(4) The Corporation shall promptly comply with all applicable filing and other requirements under applicable Securities Laws whether as a result of such change, material fact or otherwise; provided that the Corporation shall not file any Supplemental Material or other document without first providing the Agents with a copy of such Supplemental Material or other document and consulting with the Agents with respect to the form and content thereof.

(5) If during the distribution of the Units and the Additional Securities there is any change in any applicable Securities Laws, which results in a requirement to file a Prospectus Amendment, the Corporation shall, subject to the proviso in clause (2) above, make any such filing under applicable Securities Laws as soon as possible.

(6) The Corporation shall in good faith discuss with the Agents any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt whether written notice need be given under this Section 5.

Section 6 Deliveries to the Agents

(1) The Corporation shall deliver or cause to be delivered to the Agents, forthwith:
- (a) copies of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the Final Prospectus and any Marketing Documents duly signed by the Corporation as required by the laws of all of the Canadian Offering Jurisdictions;
- (b) a copy of the U.S. Memorandum;
- (c) a copy of the certificate of the Corporation forming part of the Final Prospectus signed and certified as required by the applicable Securities Laws;
- (d) copies of any Prospectus Amendment required to be filed under Section 5 hereof duly signed as required by the laws of all of the Canadian Offering Jurisdictions; and

(e) a copy of any other document required to be filed by the Corporation under the laws of each of the Canadian Offering Jurisdictions in compliance with the applicable Securities Laws.

provided, that if the documents are available on SEDAR, they shall be deemed to have been delivered to the Agents as required by this Section 6(1).

(2) The Corporation shall forthwith cause to be delivered to the Agents in such cities in the Offering Jurisdictions as they may reasonably request, without charge, such numbers of commercial copies of the Preliminary Prospectus, Final Prospectus, the U.S. Memorandum and any Marketing Documents, excluding in each case the Documents Incorporated by Reference, as the Agents shall reasonably require. The Corporation shall similarly cause to be delivered to the Agents commercial copies of any Prospectus Amendment, excluding in each case the Documents Incorporated by Reference. The Corporation agrees that such deliveries shall be effected as soon as possible and, in any event, (i) in Toronto not later than 12:00 p.m. (Toronto time) on April 13, 2021, and in all other cities by 12:00 p.m. local time, on the next Business Day, with respect to the Amended and Restated Preliminary Prospectus, and (ii) in Toronto with respect to the Final Prospectus, the U.S. Memorandum and any Marketing Documents, and any Prospectus Amendment, by 12:00 p.m. (Toronto time) on the Business Day following the delivery by the OSC of the Prospectus Receipt for the Final Prospectus or Prospectus Amendment, as the case may be, and in all other cities by 12:00 p.m. local time, on the next Business Day, provided that the Agents have given the Corporation written instructions as to the number of copies required and the places to which such copies are to be delivered not less than 24 hours prior to the time requested for delivery. Such delivery shall also confirm that the Corporation consents to the use by the Agents and each member of the Selling Group of the Prospectus in connection with the distribution of the Units in compliance with the provisions of this Agreement. The Agents agree, notwithstanding the foregoing obligations of the Company, to cause electronic copies of the Final Prospectus, the U.S. Memorandum and any Marketing Documents, and any Prospectus Amendment, as the case may be, to be delivered to (i) any Purchaser that is a client of the Agents and (ii) Selling Group members, on the same day that the Prospectus Receipt is issued by the applicable Canadian Securities Commission.

(3) By the act of having delivered the Prospectus to the Agents, the Corporation shall have represented and warranted to the Agents that all information and statements (except information and statements relating solely to the Agents and provided by them in writing solely for inclusion therein) contained in the Prospectus, at the date of initial delivery thereof, comply with applicable Securities Laws and are true and correct in all material respects, and that the Prospectus, at such date, contains no misrepresentation or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and constitute full, true and plain disclosure of all material facts relating to the Corporation and the Offering as required by applicable Securities Laws.

(4) The Corporation shall also deliver or cause to be delivered to the Agents, concurrently with the filing of the Final Prospectus with the OSC, a "long form" comfort letter of the Auditors, in form and substance satisfactory to the Agents, acting reasonably, addressed to the Agents and the directors of the Corporation, with respect to certain financial and accounting information relating to the Corporation and its Subsidiaries and affiliates contained in the Prospectus, which letter shall be in addition to the auditors' report incorporated by reference in the Final Prospectus.

Section 7 Regulatory Approvals

The Corporation will make all necessary filings, obtain all necessary consents and approvals (if any) and pay all filing fees required to be paid in connection with the transactions contemplated by this Agreement. The Corporation will cooperate with the Agents in connection with the qualification of the Units for offer and sale, the grant of the Over-Allotment Option and the issuance of the Broker Warrants under Canadian Securities Laws and in maintaining such qualifications in effect for so long as required for the distribution of the Units and the Broker Warrants.

Section 8 Representations and Warranties of the Corporation

The Corporation represents and warrants to the Agents, and acknowledges that the Agents are relying upon such representations and warranties in connection with the purchase of the Units, that:

General Matters

(a) Good Standing of the Corporation. The Corporation (i) has been duly continued and is existing under the Act and is up-to-date in all material corporate filings and in good standing under the Act; (ii) has all requisite corporate power and capacity to carry on its business as now conducted and as proposed to be conducted and to own, lease and operate its properties and assets, including its Business Assets; and (iii) has all requisite corporate power and authority to create, issue and sell, as applicable, the Offered Securities and the Compensation Securities, to grant the Over-Allotment Option and to enter into and carry out its obligations under the Transaction Documents.
(b) Good Standing and Ownership of Subsidiaries. The Corporation's only subsidiaries are those set forth in Schedule "A" hereto. Each of the Subsidiaries is duly incorporated, amalgamated or continued under the OBCA, validly existing and in good standing under the OBCA. The Corporation's direct and indirect percentage ownership of the outstanding shares of the Subsidiaries is accurately disclosed in Schedule "A" hereto. The Corporation is the legal and beneficial owner of all such outstanding shares, free and clear of all Liens, and all of such shares have been duly authorized and validly issued and are outstanding as fully paid and non-assessable shares and no person has any right, agreement or option for the purchase from the Corporation of any interest in any of such shares or for the issue or allotment of any unissued shares in the capital of the Subsidiaries or any other security convertible into or exchangeable for any such shares. The Subsidiaries have all requisite corporate power and capacity to carry on their business as now conducted and as proposed to be conducted and to own, lease and operate their properties and assets, including their Business Assets.
(c) Carrying on Business. The Corporation and each of the Subsidiaries is, in all material respects, conducting its business in compliance with all Applicable Laws of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its properties and assets or carries on business. All such licences, registrations and qualifications are valid, subsisting and in good standing and none of the Corporation nor any of the

Subsidiaries has received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of noncompliance with any such Applicable Laws, licences, registrations or qualifications that are expected, alone or in the aggregate, to have a material effect on the Corporation's operations. The Corporation is not aware of any legislation or regulations, or proposed legislation or regulations published by a legislative or regulatory body, which it anticipates will have a Material Adverse Effect.

(d) No Proceedings for Dissolution. No proceedings have been taken, instituted or, are pending for the dissolution, liquidation or winding up of the Corporation or any of the Subsidiaries.
(e) Freedom to Compete. Neither the Corporation nor any of the Subsidiaries is a party to or bound or affected by any commitment, agreement or document containing any covenant which expressly limits the freedom of the Corporation or any of the Subsidiaries: (i) to compete in any line of business, except the undertaking of the Corporation to the TSXV dated May 3, 2018; or (ii) transfer or move any of its assets or operations which would have a Material Adverse Effect.
(f) Share Capital of the Corporation. The authorized capital of the Corporation consists of an unlimited number of Common Shares of which, as of the close of business on April 9, 2021, 199,470,833 Common Shares were outstanding as fully paid and nonassessable shares in the capital of the Corporation.
(g) Absence of Rights. Except as referred to in Schedule "B" hereto, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Corporation. The Units, upon issuance, will not be issued in violation of or subject to any pre-emptive rights, rights of first refusal, participation rights or any other contractual rights to purchase securities issued by the Corporation.
(h) No Voting Control. The Corporation and the Subsidiaries are not a party to, nor is the Corporation aware of, any shareholders' agreements, pooling agreements, voting agreements or voting trusts or other similar agreements with respect to the ownership or voting of any of the securities of the Corporation, with respect to the nomination or appointment of any directors or officers of the Corporation or any of the Subsidiaries, with respect to observer or information rights related to the proceedings or operations of the Corporation or any of the Subsidiaries or pursuant to which any person may have any right or claim in connection with any existing or past equity interest in the Corporation or any of the Subsidiaries. The Corporation has not adopted a shareholders' rights plan or any similar plan or agreement.
(i) Dividends. There is not, in the constating documents (or equivalent organizational or governing documents) or in any Material Agreement, Debt Instrument, or other instrument or document to which the Corporation or a Subsidiary is a party, any restriction upon or impediment to, the declaration of dividends by the directors of

the Corporation or any Subsidiary or the payment of dividends by the Corporation to the holders of the Common Shares or by a Subsidiary to its immediate parent. The Corporation and the Subsidiaries have not, directly or indirectly, declared or paid any dividend or declared or made any other distribution on any of their shares or securities of any class or, directly or indirectly, redeemed, purchased or otherwise acquired any of their common shares or other securities or agreed to do any of the foregoing.

(j) Transfer Agents. The Transfer Agents at its principal offices in Toronto, Ontario has been duly appointed as the registrar and transfer Agents in respect of the Common Shares.
(k) Stock Exchange Listing and Compliance. The issued and outstanding Common Shares are listed and posted for trading on the TSXV and the Corporation has applied to list the Unit Shares, Warrant Shares, Broker Unit Shares and Broker Unit Warrant Shares on the TSXV. The Corporation has not taken any action which would be reasonably expected to result in the delisting or suspension of the listing of the Common Shares on or from the TSXV and the Corporation is currently in compliance with the rules and policies of the TSXV in all material respects.
(l) Reporting Issuer Status. The Corporation is a "reporting issuer", not included in a list of defaulting reporting issuers maintained by the Securities Commissions in the Reporting Jurisdictions. The Corporation has complied in all material respects with its obligations to make timely disclosure of all material changes and material facts relating to it and there is no material change or material fact relating to the Corporation which has occurred and with respect to which the requisite news release has not been disseminated or material change report, as applicable, has not been filed with the Securities Commissions in the Reporting Jurisdictions.
(m) No Cease Trade Orders. No order ceasing or suspending trading in the Common Shares or other securities of the Corporation or prohibiting the sale or issuance of the Offered Securities or the Compensation Securities, has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Corporation, contemplated or threatened.
(n) Material Agreements. All Material Agreements have been provided to the Agents in the Data Room or disclosed in the Public Disclosure Documents and each is valid, subsisting, in good standing and in full force and effect, enforceable against the Corporation and/or the applicable Subsidiaries in accordance with the terms thereof. The Corporation and each of the Subsidiaries has performed all obligations (including payment obligations) in a timely manner under, and are in material compliance with, all terms and conditions contained in each Material Agreement. Neither the Corporation nor any of the Subsidiaries is in violation, breach or default nor have they received any notification from any party claiming that the Corporation or any of the Subsidiaries is in violation, breach or default under any Material Agreement and no other party, to the knowledge of the Corporation, is in breach, violation or default of any term under any Material Agreement. The Corporation is

not aware of, nor has it received any notice of, any steps taken, whether preliminary or otherwise, by any party to any Material Agreements to which the Corporation or any Subsidiary are a party or otherwise bound to cause such Material Agreements to be terminated or adversely modified, amended or varied or adversely enforced against the Corporation or the Subsidiaries, as applicable, other than in accordance with the terms of such Material Agreements.

