Ayr Wellness Inc. — Capital/Financing Update 2021

Apr 6, 2021

EXECUTION COPY

UNDERWRITING AGREEMENT

April 5, 2021

Ascot Resources Ltd. 1095 West Pender Street, Suite 1050 Vancouver, British Columbia V6E 2M6

Attention: Derek White President and Chief Executive Officer

Dear Mr. White:

BMO Nesbitt Burns Inc. and Raymond James Ltd., as lead managers and joint bookrunners (the “ Co-Lead Underwriters ”), and Desjardins Securities Inc., Stifel Nicolaus Canada Inc., and Sprott Capital Partners LP (each an “ Underwriter ”, and collectively the “ Underwriters ”) understand that Ascot Resources Ltd. (the “ Company ”) intends to issue and sell to the Underwriters on a “bought deal” basis, 64,000,000 common shares in the capital of the Company (“ Common Shares ”) at a price of $0.86 per Common Share (the “ Issue Price ”) for aggregate gross proceeds to the Company of $55,040,000. The aggregate 64,000,000 Common Shares are referred to herein as the “ Purchased Shares ”.

Subject to applicable laws, after a reasonable effort has been made to sell all of the Offered Shares at the Issue Price, the Underwriters may subsequently reduce the selling price to investors from time to time, provided that any such reduction in the Issue Price shall not affect the aggregate Issue Price less the Underwriting Fee (as hereinafter defined) payable to the Company.

We also understand that the Company has granted an option to the Underwriters to purchase up to an aggregate of 9,600,000 additional Common Shares (the “ Additional Shares ”) at the Issue Price, to cover over-allotments, if any, and for market stabilization purposes (the “ Over-Allotment Option ”). The Over-Allotment Option is exercisable in whole or in part, at any time and from time to time on or prior to the date that is 30 days following the Closing Date (as hereinafter defined). The offering and sale of the Purchased Shares and any Additional Shares by the Company described in this Agreement (as hereinafter defined) is referred to herein as the “ Offering ”, and the Purchased Shares and the Additional Shares are collectively referred to herein as the “ Offered Shares ”.

The Underwriters understand that the Company has prepared and filed a preliminary short form base shelf prospectus dated January 15, 2021 (together with the documents incorporated by reference therein, the “ Preliminary Base Shelf Prospectus ”), and a final short form base shelf prospectus dated January 21, 2021 (together with the documents incorporated by reference therein and any supplements or amendments thereto, the “ Final Base Shelf Prospectus ”), in respect of up to $90,000,000 aggregate initial offering price of Common Shares, warrants, subscription receipts, units, debt securities, and share purchase contracts of the Company, omitting the Shelf Information (as hereinafter defined) in accordance with the Shelf Procedures (as hereinafter defined) and that the Company has received a Preliminary Receipt (as

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hereinafter defined) for the Preliminary Base Shelf Prospectus on January 15, 2021 and a Final Receipt (as hereinafter defined) for the Final Base Shelf Prospectus on January 21, 2021.

The Company shall also prepare and file a prospectus supplement relating to the Offering (as hereinafter defined) with the Securities Commissions (as hereinafter defined), in accordance with the Shelf Procedures (including the documents incorporated by reference therein, the “ Prospectus Supplement ”).

The information, if any, included in the Prospectus Supplement that is omitted from the Final Base Shelf Prospectus for which a Final Receipt has been obtained, but that is deemed under the Shelf Procedures to be incorporated by reference into the Final Base Shelf Prospectus as of the date of the Prospectus Supplement, is referred to herein as the “ Shelf Information ”.

The term “ Prospectus ” as used herein refers to the Final Base Shelf Prospectus, as supplemented by the Prospectus Supplement, including for greater certainty, in each case, the documents incorporated by reference therein.

The Offered Shares will be distributed in the Qualifying Jurisdictions by the Underwriters (as defined below) pursuant to the Prospectus and may be offered and sold in the United States or to or for the account or benefit of U.S. Persons or persons in the United States on a private placement basis (i) in accordance with this Agreement, including Schedule “A” attached hereto (which schedule is incorporated into and forms part of this Agreement), (ii) in such a manner so as not to require registration thereof under the U.S. Securities Act (as defined below), and (iii) through an affiliate of one or more of the Underwriters duly registered with the United States Securities and Exchange Commission and the Financial Industry Regulatory Authority, Inc. and in compliance with U.S. Securities Laws (as defined below). Subject to applicable law, including the terms of this Agreement, the Offered Shares may also be distributed outside of Canada and the United States by the registered broker-dealer affiliates of the Underwriters pursuant to the terms and conditions hereof, in each jurisdiction where they may be lawfully sold by the Underwriters 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 and (ii) creating any ongoing compliance obligation for the Company pursuant to the laws of such jurisdiction.

Based upon and subject to the terms and conditions set out below, the Underwriters hereby severally (and not jointly, nor jointly and severally) agree to act as underwriters and to purchase from the Company in the respective percentages set out in Section 18 of this Agreement, and the Company hereby agrees to sell to the Underwriters all, but not less than all, of the Purchased Shares at the Issue Price per Purchased Share, and (ii) in the event and to the extent the Over-Allotment Option granted to the Underwriters pursuant to Section 13 of this Agreement is exercised by the Underwriters, the Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees severally (and not jointly, nor jointly and severally) to purchase from the Company, the respective percentage of the Additional Shares set forth opposite the name of such Underwriter in Section 18 of this Agreement at the Issue Price per Additional Share.

In accordance with the terms of Section 14 of this Agreement, the Company shall pay to the Underwriters a fee (the “ Underwriting Fee ”) (i) at the Closing Time (as defined below), equal to 5.0% of the aggregate gross proceeds raised pursuant to the issue and sale of the

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Purchased Shares, and (ii) at the Option Closing Time (as defined below), equal to 5.0% of the aggregate gross proceeds raised pursuant to the issue and sale of any Additional Shares, except those Purchased Shares and Additional Shares that are subject to the President’s List Exemption (as defined below) and those Purchased Shares and Additional Shares that are issued to a lender to the Company in an amount not to exceed $3,800,000. With respect to the gross proceeds raised from the sale of Purchased Shares and Additional Shares to certain pre-identified individual purchasers participating in the Offering agreed to between the Company and the CoLead Underwriters (the “ President’s List Exemption ”) and to the aforementioned lender, the Underwriting Fee payable on such proceeds will be reduced to 1.0% of such proceeds. In no case shall the President’s List Exemption apply to gross proceeds raised from the sale of Purchased Shares or Additional Shares in excess of $550,000. For greater certainty, for any gross proceeds raised under the President’s List Exemption in excess of $550,000, the fee payable to the Underwriters will be 5.0%. The Underwriting Fee in respect of Offered Shares purchased on the Closing Date shall be payable on the Closing Date.

The following are the terms and conditions of the agreement between the Company and the Underwriters:

TERM AND CONDITIONS

1. Definitions and Interpretation

• (1) In this Agreement:

“ Additional Shares ” has the meaning given to that term in the second paragraph of this Agreement;

“ Agreement ” means this underwriting agreement as may be modified or amended from time to time;

“ Applicable Securities Laws ” means the Canadian Securities Laws and the U.S. Securities Laws;

“ Auditor ” means PricewaterhouseCoopers LLP;

“ Bid Letter ” means the letter agreement between the Company and the Co-Lead Underwriters dated March 31, 2021, for the purchase of the Offered Shares;

“ Business Day ” means any day other than a Saturday, Sunday or statutory or civic holiday in the city of Toronto, Ontario or the city of Vancouver, British Columbia;

“ Canadian Securities Laws ” means, collectively, all applicable securities laws of each of the Qualifying Jurisdictions and the respective rules and regulations under such laws, together with applicable published instruments, notices and orders of the securities regulatory authorities (including stock exchanges) in the Qualifying Jurisdictions;

“ CDS ” means CDS Clearing and Depository Services Inc.;

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“ Closing Date ” means April 9, 2021 or any earlier or later date as may be agreed to by the Company and the Co-Lead Underwriters, each acting reasonably;

“ Closing Time ” means (i) 8:00 a.m. (Toronto time) on the Closing Date, or (ii) any other time on the Closing Date as may be agreed to by the Company and the Co-Lead Underwriters, on behalf of the Underwriters;

“ Co-Lead Underwriters ” has the meaning given to that term in the first paragraph of this Agreement;

“ Common Shares ” has the meaning given to that term in the first paragraph of this Agreement;

“ Company ” has the meaning given to that term in the first paragraph of this Agreement;

“ Company Financial Information ” means the audited annual consolidated financial statements of the Company for the years ended December 31, 2020 and 2019, including the notes thereto, together with the report of the Auditor thereon;

“ Default Securities ” has the meaning given to that term in Section 18 of this Agreement;

“ distribution ” means distribution or distribution to the public, as the case may be, for the purposes of Canadian Securities Laws;

“ Environmental Laws ” has the meaning given to that term in Section 7(1)(mm)of this Agreement;

“ Final Base Shelf Prospectus ” has the meaning given to that term in the third paragraph of this Agreement

“ Final Receipt ” means the document issued by the British Columbia Securities Commission, in its capacity as principal regulator, in accordance with National Policy 11-202, evidencing that a receipt has been issued in respect of the Final Base Shelf Prospectus by each of the Securities Commissions;

“ Hazardous Materials ” has the meaning given to that term in Section 7(1)(mm) of this Agreement;

“ IFRS ” means International Financial Reporting Standards;

“ Immaterial Subsidiaries ” means Ascot USA Inc. and Ascot Power Ltd.;

“ Indemnified Party ” has the meaning given to that term in Section 16 of this Agreement;

“ Issue Price ” has the meaning given to that term in the first paragraph of this Agreement;

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“ 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 the right to use or occupy such property or assets;

“ Marketing Materials ” has the meaning given to that term in Section 10(1) of this Agreement;

“ Material Adverse Effect ” means any effect resulting from any change, event, fact, or occurrence that has or could reasonably be expected to be materially adverse to the business, affairs, capital, operations, financial condition, prospects, properties, permits, contractual arrangements or assets of the Company on a consolidated basis;

“ material change ” means a material change for the purposes of Applicable Securities Laws or any of them, or where undefined under the Applicable Securities Laws of an Offering Jurisdiction, means a change in the business, operations or capital of a Person on a consolidated basis that would reasonably be expected to have a significant effect on the market price or value of its securities, and includes a decision to implement such a change made by the directors of such Person;

“ Material Contracts ” has the meaning given to that term in Section 7(1)(x) of this Agreement;

“ material fact ” means a material fact for the purposes of Applicable Securities Laws (including in the case of U.S. Securities Laws, judicial decisions with respect to the meaning of materiality of facts) or any of them, or where undefined under the Applicable Securities Laws of an Offering Jurisdiction means a fact that would reasonably be expected to have a significant effect on the market price or value of a Person’s securities (or the equivalent);