(o) Absence of Debt Instruments. Other than disclosed in the Public Disclosure Documents, the Corporation and the Subsidiaries are not a party to any Debt Instrument, any agreement, contract or commitment to create, assume or issue any Debt Instrument or any other outstanding loans to the Corporation or any Subsidiary from, or any loans by the Corporation or any Subsidiary to or a guarantee by the Corporation or any Subsidiary of the obligations of, any other person.
(p) Corporate Transactions. All previous corporate transactions completed by the Corporation and the Subsidiaries, including the acquisition of the securities, business or assets of any other person and the issuance of securities, were fully and properly disclosed in the Public Disclosure Documents and completed in compliance with all Applicable Laws and all related transaction agreements and all necessary corporate, regulatory and third party approvals, consents, authorizations, registrations, and filings required in connection therewith were obtained or made, as applicable, and complied with.
(q) Absence of Breach or Default. Neither the Corporation nor any of the Subsidiaries is in breach or default of the terms of any Transaction Documents, and the execution and delivery of the Transaction Documents and the performance by the Corporation of its obligations hereunder or thereunder, the issue and sale of the Offered Securities, the Compensation Securities, the grant of the Over-Allotment Option and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with or result in a breach or violation of any of the terms of or provisions of, or constitute a default under, whether after notice or lapse of time or both (A) any statute, rule or regulation applicable to the Corporation or any of the Subsidiaries, including the Securities Laws; (B) the constating documents or resolutions of the directors (including of committees thereof) or shareholders of the Corporation or any of the Subsidiaries; (C) any Material Agreement; or (D) any judgment, decree or order binding the Corporation or any of the Subsidiaries or the properties or assets of the Corporation or any of the Subsidiaries, and do not and will not result in the creation or imposition of any Lien on any property or assets of the Corporation or the Subsidiaries, including the Business Assets.
(r) No Actions or Proceedings. There are no material actions, proceedings or investigations currently outstanding, or to the knowledge of the Corporation, threatened or pending, by or against the Corporation or any of the Subsidiaries at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any Governmental Entity. There are no judgments or orders against the Corporation or any of the Subsidiaries which are unsatisfied, nor are there any consent decrees or injunctions to which the Corporation or the Subsidiaries or their properties or assets are subject.
(s) Financial Statements. The Financial Statements contain no misrepresentations, present fairly, in all material respects, the consolidated financial position of the Corporation, as at the dates and for the periods ended as indicated therein and contain and reflect adequate provisions or allowance for all reasonably anticipated liabilities, expenses and losses of the Corporation. The Financial Statements have been prepared in accordance with IFRS, applied on a consistent basis throughout the periods involved and there has been no change in accounting policies or practices of the Corporation since December 31, 2020, other than as required by IFRS or as disclosed in the applicable Financial Statements.
(t) No Material Changes. Since December 31, 2020, except as disclosed in the Public Disclosure Documents or the Prospectus or effected in the ordinary course of business:
- (i) there has not been any material change in the assets, properties, affairs, prospects, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Corporation or any of the Subsidiaries;
- (ii) there has not been any material change in the capital stock or long-term debt of the Corporation or any of the Subsidiaries; and
- (iii) the Corporation and each Subsidiary has carried on its business in the ordinary course.
(u) No Off-Balance Sheet Arrangements. There are no material off-balance sheet transactions, arrangements, obligations (including contingent obligations) or liabilities of the Corporation or any Subsidiary which are required to be disclosed and are not disclosed or reflected in the Financial Statements.
(v) Internal Accounting Controls. The Corporation and each Subsidiary maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management's general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
(w) Independent Auditors. The Auditors are independent public accountants as required by the applicable Canadian Securities Laws, and there has not been any "reportable event" (within the meaning of NI 51-102) with respect to the present or any former auditor of the Corporation or of any Subsidiary.
(x) Purchases and Sales. Neither the Corporation nor any Subsidiary has approved, entered into any agreement in respect of, or has any knowledge of:
(i) any purchase of any material property or any interest therein, or the sale, transfer or other disposition of any material property or any interest therein currently owned, directly or indirectly, by the Corporation or any Subsidiary whether by asset sale, transfer of shares, or otherwise;
(ii) any change of control of the Corporation or any Subsidiary whether by sale or transfer of voting or equity securities or sale of all or substantially all of the assets of the Corporation or any Subsidiary or otherwise; or
(iii) any proposed or planned disposition of Common Shares by any shareholder who owns, directly or indirectly, 10% or more of the outstanding Common Shares.
(y) No Loans or Non-Arm's Length Transactions. Neither the Corporation nor any of the Subsidiaries is a party to any Debt Instrument with, or has any material loans or other indebtedness outstanding to, any of its shareholders, officers, directors or employees, past or present, or any person not dealing at arm's length with the Corporation or any Subsidiary.
(z) Taxes. All taxes (including income tax, capital tax, payroll taxes, employer health tax, workers' compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, "Taxes") due and payable by the Corporation and each Subsidiary have been paid except where the failure to pay such taxes would not constitute a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation or any Subsidiary have been filed with all appropriate Governmental Entities and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading. To the knowledge of the Corporation, no examination of any tax return of the Corporation or any Subsidiary is currently in progress and there are no issues or disputes outstanding with any Governmental Entity respecting any Taxes that have been paid, or may be payable, by the Corporation or a Subsidiary, except where such examinations, issues or disputes would not reasonably be expected to have a Material Adverse Effect.
(aa) Anti-Bribery Laws. Neither the Corporation nor any Subsidiary nor, to the knowledge of the Corporation, any director, officer, employee, consultant, representative or agents of the foregoing, has (i) violated any anti-bribery or anticorruption laws applicable to the Corporation or any Subsidiary, including the United States Foreign Corrupt Practices Act and Corruption of Foreign Public Officials Act (Canada), or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit

to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Entity; or assisting any representative of the Corporation or any Subsidiary in obtaining or retaining business for or with, or directing business to, any person; or (Y) to any person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Corporation nor any Subsidiary nor, to the knowledge of the Corporation, any director, officer, employee, consultant, representative or agents of foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Corporation or any Subsidiary, or any director, officer, employee, consultant, representative or agents of the foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to noncompliance with any such laws, or received any notice, request, or citation from any person alleging non-compliance with any such laws.

(bb) Anti-Money Laundering. The operations of the Corporation and each Subsidiary are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and, the money laundering statutes of all jurisdictions applicable to the operation of the Corporation's business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any Governmental Entity (collectively, the "Money Laundering Laws") and no action, suit or proceeding by or before any court or Governmental Entity or any arbitrator involving the Corporation or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened.
(cc) Directors and Officers. None of the directors or officers of the Corporation or any Subsidiary are now, or have ever been, subject to (i) an order or ruling of any securities regulatory authority or stock exchange prohibiting such individual from acting as a director or officer of a company, or (ii) an order preventing, ceasing or suspending trading in any securities of the Corporation or other company.
(dd) Related Parties. Except as disclosed in the Public Disclosure Documents, none of the directors, officers, employees, consultants or advisors of the Corporation or any Subsidiary, any known holder of more than 10% of any class of shares of the Corporation or any Subsidiary, or any known associate or affiliate of any of the foregoing persons, has had any material interest, direct or indirect, in any previous transaction or any proposed transaction with the Corporation or any Subsidiary which, as the case may be, materially affected, is material to or will materially affect the Corporation or any Subsidiary. All previous material transactions of the Corporation and the Subsidiaries were completed on an on an arm's length basis and on commercially reasonable terms.
(ee) Minute Books and Records. The minute books and records of the Corporation and the Subsidiaries which the Corporation has made available to the Agents and its counsel, McMillan LLP, in connection with their due diligence investigation of the Corporation and the Subsidiaries for the period requested to the date of examination thereof are all of the minute books and all of the records of the Corporation and the Subsidiaries for such period and contain copies of all constating documents, including all amendments thereto, and all proceedings of securityholders and directors (and committees thereof) and are complete in all material respects.
(ff) Continuous Disclosure. The Corporation is in compliance in all material respects with its continuous disclosure obligations under the securities laws of the Provinces of British Columbia, Alberta and Ontario and, without limiting the generality of the foregoing, there has not occurred an adverse material change, financial or otherwise, in the assets, properties, affairs, prospects, liabilities, obligations (contingent or otherwise), business, condition (financial or otherwise), results of operations or capital of the Corporation or any Subsidiary which has not been publicly disclosed and the information and statements in the Public Disclosure Documents were true and correct as of the respective dates of such information and statements and at the time such documents were filed on SEDAR, did not contain any misrepresentations, and the Corporation has not filed any confidential material change reports which remain confidential as at the date hereof. The Corporation is not aware of any circumstances presently existing under which liability is or would reasonably be expected to be incurred under Part XXIII.1 – Civil Liability for Secondary Market Disclosure of the Securities Act and analogous provisions under Canadian Securities Laws.
(gg) Forward-Looking Information. With respect to forward-looking information contained in the Public Disclosure Documents at the date of such documents:
- (i) the Corporation had a reasonable basis for the forward-looking information;
- (ii) were based on reasonable assumptions at the date of such forward-looking information; and
- (iii) all material forward-looking information is identified as such, and all such documents caution users of forward-looking information that actual results may vary from the forward-looking information and identify material risk factors that could cause actual results to differ materially from the forwardlooking information, and accurately state the material factors or assumptions used to develop forward-looking information.
(hh) Full Disclosure. All information relating to the Corporation, the Subsidiaries and their respective businesses (including plans, projections, strategies and intentions), assets, properties and liabilities, including all financial, marketing, sales and operational information provided to the Agents by the Corporation and all Public Disclosure Documents was, as of the date of such information, true and correct in all material respects, and no fact or facts have been omitted therefrom which would make such information materially misleading.

The Offering

(ii) Compliance with Laws, Filings and Fees. The Corporation has complied, or will comply, in all material respects with all Applicable Laws required to be complied with prior to the Closing Time in connection with the Offering. All filings and fees required to be made and paid by the Corporation in connection with the Offering pursuant to Securities Laws and Applicable Laws have been made and paid, or will, at the Closing Time, have been made or paid, other than as required in connection with customary post-closing notices or filings.
(jj) Corporate Actions. The Corporation has taken, or will have taken prior to the Closing Time, all necessary corporate action (i) to authorize the execution, delivery and performance of the Transaction Documents, (ii) to validly issue and sell the Unit Shares as fully paid and non-assessable Common Shares, (iii) to validly create, issue and sell the Warrants; (iv) to grant the Over-Allotment Option; (v) to validly create, issue and sell, as applicable, the Additional Units upon exercise of the Over-Allotment Option; (vi) to validly allot and reserve for issuance the Warrant Shares; and (vii) to validly create, issue, sell, allot and reserve for issuance, as applicable, the Compensation Securities.
(kk) Valid and Binding Documents. Each of the execution and delivery of the Transaction Documents and the performance of the transactions contemplated hereby and thereby have been, or will prior to the Closing Time be, authorized by all necessary corporate action of the Corporation and upon the execution and delivery thereof shall constitute valid and binding obligations of the Corporation, enforceable against the Corporation in accordance with their respective terms, provided that enforcement thereof may be limited by bankruptcy, insolvency and other laws affecting creditors' rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction and that the provisions relating to indemnity, contribution and waiver of contribution may be unenforceable.
(ll) Consents and Approvals. All consents, approvals, permits, authorizations or filings as are required or necessary under Securities Laws or by any Governmental Entity or third party (including under the terms of any Material Agreement or Debt Instrument) for or in connection with: (i) the execution and delivery of the Transaction Documents, (ii) the issuance, creation, sale and delivery, as applicable, of the Offered Securities and the Compensation Securities and the grant of the Over-Allotment Option, and (iii) the consummation of the transactions contemplated hereby and thereby, have been made or obtained, as applicable, except: (A) those which shall be obtained prior to the Closing Time under the Securities Laws or the rules of the TSXV, and (B) such customary post-closing notices or filings required to be submitted within the applicable time frame pursuant to Securities Laws.
(mm) Unit Shares Validly Issued. The Unit Shares have been, or prior to the Closing Time will be, duly and validly authorized for issuance and sale pursuant to this Agreement and when issued and delivered by the Corporation pursuant to this Agreement,

against payment of the consideration therefor, will be validly issued as fully paid and non-assessable Common Shares.

(nn) Warrants Validly Issued. The Warrants have been, or prior to the Closing Time will be, duly and validly created and authorized for issuance and sale pursuant to this Agreement and when issued and delivered by the Corporation pursuant to this Agreement and the Warrant Indenture, against payment of the consideration therefor, will be validly issued.
(oo) Warrant Shares Validly Issued. The Warrant Shares to be issued and sold have been, or prior to the Closing Time will be, duly and validly authorized and reserved and allotted for issuance and, upon exercise of the Warrants in accordance with their terms and when issued and delivered by the Corporation, against payment of the consideration therefor, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares.
(pp) Broker Warrants Validly Issued. The Broker Warrants have been or prior to the Closing Time will be, duly and validly created and authorized for issuance and when issued and delivered by the Corporation pursuant to this Agreement and the Broker Warrant Certificates, the Broker Warrants will be validly issued.
(qq) Broker Unit Shares Validly Issued. The Broker Unit Shares have been, or prior to the Closing Time will be, duly and validly authorized and reserved and allotted for issuance and, upon exercise of the Broker Warrants in accordance with the terms and conditions of the Broker Warrant Certificates, the Broker Unit Shares will be validly issued as fully paid and non-assessable Common Shares.
(rr) Broker Unit Warrants Validly Issued. The Broker Unit Warrants have been, or prior to the Closing Time will be, duly allotted and authorized for issuance and, upon exercise of the Broker Warrants in accordance with the terms and conditions of the Broker Warrant Certificates, the Broker Unit Warrants will be validly issued.
(ss) Broker Unit Warrant Shares Validly Issued. The Broker Unit Warrant Shares have been, or prior to the Closing Time will be, duly and validly authorized and reserved and allotted for issuance and, upon exercise of the Broker Unit Warrants in accordance with the terms and conditions of the Broker Unit Warrants, the Broker Unit Warrant Shares will be validly issued as fully paid and non-assessable Common Shares.
(tt) Listing. The Corporation has filed or will have filed prior to the Closing Time with the TSXV all necessary documents and has taken, or will have taken prior to the Closing Time, all necessary steps to ensure that at the Closing Time, the Unit Shares will be listed and posted for trading on the TSXV and the Warrant Shares, Broker Unit Shares and Broker Unit Warrant Shares will be conditionally accepted for listing, subject to their issuance. The Corporation has filed or will have filed prior to the Closing Time with the TSXV all necessary documents and has taken, or will have taken prior to the Closing Time, all necessary steps to ensure that the Warrants are conditionally accepted for listing, subject to customary conditions. The

Corporation agrees to use commercially reasonable efforts to complete all necessary documents and take all necessary steps to have the Warrants listed and posted for trading on the TSXV at the Closing Time or as soon as reasonably possible thereafter.

(uu) Fees and Commissions. Other than the Agents (or any members of the Selling Group) pursuant to this Agreement, there is no person acting or purporting to act at the request of the Corporation who is entitled to any brokerage, agency or other fiscal advisory or similar fee in connection with the Offering or transactions contemplated herein.
(vv) Entitlement to Proceeds. Other than the Corporation, there is no person that is or will be entitled to the proceeds of the Offering under the terms of any Material Agreement, Debt Instrument, other instrument or document, or otherwise.
(ww) No Significant Acquisitions. The Corporation has not completed any "significant acquisition", as such term is defined in Part 8 of NI 51-102, in its current financial year or prior financial years for which a business acquisition report has not been filed under NI 51-102, and has not entered into any agreement or arrangement in respect of a transaction that would be a significant acquisition for purposes of Part 8 of NI 51-102.
(xx) Qualified Investments. Subject to the qualifications and limitations described in the Prospectus, the Unit Shares, Warrants and Warrant Shares will be qualified investments under the Income Tax Act (Canada) and the regulations thereunder for trusts governed by registered retirement savings plans, registered retirement income funds, registered education savings plans, deferred profit sharing plans, registered disability savings plans and tax free savings accounts.
(yy) Short Form Prospectus. The Corporation is qualified under NI 44-101 to file a prospectus in the form of a short form prospectus.
(zz) Warrant Agent. At the Closing Time, Computershare Trust Company of Canada, at its principal office in the City of Toronto, shall have been duly appointed as the Warrant Agent.
(aaa) Use of Proceeds. The Corporation will apply the net proceeds from the Offering in accordance with the description set forth in the Final Prospectus.
(bbb) Data in Prospectus. Any statistical or market-related data included in the Prospectus is based on or derived from sources that the Corporation believes to be reliable and accurate.

Business, Properties and Assets

(ccc) Title to Business Assets. The Corporation and/or the Subsidiaries have good, valid and marketable title to and have all necessary rights in respect of all of its Business Assets as owned, leased, licensed, loaned, operated, developed or used by it or over which it has rights, free and clear of any Liens, and no other rights or Business Assets are necessary for the conduct of the Business as currently conducted or as proposed to be conducted. The Corporation knows of no claim or basis for any claim that might or could have a Material Adverse Effect on the rights of the Corporation or the Subsidiaries to use, transfer, lease, license, operate, develop, sell or otherwise exploit such Business Assets and the Corporation and the Subsidiaries do not have any obligation to pay any commission, license fee or similar payment to any person in respect thereof and there are no outstanding rights of first refusal or other preemptive rights of purchase which entitle any person to acquire any of the rights, title or interests in the Business Assets. The Corporation and/or the Subsidiaries are the absolute legal and beneficial holders of and have good, valid and marketable title to the DelShen Facility, the G&G Facility and the G&G Farm, free and clear of any Liens.

(ddd) Compliance with Laws, Regulatory Approvals and Authorizations. DelShen holds the DelShen Licenses and G&G holds the G&G Licenses. All operations of the Corporation and the Subsidiaries in respect of or in connection with the Business Assets have been and continue to be conducted in accordance with sound industry practices and in material compliance with all Applicable Laws. The Corporation and the Subsidiaries have obtained and are in compliance with all Authorizations to permit them to conduct their Business as currently conducted and are not aware of any basis to not be issued any Authorizations necessary for them to conduct their Business as proposed to be conducted. All of the Authorizations issued to date are valid and in full force and effect and neither the Corporation nor any of the Subsidiaries has received any correspondence or notice from any Governmental Entity alleging or asserting non-compliance with any Applicable Laws or Authorizations, except non-compliance that, alone or in the aggregate, would not constitute a Material Adverse Effect. Neither the Corporation nor any of the Subsidiaries has received any notice of proceedings or actions relating to the revocation, suspension, limitation or modification of any Authorizations or any notice advising of the refusal to grant any Authorization that has been applied for or is in process of being granted and has no knowledge or reason to believe that any Governmental Entity is considering taking or would have reasonable ground to take any such action.
(eee) Canadian Operations. The Corporation (i) is engaged in cannabis-related activities in Canada in accordance with the Cannabis Act (Canada) and all other Applicable Laws in Canada; (ii) does not and will not invest or engage (directly or indirectly) in any business or activity that is focused on serving the cannabis market internationally, including the United States, unless and until such time as the production and sale of cannabis becomes legal under Applicable Laws in the respective international jurisdiction; (iii) does not and will not invest (including by way of payment of licensing fees) or engage (directly or indirectly) in any business or activity that is focused on serving the medical or recreational cannabis market in the United States unless and until such time as the production and sale of medical or recreational cannabis becomes legal under applicable state and federal laws in the United States; and (iv) does not and will not specifically target or derive (or

reasonably expect to derive) revenues or funds from any of the prohibited activities described in the foregoing items (ii) and (iii), unless and until such time that any such activities are or become legal under all Applicable Laws in the United States or internationally, as applicable.

(fff) Research and Development. All product research and development activities, including quality assurance, quality control, clinical trial, testing, and research and analysis activities, conducted by the Corporation and the Subsidiaries in connection with its business, has been and is being conducted in accordance with Health Canada requirements and sound industry practices and in compliance, in all material respects, with all industry, laboratory, clinical, safety, management and training standards and regulations applicable to the Business; all processes, procedures and practices, required in connection with such activities, are in place as necessary to satisfy sound industry practices and are being complied with, in all material respects.
(ggg) Business Relationships. All agreements (for the avoidance of doubt, whether written or oral) with third parties in connection with the Business have been entered into and are being performed by the Corporation and the Subsidiaries and, to the knowledge of the Corporation, by all other third parties thereto, in compliance with their terms. There exists no actual or pending or, to the knowledge of the Corporation, any threatened termination, cancellation or limitation of, or any material adverse modification or material change in, the business relationship of the Corporation or the Subsidiaries, with any strategic partner, supplier, wholesaler, manufacturer, contractor, service provider, consultant or customer, or any group thereof whose business with or whose assets, inventories, components or services provided to the business of the Corporation or the Subsidiaries are individually or in the aggregate material to the assets, business, properties, operations, financial condition or prospects of the Corporation (on a consolidated basis). To the knowledge of the Corporation, all such business relationships are intact and mutually cooperative, and there exists no condition or state of fact or circumstances that would prevent the Corporation or the Subsidiaries from conducting such business with any such third parties in the same manner in all material respects as currently conducted.
(hhh) Privacy Protection. Each of the Corporation and the Subsidiaries have security measures and safeguards in place to protect personal information it collects from illegal or unauthorized access or use by its personnel or third parties or access or use by its personnel or third parties in a manner that violates the privacy rights of third parties. The Corporation and the Subsidiaries have complied, in all material respects, with all applicable privacy and consumer protection legislation and none have collected, received, stored, disclosed, transferred, used, misused or permitted unauthorized access to any information protected by privacy laws, whether collected directly or from third parties, in an unlawful manner. The Corporation and the Subsidiaries have taken all reasonable steps to protect personal information against loss or theft and against unauthorized access, copying, use, modification, disclosure or other misuse.
(iii) Intellectual Property. The Corporation and the Subsidiaries own or possess the right to use all patents, trademarks, trademark registrations, service marks, service mark registrations, trade names, copyrights, licenses, inventions, trade secrets and rights necessary for the conduct of the Business and the Corporation is not aware of any claim to the contrary or any challenge by any other person to the rights of the Corporation or any of the Subsidiaries with respect to the foregoing. To the knowledge of the Corporation, the Business as now conducted does not, and as proposed to be conducted will not, infringe or conflict with in any material respect patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses or other intellectual property or franchise right of any person. No claim has been made against the Corporation or any of the Subsidiaries alleging the infringement by the Corporation or any of the Subsidiaries of any patent, trademark, service mark, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person.
(jjj) Leased Premises. With respect to each of the Leased Premises, the Corporation and/or each Subsidiary occupies the Leased Premises and has the exclusive right to occupy and use the Leased Premises and each of the leases pursuant to which the Corporation or any Subsidiary occupies the Leased Premises is in good standing and in full force and effect. The performance of obligations pursuant to and in compliance with the terms of this Agreement, and the completion of the transactions described herein by the Corporation, will not afford any of the parties to such leases or any other person the right to terminate any such lease or result in any additional or more onerous obligations under such leases.
(kkk) Environmental and Workplace Laws. The Corporation and the Subsidiaries are currently in compliance, in all material respects, with all Environmental Laws, including all reporting and monitoring requirements thereunder, and there are no pending or, to the knowledge of the Corporation, any threatened, administrative, regulatory or judicial actions, suits, demands, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Laws. Neither the Corporation nor any of the Subsidiaries has ever received any notice of any noncompliance in respect of Environmental Laws, there are no events or circumstances that might reasonably be expected to form the basis of an order for clean up or remediation under Environmental Laws or relating to any Hazardous Materials and there are no Authorizations required under Environmental Laws for the conduct of the Business. The facilities and operations of the Corporation and the Subsidiaries are currently being conducted and have been conducted, in all material respects, in accordance with all Applicable Laws governing workers' compensation and health and safety and workplace laws, regulations and policies.
(lll) Insurance. The Corporation and the Subsidiaries maintain insurance by insurers of recognized financial responsibility, against such losses, risks and damages to their Business Assets in such amounts as are: (i) customary for the Business, (ii) on a basis consistent with reasonably prudent persons in comparable businesses, and (iii) in compliance with the requirements contained in any Material Agreements or Debt Instruments; and all of the policies in respect of such insurance coverage, fidelity or surety bonds insuring the Corporation, the Subsidiaries, and their respective

directors, officers and employees, and the Business Assets, are in good standing and in full force and effect in all respects, and not in default. The Corporation and the Subsidiaries are in compliance with the terms of such policies and instruments in all material respects and there are no material claims by the Corporation or any of the Subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; the Corporation and the Subsidiaries have no reason to believe that they will not be able to renew such existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers at a cost that would not have a Material Adverse Effect, and neither the Corporation nor the Subsidiaries has failed to promptly give any notice of any material claim thereunder.

Employment Matters

(mmm)Employment Laws. The Corporation and the Subsidiaries are in material compliance with all Applicable Laws respecting employment and employment practices, terms and conditions of employment, workers' compensation, occupational health and safety and pay equity and wages. There are no material claims, complaints, outstanding decisions, orders or settlements or, to the knowledge of the Corporation, pending claims, complaints, decisions, orders or settlements under any human rights legislation, employment standards legislation, workers' compensation legislation, occupational health and safety legislation or similar legislation nor has any event occurred which may give rise to any of the foregoing.
(nnn) Employee Plans. Each material plan for retirement, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive or otherwise contributed to or required to be contributed to, by the Corporation or the Subsidiaries for the benefit of any current or former director, officer, employee or consultant of the Corporation or the Subsidiaries (the "Employee Plans") has been maintained in compliance with its terms and with the requirements prescribed by any and all Applicable Laws to such Employee Plans, in each case in all material respects and has been publicly disclosed to the extent required by Canadian Securities Laws.
(ooo) Record-Keeping. All material accruals for unpaid vacation pay, premiums for unemployment insurance, health premiums, federal or state pension plan premiums, accrued wages, salaries and commissions and employee benefit plan payments have been reflected in the books and records of the Corporation and each of the Subsidiaries, as applicable.
(ppp) Labour Matters. There is not currently any labour disruption, dispute, slowdown, stoppage, complaint or grievance outstanding, or to the knowledge of the Corporation, threatened or pending, against the Corporation or any of the Subsidiaries which is adversely affecting or could adversely affect, in a material manner, the carrying on of the Business. No union representation exists for the

employees of the Corporation or any Subsidiary, and no collective bargaining agreement is in place or being negotiated by the Corporation or any Subsidiary.

Section 9 Covenants of the Corporation.

The Corporation covenants and agrees with the Agents, and acknowledges that each of them is relying on such covenants in connection with the purchase of the Units, as follows:

(1) Due Diligence. The Corporation will allow the Agents and its representatives the opportunity to conduct all due diligence which the Agents may reasonably require to be conducted, including meeting with senior management of the Corporation and the Auditors, prior to the Closing Date.

(2) Delivery of Transaction Documents. The Corporation will duly execute and deliver the Transaction Documents at the Closing Time, and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Corporation.