“ Material Project ” means the Company’s Premier and Red Mountain Gold Project, as described in the Offering Documents;

“ Material Subsidiary ” means IDM Mining Ltd.;

“ misrepresentation ” means a misrepresentation for the purposes of the Applicable Securities Laws or any of them, or where undefined under the Applicable Securities Laws of an Offering Jurisdiction, means: (i) an untrue statement of a material fact, or (ii) an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made;

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“ Money Laundering Laws ” has the meaning given to that term in Section 7(1)(w) of this Agreement;

“ NI 41-101 ” means National Instrument 41-101 - General Prospectus Requirements ;

“ NI 43-101 ” means National Instrument 43-101 - Standards of Disclosure for Mineral Projects ;

“ NI 44-101 ” means National Instrument 44-101 - Short Form Prospectus Distributions;

“ NI 44-102 ” means National Instrument 44-102 - Shelf Distributions;

“ Offering ” has the meaning given to that term in the second paragraph of this Agreement;

“ Offered Shares ” has the meaning given to that term in the second paragraph of this Agreement;

“ Offering Documents ” means, collectively, the Prospectus, any Supplementary Material, and the U.S. Placement Memorandum;

“ Offering Jurisdictions ” means the Qualifying Jurisdictions, the United States and any other jurisdiction permitted under this Agreement;

“ Option Closing Date ” has the meaning given to that term in Section 13(1) of this Agreement;

“ Option Closing Time ” means 8:00 a.m. (Toronto time) on the Option Closing Date;

“ Over-Allotment Option ” has the meaning given to that term in the second paragraph of this Agreement;

“ Passport Procedures ” means the procedures provided for under National Policy 11-202 – Process for Prospectus Reviews in Multiple Jurisdictions among the securities commissions and other securities regulatory authorities in each of the provinces and territories of Canada;

“ Person ” means an individual, a firm, a corporation, a syndicate, a partnership, a trust, an association, an unincorporated organization, a joint venture, an investment club, a government or an agency or political subdivision thereof and every other form of legal or business entity of any nature or kind whatsoever;

“ Preliminary Base Shelf Prospectus ” has the meaning given to that term in the third paragraph of this Agreement, and for greater certainty includes all documents incorporated by reference therein;

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“ President’s List Exemption ” has the meaning specified in the ninth paragraph of this Agreement;

“ Prospectus ” has the meaning specified in the sixth paragraph of this Agreement;

“ Prospectus Supplement ” has the meaning specified in the fourth paragraph of this Agreement and for greater certainty includes all documents incorporated by reference therein;

“ Purchased Shares ” has the meaning given to that term in the first paragraph of this Agreement;

“ Qualifying Jurisdictions ” means, collectively, all of the provinces and territories of Canada, other than Québec;

“ Securities Commissions ” means the applicable securities commission or regulatory authority in each of the Qualifying Jurisdictions;

“ Selling Firms ” has the meaning given to that term in Section 11(1)(a) of this Agreement;

“ Shelf Information ” has the meaning given to it in the fifth paragraph of this Agreement;

“ Shelf Procedures ” means NI 44-101 and NI 44-102;

“ Standard Listing Conditions ” means the customary post-closing conditions imposed by the TSX in similar circumstances;

“ subsidiary ” means a subsidiary for purposes of the Securities Ac t (Ontario);

“ Supplementary Material ” means, collectively, (i) any amendment or supplement to the Prospectus, (ii) any amendment or supplement to the U.S. Placement Memorandum, (iii) any amendment or supplemental prospectus or ancillary materials that may be filed by or on behalf of the Company under Applicable Securities Laws relating to the qualification for distribution of, inter alia , the Offered Shares, or (iv) any other document, including the U.S. Placement Memorandum, that is delivered or intended to be delivered to a purchaser of Offered Shares;

“ Technical Report ” means the Company’s technical report entitled “Premier & Red Mountain Gold Project, Feasibility Study NI 43-101 Technical Report, British Columbia” dated May 22, 2020, with an effective date of April 15, 2020;

“ TMX Group ” has the meaning given to that term in Section 26 of this Agreement;

“ TSX ” means the Toronto Stock Exchange;

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“ Underwriter ” has the meaning given to that term in the first paragraph of this Agreement;

“ Underwriting Fee ” has the meaning given to that term in the ninth paragraph of this Agreement;

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

“ U.S. Affiliate ” means the U.S. registered broker-dealer affiliate of an Underwriter that is named in the U.S. Placement Memorandum;

“ U.S. Exchange Act ” means the United States Securities Exchange Act of 1934, as amended;

“ U.S. Person ” means a “U.S. person” as that term is defined in Rule 902(k) of Regulation S;

“ U.S. Placement Memorandum ” means the U.S. private placement memorandum, in a form and substance acceptable to the Underwriters, which has attached thereto, a copy of the Prospectus, or any amendment or supplement thereto, delivered or to be delivered to purchasers of Offered Shares in the United States pursuant to the terms and conditions hereof;

“ U.S. Securities Act ” means the United States Securities Act of 1933 , as amended;

“ U.S. Securities Laws ” means all applicable securities laws in the United States, including without limitation, the U.S. Securities Act, the U.S. Exchange Act and the rules and regulations promulgated thereunder, and any applicable state securities laws;

• (2) Headings, etc. The division of this Agreement into sections, subsections, paragraphs and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. Unless something in the subject matter or context is inconsistent therewith, references herein to sections, subsections, paragraphs and other subdivisions are to sections, subsections, paragraphs and other subdivisions of this Agreement.

• (3) Currency. Except as otherwise indicated, all amounts expressed herein in terms of money refer to lawful currency of Canada and all payments to be made hereunder shall be made in such currency.

• (4) Knowledge. In this Agreement a reference to “ knowledge ” of the Company means to the best knowledge of Derek White, Carol Li, John Kiernan, and Jody Harris, after reasonable inquiry.

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• (5) Information Relating to Underwriters. Where this Agreement references information and statements relating solely to the Underwriters (and/or their U.S. Affiliates) and furnished by them specifically for use in the Offering Documents, or any part thereof, the statements set forth under the heading “Plan of Distribution” in the Prospectus Supplement or any Supplementary Material, and that relate to over-allotment activities that may be undertaken by the Underwriters, constitute the only such information and statements.

• (6) Schedules. Schedule “A” – United States Offers and Sales (including, for greater certainty, Exhibit A – Underwriters’ Certificate, attached thereto); to this Agreement, including the representations, warranties and covenants set out therein, is deemed to be a part hereof and is hereby incorporated by reference herein.

2. Filing of the Prospectus Supplement and Qualification for Distribution

• (1) The Company shall prepare and, as soon as practicable, file the Prospectus Supplement and other required documentation under Canadian Securities Laws by no later than April 5, 2021.

• (2) Until the date on which the distribution of the Offered Shares is completed, the Company will promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Canadian Securities Laws to continue to qualify the distribution of the Offered Shares for sale to the public in each of the Qualifying Jurisdictions or, in the event that the Offered Shares or any of them, have, for any reason, ceased to so qualify, to so qualify again such securities, as applicable, for distribution.

• (3) The Company, together with its counsel, will be responsible for the preparation of all materials, if any, to be used in connection with the Offering, with the assistance of the Underwriters and their counsel. Any such materials shall be prepared in accordance with all applicable requirements of Canadian Securities Laws and other applicable securities laws of the Offering Jurisdictions. Prior to the filing of the Prospectus Supplement and any Supplementary Material and thereafter, during the period of distribution of the Offered Shares, the Company shall allow the Underwriters and their counsel to participate fully in the preparation of, and to approve the form of, such documents.

3. Delivery of Offering Documents and Related Matters

• (1) The Company shall deliver without charge to the Underwriters or, if applicable, to any other Selling Firm, as soon as practicable and in any event within one Business Day of the date of the filing of the Prospectus Supplement, and thereafter from time to time during the distribution of the Offered Shares, in such cities in the Offering Jurisdictions as the Underwriters shall notify the Company, as many commercial copies of the Prospectus and the related U.S. Placement Memorandum, respectively, as the Underwriters, acting reasonably, may request for the purposes contemplated by the Applicable Securities Laws. The Company

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will similarly cause to be delivered to the Underwriters, in such cities in the Offering Jurisdictions as the Underwriters may request, commercial copies of any Supplementary Material required or intended to be delivered to purchasers or prospective purchasers of the Offered Shares. Each delivery of the Prospectus and the U.S. Placement Memorandum or any Supplementary Material will have constituted and will constitute the Company’s consent to the use of the Prospectus, the U.S. Placement Memorandum and any Supplementary Material by the Underwriters and the Selling Firms for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Applicable Securities Laws.

• (2) Each delivery of the Prospectus and any Supplementary Material to the Underwriters by the Company will constitute the representation and warranty of the Company to the Underwriters that (except for information and statements relating solely to the Underwriters and furnished by them specifically for use in the Prospectus), at the respective times of delivery:

• (a) each of the Prospectus and any Supplementary Material contain no misrepresentation;

• (b) the Prospectus, as amended by any Supplementary Material, constitutes full, true and plain disclosure of all material facts relating to the Company and the Offered Shares;

• (c) no material fact or information has been omitted from the Prospectus, as amended by any Supplementary Material, which is required to be stated therein or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;

• (d) except as set forth or contemplated in the Prospectus, as amended by any Supplementary Material, or as has otherwise been publicly disclosed, there has been no material change (actual, anticipated, contemplated, proposed or, to the knowledge of the Company, threatened) since the end of the period covered by the financial statements incorporated by reference therein; and

• (e) each of the Prospectus and any Supplementary Material complies in all material respects with the requirements of Canadian Securities Laws pursuant to which it was filed.

• (3) Each delivery of the U.S. Placement Memorandum and any Supplementary Material to the Underwriters by the Company will constitute the representation and warranty of the Company to the Underwriters and the U.S. Affiliates that (except for information and statements relating solely to the Underwriters and the U.S. Affiliates and furnished by them specifically for use in the U.S. Placement Memorandum) at the respective times of delivery, such U.S. Placement Memorandum or Supplementary Material contains no misrepresentation.

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• (4) The Company will also deliver to the Underwriters without charge:

• (a) contemporaneously with, or prior to the filing of the Prospectus Supplement, a copy of the Prospectus, signed on behalf of the Company by the persons and in the form required by Canadian Securities Laws and satisfactory to the Underwriters, including copies of any documents incorporated by reference therein which have not previously been delivered to the Underwriters (provided that any documents incorporated by reference therein which are publicly available on SEDAR shall be deemed to be delivered to the Underwriters);

• (b) contemporaneously with, or prior to the filing of the Prospectus Supplement, a copy of any other document filed with, or delivered to, the Securities Commissions by the Company under Canadian Securities Laws in connection with the Offering; and

• (c) prior to the filing of the Prospectus Supplement, a “long-form” comfort letter dated the date of the Prospectus Supplement addressed to the Underwriters, in form and substance satisfactory to the Underwriters and their counsel, acting reasonably, from the Auditor, and based on a review completed up to two Business Days prior to the date of the Prospectus Supplement, with respect to financial and accounting information relating to the Company Financial Information in the Prospectus or incorporated by reference therein, which letter shall be in addition to the Auditor’s report incorporated by reference in the Prospectus and any Auditor’s comfort letter addressed to the Securities Commissions and filed with or delivered to the Securities Commissions under Canadian Securities Laws.