(3) Standstill. The Corporation agrees it shall not, without the prior written consent of the Agents, after discussion therewith, which consent shall not be unreasonably withheld, directly or indirectly offer, issue, pledge, sell, contract to sell, announce an intention to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise lend, transfer or dispose of, directly or indirectly, any Common Shares or securities convertible into or exchangeable for Common Shares, or negotiate or enter into any agreement relating thereto, other than: (i) the issuance of Common Shares in connection with the exercise of any currently outstanding options of the Corporation, (ii) the issuance of options to acquire common shares pursuant to the Corporation's stock option plan, and the issuance of Common Shares in connection with the exercise of any such options, (iii) the issuance of awards pursuant to the Corporation's incentive award plan; (iv) the issuance of Common Shares pursuant to the dividend reinvestment plan of the Corporation; (v) to satisfy any other currently outstanding instruments or other contractual commitments in relation to any transaction that has been disclosed to the Agents; and (vi) an issuance of options or securities in connection with a bona fide acquisition by the Corporation, for a period ending 90 days after the Closing Date.

(4) Lock-Up Agreements. The Corporation will use its best efforts to cause each of the directors, and senior officers of the Corporation to enter into lock-up agreements in a form satisfactory to the Corporation and the Agents, each acting reasonably, pursuant to which each such person agrees, for a period ending 90 days after the Closing Date, not to directly or indirectly, offer, sell, transfer, pledge, assign, encumber or otherwise dispose of any securities of the Corporation (or announce any intention to do any of the foregoing), whether owned, directly or indirectly, or under their control or direction, subject to subject to the following exceptions: (i) if the Corporation receives an offer, which has not been withdrawn, to enter into a transaction or arrangement, or proposed transaction or arrangement, pursuant to which, if entered into or completed substantially in accordance with its terms, a party could, directly or indirectly acquire an interest (including an economic interest) in, or become the holder of, 100% of the total number of Common Shares, whether by way of takeover offer, scheme of arrangement, shareholder approved acquisition, capital reduction, share buyback, securities issue, reverse takeover, dual-listed company structure or other synthetic merger, transaction or arrangement; (ii) in respect of sales to affiliates of such person; and (iii) as a result of the death of any such individual person, without the prior written consent of the Agents, such consent not to be unreasonably withheld or delayed.

(5) Maintain Reporting Issuer Status. The Corporation will use commercially reasonable efforts to maintain its status as a "reporting issuer" (or the equivalent thereof) not in default of the requirements of the Canadian Securities Laws in the Reporting Jurisdictions, to the date that is at least 60 months following the Closing Date, provided that the foregoing requirement is subject to the obligations of the directors to comply with their fiduciary duties to the Corporation.

(6) Maintain Stock Exchange Listing. The Corporation will use commercially reasonable efforts to maintain the listing of the Common Shares (including those issuable pursuant to the Offering) on the TSXV or such other recognized stock exchange or quotation system as the Agents may approve, acting reasonably, for a period of at least 60 months following the Closing Date, provided that the foregoing requirement is subject to the obligations of the directors to comply with their fiduciary duties to the Corporation.

(7) Validly Issued Unit Shares. The Corporation will, provided it receives payment therefor, ensure that at the Closing Time the Unit Shares are duly and validly issued as fully paid and nonassessable Common Shares.

(8) Validly Issued Warrants and Warrant Shares. The Corporation will ensure that the Warrants are duly and validly created, authorized and issued, and shall have the attributes corresponding to the description thereof set forth in this Agreement and the Warrant Indenture. The Corporation will ensure at all times prior to the Expiry Date, that sufficient Warrant Shares are authorized and allotted for issuance upon due and proper exercise of the Warrants, and the Warrant Shares upon their issuance in accordance with the terms of the Warrant Indenture, including payment of the exercise price therefor, shall be validly issued as fully paid and non-assessable Common Shares*.*

(9) Validly Issued Broker Warrants. The Corporation will ensure that the Broker Warrants are duly and validly created, authorized and issued and have the attributes corresponding to the description thereof set forth in this Agreement and the Broker Warrant Certificates.

(10) Validly Issued Broker Unit Shares and Broker Unit Warrants. The Corporation will ensure, at all times prior to the date that is 24 months from the Closing Date, that sufficient Broker Unit Shares and Broker Unit Warrants are duly authorized and allotted for issuance upon due and proper exercise of the Broker Warrants, and upon issuance in accordance with the terms of the Broker Warrant Certificates, including payment of the exercise price therefor, the Broker Unit Shares shall be validly issued as fully paid and non-assessable Common Shares and the Broker Unit Warrants will be duly and validly created and issued and shall have the attributes corresponding to the description thereof set forth in this Agreement and the Broker Warrant Certificates.

(11) Validly Issued Broker Unit Warrant Shares. The Corporation will ensure, at all times prior to the Expiry Date, that sufficient Broker Unit Warrant Shares are authorized and allotted for issuance upon due and proper exercise of the Broker Unit Warrants, and upon issuance in accordance with the terms of the Broker Unit Warrants, including payment of the exercise price therefor, the Broker Unit Warrant Shares shall be validly issued as fully paid and non-assessable Common Shares.

(12) Stock Exchange Listing of Securities. Prior to the Closing Date, the Corporation will file or cause to be filed with the TSXV all necessary documents and will take, or cause to be taken, all necessary steps to ensure that the Unit Shares, Warrant Shares, Broker Unit Shares and Broker Unit Warrant Shares, have been approved for listing and for trading on the TSXV, subject only to satisfaction by the Corporation of the standard listing conditions, and the Corporation shall thereafter, fulfill the standard listing conditions, within the time period prescribed by the TSXV. Prior to the Closing Date, the Corporation will file or cause to be filed with the TSXV all necessary documents and will take, or cause to be taken, all necessary steps to ensure that the Warrants have been conditionally approved for listing and for trading on the TSXV, subject only to satisfaction by the Corporation of the standard listing conditions, and the Corporation shall thereafter use commercially reasonable efforts to fulfill the standard listing conditions as soon as reasonably possible.

(13) Use of Proceeds. The Corporation will use the proceeds of the Offering as disclosed in the Prospectus.

(14) Consents and Approvals. The Corporation will have made or obtained, as applicable, at or prior to the Closing Time, all consents, approvals, permits, authorizations or filings as may be required by the Corporation, under Securities Laws, Material Agreements, Debt Instruments or otherwise, necessary for the consummation of the transactions contemplated herein, other than customary post-closing filings required to be submitted pursuant to Securities Laws, and the rules and policies of the TSXV, which shall be submitted within the applicable time frame.

(15) Closing Conditions. The Corporation will have, at or prior to the Closing Time, fulfilled or caused to be fulfilled, each of the conditions set out in Section 11 hereof.

Section 10 Representations and Warranties and Covenants of the Agents

(1) The Agents herby represents and warrants to the Corporation, and acknowledges that the Corporation is relying upon each of such representations and warranties in entering into the transactions contemplated hereby, that:

(a) Registration. The Agents are, and will remain so, until the completion of the Offering, appropriately registered under applicable Securities Laws so as to permit it to lawfully fulfill its obligations hereunder.
(b) Authority. The Agents have good and sufficient right and authority to enter into this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein.
(c) Jurisdictions. During the period of distribution of the Units by or through the Agents, the Agents will offer and sell the Units only in the Offering Jurisdictions where they may lawfully be offered for sale upon the terms and conditions set forth in the Prospectus, the U.S. Memorandum and this Agreement, either directly or through its Selling Group.
(d) Compliance with Securities Laws. The Agents will comply with applicable Securities Laws in connection with the offer and sale and distribution of the Units and the provisions of this Agreement.
(e) Sales. The Agents will not, directly or indirectly, solicit offers to purchase or sell the Units so as to require registration of the Unit Shares, Warrants or Warrant Shares or the filing of a prospectus or registration statement with respect to the Unit Shares, Warrants or Warrant Shares under the laws of any jurisdiction other than the Canadian Offering Jurisdictions.
(f) Best Efforts. The Corporation agrees that the Agents are acting as Agents of the Corporation in seeking Purchasers of Units on a "best efforts" basis without underwriter liability, and nothing in this Agreement or any other agreement shall require the Agents to purchase any of the Units in connection with the Offering.
(g) Marketing Restrictions. The Agents shall not provide to prospective Purchasers any document or other material or information that would constitute an "offering memorandum" within the meaning of Canadian Securities Laws without the prior written consent of the Corporation and the Agents will refrain from advertising the Offering in (i) printed media of general and regular paid circulation; (ii) radio; (iii) television; or (iv) telecommunication (including electronic display and the Internet) and not make use of any green sheet or other internal marketing document without the consent of the Corporation, such consent to be promptly considered and not to be unreasonably withheld, delayed or conditioned.

(2) Each Agent covenants and agrees that it will (and will use commercially reasonable efforts to cause the Selling Group to):

(a) conduct all activities in connection with the Offering in compliance with Canadian Securities Laws and all other laws applicable to the Agents (or an affiliate of the Agent) or the Selling Group;
(b) not make any representation or warranty with respect to the Offered Securities in connection with the Offering, other than as set forth in this Agreement or the Prospectus;
(c) provide the Corporation with all necessary information in respect of the Agents (and will use its commercially reasonable efforts to provide the Corporation with all necessary information in respect of the Purchasers and the Seller Group) to allow the Corporation to file, with the Securities Regulators, reports of the Offered Securities in accordance with Securities Laws within the required period under applicable Securities Laws;
(d) subject to applicable laws, keep information with respect to the Corporation and the Subsidiaries received with respect to the Offering in strict confidence and to use such information only in the course of and for the purpose of performing its obligations pursuant to this Agreement except: (i) information which was available to the public prior to the date of the Engagement Letter or which thereafter becomes

available to the public other than through a breach by the Agents of their obligations hereunder; (ii) information which was known to the Agents prior to the date of the Engagement Letter; (iii) information disclosed to the Agents by third parties in respect of which such third parties are under no obligation of confidentiality; and (iv) information which the Agents are required to disclose by law or in connection with legal process or legal or regulatory proceedings. If the Agents are so required to disclose any such information, the Agents will, to the extent permitted by applicable law, provide the Corporation with prompt notice of such requirements so that the Corporation may seek an appropriate protection order.

(3) The Corporation agrees that the Agents are acting severally and not jointly (or jointly and severally) in performing their respective obligations under this Agreement and that no Agent shall be liable for any act, omission or conduct by any other Agent or another Agent's duly registered broker-dealer affiliate in the United States or any member of the Selling Group appointed by another Agent.

Section 11 Conditions of Closing.

The following are conditions precedent to the obligations of the Agents to complete the Closing and to arrange for the purchase of the Units at the Closing Time, and which conditions are to be satisfied by the Corporation at or before the Closing Time:

(1) The Agents receiving favourable legal opinions addressed to the Agents from Bennett Jones LLP, legal counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to counsel to the Agents as to the qualification of the Units for issue and as to other matters governed by the laws of jurisdictions in Canada other than the provinces in which they are qualified to practice and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials or the transfer Agents of the Corporation), substantially to the effect set forth below, subject to customary assumptions, qualifications and limitations:

(a) the Corporation is a corporation duly continued and validly existing under the Act and has all requisite corporate power and capacity to carry on business and to own and lease properties and assets as contemplated by the Prospectus;
(b) the Corporation is a "reporting issuer" not included on the list of issuers in default in the Reporting Jurisdictions;
(c) the authorized and issued capital of the Corporation;
(d) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the Final Prospectus and, if applicable, any Supplementary Materials and the filing of such documents under Canadian Securities Laws in the Canadian Offering Jurisdictions;
(e) confirming the opinion of Bennett Jones LLP concerning tax matters contained under the headings "Certain Canadian Federal Income Tax Considerations" and "Eligibility for Investment" in the Prospectus;
(f) the Corporation has all necessary corporate power and capacity to (i) execute, deliver and perform its obligations under the Transaction Documents, (ii) create, issue and sell, as applicable, the Offered Securities and the Compensation Securities, and (iii) grant the Over-Allotment Option;
(g) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of the Transaction Documents and the performance of its obligations thereunder and each of the Transaction Documents has been duly executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of the Corporation enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement may be limited by applicable law;
(h) the execution and delivery of the Transaction Documents and the fulfilment of the terms thereof by the Corporation and the creation, issuance, sale and delivery, as applicable, of the Offered Securities and the Compensation Securities and the grant of the Over-Allotment Option, do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with the articles and by-laws of the Corporation, any resolutions of the shareholders or directors (including committees of the board of directors) of the Corporation, or any applicable corporate law or Canadian Securities Laws;
(i) the Unit Shares have been validly issued as fully paid and non-assessable shares in the capital of the Corporation;
(j) the Warrants have been duly and validly created and issued and the Warrant Shares have been reserved, authorized and allotted for issuance and upon the payment therefor and the issue thereof upon exercise of the Warrants in accordance with the provisions of the Warrant Indenture, including payment of the exercise price therefor, the Warrant Shares will be validly issued as fully paid and non-assessable shares in the capital of the Corporation;
(k) the Broker Warrants have been duly and validly created and issued and the Broker Unit Shares and the Broker Unit Warrants have been reserved, authorized and allotted for issuance and, upon the due exercise of the Broker Warrants in accordance with the provisions of the Broker Warrant Certificates, including payment of the exercise price therefor, the Broker Unit Shares will be validly issued as fully paid and non-assessable shares in the capital of the Corporation and the Broker Unit Warrants will be validly issued;
(l) the Broker Unit Warrant Shares have been reserved, authorized and allotted for issuance and, upon the due exercise of the Broker Unit Warrants in accordance with the provisions of the Broker Unit Warrants, including payment of the exercise price therefor, the Broker Unit Warrant Shares will be validly issued as fully paid and non-assessable shares in the capital of the Corporation;
(m) subject only to the standard listing conditions, the Unit Shares, Warrants, Warrant Shares, Broker Unit Shares and Broker Unit Warrant Shares have been conditionally approved for listing on the TSXV;
(n) Computershare Investor Services Inc. has been duly appointed as the Transfer Agent;
(o) Computershare Investor Services Inc. has been duly appointed as the Warrant Agent; and
(p) with respect to such other matters as may reasonably be requested by the Agents prior to the Closing Time;

in form and substance acceptable to the Agents and its counsel, acting reasonably.