• (5) Comfort letters and other documents substantially similar to those referred to in this section of this Agreement will be delivered to the Underwriters, the Company, and their respective counsel, as applicable, with respect to any Supplementary Material, contemporaneously with, or prior to the filing or delivery of, any Supplementary Material.

4. Material Changes During the Distribution of the Offered Shares

• (1) The Company will promptly inform the Underwriters in writing during the period prior to the completion of the distribution of the Offered Shares of the full particulars of:

• (a) any material change (whether actual, anticipated, contemplated, threatened or proposed) in respect of the Company considered on a consolidated basis;

• (b) any material fact (whether actual, anticipated, threatened, contemplated, or proposed by, to, or against) that would have been required to have been stated in any of the Offering Documents had that fact arisen or been

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discovered on, or prior to, the date of the Offering Documents, as the case may be; and

• (c) any change (whether actual, anticipated, threatened, contemplated, or proposed by, to, or against) in any material fact or any misstatement of any material fact contained in any of the Offering Documents, or the coming into existence of any new material fact, which change or new material fact:

  • (i) is or may reasonably be expected to be of such a nature as to render any of the Offering Documents, as they exist taken together in their entirety immediately prior to such change or new material fact, misleading or untrue in any respect or would result in any of such documents, as they exist taken together in their entirety immediately prior to such change or material fact, containing a misrepresentation;

  • (ii) would result in any of the Offering Documents, as they exist taken together in their entirety immediately prior to such change or material fact, not complying with any Applicable Securities Laws; or

  • (iii) would reasonably be expected to have a material effect on the market price or value of the Offered Shares, or otherwise have a Material Adverse Effect.

• (2) The Company shall comply with section 57 of the Securities Act (Ontario) and with the comparable provisions of Canadian Securities Laws, and the Company will prepare and will file or deliver promptly at the request of the Underwriters, any Supplementary Material, which, in the reasonable opinion of the Underwriters and their counsel may be necessary, and will until the distribution of the Offered Shares is complete, otherwise comply with all applicable filing, delivery and other requirements under Applicable Securities Laws arising as a result of such fact or change necessary to continue to qualify the Offered Shares for distribution in each of the Qualifying Jurisdictions.

• (3) The Company agrees to promptly prepare and file with the Securities Commissions in the Qualifying Jurisdictions an amendment to the Prospectus at any time prior to the completion of the distribution of the Offered Shares correcting any misrepresentation contained in the Prospectus (prior to the amendment).

• (4) In addition, if, during the period from the date hereof to the later of (i) the Closing Date and (ii) the date the distribution of the Offered Shares is completed, it shall be necessary to file or deliver any Supplementary Material to comply with any Applicable Securities Laws, the Company shall, in co-operation with the Underwriters, make any such filing as soon as reasonably possible.

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• (5) In addition to the provisions of Sections 4(1) and 4(2), the Company will, in good faith, discuss with the Underwriters, any change, event, development or fact, contemplated, anticipated, threatened, or proposed in Sections 4(1) and 4(2) that is of such a nature that there may be reasonable doubt as to whether written notice should be given to the Underwriters under Section 4 of this Agreement and will consult with the Underwriters with respect to the form and substance of any Supplementary Material proposed to be filed or delivered by the Company, it being understood and agreed that no such Supplementary Material will be filed by the Company with any Securities Commission or delivered to any purchaser or prospective purchaser of Offered Shares until the Underwriters and their legal counsel (i) have been given a reasonable opportunity to review and (ii) approve such material, acting reasonably.

• (6) During the period commencing on the date hereof until the Underwriters notify the Company of the completion of the distribution of the Offered Shares, the Company will promptly inform the Underwriters in writing of the full particulars of:

• (a) any request of any Securities Commission for any amendment to the Prospectus or for any additional information in respect of the Offering, the Company or the Subsidiaries;

• (b) the receipt by the Company of any communication, whether written or oral, from any Securities Commission, the TSX or any other competent authority, relating to the Prospectus, any Supplementary Material, the Offering, the Common Shares, the Company or its subsidiaries;

• (c) any notice or other correspondence received by the Company from any other governmental authority and any requests from such bodies for information, a meeting or a hearing relating to the Offering, the Common Shares, the Company or its subsidiaries, or any other event or state of affairs that the Company reasonably believes could have a material effect on the Company on a consolidated basis or the Offered Shares; or

• (d) the issuance by any Securities Commission, the TSX or any other competent authority of any order to cease or suspend trading or distribution of any securities of the Company or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company.

5. Due Diligence

Prior to the Closing Time, and, if applicable, prior to the filing or delivery of any Supplementary Material, the Underwriters, their legal counsel, and technical consultants will be provided with timely access to all information required to permit them to conduct a full due diligence investigation of the Company and its business operations, properties, assets, affairs, prospects and financial condition. In particular, the Underwriters shall be permitted to conduct

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all due diligence that they may, in their sole discretion, require in order to fulfill their obligations under Applicable Securities Laws, and in that regard, the Company will make available to the Underwriters, their legal counsel and technical consultants, on a timely basis, all corporate and operating records, contracts, resource and reserve reports, technical reports, financial information, budgets, forecasts, reports, key officers, and other relevant documentation or information necessary in order to complete the due diligence investigation of the Company and its business operations, properties, assets, affairs, prospects and financial condition for this purpose, and without limiting the scope of the due diligence inquiries the Underwriters and their counsel may conduct one or more due diligence sessions to be held prior to the date of filing the Prospectus Supplement and prior to Closing Time at which management of the Company, the Auditor, the legal counsel of the Company and the authors of the Technical Report shall participate. It shall be a condition precedent to (i) the Underwriters’ execution of any certificate in any Offering Document that the Underwriters be satisfied as to the form and substance of such document, and (ii) the delivery of the U.S. Placement Memorandum to any purchaser or prospective purchaser of the Offered Shares that the Underwriters and their U.S. Affiliates be satisfied as to the form and substance of such document.

6. Conditions of Closing

The Underwriters’ obligations under this Agreement to purchase the Offered Shares or any one of them are conditional upon (which conditions may be waived by the Underwriters in their sole discretion) and subject to:

• (1) Canadian Legal Opinion . The Underwriters receiving at the Closing Time on the Closing Date a legal opinion from Blake, Cassels & Graydon LLP, Canadian counsel to the Company, who may rely on, or alternatively provide directly to the Underwriters, the opinions of local counsel acceptable to counsel to the Underwriters, acting reasonably, as to the qualification of the Offered Shares for sale to the public 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 as to matters of fact on certificates of officers, public and exchange officials or of the Auditor or transfer agent of the Company, substantially to the effect set forth below:

• (a) the Company having been incorporated and existing under the laws of British Columbia;

• (b) the Company having the corporate capacity and power to own and lease its properties and assets and to conduct its business as it is currently being conducted;

• (c) the Company having the corporate capacity and power to execute and deliver this Agreement and to carry out the transactions contemplated hereby;

• (d) the authorized and issued share capital of the Company being as described in the Prospectus and any Supplementary Material;

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• (e) all necessary corporate actions having been taken by the Company to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder and thereunder;

• (f) this Agreement having been duly executed and delivered by the Company and constituting a legal, valid and binding obligation of, and enforceable against, the Company in accordance with its terms (subject to bankruptcy, insolvency or other laws affecting the rights of creditors generally, general equitable principles including the availability of equitable remedies and the qualification that no opinion need be expressed as to rights to indemnity or contribution);

• (g) the execution and delivery by the Company of this Agreement, the fulfillment of the terms hereof and thereof by the Company, and (i) the issue and grant of the Over-Allotment Option, and (ii) the issue, sale and delivery on the Closing Date of the Offered Shares (including any Additional Shares issued upon exercise of the Over-Allotment Option), as contemplated herein, not constituting or resulting in a breach of or a default under, and not creating a state of facts which, after notice or lapse of time or both, will constitute or result in a breach of, and will not conflict with, any of the terms, conditions or provisions of the articles or by-laws of the Company or any applicable laws of British Columbia and the federal laws of Canada;

• (h) all necessary corporate actions having been taken by the Company to authorize (i) the creation, issuance and grant of the Over-Allotment Option, and (ii) the creation, issuance and delivery of the Offered Shares (including any Additional Shares issued upon exercise of the OverAllotment Option);

• (i) Computershare Investor Services has been duly appointed by the Company as the registrar and transfer agent for the Common Shares;

• (j) all documents required to be filed or delivered by the Company and all proceedings required to be taken by the Company under Canadian Securities Laws having been filed or delivered and taken in order to grant the Over-Allotment Option and to qualify the distribution of the Offered Shares (including any Additional Shares issued upon exercise of the OverAllotment Option) in each of the Qualifying Jurisdictions through investment dealers or brokers registered under the applicable laws thereof who have complied with the relevant provisions thereof and no other documents will be required to be filed, proceedings taken, or approvals, permits, consents or authorizations obtained by the Company under Canadian Securities Laws to permit the trading in the Qualifying Jurisdictions of the Offered Shares, through registrants registered under Canadian Securities Laws or in circumstances in which there is an exemption from the registration requirements of such applicable laws;

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• (k) the Prospectus and, if applicable, any Supplementary Material, having been duly authorized and executed by the Company and all necessary corporate actions having been taken by the Company to authorize the filing thereof with the Securities Commissions in the Qualifying Jurisdictions;

• (l) the attributes of the Offered Shares conforming in all material respects to the description thereof in the Prospectus;

• (m) the Offered Shares (including any Additional Shares issued upon exercise of the Over-Allotment Option) having been approved for listing on the TSX subject only to the Standard Listing Conditions;

• (n) the Offered Shares (including any Additional Shares issued upon exercise of the Over-Allotment Option) having been validly issued by the Company as fully paid and non-assessable shares in the capital of the Company;

• (o) the form of the certificates representing the Common Shares having been approved by the directors of the Company and complying with the provisions of the British Columbia Business Corporations Act and in the case of certificates for Common Shares the articles and by-laws of the Company;

• (p) the Company being a reporting issuer (or the equivalent) under the Securities Laws of the Qualifying Jurisdictions and not being included on a list of defaulting reporting issuers maintained by any Securities Commission; and

• (q) the statements under the headings “Eligibility for Investment” and “Certain Canadian Federal Income Tax Considerations” in the Prospectus Supplement are accurate;

in a form and substance acceptable to the Underwriters and their counsel, acting reasonably.

• (2) United States Opinion. The Underwriters receiving at the Closing Time, a legal opinion from Paul, Weiss, Rifkind, Wharton & Garrison LLP, United States legal counsel to the Company, in a form and substance acceptable to the Underwriters, acting reasonably, that no registration under the U.S. Securities Act is required in connection with the initial resale of the Offered Shares by the Underwriters to purchasers in the United States through their U.S. Affiliates in compliance with this Agreement.

• (3) Subsidiary Opinions. The Underwriters receiving at the Closing Time on the Closing Date, a legal opinion from Blake, Cassels & Graydon LLP, Canadian counsel to the Company, as to the due incorporation and valid existence in good standing of the Material Subsidiary, its corporate power and capacity to own its

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assets and carry on its business, its authorized share capital and ownership of its issued share capital, in a form and substance acceptable to the Underwriters and their counsel, acting reasonably.

• (4) Title Opinion. The Underwriters receiving at the Closing Time on the Closing Date, a legal opinion from counsel to the Company, confirming the status of the Company’s mining leases, crown grants, and mineral claims relating to the Material Project in a form and substance acceptable to the Underwriters, acting reasonably.

• (5) Officer’s Certificate of the Company. The Underwriters having received at the Closing Time on the Closing Date, a certificate dated such date signed by the Chief Executive Officer and Chief Financial Officer of the Company or any other senior officer(s) of the Company as may be acceptable to the Underwriters in form and substance acceptable to the Underwriters with respect to:

• (a) the constating documents of the Company;

• (b) the resolutions of the directors of the Company relevant to the Offering, the grant of the Over-Allotment Option, the issue and sale of the Offered Shares, the authorization of this Agreement and the transactions contemplated hereunder; and

• (c) the incumbency and signatures of signing officers of the Company.

• (6) Certificates of Status. The Underwriters having received at the Closing Time on the Closing Date, certificates of status and/or compliance (or the equivalent), where issuable under applicable law, for the Company and the Material Subsidiary, each dated within two days of such date.

• (7) “Bring-Down” Comfort Letter. The Underwriters having received at the Closing Time on the Closing Date, a “bring down” comfort letter from the Auditor, addressed to the Underwriters and the directors of the Company, in form and substance acceptable to the Underwriters, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 3(4)(c) hereof.

• (8) Closing Certificate. The statements with respect to the matters described in Sections 6(8)(a) to 6(8)(e) below shall be true as of the Closing Time, and the Company shall have delivered to the Underwriters, at the Closing Time, a certificate dated the date on which such Closing Time occurs, addressed to the Underwriters and signed by the Chief Executive Officer and Chief Financial Officer of the Company, certifying for and on behalf of the Company, and not in their personal capacities, after having made due inquiries,

• (a) the Company has complied in all material respects with all the covenants and satisfied all the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to such Closing Time;

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• (b) no order, ruling or determination having the effect of ceasing the trading or suspending the sale in any securities of the Company or prohibiting the sale of the Offered Shares or any of the Company’s issued securities has been issued, and no proceeding for such purpose is pending or, to the knowledge of such officers, threatened;

• (c) subsequent to the date of this Agreement, there has been no change or development that has had a Material Adverse Effect, or that is reasonably expected to have a Material Adverse Effect, or no new material fact shall have come into existence, other than as disclosed in the Prospectus or any Supplementary Material, as the case may be;

• (d) no material change relating to the Company on a consolidated basis has occurred since the date of this Agreement other than as disclosed in the Prospectus or in any Supplementary Material; and

• (e) the representations and warranties of the Company in this Agreement and in any certificates of the Company delivered pursuant to or in connection with this Agreement, are true and correct in all respects as at the Closing Time, with the same force and effect as if made on and as at such Closing Time, except for such representations and warranties which are in respect of a specific date, in which case such representations and warranties shall be true and correct in all respects as of such date.

• (9) No Termination. The Underwriters not having exercised any rights of termination set forth in Section 15.

• (10) Final Receipt . The Final Receipt is still in full force and has not been rescinded, repealed, revoked or otherwise nullified by any Securities Commission or other governmental authority.

• (11) TSX Conditional Listing Approval. The Company receiving evidence that the Offered Shares have been conditionally approved for listing on the TSX, subject only to the Standard Listing Conditions.

• (12) Purchased Shares . The Company shall have delivered the definitive certificate or certificates, as the case may be, and/or effected an electronic deposit representing, in aggregate, the quantity of Purchased Shares so specified in Section 12(2) hereof.

• (13) Transfer Agent Certificate . The Underwriters shall have received at the Closing Time a certificate from Computershare Investor Services dated the Closing Date and signed by an authorized officer of Computershare Investor Services, confirming the issued share capital of the Company as at the end of the Business Day on the day prior to the Closing Date.

• (14) Lock-Up Agreements . The Company having delivered to the Underwriters, at the Closing Time on the Closing Date, executed agreements of the directors and

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officers of the Company in favour of the Underwriters as contemplated by Section 9(j).

• (15) Over-Allotment Closing Documentation. The several obligations of the Underwriters to purchase the Additional Shares, if any, hereunder are subject to the satisfaction of the conditions specified in, and delivery to the Co-Lead Underwriters on the Option Closing Date of the certificates dated the Option Closing Date substantially similar to the officer’s certificates referred to in Sections 6(5) and 6(8) above, and the delivery of the definitive certificate or certificates, as the case may be, and/or evidence of an electronic deposit representing, in aggregate, the Additional Shares and such other customary closing certificates and documents as the Co-Lead Underwriters, on behalf of the Underwriters, may reasonably request with respect to the good standing of the Company and other matters related to the sale and issuance of the Additional Shares.

7. Representations and Warranties of the Company

• (1) The Company hereby represents and warrants to the Underwriters, intending that the same may be relied upon by the Underwriters, that as at the date hereof and as at the Closing Time and the Option Closing Time, as applicable:

• (a) Good Standing of the Company. The Company has been duly incorporated and is validly existing under the laws of its jurisdiction of incorporation, and has all requisite corporate power and authority to carry on its business, as now conducted and as presently proposed to be conducted by it, and to own, lease and operate its properties and assets and to carry out the transactions contemplated by this Agreement. The Company is validly existing and in good standing (in respect of the filing of annual returns where required or other information filings under applicable corporations information legislation) in each jurisdiction of Canada in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business except where the failure to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect;

• (b) Subsidiaries. The Company’s only subsidiaries are the Material Subsidiary and the Immaterial Subsidiaries. The only subsidiary that is material to the Company and its business, assets, properties and operations is the Material Subsidiary. The Material Subsidiary is a corporation or company incorporated or established, organized and existing under the laws of the jurisdiction of its incorporation, is current and up-to-date with all material filings required to be made under the laws of its jurisdiction of incorporation and has the requisite corporate power and capacity to own, lease and operate its properties and to conduct its business as now carried on by it, and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business,

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except where the failure to be so would not have a Material Adverse Effect. All of the issued and outstanding shares in the capital of the Material Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable, and are directly or indirectly beneficially owned by the Company, free and clear of any Lien, except as disclosed in the Offering Documents or as set forth in the constating documents of the Material Subsidiary; and none of the outstanding shares of the capital stock of the Material Subsidiary was issued in violation of pre-emptive or similar rights of any security holder of such subsidiary. There exist no options, warrants, purchase rights, or other contracts or commitments that could require the Company to sell, transfer, encumber or otherwise dispose of any capital stock or assets of the Material Subsidiary;

• (c) No Bankruptcy. Neither the Company nor any of its subsidiaries has committed an act of bankruptcy or sought protection from the creditors thereof before any court or pursuant to any legislation, proposed a compromise or arrangement to the creditors thereof generally, taken any proceeding with respect to a compromise or arrangement, taken any proceeding to be declared bankrupt or wound up, taken any proceeding to have a receiver appointed of any of the assets thereof, had any Person holding any encumbrance, Lien, charge, hypothec, pledge, mortgage, title retention agreement or other security interest or receiver take possession of any of the property thereof, had an execution or distress become enforceable or levied upon any portion of the property thereof or to the knowledge of the Company had any petition for a receiving order in bankruptcy filed against it;

• (d) Minute Books . The corporate records and minute books of the Company and the Material Subsidiary that have been made available to the Underwriters’ counsel contain, in all material respects, complete and accurate minutes of all meetings of the directors and shareholders of such entity held since January 1, 2020, and originals or copies of all resolutions and by-laws duly passed or confirmed by the directors or shareholders of such entity other than at a meeting;

• (e) Base Shelf Eligibility. The Company is, on the dates of and upon filing of the Prospectus Supplement and any Supplementary Material will be, eligible to file a short form prospectus in accordance with NI 44-101 and a prospectus supplement in accordance with NI 44-102 in each of the Qualifying Jurisdictions and there are no documents required to be filed under Canadian Securities Laws in the Qualifying Jurisdictions in connection with the Offering that will not have been or be filed as required;

• (f) Documents Incorporated by Reference . The documents incorporated or deemed to be incorporated by reference in the Offering Documents, when they were filed with the Securities Commissions in each of the Qualifying Jurisdictions, conformed in all material respects to the requirements of the

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Canadian Securities Laws; and any further documents to be incorporated by reference in the Offering Documents prior to the completion of the distribution of the Offered Shares, when such documents are so filed, will conform in all material respects to the applicable requirements of the Canadian Securities Laws, and will not contain a misrepresentation within the meaning of Canadian Securities Laws or an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

• (g) No Material Adverse Change . Since January 1, 2020, other than as disclosed in the Offering Documents (i) there has not occurred any Material Adverse Effect and (ii) there has not been any material change in the capital stock or long-term debt of the Company and its subsidiaries on a consolidated basis;

• (h) Share Capital of the Company. The authorized capital of the Company consists of an unlimited number of Common Shares of which 278,323,751 Common Shares were issued and outstanding as of the close of business on April 1, 2021. None of the outstanding Common Shares were issued in violation of any pre-emptive rights, rights of first refusal, standstill or other similar rights to subscribe for or purchase securities of the Company created by law or the Company. Except as described in the Offering Documents, there are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for any Common Shares granted by the Company. No agreement to which the Company is a party or of which the Company is aware is in force or effect which in any manner affects the voting or control of any of the Common Shares;

• (i) Corporate Power. The Company has the corporate power and authority to enter into this Agreement and to do all acts and things and execute and deliver all documents as are required hereunder and thereunder to be done, observed, performed or executed and delivered by it in accordance with the terms hereof and thereof. The Company has the corporate power and authority to do all acts and things and execute and deliver all documents as are required to be done, observed, performed, executed or delivered in order to complete the transactions contemplated hereby;

• (j) Authorization. The Company has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement (including the execution and delivery of the Prospectus and any Supplementary Material and the filing of each of them with the Securities Commissions in the Qualifying Jurisdictions) and to authorize the completion of the transactions contemplated hereby;

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• (k) Authorization of Offered Shares.