(2) The Agents receiving favourable legal opinions addressed to the Agents from Bennett Jones LLP, legal counsel to the Corporation, and where appropriate, local counsel to the Corporation, which counsel in turn may rely, as to matters of fact, on certificates of public officials and officers of G&G, G&GCC, DelShen and 48North Amalco, regarding G&G, G&GCC, DelShen and 48North Amalco in form and substance acceptable to the Agents and its counsel, acting reasonably, substantially to the effect set out below:

(a) G&G, G&GCC, DelShen and 48North Amalco each having been validly incorporated and existing under its jurisdiction of incorporation;
(b) G&G, G&GCC, DelShen and 48North Amalco each having all requisite corporate power and capacity to carry on its respective business and to own and lease its properties and assets; and
(c) as to the authorized and issued share capital of each of G&G, G&GCC, DelShen and 48North Amalco and to the ownership thereof.

(3) The Agents receiving a certificate dated the Closing Date and signed by two senior officers of the Corporation as may be acceptable to the Agents, acting reasonably, in form and substance satisfactory to the Agents, with respect to:

(a) the constating documents of the Corporation;
(b) the resolutions of the directors of the Corporation relevant to the Prospectus, the sale of the Units, the grant of the Over-Allotment Option, the issuance of the Broker Warrants and the authorization of the Transaction Documents and the transactions contemplated herein and therein; and

(4) The Agents receiving certificates of status and/or compliance for the Corporation and each of the Subsidiaries, each dated within one Business Day prior to the Closing Date.

(5) The Agents receiving a certificate dated the Closing Date and signed by any two of the senior officers of the of the Corporation as may be acceptable to the Agents, certifying for and on behalf of the Corporation and without personal liability, after having made due enquiries, that:

(a) the representations and warranties of the Corporation contained in this Agreement, and in any certificates of the Corporation delivered pursuant to or in connection with this Agreement, are true and correct in all material respects as of the Closing Time as if such representations and warranties were made as at the Closing Time, after giving effect to the transactions contemplated hereby;
(b) the Corporation has complied in all material respects with all the covenants and satisfied in all material respects all the terms and conditions of this Agreement and the Warrant Indenture on its part to be complied with and satisfied at or prior to the Closing Time;
(c) the Corporation has made and/or obtained on or prior to the Closing Time, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound, required for the execution and delivery of this Agreement and the Warrant Indenture, the offering and sale of the Offered Securities and the consummation of the other transactions contemplated by this Agreement (subject to completion of filings with certain regulatory authorities following the Closing Date);
(d) no order, ruling or determination having the effect of suspending the sale or ceasing the trading or prohibiting the sale or issuance of the Units or any other securities of the Corporation (including the Common Shares) has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened by any regulatory authority;
(e) except as disclosed in the Prospectus, (i) there has been no material change or change in a material fact (in either case, whether actual, anticipated, contemplated or threatened, financial or otherwise) in the business, affairs, operations, assets (including information or data relating to the estimated value or book value of assets), properties, liabilities (contingent or otherwise), capital, ownership, control or management of the Corporation or any Subsidiary which would constitute a material change to, or a change in a material fact concerning, the Corporation or any other change which is of such a nature; and (ii) no transaction has been entered into by the Corporation or any of the Subsidiaries which is material to the Corporation and the Subsidiaries on a consolidated basis.

(6) The Agents receiving executed lock-up agreements from each of the directors and senior officers of the Corporation in favour of the Agents in a form satisfactory to the Agents as required pursuant to Section 9(4) hereof.

(7) The Agents shall, in its sole discretion, acting reasonably, be satisfied with its due diligence review with respect to the business, assets, financial condition, affairs and prospects of the Corporation and the Subsidiaries.

(8) The Agents receiving a certificate from the Transfer Agent as to the number of Common Shares issued and outstanding as at the end of business on the Business Day prior to the Closing Date.

(9) The Agents receiving at the Closing Time a comfort letter of the Auditor dated the date of the Closing Date and addressed to the Agents, in form and substance satisfactory to the Agents and their legal counsel, acting reasonably, relating to the financial information contained in, or incorporated by reference in, the Prospectus and any Prospectus Amendment, as the case may be, and matters involving changes or developments since the respective dates of which such financial information is given to a date not more than two (2) Business Days prior to the date of such letter, which letter shall be in addition to the Auditors' report contained or incorporated by reference in the Prospectus or any Prospectus Amendment and the consent letters of the Auditor addressed, in the case of the Prospectus, to the securities regulatory authorities in the Qualifying Jurisdictions, provided, however, that the form of the letter delivered at the Closing Time shall be in the form of a "bring-down" letter;

(10) The Agents receiving at the Closing Time a fully executed copy of the Warrant Indenture.

(11) No order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Units or any of the Corporation's issued securities being issued and no proceeding for such purpose being pending or, to the knowledge of the Corporation, threatened by any securities regulatory authority or the TSXV.

(12) The Corporation having delivered to the Agents evidence of the approval (or conditional approval) of the listing and posting for trading of the Unit Shares, Warrants, Warrant Shares, Broker Unit Shares and Broker Unit Warrant Shares on the TSXV, subject only to satisfaction by the Corporation of standard listing conditions.

(13) The Corporation complying with all of its covenants and obligations under this Agreement required to be satisfied at or prior to the Closing Time.

(14) The Corporation having delivered to the Agents any and all consents, approvals and acceptances in order to complete the Offering as contemplated herein and to apply the proceeds as set forth in this Agreement.

(15) The Agents not having exercised any rights of termination set forth herein.

(16) In connection with the offer and sale of any Offered Securities to, or for the account or benefit of, persons in the United States and U.S. Persons, the Agents receiving all such other documents and materials as may reasonably be required and as are customary in a transaction of this nature.

(17) The Agents having received such further certificates, opinions of counsel and other documentation from the Corporation as contemplated herein or as otherwise reasonably requested, provided, however, that the Agents or its counsel shall request any additional certificate, opinion or document within a reasonable period prior to the Closing Time that is sufficient for the Corporation to obtain and deliver such certificate, opinion or document.

Section 12 Closing.

(1) Location of Closing. The Offering will be completed electronically, and concurrently at the offices of Bennett Jones LLP and McMillan LLP in Toronto, Ontario at the Closing Time.

(2) Deliveries. At the Closing Time, the Corporation shall duly and validly deliver to the Agents:

(a) the opinions, certificates and agreements referred to in Section 11 and all other documents required to be provided by the Corporation to the Agents pursuant to this Agreement and the Warrant Indenture;
(b) (i) in connection with the Unit Shares and Warrants sold in Canada pursuant to the Final Prospectus, in uncertificated form, or in any manner directed by the Agents in writing, the Unit Shares and Warrants purchased from the Corporation, registered in the name of "CDS & Co." or such other name or names as the Agents may direct the Corporation in writing not less than 24 hours prior to the Closing Time and (ii) in connection with Unit Shares and Warrants sold to, or for the account of, persons in the United States or U.S. Persons who are U.S. Accredited Investors, definitive certificates representing the Unit Shares and Warrants purchased from the Corporation registered in such name or names as the Agents may direct the Corporation in writing not less than 24 hours prior to the Closing Time (for the avoidance of doubt, no Unit Shares or Warrants issued to, or for the account or benefit of, persons in the United States or U.S. Persons who are U.S. Accredited Investors shall be issued in uncertificated form);
(c) the Broker Warrant Certificates;
(d) the Corporation's receipt for payment by the Agents of an amount equal to the aggregate purchase price for the Offered Securities sold pursuant to the Offering, less an amount equal to the Agents' Fee and the costs and expenses of the Agents provided for in Section 15; and
(e) such further documentation as may be contemplated by this Agreement or as Agents' counsel or the applicable regulatory authorities may reasonably require;

against:

(f) a wire transfer of immediately available funds in an amount equal to the aggregate purchase price for the Offered Securities sold pursuant to the Offering, less an amount equal to the Agents' Fee and the costs and expenses of the Agents provided for in Section 15; and

(g) the Agents' receipt for the Agents' Fee and the Offered Securities, in the form of an uncertificated position, delivered to the Agents in accordance with Section 12(2)(b) and the Broker Warrants Certificates.

The sale of the Additional Securities, as applicable, shall be completed at 8:00 a.m. (Toronto time) on the Additional Securities Closing Date (the "Additional Securities Closing Time") at the offices of Bennett Jones LLP and McMillan LLP in Toronto, Ontario or at such other place as the Corporation and the Agents may agree. At the Additional Securities Closing Time, the Corporation shall deliver to the Agents the documents referred to in Section 12(2)(a) through Section 12(2)(g) updated to reflect the Additional Securities and the Additional Securities Closing Date and such other documents as the Agents and the Agents' counsel may request, acting reasonably. For the avoidance of doubt, if the opinions referred to in Section 12(2)(a) delivered on the Closing Date address the offer and sale of any Additional Securities, additional opinions will not be required on the Additional Securities Closing Date to satisfy this Section 12.

Section 13 Indemnification and Contribution

(1) The Corporation (referred to in this Section 13 as the ("Indemnifying Party")) agrees to indemnify and save harmless each of the Agents and their respective affiliates and each of their respective directors, officers, partners, members, employees, shareholders and agents, and each person, if any, who controls the Agents within the meaning of Section 15 of the U.S. Securities Act or Section 20 of the U.S. Exchange Act (each referred to in this Section 13 as an "Indemnified Party"), to the fullest extent permitted by the law, from and against all liabilities, claims, losses (other than loss of profits in connection with the distribution of the Units), actions, suits, proceedings, charges, reasonable costs, damages and reasonable expenses which an Indemnified Party suffers or incurs or is subject to, including all amounts paid to settle actions or satisfy judgments or awards and all reasonable legal fees and expenses that may be incurred in advising with respect to investigating or defending any Claim, in any way caused by, or arising directly or indirectly from, or in consequence of:

(a) any information or statement contained in the Prospectus or any Supplementary Material related thereto, or in any certificate or other document of the Corporation or of any officer of the Corporation or any of its Material Subsidiaries delivered hereunder or pursuant hereto which contains or is alleged to contain a misrepresentation;
(b) any omission or alleged omission to state in the Prospectus, any marketing materials or any Supplementary Material related thereto, or any certificate or other document of the Corporation or any officer of the Corporation or any of the Subsidiaries delivered hereunder or pursuant hereto any material fact, required to be stated therein or necessary to make any statement therein not misleading in light of the circumstances under which it was made;
(c) any order made or any inquiry, investigation or proceedings commenced or threatened by any securities commission, stock exchange or other Governmental

Authority based upon any actual or alleged untrue statement, omission or misrepresentation in the Prospectus, any marketing materials or any Supplementary Material or based upon any actual or alleged failure to comply with applicable Securities Laws, preventing or restricting the trading in of the Common Shares or the distribution of the Units or any other securities of the Corporation;

(d) the non-compliance or alleged non-compliance by the Corporation with any requirement of applicable Securities laws in any of the Offering Jurisdictions in connection with the transactions herein contemplated including the Corporation's non-compliance or alleged non-compliance with any statutory requirement to make any document available for inspection; or
(e) any breach of any representation or warranty of the Corporation contained herein or in any certificate or other document of the Corporation or of any officers of the Corporation or any of its Subsidiaries delivered hereunder or pursuant hereto or the failure of the Corporation to comply with any of its obligations hereunder,

provided, however, that the foregoing indemnity (i) shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity with written information relating to the Agents or regarding securities laws and available offering exemptions in jurisdictions other than Canada and the United States furnished to the Corporation by the Agents expressly for use in the Prospectus and set forth in the "Plan of Distribution" section of the Prospectus and (ii) shall cease to apply if and to the extent that a court of competent jurisdiction in a final judgment from which no appeal can be made or a Governmental Authority in a final ruling from which no appeal can be made determines that any loss, liability, claim, damage or expense resulted primarily and directly from the fraud, gross negligence, willful misconduct or bad faith of the Indemnified Party claiming indemnity. For greater certainty, the Corporation and the Agents agree that they do not intend that any failure by the Agents to conduct such reasonable investigation as necessary to provide the Agents with reasonable grounds for believing the Prospectus contained no misrepresentation shall constitute "gross negligence" or "willful misconduct" for purposes of this Section 13 or otherwise disentitle the Agents from indemnification hereunder.