• (i) The Offered Shares have been duly authorized for issuance and sale pursuant to this Agreement and will, upon payment of the consideration therefor, be validly issued by the Company as fully paid and non-assessable shares in the capital of the Company and will not have been issued in violation of any pre-emptive rights, rights of first refusal, standstill or other similar rights to subscribe for or purchase securities of the Company created by law or the Company;

• (ii) The Offered Shares, when issued and delivered against payment therefor as provided herein, will be free of any restriction upon the voting or transfer thereof pursuant to the Company’s articles or bylaws or any agreement to which the Company is a party;

• (l) Reporting Issuer. The Company is a reporting issuer in each of the Qualifying Jurisdictions and has complied in all material respects with all requirements under Canadian Securities Laws;

• (m) Description of Offered Shares. The description of the Offered Shares in the Offering Documents is complete and accurate in all material respects;

• (n) Qualified Investment . Upon satisfaction of the Standard Listing Conditions, the Offered Shares will be qualified investments under the Income Tax Act (Canada) for a trust governed by a registered retirement savings plan, a registered retirement income fund, a deferred profit sharing plan, a registered education savings plan, a registered disability savings plan and for a tax-free savings account;

• (o) Absence of Rights. Except as disclosed in the Offering Documents, no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option, for the issue or allotment of any unissued Common Shares or any other agreement or option, for the issue or allotment of any unissued Common Shares or any other security convertible into or exchangeable for any such shares or to require the Company to purchase, redeem or otherwise acquire any of the issued and outstanding Common Shares. There are no persons with registration or other similar rights to have any equity or debt securities registered or qualified for sale under the Prospectus or included in the Offering;

• (p) Company Financial Information. The Company Financial Information has been prepared in accordance with IFRS, consistently applied throughout the periods involved, and complies as to form in all material respects with the applicable accounting requirements of Applicable Securities Laws; such Company Financial Information presents fairly in all material respects the financial condition, financial performance and cash flows of

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the Company and the Material Subsidiary on a consolidated basis as at the dates and for the periods of such Company Financial Information; such Company Financial Information has been audited (in the case of the annual financial statements comprising the Company Financial Information) by independent public accountants within the meaning of Applicable Securities Laws and the rules of the Canadian Institute of Chartered Accountants. There are no material off-balance sheet transactions, arrangements or obligations (including contingent obligations) of the Company or any of its subsidiaries which are not reflected in the Company Financial Information;

• (q) Liabilities. Neither the Company nor the Material Subsidiary have any material liabilities, obligations, indebtedness or commitments, whether accrued, absolute, contingent or otherwise, including any guarantee of any debt, liability or other obligation of any kind whatsoever of any person, firm or corporation whatsoever; which are not disclosed or referred to in the Company Financial Information or the Offering Documents, other than liabilities, obligations, or indebtedness or commitments incurred in the normal course of business;

• (r) No Default. Neither the Company nor the Material Subsidiary is in breach or violation of, and the execution and delivery of this Agreement and the performance by the Company of its obligations hereunder and thereunder do not and will not result in any breach of, or constitute a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, would result in a breach of or constitute a default under, any term or provision of the articles, by-laws or resolutions of the Company or Material Subsidiary, as applicable, or any indenture, mortgage, note, contract, agreement (written or oral), instrument, lease or other document to which the Company or the Material Subsidiary is a party or by which any of them or any of the properties or assets (including the Material Project) is bound, or any judgment, decree, order, statute, rule or regulation of any court, governmental authority, arbitrator, stock exchange or securities regulatory authority applicable to the Company or the Material Subsidiary or any of the properties or assets (including the Material Project) currently owned, except such conflicts, breaches and defaults that would not reasonably be expected to have a Material Adverse Effect; and (b) the execution and delivery of this Agreement and the performance by the Company of its obligations hereunder do not and will not create a right for any other party to terminate, accelerate or in any way alter any other rights existing under any material indenture, mortgage, note, contract, agreement (written or oral), instrument, lease or other document to which the Company or the Material Subsidiary is a party or by which any of them or any of the properties or assets (including the Material Project therein) currently owned is bound;

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• (s) Independent Accountants. The Auditor that audited and/or reviewed the Company Financial Information is independent with respect to the Company within the meaning of applicable Canadian Securities Laws. There has never been any reportable event (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations ) with the Auditor, nor has there been any event which has led any of the Company’s current or former auditors to threaten to resign as auditors;

• (t) Accounting Controls. The Company and the Material Subsidiary maintain a system of internal control over financial reporting which is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS and National Instrument 52-109 – Certification of Disclosure in Issuer’s Annual and Interim Filings of the Canadian Securities Administrator (“ NI 52-109 ”). None of the Company or the Material Subsidiary are aware of any material weaknesses in their internal control over financial reporting that would be required to be disclosed in a certificate issued pursuant to NI 52-109 . The Company and its Material Subsidiary maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain accountability for assets; (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;

• (u) Compliance with Laws, Licenses and Permits. Except as disclosed in the Offering Documents, each of the Company and its Material Subsidiary have conducted and are conducting the business thereof in compliance in all material respects with all applicable laws, rules, regulations, tariffs, orders and directives of each jurisdiction in which it carries on business and possesses all material approvals, consents, certificates, registrations, authorizations, permits and licenses issued by the appropriate provincial, state, municipal, federal or other regulatory agency or body necessary to carry on the business currently carried on, or contemplated to be carried on by it (including without limitation the exploration of the Material Project), is in compliance in all material respects with the terms and conditions of all such approvals, consents, certificates, authorizations, permits and licenses and with all laws, regulations, tariffs, rules, orders and directives material to the operations and business thereof, and none of the Company nor the Material Subsidiary has received any notice of the modification, revocation or cancellation of, or any intention to modify, revoke or cancel or any proceeding relating to the modification, revocation or cancellation of any such approval, consent, certificate, authorization, permit or license. Except as disclosed in the Offering Documents, the

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Company is not aware of any legislation, or proposed legislation, which it reasonably expects will have a Material Adverse Effect;

• (v) Unlawful Payment. Neither the Company nor the Material Subsidiary nor, any director or officer or, to the knowledge of the Company any employee, agent or other person acting on behalf of the Company or the Material Subsidiary, has made any unlawful contribution or other payment to any official of, or candidate for, any federal, state, provincial or foreign office, or failed to disclose fully any contribution, or has taken any action, directly or indirectly, in violation of any corruption law, or made any payment to any foreign, Canadian, United States or provincial or state governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or permitted by applicable laws;

• (w) Money Laundering Laws . The operations of the Company and its subsidiaries are, and have been conducted at all times, in compliance with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Ac t (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental authority (collectively, the “ Money Laundering Laws ”) and no action, suit or proceeding by or before any court or governmental authority or any arbitrator involving the Company or any of its subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened;

• (x) Material Contracts. All of the material contracts and agreements of the Company and of the Material Subsidiary not made in the ordinary course of business (collectively the “ Material Contracts ”) have been disclosed in the Offering Documents and if required under Canadian Securities Laws have been filed, or will be filed concurrently with the Prospectus Supplement with the applicable Securities Commissions, and there are no amendments to the Material Contracts that have been proposed to be, or are required to be, made;

• (y) Insurance. The Company maintains policies of insurance in force as at the date hereof that adequately cover all those risks reasonably and prudently foreseeable in the current operation and conduct of its businesses which, having regard to the nature of such risk and the relative costs of obtaining insurance, it is reasonable to seek rather than to provide for self-insurance. The Company has no knowledge that it will not be able (i) to renew its existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct the business of the Company and the Material Subsidiary, taken as a whole as now conducted and at a cost that would

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not reasonably be expected to result in a Material Adverse Effect. The Company has not been denied any insurance coverage which it has sought or for which it has applied in the past two years;

• (z) Executive Compensation. The directors and officers of the Company and their compensation arrangements with the Company, whether as directors, officers or employees of the Company, are as disclosed in the Offering Documents;

• (aa) Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency, governmental instrumentality or body, domestic or foreign, now pending or, to the knowledge of the Company, threatened against or affecting the Company, the Material Subsidiary, any of their respective directors, officers or properties or assets (including the Material Project) currently owned, which: (i) has not been disclosed in writing to the Co-Lead Underwriters, on behalf of the Underwriters; and (ii) is required to be disclosed under Canadian Securities Laws in the Offering Documents and which is not so disclosed, or which if determined adversely, would have a Material Adverse Effect, or which if determined adversely would reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in this Agreement, or the performance by the Company of its obligations hereunder. No material labour dispute with the employees or independent contractors of the Company or the Material Subsidiary exists or, to the Company’s knowledge, is threatened or imminent;

• (bb) Consents and Approvals. None of the offering and sale of the Offered Shares, the execution and delivery of this Agreement or the compliance by the Company with the provisions of this Agreement require the consent, approval, or authorization, order or agreement of, or registration or qualification with, any governmental agency, body or authority, court, stock exchange, securities regulatory authority or other Person, except (i) such as has been obtained or will be obtained on or prior to the Closing Time, or (ii) such as may be required under the Securities Laws of the Offering Jurisdictions and the rules of the TSX and will be obtained by the Closing Date;

• (cc) Brokerage Fees. Other than the Underwriters or as disclosed in the Prospectus, there is no Person acting or, to the knowledge of the Company, purporting to act at the request of the Company, who is entitled to any brokerage or finder’s fees in connection with the Offering contemplated herein;

• (dd) Status in the U.S. The Company makes the representations, warranties and covenants applicable to it in Schedule “A” hereto and acknowledges that the terms and conditions of the representations, warranties and covenants of the parties contained in Schedule “A” form part of this Agreement;

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• (ee) Validity and Enforceability. This Agreement has been duly authorized, executed and delivered by the Company, and (assuming due execution and delivery by the other parties hereto and thereto) is a legal, valid and binding obligation of, and is enforceable against, the Company in accordance with its terms (subject to bankruptcy, insolvency or other laws affecting the rights of creditors generally, the availability of equitable remedies and the qualification that rights to indemnity and waiver of contribution may be contrary to public policy);

• (ff) Directors and Officers. Except as disclosed in the Offering Documents and to the knowledge of the Company, none of the directors or officers of the Company are now, or have been in the ten years prior to the date hereof, subject to an order or ruling of any securities regulatory authority or stock exchange prohibiting such individual from acting as a director or officer of a public company or of a company listed on a particular stock exchange;

• (gg) Non-Arm’s-Length Transactions. Except as disclosed in the Offering Documents, neither the Company nor the Material Subsidiary owes any amount to, nor has the Company or the Material Subsidiary made any present loans to, or borrowed any amount from, or is otherwise indebted to, any officer, director, employee or securityholder of any of them or any Person not dealing at “arm’s-length” (as such term is defined in the Income Tax Act (Canada)) with any of them except for usual employee reimbursements and compensation paid in the ordinary and normal course of the business of the Company or the Material Subsidiary. Except as disclosed in the Offering Documents and usual employee or consulting arrangements made in the ordinary and normal course of business, neither the Company nor the Material Subsidiary is a party to any material contract, agreement or understanding with any officer, director, employee or securityholder of any of them or any other Person not dealing at arm’slength with the Company and the Material Subsidiary;

• (hh) No Cease Trade Orders. No Securities Commission or any similar regulatory authority in any jurisdiction has issued any order which is currently outstanding preventing or suspending trading in any securities of the Company, no such proceeding is, to the knowledge of the Company, pending, contemplated or threatened, and the Company is not in default of any requirement of Canadian Securities Laws or U.S. Securities Laws;

• (ii) Technical Information. All technical information, including estimates of mineral resources and mineral reserves, set forth in the Offering Documents, including in any documents incorporated by reference therein relating to the Material Project has been reviewed by a “qualified person” as required under NI 43-101, and all such information has been prepared in accordance with Canadian industry standards set forth in NI 43-101 and supported by the Technical Report, and the information upon which the estimates of resources and reserves were based, was complete and

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accurate in all material respects at the time such estimates were prepared, and there have been no material changes to such information since the date of the applicable Technical Report. The Company has filed with the Securities Commissions all technical reports required to be filed by it under NI 43-101, and the Technical Report is a “current technical report” for purposes of NI 43-101. The Material Project is the only “material property” of the Company for the purposes of NI 43-101 and all material information with respect thereto is completely and accurately described in the Prospectus;

• (jj) Property Title . Except as disclosed in the Technical Report and the Prospectus, the Company or the Material Subsidiary are the absolute legal and beneficial owners of, and have good and marketable title to, the Material Project, free of all mortgages, Liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever, and hold either freehold or patented title, mining leases, mining concessions, mining claims, mining applications or participating interests or other conventional property or proprietary interests or rights (collectively, the “ Property Rights ”), recognized in British Columbia in respect of the ore bodies and minerals located in the Material Project as described in all material respects in the Prospectus and the Technical Report, under valid, existing and enforceable documents or recognized and enforceable agreements or instruments, sufficient to permit the Company to explore for the minerals relating thereto, and the Property Rights for the Material Project in which the Company has an interest or right have been validly located and recorded in accordance with all applicable laws and are valid and in good standing. Except as disclosed in the Technical Report, the Company and the Material Subsidiary have the necessary surface rights, access rights, authorizations and other necessary rights and interests relating to the Material Project granting the Company or the Material Subsidiary, as applicable, the right and ability to explore for minerals, ore and metals for development purposes as are appropriate in view of the rights and interest therein of the Company, with only such exceptions as do not materially interfere with the use made by the Company and the Material Subsidiary of the rights or interest so held, and each of the proprietary interests or rights and each of the documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in the name of the Company or the Material Subsidiary. The Property Rights in respect of the Properties as disclosed in the Prospectus constitute a description of all material Property Rights held by the Company and the Material Subsidiary;

• (kk) Sufficiency of Mineral Property Rights . The Property Rights of the Company and the Material Subsidiary, as disclosed in the Prospectus, are accurately described and no other property or assets are necessary for the conduct of the business of the Company as currently conducted, except as disclosed in the Offering Documents and the Company’s continuous

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disclosure filings on SEDAR, and, except as disclosed in the Offering Documents and the Company’s continuous disclosure filings on SEDAR, the Company does not know of any claim or the basis for any claim that could reasonably be expected to materially and adversely affect the right of the Company to use, transfer or otherwise explore for mineral deposits on such Properties;

• (ll) Agreements to Title . Any and all of the agreements and other documents and instruments pursuant to which the Company or the Material Subsidiary hold an interest in the Material Project (including any interest in, or right to earn an interest in the Material Project) are valid agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof, the Company and the Material Subsidiary are not in default of any of the material provisions of any such agreements, documents or instruments nor, to the knowledge of the Company, has any such default been alleged, and such interests are in good standing in all material respects under the applicable statutes and regulations of the jurisdictions in which they are situated. The Material Project (or any interest therein, or right to earn an interest therein) is not subject to any right of first refusal or purchase or acquisition right;

• (mm) Environmental Laws and Matters. Except as described in the Offering Documents: (a) neither the Company nor the Material Subsidiary is in violation of any federal, provincial, state, local, municipal or foreign statute, law, rule, regulation, ordinance, code, policy or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, relating to the protection of the environment, occupational health and safety or the processing of pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substance (collectively, “ Hazardous Materials ”) or to the use, treatment, storage, disposal, discharge, transport or handling of any Hazardous Materials (collectively, “ Environmental Laws ”), except where such violations would not have a Material Adverse Effect; (b) the Company and the Material Subsidiary have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, except where the failure to have such permits, authorizations and approvals would not have a Material Adverse Effect; (c) there are no pending or, to the knowledge of the Company, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, Liens, notices of non-compliance or violation, investigation or proceedings relating to any Environmental Laws against the Company or the Material Subsidiary, which if determined adversely, would reasonably be expected to have a Material Adverse Effect; and (d) neither the Company nor the Material Subsidiary has received any notice, complaint, correspondence or document from any local group or non- governmental organization with respect to environmental matters at the Material Project which could materially and

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adversely affect current plans for the exploration and development of such projects;

• (nn) Title to Real Property. At the Closing Time, all of the material leases, subleases and agreements in real property (other than mining claims, mineral or exploration concessions and other mineral property rights material to the business of the Company, considered on a consolidated basis, and under which the Company or the Material Subsidiary has an interest as described in the Offering Documents), are in full force and effect, and neither the Company nor the Material Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or the Material Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Material Subsidiary to the continued possession of the property under any such lease, sublease, or agreement;

• (oo) First Nations Claims . Other than pursuant to the benefits agreement entered into between the Company and Nisga’a Nation on April 10, 2019 (the “ Benefits Agreement ”), and the matters disclosed therein, respectively, neither the Company nor the Material Subsidiary has received notice of any claims, assertions or demands, whether proven or unproven, by any First nations, Métis and/or indigenous and/or aboriginal person(s), tribe(s) and/or band(s) of Canada or a governmental authority, or any representatives thereof, in respect of asserted or proven aboriginal rights, aboriginal title, treaty rights or any other aboriginal interest in or to all or any portion of the Material Project, and, to the knowledge of the Company, there are no such current, pending, threatened or imminent claims affecting the Material Project. Other than pursuant to the Benefits Agreement, neither the Company nor the Material Subsidiary has entered into any written or oral agreements with First Nations to provide any material benefits, pecuniary or otherwise, with respect to any projects on the Material Project at any stage of development and the Company has not offered First Nations any material benefits with respect to any projects on the Material Project at any stage of development;

• (pp) Royalties. Neither the Company nor the Material Subsidiary has any responsibility or obligation to pay or have paid on its behalf any material commission, royalty or similar payment to any person with respect to its Property Rights other than as disclosed in the Technical Report;

• (qq) Public Health Emergency. Except as mandated by a governmental authority, which mandates have not materially affected the Company and the Material Subsidiary, as at the date of this Agreement, there has been no closure, suspension or disruption to, the operations or workforce productivity of the Company and the Material Subsidiary as a result of the novel coronavirus (COVID-19) outbreak and resulting public health emergency. The Company has been monitoring the COVID-19 public

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health emergency and the potential impact at all of its operations and has put appropriate control measures in place to ensure the health and safety of all of its employees and surrounding communities where the Company and the Material Subsidiary operate while continuing to operate;

• (rr) Employment Standards, Human Rights Legislation . There are no outstanding complaints against the Company or the Material Subsidiary before any government employment standards branch, tribunal or human rights tribunal, nor, to the knowledge of the Company, are there any threatened material complaints or any occurrence that may reasonably be expected to lead to a material complaint, in each case under any human rights legislation or employment standards legislation. Except as disclosed in the Offering Documents, there are no outstanding decisions or settlements or pending settlements under any employment standards legislation that place any obligation upon the Company or the Material Subsidiary to do or to refrain from doing any act. Neither the Company nor the Material Subsidiary is delinquent in any material respect in payments to any of its employees, consultants or independent contractors for any wages, salaries, commissions, bonuses or other direct compensation for any service performed for it or amounts required to be reimbursed to such employees, consultants or independent contractors, and all such amounts have been properly accrued in the books and records of the Company and the Material Subsidiary. The Company and the Material Subsidiary are in compliance in all material respects with all applicable laws related to employment, including those related to wages, hours and the payment and withholding of taxes and other sums as required by law and has not and is not engaged in any unfair labour practice;

• (ss) Employee Benefit Laws . Neither the Company nor the Material Subsidiary is in violation of, nor has it received notice of any violation with respect to any federal, provincial, or state law relating to discrimination in the hiring, promotion or pay of employees, nor any applicable federal, provincial or state wages and hours law, nor any state law precluding the denial of credit due to the neighborhood in which a property is situated, the violation of any of which could reasonably be expected to have a Material Adverse Effect;

• (tt) Tax Law Compliance . The Company and each of its subsidiaries has filed Canadian and United States federal, and all other foreign, provincial, state, local or other tax returns, reports, elections, required by applicable law to be filed by it or has properly requested extensions thereof, and are true, complete and correct, other than those tax returns, reports or elections where the failure to file would not result in a Material Adverse Effect, and has paid, withheld, collected, and remitted all taxes and any similar assessment, including interest and penalties applicable thereto, that are due and payable by it, other than those being contested in good faith and by appropriate proceedings, those as to which adequate reserves have been

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provided or those where failure to pay would not, individually or in the aggregate, result in a Material Adverse Effect. To the knowledge of the Company, there are no examinations of any tax return of the Company or the Material Subsidiary currently in progress and there are no issues or disputes outstanding with any governmental authority respecting any taxes that have been paid, or may be payable, by the Company or any of its Subsidiaries.

• (uu) Significant or Probable Acquisition .

• (i) Neither the Company nor any of its subsidiaries has completed any “significant acquisition”, “significant disposition” nor is it proposing any “probable acquisitions” (as such terms are used in National Instrument 44-101 – Short Form Prospectus Distributions and National Instrument 51-102 – Continuous Disclosure Obligations ) that would require the inclusion of any additional financial statements or any pro forma financial statements in the Offering Documents pursuant to Canadian Securities Laws of the Qualifying Jurisdictions.