(2) If any matter or thing contemplated by this Section 13 (any such matter or thing being hereinafter referred to as a "Claim") is asserted against an Indemnified Party, the Indemnified Party shall notify the Indemnifying Party as soon as practicable, of such Claim to the extent allowable by Applicable Law (provided, however, that failure to provide such notice shall not affect the Indemnified Party's right to indemnification hereunder, except (and only) to the extent of material prejudice (through the forfeiture of substantive rights and defenses) to the Indemnifying Party therefrom) and the Indemnifying Party shall be entitled (but not required) to assume the defence of any suit, action or proceeding brought to enforce such Claim; provided, however, that the defence shall be conducted through legal counsel acceptable to the Indemnified Party and that no admission of liability or settlement of any such Claim may be made by the Indemnifying Party or the Indemnified Party without the prior written consent of the other.

(3) In any such Claim, the Indemnified Party shall have the right to retain separate counsel to act on its behalf provided that the fees and disbursements of such counsel shall be paid by the Indemnified Party unless:

(a) the Indemnifying Party fails to assume the defence of such Claim on behalf of the Indemnified Party within five (5) business days of receiving detailed notice thereof or, having assumed such defence, has failed to engage counsel promptly or who is acceptable to the Indemnified Parties, or has failed to pursue it diligently;
(b) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of the other counsel; or
(c) the named parties to the Claim (including any added, third parties or interpleaded parties) include the Indemnifying Party, and the Indemnifying Parties have been advised by counsel (including internal counsel) that there are legal defences available to such Indemnified Party that are different or in addition to those available to the Indemnifying Party, that representation of the Indemnified Party by counsel for the Indemnifying Party is inappropriate as a result of the potential or actual conflicting interests of those represented, or where in such Indemnified Party's reasonable judgment, the Claim gives rise to a conflict of interest between the Indemnifying Party and such Indemnified Party;

in each of cases Section 13(3)(a), Section 13(3)(b) and Section 13(3)(c), the Indemnifying Party will not have the right to assume the defence of the suit on behalf of such Indemnified Party, but the Indemnifying Party will be liable to pay the reasonable fees and expenses of separate counsel for all Indemnified Parties and, in addition, of local counsel in each applicable jurisdiction. Notwithstanding the foregoing, no settlement may be made by an Indemnified Party without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld, conditioned or delayed.

(4) In order to provide for a just and equitable contribution in circumstances in which the indemnity provided in Section 13(1) would otherwise be available in accordance with its terms but is, for any reason, held to be unavailable to or unenforceable by the Indemnified Party or enforceable otherwise than in accordance with its terms or is insufficient to hold the Indemnified Party harmless, the Indemnifying Party shall contribute to the aggregate of all claims, expenses, costs and liabilities and all losses (other than loss of profits in connection with the distribution of the Units) of the nature contemplated in this Section 13 and suffered or incurred by the Indemnified Parties in such proportions as is appropriate to reflect the relative benefits received by the Corporation on the one hand and the Agents on the other hand from the distribution of the Units as well as the relative fault of the parties in connection with the Claim or Claims which resulted in such claims, expenses, costs, damages, liabilities or losses, as well as any other equitable considerations determined by a court of competent jurisdiction; provided that: (i) no Agent shall in any event be liable to contribute, in the aggregate, any amount in excess of the aggregate fee or any portion thereof actually received by such Agent hereunder; and (ii) no party who has been determined by a court of competent jurisdiction in a final judgment that has become non-appealable to have engaged in any fraud, fraudulent misrepresentation, wilful misconduct, gross negligence or bad faith in connection with the Claim or Claims which resulted in such claims, expenses, costs, damages, liabilities or losses shall be entitled to claim contribution from any person who has not been so determined to have engaged in such fraud, fraudulent misrepresentation, gross negligence or bad faith in connection with such Claim or Claims.

(5) The rights of contribution and indemnity provided in this Section 13 shall be in addition to and not in derogation of any other right to contribution and indemnity which the Agents may have by statute or otherwise at law.

(6) The Agents' obligations to contribute pursuant to this Section 13 are several, and not joint, in proportion to their respective underwriting commitments as set forth opposite their respective names in Section 13 hereof.

(7) In the event that any Indemnifying Party is held to be entitled to contribution from the Agents under the provisions of any Applicable Law, the Indemnifying Party shall be limited to contribution in an amount not exceeding the lesser of:

(a) the portion of the full amount of the loss or liability giving rise to such contribution for which the Agents are responsible, as determined above; and
(b) the amount of the aggregate fee actually received by the Agents from the Indemnifying Party hereunder, provided that no individual Agent shall be required to contribute more than the fee actually received by such Agent.

(8) If the Agents have reason to believe that a claim for contribution may arise, they shall give the Indemnifying Party notice thereof in writing, but failure to notify the Indemnifying Party shall not relieve the Indemnifying Party of any obligation which it may have to the Agents under this Section 13, except (and only) to the extent of material prejudice (through the forfeiture of substantive rights and defenses) to the Indemnifying Party therefrom.

(9) With respect this Section 13, the Corporation acknowledges and agrees that the Agents are contracting on their own behalf and as agents for their respective affiliates, directors, officers, employees and agents, and each person, if any, controlling any Agent or any of its subsidiaries and each shareholder of any Agent. Accordingly, the Corporation hereby constitutes the Agents as agents for each person who is entitled to the covenants of the Corporation contained in this Section 13 and is not a party hereto and the Agents agree to accept such agents and to hold in trust for and to enforce such covenants on behalf of such persons.

Section 14 Publication

If the Offering is successfully completed, the Agents shall be permitted to publish, at its own expense, after giving the Corporation a reasonable opportunity to comment on the form and content thereof, such advertisements or announcements relating to the performance of services provided hereunder in such newspaper or other publications as the Agents considers appropriate, and shall further be permitted to post such advertisements or announcements on its website.

Section 15 Compensation of the Agents

(1) In consideration of the services to be rendered by the Agents in connection with the Offering, the Corporation shall pay to the Agents, at the Closing Time, a cash fee (the "Commission") equal to 7.0% of the aggregate gross proceeds of the Offering (including for certainty on any exercise of the Over-Allotment Option). The Corporation shall also issue to the Agents that number of broker warrants (the "Broker Warrants") equal to 6.0% of the aggregate number of Units sold pursuant to the Offering (including for certainty on any exercise of the Over-Allotment Option). Each Broker Warrant shall be exercisable to purchase one Unit (a "Broker Unit") at an exercise price of $0.21, for a period of 24 months from the Closing Date. The obligation of the Corporation to pay the Commission and to execute and deliver the Broker Warrant Certificates shall arise at the Closing Time and the Commission will be netted out of the gross proceeds of the Offering.

(2) The Agents acknowledge that the Compensation Securities have not been registered under the U.S. Securities Act or the securities laws of any state of the United States. In connection with the issuance of the Broker Warrants, the Agents represents, warrants and covenants that (i) it is acquiring the Broker Warrants as principal for its own account and not for the benefit of any other person; (ii) it is not a U.S. Person and is not acquiring the Broker Warrants in the United States, or on behalf of a U.S. Person or a person located in the United States; and (iii) this Agreement was executed and delivered outside the United States. The Agents acknowledges and agrees that the Broker Warrants may not be exercised in the United States or by or on behalf or for the benefit of a U.S. Person or a person in the United States, unless such exercise is not subject to registration under the U.S. Securities Act or the applicable securities laws of any state of the United States.

Section 16 Expenses

Whether or not the purchase and sale of the Units shall be completed, all costs and expenses of or incidental to the sale and delivery of the Units and of or incidental to all matters in connection with the transactions herein shall be borne by the Corporation, including, all expenses of or incidental to the creation, issue, sale or distribution of the Units, the fees and expenses of the Corporation's counsel, all costs incurred in connection with the preparation of documents relating to the Offering, and the out-of-pocket expenses incurred by the Agents, including, but not limited to, (i) the out-of-pocket costs and expenses of the Agents, provided that such costs and expenses shall not exceed $5,000 without the prior approval of the Corporation, such approval not to be unreasonably withheld, and (ii) the fees and disbursements of the Agent's counsel (to the maximum amount agreed to between the Company and the Agents pursuant to the Engagement Letter). The Agent's expenses shall be netted out of the gross proceeds of the Offering or otherwise shall be immediately payable by the Corporation upon receipt of an invoice at or following the Closing Time.

Section 17 All Terms to be Conditions

The Corporation agrees that the conditions contained in this Agreement will be complied with insofar as the same relate to acts to be performed or caused to be performed by the Corporation and the Corporation will use its commercially reasonable efforts to cause all such conditions to be complied with. It is understood that the Agents may waive, in whole or in part, or extend the time for compliance with, any of such terms and conditions without prejudice to the rights of the Agents in respect of any such terms and conditions or any other or subsequent breach or non-compliance, provided that to be binding on the Agents any such waiver or extension must be in writing.

Section 18 Termination by the Agents in Certain Events

(1) Each of the Agents may, at their respective options, terminate and cancel, without any liability on the part of such Agents, all of its obligation under this Agreement, at any time by written notice to that effect given to the Corporation at or prior to the Closing Time if:

(a) Due Diligence. The due diligence investigations performed by or on behalf of the Agents reveal any material information or fact not currently generally known to the public which might, in the sole opinion of the Agents (or any one of them), acting reasonably, adversely affect the market price of the Units or other securities of the Corporation, quality of the investment or marketability of the Offering.
(b) Undisclosed Material Fact Out. There should be discovered any material fact which existed as of the date hereof but which has not been publicly disclosed which, in the opinion of any of the Agents, acting reasonably, has or would be expected to have a significant adverse effect on the market price or value of the Common Shares and/or the Units, or there should be discovered any fact (whether undisclosed or not) or any new fact shall arise which indicates to the Agents that the Corporation may not be in compliance in a manner satisfactory to the Agents with all laws applicable to its business.
(c) Material Change Out. There is, in the opinion of any of the Agents, acting reasonably, a material change or a change in any material fact or new material fact shall arise which would be expected to have a significant adverse effect on the business, affairs, operations or profitability of the Corporation and/or the Subsidiaries or on the market price or the value of the Common Shares and/or the Units.
(d) Disaster Out. There should develop, occur or come into effect any event of any nature, including, without limitation, an act of terrorism, accident, or new or change in governmental law or regulation or other condition or financial occurrence of national or international consequence, including by way of COVID-19 to the extent that there are material adverse developments related thereto after March 10, 2021, which, in the opinion of any of the Agents, acting reasonably, seriously adversely affects or involves, or would seriously adversely affect and involve, the financial markets in Canada or in the United States or the business, affairs, operations or profitability of the Corporation or its Subsidiaries, taken as a whole, or the market price or value of the Common Shares and/or the Units.
(e) Proceedings. (i) any inquiry, action, suit, proceeding or investigation (whether formal or informal) including, without limitation, matters of regulatory transgression or unlawful conduct, is commenced, announced or threatened in relation to the Corporation, its Subsidiaries or any of their respective officers or directors, which, in the opinion of any of the Agents, acting reasonably, operates to prevent or materially restrict or limit the distribution or trading of the Common Shares or which has or would be expected to have a material adverse effect on the market price or value of the Common Shares and/or the Units or (ii) any order to

cease trading in securities of the Corporation is made or threatened by a securities regulatory authority.

(f) Breach Out. The Corporation is in material breach of any term, condition or covenant of this Agreement or any representation or warranty given by the Corporation in this Agreement becomes or is false in a material respect (or, in the case of representations or warranties qualified by materiality, in any respect).
(g) Market. The state of the financial markets in Canada or elsewhere where it is planned to market the Units is such that, in the reasonable opinion of the Agents, the Units cannot be marketed profitably.
(h) Termination upon Consent. The Corporation and the Agents, may terminate this Agreement upon mutual written consent.

(2) The rights of termination contained in Section 18(1) hereof are in addition to any other rights or remedies the Agents may have in respect of any default, act or failure to act or noncompliance by the Corporation in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination by the Agents, there shall be no further liability on the part of such Agents, or on the part of the Corporation to such Agents, under this Agreement, except in respect of any liability which may have arisen prior to such termination or may arise after such termination in respect of acts or omissions prior to such termination or under Section 13 and Section 16 hereof.

Section 19 Notices.