• (ii) Neither the Company nor any of its subsidiaries has entered into any agreement or arrangement in respect of a transaction that would be a “significant acquisition” for purposes of Part 8 of National Instrument 51-102 – Continuous Disclosure Obligations if completed as of the date of the Offering Documents;

• (vv) No Dispositions . Except as disclosed to the Underwriters or as disclosed in the Offering Documents, none of the Company or any subsidiary has approved, is contemplating, has entered into any agreement in respect of, or has knowledge of, as applicable:

• (i) the sale, transfer or other disposition of the Material Project, any assets or any interest therein currently owned, directly or indirectly, by the Company or the Material Subsidiary whether by asset sale, transfer of shares or otherwise; or

• (ii) the change of control (by sale or transfer of shares or sale of all or substantially all of the property and assets of the Company or the Material Subsidiary or otherwise) of the Company or the Material Subsidiary;

• (ww) Stock Exchange Listing. The Common Shares are listed for trading on the TSX and the Company is in compliance in all material respects with the current listing requirements of the TSX;

• (xx) Transfer Agent and Registrar. Computershare Investor Services at its principal office in Vancouver, British Columbia, has been duly appointed as the transfer agent and registrar for the Common Shares;

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• (yy) Forward-Looking Information or Statements . Any “forward-looking information” (within the meaning of the Canadian Securities Laws) included or incorporated by reference in the Offering Documents, if any, has been made or reaffirmed (to the extent not modified or superseded) with a reasonable basis;

• (zz) National Instrument 33-105 – Underwriting Conflicts. Other than as disclosed in the Offering Documents, to its knowledge, the Company is not a “related issuer” or “connected issuer” (as those terms are defined in section 1.1 of National Instrument 33-105 – Underwriting Conflicts ) of any registrant involved in a trade of the Offered Shares;

• (aaa) Public Disclosure Record. As of the date hereof, (a) no material changes relating to the Company or its Material Subsidiary, or their respective businesses, have occurred since December 31, 2019 which have not been publicly disclosed in the Company’s continuous disclosure filings on SEDAR, (b) no confidential material change report has been filed that remains confidential at the date hereof, and (c) the Company is in compliance in all material respects with its timely and continuous disclosure obligations under applicable Canadian Securities Laws and U.S. Securities Laws, and, except as may have been corrected by subsequent disclosure, the documents required to be filed by it do not contain a misrepresentation or contain an untrue statement of a material fact, or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made; and

• (bbb) Material Facts . The Company has not withheld from the Underwriters any material facts relating to the Company, any of its subsidiaries or the Offering, and the information supplied by the Company to the Underwriters and their Counsel in connection with the due diligence conducted by them including information provided at due diligence sessions, was, to the knowledge of the Company, true and accurate in all material respects and not misleading and all expressions of opinion and expectation therein contained are honestly and fairly based and such replies have been prepared or approved by persons having appropriate knowledge and responsibility to enable them properly to provide such replies and all such replies have been given in good faith.

8. Representations and Warranties of the Underwriters

• (1) Each Underwriter hereby severally, and not jointly, nor jointly and severally, represents and warrants that:

• (a) it is, and will remain so, until the completion of the Offering, appropriately registered under applicable Canadian Securities Laws so as to permit it to lawfully fulfill its obligations hereunder; and

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• (b) it has all requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated under this Agreement on the terms and conditions set forth herein.

• (2) Each Underwriter makes the representations, warranties and covenants applicable to it in Schedule “A” hereto and acknowledges that the terms and conditions of the representations, warranties and covenants of the parties contained in Schedule “A” form a part of this Agreement.

• (3) The representations and warranties of each of the Underwriters contained in this Agreement shall be true at the Closing Time as though they were made at the Closing Time and they shall not survive the completion of the transactions contemplated under this Agreement but shall terminate on the completion of the distribution of the Offered Shares.

9. Additional Covenants of the Company

In addition to any other covenant of the Company set forth in this Agreement, the Company covenants with the Underwriters that:

• (a) Stock Exchange Listings. The Company will use its best efforts to obtain the conditional listing of the Offered Shares on the TSX by the Closing Time, subject only to the Standard Listing Conditions, and the Company shall thereafter, fulfill the Standard Listing Conditions within the time period prescribed by the TSX;

• (b) Other Filings. The Company will make all necessary filings, obtain all necessary regulatory consents and approvals (if any) and the Company will pay all filing fees required to be paid in connection with the transactions contemplated in this Agreement;

• (c) Press Releases. Subject to compliance with applicable law, any press release of the Company relating to the Offering will be provided in advance to the Co-Lead Underwriters on behalf of the Underwriters, and the Company will agree to the form and substance thereof with the CoLead Underwriters on behalf of the Underwriters, prior to the release thereof, and any press release shall include the following legend: “Not for distribution to U.S. news wire services or dissemination in the United States” , as well as any other legend required by Rule 135e under the U.S. Securities Act;

• (d) Use of Proceeds. The Company shall use the net proceeds from the purchase and sale of the Offered Shares in accordance with the descriptions set forth under the heading “Use of Proceeds” in the Prospectus Supplement or in any Supplementary Material;

• (e) Corporate Existence . The Company will use its commercially reasonable efforts to remain, and to cause the Material Subsidiary to remain, a

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corporation validly subsisting under the laws of its jurisdiction of incorporation or amalgamation, and to be duly licensed, registered or qualified as an extra-provincial or foreign corporation or entity in all jurisdictions where the character of its properties owned or leased or the nature of the activities conducted by it make such licensing, registration or qualification necessary and to carry on its business in the ordinary course and in compliance in all material respects with all applicable laws of each such jurisdiction; provided that the Company shall not be required to comply with this Section following the completion of a merger, amalgamation, arrangement, business combination or take-over bid pursuant to which the Company ceases to be a “reporting issuer” or ceases to be a “public company” (within the meaning of the British Columbia Business Corporations Act );

• (f) Continued Listing . The Company will use its commercially reasonable efforts (including, without limitation, making application to the Securities Commissions of each Qualifying Jurisdiction for all consents, orders and approvals necessary) to maintain the listing of the Common Shares on the TSX or another recognized stock exchange or quotation system and to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of Canadian Securities Laws of each of the Qualifying Jurisdictions which have such a concept and will comply with all of its obligations under applicable laws in all material respects; provided that (i) the foregoing is subject to the obligations of the directors to comply with their fiduciary duties to the Company, (ii) the shareholders of the Company may authorize any of the foregoing matters at any time without regard to this Agreement and (iii) the Company shall not be required to comply with this Section following the completion of a merger, amalgamation, arrangement, business combination or take-over bid pursuant to which the Company may cease to be a “reporting issuer” or cease to be a “public company” (within the meaning of the British Columbia Business Corporations Act );

• (g) Trading . The Company will not, at any time prior to the Closing, halt the trading of the Common Shares on the TSX without the prior consent of the Co-Lead Underwriters;

• (h) Breach . The Company will forthwith notify the Underwriters of any breach of any material covenant of this Agreement by the Company or upon it becoming aware that any representation or warranty of the Company contained in this Agreement is or has become untrue or inaccurate in any material respect;

• (i) Blackout Period. Without the prior written consent of the Co-Lead Underwriters, such consent not to be unreasonably withheld, for a period beginning on the date of this Agreement and ending 90 days after the Closing Date (but providing closing of the Offering occurs), the Company will not, directly or indirectly, issue for sale or resale or otherwise dispose

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of, or announce any intention to do so, in a public offering, by way of private placement or otherwise, any Common Shares or financial instruments or securities convertible into or exercisable or exchangeable for Common Shares, except pursuant to: (A) rights or obligations under securities or instruments outstanding; (B) grants of deferred share units to directors of the Company in the normal course pursuant to the Company’s equity compensation plans; (C) certain equity financing activities on a flow-through basis on substantially the terms disclosed to the Underwriters; or (D) the Offering, including the Over-Allotment Option;

• (j) Lock-Up Agreements. It shall be a condition of closing of the Offering in favour of the Underwriters that each of the directors and officers of the Company shall agree, in a lock-up agreement in customary form to be agreed to be between the Company and the Underwriters to be executed concurrently with the closing of the Offering, that in consideration of the benefit that the Offering will confer upon such persons that for a period of 90 days following the Closing Date, each such director and officer will not directly or indirectly, offer, sell, contract to sell, grant any option to purchase, make any short sale, or otherwise dispose of, or transfer, or announce any intention to do so, any Common Shares or securities exchangeable or convertible into Common Shares, whether now owned or acquired after the date hereof, owned, directly or indirectly, or under such person’s control or direction, or with respect to which such person has beneficial ownership, or enter into any transaction or arrangement that has the effect of transferring, in whole or in part, any of the economic consequences of ownership of Common Shares, whether such transaction is settled by the delivery of Common Shares, other securities, cash or otherwise without the prior written consent of the Co-Lead Underwriters, such consent not to be unreasonably withheld, provided that the foregoing restrictions shall not apply in respect of transfers made pursuant to a takeover bid or any other similar transaction made generally to all of the shareholders of the Company.

10. Marketing Materials

• (1) Each of the Company and the Underwriters have approved the term sheet (the “ Marketing Materials ”) in respect of the Offering attached to the Bid Letter, including any template version thereof. The Company has filed the Marketing Materials with the Securities Commissions before such Marketing Materials were first provided to potential purchasers of Offered Shares and the Company and the Underwriters have agreed that the Marketing Materials will be incorporated by reference into the Prospectus.

• (2) During the distribution of the Offered Shares, other than the Offering Documents and the Marketing Materials, (i) the Company and the Underwriters shall not provide any potential investor with any materials or information in relation to the distribution of the Offered Shares; and (ii) the Underwriters shall not provide any potential investor with any materials or information that could constitute

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“marketing materials” (as defined in NI 41-101) in relation to the distribution of the Offered Shares other than standard term sheets or provided such “marketing materials” have been approved by the Company and the Underwriters and filed in accordance with this Section.

• (3) Until the Closing or termination of this Agreement, the Company and the CoLead Underwriters shall approve in writing (prior to such time that “marketing materials” are first provided to potential investors) any “marketing materials” (as defined in NI 41-101) (and amendments thereto) reasonably requested to be provided by the Underwriters to any potential investor for Offered Shares, such “marketing materials” to comply with Canadian Securities Laws. The Company shall file a template version of such “marketing materials” with the Securities Commissions as soon as reasonably practicable after such “marketing materials” are so approved in writing by the Company and the Co-Lead Underwriters, on behalf of the Underwriters, and in any event on or before the day the “marketing materials” are first provided to any potential investor of Offered Shares, and such filing shall constitute the Underwriters’ authority to use such “marketing materials” in connection with the Offering. The Underwriters and the Company covenant and agree to comply with Canadian Securities Laws in connection with the provision of “marketing materials” to potential investors.