All notices required to be given under this Agreement must be made in writing and either delivered or sent by electronic mail to the party to whom notice is to be given at the address below or at such other address designated by that party in writing:

in the case of the Corporation, to:

48North Cannabis Corp. 243 Queen Street West, 2nd Floor Toronto, Ontario M5V 2V4

Attention: Charles Vennat, Chief Executive Officer Email: [Redacted]

with a copy to (which will not constitute delivery):

Bennett Jones LLP 3400 One First Canadian Place Toronto, Ontario M5X 1A4

Attention: Aaron Sonshine Email: [Redacted]

in the case of the Agents, to:

Cantor Fitzgerald Canada Corporation

181 University Avenue, Suite 1500 Toronto, Ontario M5H 3M7

Attention: Michael Astone Email: [Redacted]

and:

499 Park Avenue New York, NY 10022

Attention: General Counsel

and:

Cormark Securities Inc.

200 Bay Street, Suite 1800 North Tower, Royal Bank Tower Toronto, Ontario M5J 2J2

Attention: Alfred Avanessy Email: [Redacted]

with a copy to (which will not constitute delivery):

McMillan LLP

181 Bay Street, Suite 4400 Toronto, ON M5J 2T3

Attention: Georges Dubé Email: [Redacted]

The Corporation and the Agents may change their respective addresses for notices by notice given in the manner aforesaid. Any such notice or other communication shall be in writing, and unless delivered personally to the addressee or to a responsible officer of the addressee, as applicable, shall be given by electronic transmission and shall be deemed to have been given when: (i) in the case of a notice delivered personally to a responsible officer of the addressee, when so delivered; and (ii) in the case of a notice delivered or given by electronic transmission on the first Business Day following the day on which it is sent.

Section 20 Miscellaneous.

(1) Successors and Assigns. This Agreement shall enure to the benefit of, and shall be binding upon, the Agents and the Corporation and their respective successors, permitted assigns and legal representatives.

(2) Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

(3) Time of the Essence. Time shall be of the essence hereof and, following any waiver or indulgence by any party, time shall again be of the essence hereof.

(4) Interpretation. The words, "hereunder", "hereof" and similar phrases mean and refer to this Agreement.

(5) Survival. All representations, warranties, covenants and agreements of the Corporation and/or the Agents herein contained or contained in documents submitted pursuant to this Agreement and in connection with the transaction of purchase and sale herein contemplated shall survive for a period ending on the date that is three years following the Closing Date. Notwithstanding the preceding sentence, Section 13 hereof shall survive the purchase and sale of the Units and the termination of this Agreement and shall continue in full force and effect for the benefit of the Agents or the Corporation, as the case may be, regardless of any subsequent disposition of the Units or any investigation by or on behalf of the Agents with respect thereto without limitation other than any limitation requirements of applicable law. The Agents and the Corporation shall be entitled to rely on the representations and warranties of the Corporation or the Agents, as the case may be, contained herein or delivered pursuant hereto notwithstanding any investigation which the Agents or the Corporation may undertake or which may be undertaken on their behalf.

(6) Electronic Copies. Each of the parties hereto shall be entitled to rely on delivery of a facsimile or PDF copy of this Agreement and acceptance by each such party of any such facsimile or PDF copy shall be legally effective to create a valid and binding agreement between the parties hereto in accordance with the terms hereof.

(7) Severability. If one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision or provisions had never been contained herein.

(8) Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

(9) No Fiduciary Duty. The Corporation acknowledges and agrees that all written and oral opinions, advice, analysis and materials provided by the Agents in connection with this Agreement are intended solely for the Corporation's benefit and the Corporation's internal use only with respect to the Offering. The Corporation further agrees that no such opinion, advice, analysis or material will be used for any other purpose whatsoever or reproduced, disseminated, quoted from

or referred to in whole or in part at any time, in any manner or for any purpose, without the Agent's prior written consent in each specific instance. Any advice or opinions given by the Agents hereunder will be made subject to, and will be based upon, such assumptions, limitations, qualification and reservations as the Agents, in their sole judgement, deem necessary or prudent in the circumstances. The Agents shall act as independent contractors under this Agreement and not in any other capacity including as a fiduciary, and any duties arising out of this Agreement shall be owed solely to the Corporation.

(10) Entire Agreement. This Agreement dated the date hereof constitutes the only agreement between the parties with respect to the subject matter hereof and shall supersede any and all prior negotiations and understandings in respect of the Offering, including the Engagement Letter. This Agreement may be amended or modified in any respect by written instrument only.

(11) Further Assurances. Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement.

[Remainder of page intentionally left blank. Signature page to follow.]

If this Agreement accurately reflects the terms of the transactions which we are to enter into and are agreed to by you, please communicate your acceptance by executing the enclosed copies of this Agreement where indicated and returning them to us.

Yours very truly,

CANTOR FITZGERALD CANADA CORPORATION

By: "Christopher Craib" Name: Christopher Craib Title: President & Chief Financial Officer

CORMARK SECURITIES INC.

By: "Alfred Avanessy" Name: Alfred Avanessy Title: Managing Director, Head of Investment Banking

The foregoing is hereby accepted and agreed to by the undersigned as of the date first written above.

48NORTH CANNABIS CORP.

By: "Charles Vennat" Name: Charles Vennat

Title: Chief Executive Officer

SCHEDULE "A" SUBSIDIARIES

This is Schedule "A" to the agency agreement dated April 12, 2021 between 48North Cannabis Corp., Cantor Fitzgerald Canada Corporation and Cormark Securities Inc.

Name of Subsidiary	Jurisdiction	Authorized and IssuedCapital	OwnershipInformation
48North Amalco Ltd.	Ontario	Authorized: Unlimited numberof Common SharesIssued: 58,535,584Common	100% owned directlyby the Corporation
		Shares
Good & GreenCannabis Corp.	Ontario	Authorized: Unlimited numberof Common Shares	100% owned directlyby the Corporation
		Issued: 24,657,525CommonShares
DelShen TherapeuticsCorp.	Ontario	Authorized: Unlimited numberof Common SharesIssued: 54,731,948CommonShares	100% ownedindirectly through48North Amalco Ltd.
Good & Green Corp.(formerly 2599760Ontario Corp.)	Ontario	Authorized: Unlimited numberof Class A Shares, unlimitednumber of Class B PreferenceShares, unlimited number ofClass C Preference Shares,unlimited number of Class DPreference Shares, unlimitednumber of Class A CommonShares, unlimited number ofClass B Common Shares andunlimited number of Class CCommon SharesIssued: 100 Class A CommonShares	100% ownedindirectly throughGood & GreenCannabis Corp.

Name of Subsidiary	Jurisdiction	Authorized and IssuedCapital	OwnershipInformation
2618351 Ontario Inc.	Ontario	Authorized: Unlimited numberof Common SharesIssued: 100 Common Shares	100% ownedindirectly throughGood & GreenCannabis Corp.
2656751 Ontario Ltd.	Ontario	Authorized: Unlimited numberof Class A Preference Shares,unlimited number of Class BPreference Shares, unlimitednumber of Class C PreferenceShares, unlimited number ofClass D Preference Shares,unlimited number of Class ACommon Shares, unlimitednumber of Class B CommonShares and unlimited numberof Class C Common SharesIssued: 100 Class A CommonShares	100% ownedindirectly throughGood & GreenCannabis Corp.

SCHEDULE "B" EXISTING RIGHTS

This is Schedule "B" to the agency agreement dated April 12, 2021 between 48North Cannabis Corp., Cantor Fitzgerald Canada Corporation and Cormark Securities Inc.

Securities	Number Outstanding as at April 7, 2021
Stock Options	10,518,768
Restricted Share Units	1,090,951
Warrants	22,767,000
Broker Warrants	2,293,474

SCHEDULE "C" COMPLIANCE WITH UNITED STATES SECURITIES LAWS

This is Schedule "C" to the agency agreement dated as of April 12, 2021 between the Corporation and the Agents (the "Agency Agreement").

Capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Agency Agreement to which this Schedule "C" is annexed.

The following terms shall have the meanings indicated:

"Directed Selling Efforts" means "directed selling efforts" as that term is defined in Rule 902(c) of Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule "C", it means, subject to the exclusions from the definition of directed selling efforts contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Offered Securities and includes the placement of any advertisement in a publication with a general circulation in the United States that refers to the offering of the Offered Securities;

"Foreign Issuer" means "foreign issuer" as defined in Rule 902(e) of Regulation S;

"General Solicitation" and "General Advertising" means "general solicitation" or "general advertising", as those terms are used under Rule 502(c) of Regulation D. Without limiting the foregoing, but for greater clarity in this Schedule "C", general solicitation or general advertising includes, but is not limited to, any advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, or on the internet, or broadcast over radio, television or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;

"Offered Securities" means the Units, the Unit Shares, the Warrants and the Warrant Shares;

"Offshore Transaction" means an "offshore transaction" as that term is defined in Rule 902(h) of Regulation S;

"Substantial U.S. Market Interest" means "substantial U.S. market interest" as that term is defined in Rule 902(j) of Regulation S;

"U.S. Accredited Investor Agreement" means the U.S. Accredited Investor Agreement attached as Exhibit A to the final U.S. Placement Memorandum;

"U.S. Affiliate" means the United States registered broker-dealer affiliates of the Agents;

"U.S. Purchaser" means any Purchaser of Units that (a) receives or received an offer to acquire the Unit Shares and Warrants comprising the Units while in the United States, (b) is a U.S. Person, (c) is purchasing for the account or benefit of a person in the United States or a U.S. Person or (d) was in the United States at the time such Person's buy order was made or the Subscription Agreement pursuant to which it is acquiring Unit Shares and Warrants comprising the Units was executed or delivered; and

"U.S. QIB Letter" means the U.S. QIB Letter attached as Exhibit B to the final U.S. Placement Memorandum.

Representations, Warranties and Covenants of the Agents

The Agents acknowledge that the Offered Securities have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Offered Securities may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. Persons, except in accordance with an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.

Each Agent, on behalf of itself and its U.S. Affiliate, represents, warrants, covenants and agrees to and with the Corporation, on the date hereof, on the Closing Date and on any Additional Securities Closing Date, severally, but not jointly, that:

It has not offered or sold, and will not offer or sell, at any time any Offered Securities except offers of Offered Securities for sale by the Corporation (a) in Offshore Transactions in compliance with Rule 903 of Regulation S, and (b) to, or for the account or benefit of, persons in the United States and U.S. Persons that are U.S. Accredited Investors or Qualified Institutional Buyers, in compliance with the exemption provided by Rule 506(b) of Regulation D and similar exemptions under applicable state securities laws, and as provided in paragraphs 2 through 13 below. Accordingly, none of the Agent, its U.S. Affiliate, its other affiliates, any Selling Group member appointed by the Agent, or any person acting on any of their behalf, has made or will make (except as permitted herein): (i) any offer to sell, or any solicitation of an offer to buy, any Offered Securities to, or for the account or benefit of, a person in the United States or a U.S. Person (ii) any sale of Offered Securities to any Purchaser unless, at the time the buy order was or will have been originated, the Purchaser was outside the United States and not a U.S. Person or the Agent, its U.S. Affiliate, its other affiliates, any Selling Group member appointed by the Agent, or any person acting on any of their behalf, reasonably believed that such Purchaser was outside the United States and not a U.S. Person, or (iii) any Directed Selling Efforts.
It has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Offered Securities except with its U.S. Affiliate, any Selling Group member or with the prior written consent of the Corporation. The Agent shall require its U.S. Affiliate, to agree, and each Selling Group member to agree, for the benefit of the Corporation, to comply with, and shall use its best efforts to ensure that such U.S. Affiliate and each Selling Group member complies with, the same provisions of this Schedule "C" as apply to the Agent as if such provisions applied to such U.S. Affiliate and such Selling Group member.
All offers of Offered Securities that have been or will be made by it to, or for the account or benefit of, persons in the United States or U.S. Persons, have been or will be made through its U.S. Affiliate and in compliance with all applicable U.S. federal and state broker-dealer requirements. Its U.S. Affiliate is duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and under the securities laws of each state in which such offers and sales were or will be made (unless exempted from the respective state's broker-dealer registration requirements), and a member in good standing with the Financial Industry Regulatory Authority, Inc.
None of the Agent, its U.S. Affiliate, its other affiliates, or Selling Group member appointed by the Agent, or any person acting on any of their behalf has utilized, and none of such persons will utilize, any form of General Solicitation or General Advertising in connection with the offer and sale of the Offered Securities to, or for the account or benefit of, persons in the United States or U.S. Persons, or has offered or will offer any Offered Securities in any manner involving a public offering in the United States within the meaning of Section 4(a)(2) of the U.S. Securities Act.
Immediately prior to soliciting persons in the United States or U.S. Persons, the Agent, its U.S. Affiliate, its other affiliates, or Selling Group member appointed by the Agent, and any person acting on any of their behalf had reasonable grounds to believe and did believe that each offeree was either (i) a U.S. Accredited Investor or (ii) a Qualified Institutional Buyer, as applicable, and at the time of completion of each sale by the Corporation to, or for the account or benefit of, a person in the United States or a U.S. Person, the Agent, its U.S. Affiliate, its other affiliates or Selling Group member appointed by the Agent, and any person acting on any of their behalf will have reasonable grounds to believe and will believe, that each such U.S. Purchaser purchasing the Offered Securities from the Corporation is either (i) a U.S. Accredited Investor or (ii) a Qualified Institutional Buyer, as applicable.
All offerees of the Offered Securities solicited by it that are, or are acting for the account or benefit of, persons in the United States or U.S. Persons shall be informed that the Offered Securities have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States and that the Offered Securities are being offered and sold to such Persons in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D and similar exemptions under applicable state securities laws.
It agrees to deliver, through the U.S. Affiliate to each offeree to whom it offers to sell or from whom it solicits any offer to buy the Offered Securities that is, or is acting for the account or benefit of, a person in the United States or a U.S. Person, the U.S. Placement Memorandum, including the Preliminary Prospectus or the Amended and Restated Prospectus and/or the Final Prospectus, as applicable. No other written material will be used in connection with the offer or sale of the Offered Securities to, or for the account or benefit of, persons in the United States or U.S. Persons.
Prior to completion of any sale of Offered Securities to a U.S. Purchaser, each such U.S. Purchaser thereof that is purchasing Offered Securities will be provided with the final U.S. Placement Memorandum and each U.S. Accredited Investor will be required to provide to the Agent, or the U.S. Affiliate offering the Offered Securities for sale by the Corporation, an executed copy of the U.S. Accredited Investor Agreement, and each Qualified Institutional Buyer will be required to provide to the Agent, or the U.S. Affiliate offering the Offered Securities for sale by the Corporation, an executed copy of the U.S. QIB Letter, and the Agent shall provide the Corporation with copies of all such completed and executed U.S. Accredited Investor Agreements for acceptance by the Corporation and copies of all such completed and executed U.S. QIB Letters.
None of (i) the Agent or its U.S. Affiliate, (ii) the Agent's or its U.S. Affiliate's general partners or managing members, (iii) any of the Agent's or its U.S. Affiliate's directors, executive

officers or other officers participating in the offering of the Offered Securities, (iv) any of the Agent's or its U.S. Affiliate's general partners' or managing members' directors, executive officers or other officers participating in the offering of the Offered Securities or (v) any other person associated with any of the above persons, including any Selling Group member and any such persons related to such Selling Group member, that has been or will be paid (directly or indirectly) remuneration for solicitation of Purchasers in connection with the sale of the Offered Securities (each, a "Dealer Covered Person" and, collectively, the "Dealer Covered Persons"), is subject to any of the "Bad Actor" disqualifications described in Rule 506(d)(1)(i) to (viii) under Regulation D (a "Disqualification Event") except for a Disqualification Event contemplated by Rule 506(d)(2) of the U.S. Securities Act and a description of which has been furnished in writing to the Corporation prior to the date hereof. It will notify the Corporation in writing, prior to the Closing Date or Additional Securities Closing Date, as applicable, of (a) any Disqualification Event relating to any Dealer Covered Person not previously disclosed to the Corporation hereunder, and (b) any event that would, with the passage of time, become a Disqualification Event relating to any Dealer Covered Person.

The Agent represents that it is not aware of any person (other than any Dealer Covered Persons) that has been or will be paid (directly or indirectly) remuneration for solicitation of Purchasers in connection with the sale of any Offered Securities.
At least two Business Days prior to the Closing Date or any Additional Securities Closing Date, as applicable, it will provide the Corporation with a list of all U.S. Purchasers.
None of the Agent, its U.S. Affiliate, its other affiliates, any Selling Group member appointed by the Agent, or any person acting on any of their behalf has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Offered Securities.
At the Closing, the Agent will, together with its U.S. Affiliate, provide a certificate, substantially in the form of Annex I to this Schedule "C", relating to the manner of the offer and sale of the Offered Securities to, or for the account or benefit of, persons in the United States and U.S. Persons. Failure to deliver such a certificate shall constitute a representation by such Agent and its U.S. Affiliate, if applicable, that neither it nor anyone acting on its behalf has offered or sold Offered Securities to, or for the account or benefit of, persons in the United States and U.S. Persons.

Representations, Warranties and Covenants of the Corporation

The Corporation represents, warrants, covenants and agrees to and with the Agents, as at the date hereof, the Closing Date and any Additional Securities Closing Date, that:

The Corporation is, and at the Closing Date or any Additional Securities Closing Date, as applicable, will be, a Foreign Issuer with no Substantial U.S. Market Interest in the Offered Securities or the Common Shares.
The Corporation is not, and following the application of the proceeds from the sale of the Offered Securities will not be, registered or required to be registered as an "investment company" as such term is defined in the United States Investment Company Act of 1940, as amended, under such Act.
Except with respect to sales to, or for the account or benefit of, persons in the United States or U.S. Persons that are U.S. Accredited Investors and Qualified Institutional Buyers solicited by the Agents through the U.S. Affiliates, in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D, and similar exemptions under applicable U.S. state securities laws, none of the Corporation, its affiliates, or any person acting on any of their behalf (other than the Agents, the U.S. Affiliates, any Selling Group members, their respective affiliates or any person acting on any of their behalf, in respect of which no representation, warranty, covenant or agreement is made), has made or will make: (a) any offer to sell, or any solicitation of an offer to buy, any Offered Securities to, or for the account or benefit of, a person in the United States or a U.S. Person; or (b) any sale of Offered Securities unless, at the time the buy order was or will have been originated, (i) the Purchaser is outside the United States and not a U.S. Person or (ii) the Corporation, its affiliates, and any person acting on any of their behalf reasonably believe that the Purchaser is outside the United States and not a U.S. Person.
During the period in which Offered Securities are offered for sale, none of the Corporation, its affiliates, or any person acting on any of their behalf (other than the Agents, the U.S. Affiliates, any Selling Group members, their respective affiliates or any person acting on any of their behalf, in respect of which no representation, warranty, covenant or agreement is made) has engaged in or will engage in any Directed Selling Efforts or has taken or will take any action that would cause the exemption afforded by Rule 506(b) of Regulation D to be unavailable for offers and sales of Offered Securities to, or for the account or benefit of, persons in the United States or U.S. Persons or the exclusion from registration afforded by Rule 903 of Regulation S to be unavailable for offers and sales of Offered Securities outside the United States to non-U.S. Persons in accordance with the Agency Agreement, including this Schedule "C".
None of the Corporation, its affiliates or any person acting on any of their behalf (other than the Agents, the U.S. Affiliates, any Selling Group members, their respective affiliates or any person acting on any of their behalf, in respect of which no representation, warranty, covenant or agreement is made) has offered or will offer to sell, or has solicited or will solicit offers to buy, Offered Securities to, or for the account or benefit of, persons in the United States or U.S. Persons by means of any form of General Solicitation or General Advertising or has taken or will take any action that would constitute a public offering of the Offered Securities in the United States within the meaning of Section 4(a)(2) of the U.S. Securities Act.
None of the Corporation, any of its affiliates or any person acting on any of their behalf (other than the Agents, the U.S. Affiliates, any Selling Group members, their respective affiliates or any person acting on any of their behalf, in respect of which no representation, warranty, covenant or agreement is made) has offered or sold, or will offer or sell, for a period commencing six months prior to the commencement of the Offering and ending six months following the Closing Date or any Additional Securities Closing Date, as applicable, any securities in a manner that would be integrated with the offer and sale of the Offered Securities and would cause the exemption from registration provided by Rule 506(b) of Regulation D or the exclusion from registration afforded by Rule 903 of Regulation S to be unavailable for offers and sales of the Offered Securities.
None of the Corporation, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Corporation participating in the Offering, any beneficial owner (as that term is defined in Rule 13d-3 under the U.S. Securities Act) of 20% or more of the Corporation's outstanding voting equity securities, calculated on the basis of voting power, or any promoter (as that term is defined in Rule 405 under the U.S. Securities Act) connected with the Corporation in any capacity at the time of sale of the Offered Securities (each, an "Issuer Covered Person" and together, the "Issuer Covered Persons") is subject to any Disqualification Event. The Corporation has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
The Corporation is not aware of any person (other than any Dealer Covered Persons (as defined above)) that has been or will be paid (directly or indirectly) remuneration for solicitation of Purchasers in connection with the sale of Offered Securities.
The Corporation will notify the Agents in writing, prior to the Closing Date or Additional Securities Closing Date, as applicable, of (a) any Disqualification Event relating to any Issuer Covered Person and (b) any event that would with the passage of time, become a Disqualification Event relating to any Issuer Covered Person.
None of the Corporation or any of its predecessors or affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failure to comply with Rule 503 of Regulation D.
The Corporation shall duly prepare and file with the SEC a Form D within 15 days after the first sale of Offered Securities in reliance on Rule 506(b) of Regulation D, and will file such notices and other documents as are required to be filed under the state securities or "blue sky" laws of the states in which the Offered Securities are sold to satisfy the requirements of applicable exemptions from registration or qualification of the Offered Securities under such laws.
None of the Corporation, its affiliates or any person acting on any of their behalf (other than the Agents, the U.S. Affiliates, any Selling Group members, their respective affiliates, or any person acting on any of their behalf, in respect of which no representation, warranty, covenant or agreement is made) has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Offered Securities.

General

Each of the Agents (and the U.S. Affiliates) on the one hand and the Corporation on the other hand understand and acknowledge that the other parties hereto will rely on the truth and accuracy of the representations, warranties, covenants and agreements contained herein.

ANNEX I TO SCHEDULE "C"

AGENT'S CERTIFICATE

In connection with the offering in the United States of Offered Securities of the Corporation pursuant to the Agency Agreement, the undersigned Agent and its U.S. Affiliate, do hereby certify as follows:

(a) the Offered Securities have been offered and sold by us in the United States only by the Affiliate which was on the dates of all such offers and sales, and is on the date hereof, duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act, and under the securities laws of each state in which such offers and sales were made (unless exempted from the respective state's broker-dealer registration requirements) and was and is a member in good standing with the Financial Industry Regulatory Authority, Inc.;
(b) immediately prior to transmitting the U.S. Placement Memorandum to offerees that were, or were acting for the account or benefit of, persons in the United States or U.S. Persons, we had reasonable grounds to believe and did believe that each such person was a Qualified Institutional Buyer or a U.S. Accredited Investor, as applicable, and we continue to believe that each U.S. Purchaser of Offered Securities from the Corporation solicited by us is a Qualified Institutional Buyer or a U.S. Accredited Investor, as applicable, on the date hereof;
(c) all offers and sales of the Offered Securities by us to, or for the account or benefit of, persons in the United States and U.S. Persons have been effected in accordance with all applicable U.S. federal and state broker-dealer requirements;
(d) no form of General Solicitation or General Advertising was used by us in connection with the offer and sale of the Offered Securities to, or for the account or benefit of, persons in the United States or U.S. Persons and we have not offered and will not offer any Offered Securities in any manner involving a public offering in the United States within the meaning of Section 4(a)(2) of the U.S. Securities Act;
(e) prior to any offer of Offered Securities to, or for the account or benefit of, a U.S. Person or person in the United States, we delivered the preliminary or amended and restated and/or the final U.S. Placement Memorandum to such person and prior to any sale to a U.S. Purchaser solicited by us, we delivered the final U.S. Placement Memorandum to such person and caused each U.S. Accredited Investor to complete and execute the U.S. Accredited Investor Agreement annexed to the final U.S. Placement Memorandum as Exhibit A and each Qualified Institutional Buyer to complete and execute the U.S. QIB Letter annexed to the final U.S. Placement Memorandum as Exhibit B;
(f) neither we, nor our affiliates nor or any person acting on any of our behalf have taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Offered Securities;
(g) none of (i) the undersigned, (ii) the undersigned's general partners or managing members, (iii) any of the undersigned's directors, executive officers or other officers participating in the offering of the Subscription Receipts, (iv) any of the undersigned's general partners' or managing members' directors, executive officers or other officers participating in the offering of the Offered Securities or (v) any Dealer Covered Person is subject to any of the

"Bad Actor" disqualifications described in Rule 506(d)(1)(i) to (viii) under Regulation D, except for a Disqualification Event contemplated by Rule 506(d)(2) of the U.S. Securities Act and a description of which has been furnished in writing to the Corporation prior to the date hereof; and (vii) the undersigned is not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of the Offered Securities;

(h) all offerees and Purchasers that are, or are acting for the account or benefit of, persons in the United States or U.S. Persons have been informed that the Offered Securities have not been and will not be registered under the U.S. Securities Act and are being offered and sold to such purchasers without registration in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D and similar exemptions under applicable state securities laws; and
(i) the offering of the Offered Securities has been conducted by us in accordance with the terms of the Agency Agreement, including Schedule "C" attached thereto.

Terms used in this certificate have the meanings given to them in the Agency Agreement (including Schedule "C" attached thereto) unless defined herein.

DATED as of this ______ day of ______________, 2021.

[Insert Agent] [Insert U.S. Affiliate]

By: By:

Authorized Signing Officer Authorized Signing Officer