11. Covenants of the Underwriters

• (1) The Underwriters, on a several and not joint or joint and several basis, hereby covenant and agree with the Company as follows:

• (a) Offering Jurisdictions and Offering Price. During the period of distribution of the Offered Shares by or through the Underwriters, the Underwriters will offer and sell Offered Shares to the public only in the Qualifying Jurisdictions directly and through other duly registered investment dealers and brokers (the Underwriters, together with such other investment dealers and brokers, are referred to herein as the “ Selling Firms ”), upon the terms and conditions set forth in the Prospectus Supplement and in this Agreement. The Underwriters may also offer and sell the Offered Shares in the United States, and to or for the account of U.S. Persons and persons in the United States, as described in Schedule “A” hereto, or outside of Canada and the United States in a manner which is exempt from the prospectus and registration requirements of any such jurisdiction. The Underwriters will use reasonable efforts to re-sell the Offered Shares at the Issue Price, and if any such securities remain unsold after such reasonable efforts, the Underwriters may sell such securities at such lower price as is permitted under applicable law. For the purposes of this Section 11(1)(a), the Underwriters shall be entitled to assume that the Offered Shares are qualified for distribution in the Qualifying Jurisdictions. The Company grants all of the rights and benefits of this Agreement to any Selling Firm and appoints the Co-Lead Underwriters as trustees of such rights and benefits for all such investment dealers, and the

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Co-Lead Underwriters hereby accept such trust and agree to hold such rights and benefits for and on behalf of all such Selling Firms;

• (b) Compliance with Securities Laws. The Underwriters will (and will cause the Selling Firms to) comply with Applicable Securities Laws and other securities laws applicable to the Underwriters in connection with the distribution of the Offered Shares;

• (c) U.S. Offers and Sales. The Underwriters will comply with the obligations applicable to them set out in Schedule “A” to this Agreement; and

• (d) Completion of Distribution. The Underwriters will notify the Company when, in the Underwriters’ opinion, the Underwriters have ceased the distribution of the Offered Shares, and, within 30 days after completion of the distribution, will provide the Company, in writing, with a breakdown of the number of Offered Shares distributed in each of the Qualifying Jurisdictions where that breakdown is required by a Securities Commission for the purpose of calculating fees payable to, or making filings with, that Securities Commission.

• (2) Liability on Default. No Underwriter shall be liable to the Company under this Section 11 with respect to a default by any of the other Underwriters or another Underwriter’s U.S. Affiliate, as the case may be, or for any default resulting from the Company’s failure to comply with Applicable Securities Laws.

12. Closing

• (1) Location of Closing. The purchase and sale of the Offered Shares (including Additional Shares) will be completed through electronic means or at the offices of Blake, Cassels & Graydon LLP in Vancouver, British Columbia at the Closing Time or the Option Closing Time, as the case may be.

• (2) Certificates. Subject to the terms and conditions contained in this Agreement, the Company shall deliver to the Underwriters, or as the Underwriters may direct,

• (a) at the Closing Time, the Purchased Shares in electronic or certificated form;

• (b) at the Option Closing Time, the Additional Shares in electronic or certificated form;

in each case registered in the name of “ CDS & Co. ” or in such other name or names as the Underwriters may notify the Company in writing not less than 24 hours prior to the Closing Time or the Option Closing Time, as the case may be, for deposit into the electronic non-certificated book based system for clearing, depository and entitlement services operated by CDS, against payment of the aggregate Issue Price for all such securities by wire transfer on the Closing Date or any Option Closing Date, as the case may be, payable to the Company. The

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Company will, at the Closing Time or the Option Closing Time, as the case may be, and upon such payment of the aggregate Issue Price to the Company, make payment in full of the Underwriting Fee which shall be made by the Company directing the Underwriters to withhold the Underwriting Fee from the payment of the aggregate Issue Price.

• (3) Transfer Agent Fees. The Company shall pay all fees and expenses payable to or incurred by the Company’s transfer agent in connection with the preparation, delivery and certification of the definitive share certificates contemplated by this Section 12 and the fees and expenses payable to or incurred by such transfer agent in connection with such additional transfers required in the course of the distribution of the Offered Shares.

13. Over-Allotment Option

• (1) The Company hereby grants to the Underwriters, in the respective percentages set out in Section 18 of this Agreement, the Over-Allotment Option to purchase the Additional Shares at the Issue Price. The Over-Allotment Option may be exercised in whole or in part and from time to time at any time not later than the 30[th] day after the Closing Date. The Over-Allotment may be exercised by the CoLead Underwriters, on behalf of the Underwriters, by delivering to the Company written notice of exercise, setting out the number of Additional Shares to be purchased by the Underwriters and the date on which such Additional Shares are to be purchased (the “ Option Closing Date ”). Such date may be the same as the Closing Date but not earlier than the Closing Date and shall be at least two Business Days, but not more than five Business Days, after the date on which the notice of exercise is delivered to the Company. Upon furnishing such notice, the Underwriters will severally (and not jointly nor jointly and severally) be committed to purchase on the Option Closing Date in the respective percentages set out in Section 18 of this Agreement and the Company will be committed to issue and sell, in accordance with and subject to the provisions of this Agreement, the number of Additional Shares indicated in the notice.

• (2) In the event that the Over-Allotment Option is exercised by the Underwriters and any of the Additional Shares are purchased by the Underwriters, the closing shall be made at the offices mentioned in Section 12 above, or at such other place as shall be agreed upon by the Underwriters and the Company, on the Option Closing Date, in accordance with the procedures set forth in Section 12 above.

• (3) In the event that the Company shall subdivide, consolidate, reclassify or otherwise change its Common Shares during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the exercise price and to the number of Additional Shares issuable on exercise thereof such that the Underwriters are entitled to arrange for the sale of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such Over-Allotment Option immediately prior to such subdivision, consolidation, reclassification or change.

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14. Compensation of the Underwriters

• (1) Underwriting Fee on Purchased Shares. The Company shall pay to the Underwriters at the Closing Time the Underwriting Fee pursuant to the terms of this Agreement.

• (2) Underwriting Fee on Additional Shares. The Company shall pay to the Underwriters at the Option Closing Time the Underwriting Fee, if any, pursuant to the terms of this Agreement.

15. Termination Rights

• (1) The Company shall use its commercially reasonable efforts to cause all conditions in this Agreement to be satisfied. Except as otherwise provided herein, all terms and conditions set out herein shall be construed as conditions and any breach or failure by the Company to comply with any material conditions in favour of the Underwriters shall entitle the Underwriters to terminate in accordance with this Section 15. It is understood that each Underwriter may waive in whole or in part, or extend the time for compliance with any of such terms and conditions without prejudice to its rights in respect of any subsequent breach, provided that any such waiver or extension must be in writing.

• (2) In addition to any other remedies which may be available to the Underwriters in respect of any default, act or failure to act, or non-compliance with the terms of this Agreement by the Company, any Underwriter shall be entitled, at such Underwriter’s option, to terminate and cancel, without any liability on such Underwriter’s part, such Underwriter’s obligations under this Agreement to purchase the Purchased Shares or the Additional Shares, if applicable, at or at any time prior to the Closing Time or Option Closing Time, as applicable, if:

• (a) (i) any inquiry, action, suit, investigation or other proceeding (whether formal or informal) is commenced, announced or threatened or any order is made or issued under or pursuant to any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality (including, without limitation, TSX or any securities regulatory authority), (ii) there is a change in any law, rule or regulation, or the interpretation or administration thereof, or (iii) an order shall have been made or threatened to cease or suspend trading in the Common Shares by any securities regulatory authority or similar regulatory or judicial authority or TSX, which, in the reasonable opinion of the Underwriters, operates to prevent, restrict or otherwise materially adversely affect the distribution or trading of the Common Shares or any other securities of the Company;

• (b) there shall occur any material change, actual, anticipated or threatened, or any change in a material fact, or there shall exist or be discovered any change in any material fact which in the reasonable opinion of the

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Underwriters has or could reasonably be expected to have a significant effect on the market price or value of the Common Shares;

• (c) there should develop, occur or come into effect or existence any event, action, state or condition or any action, law, regulation, inquiry or other occurrence, including, without limitation, terrorism, accident or major financial, political or economic occurrence of national or international consequence, including any action, government, law, regulation, inquiry or other occurrence of any nature, which, in the reasonable opinion of the Underwriters, materially adversely affects or involves, or may materially adversely affect or involve, the financial markets in Canada or the U.S. or the business, operations or affairs of the Company, or the market price or value of the Common Shares; or

• (d) the Company is in breach of any material term, condition or covenant of this Agreement or any representation or warranty given by the Company in this Agreement is false in any material respect or the Company is in breach of, default under, non-compliance or alleged non-compliance of any material requirements of applicable securities laws, including any rules or regulations of the TSX.

• (3) The rights of termination contained in this section may be exercised by any Underwriter giving written notice thereof to the Company and the other Underwriters at any time prior to the Closing Time or the Option Closing Time, as applicable, and are in addition to any other rights or remedies any of the Underwriters may have in respect of any default, act or failure to act or noncompliance by the Company in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination, there shall be no further liability or obligation on the part of such Underwriter to the Company or on the part of the Company to the Underwriter except in respect of any liability or obligation under any of Section 16 and Section 17, which will remain in full force and effect.

16. Indemnity

• (1) The Company covenants and agrees to indemnify and save harmless the Underwriters, their affiliates and their respective directors, officers, employees, partners, agents and advisors (collectively, the “ Indemnified Parties ” and individually, an “ Indemnified Party ”) from and against any and all losses, claims, actions, suits, proceedings, damages, liabilities or expenses of whatsoever nature or kind (excluding loss of profits), including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims and the reasonable fees, disbursements and taxes of their counsel in connection with any action, suit, proceeding, investigation or claim that may be made or threatened against any Indemnified Party or in enforcing this indemnity (each a “ Claim ” and, collectively, the “ Claims ”) to which an Indemnified Party may become subject or otherwise involved in any capacity insofar as the Claims relate

• 42 -

to, are caused by, result from, arise out of or are based upon, directly or indirectly, the transactions contemplated by this Agreement, including, without limitation:

• (a) that any of the Offering Documents, or any certificate of the Company delivered hereunder, contain or are alleged to contain a misrepresentation or any misstatement of a material fact or any omission or alleged omission to state in the Offering Documents any material fact or information (except for any information and statements relating solely to the Underwriters and furnished by them specifically for use in the Offering Documents) required to be stated in the Offering Documents or necessary to make any of the statements therein not misleading in light of the circumstances in which they were made;

• (b) the omission or alleged omission to state in any certificate of the Company or of any officers of the Company delivered in connection with the Offering any material fact (except for information and statements relating solely to the Underwriters and furnished by them specifically for use in such documents) required to be stated therein where such omission or alleged omission constitutes or is alleged to constitute a misrepresentation;

• (c) any order made, or inquiry, investigation or proceeding commenced or threatened by any securities regulatory authority, stock exchange or other competent authority based upon any misrepresentation, alleged misrepresentation, untrue statement or omission or alleged untrue statement or omission in the Offering Documents, (except for information and statements relating solely to the Underwriters and furnished by them specifically for use in such documents) based on any failure or alleged failure to comply with Applicable Securities Laws (other than any failure or alleged failure to comply by the Underwriters) that prevents or restricts the trading in any of the Company’s securities or the distribution or distribution to the public, as the case may be, of any of the Offered Shares in any of the Qualifying Jurisdictions;

• (d) the non-compliance or alleged non-compliance by the Company with any material law or stock exchange requirements in connection with the transactions herein contemplated including the Company’s noncompliance with any statutory requirement to make any document available for inspection; or

• (e) any material breach of a representation, warranty or covenant of the Company contained in this Agreement or the failure of the Company to comply with any of its obligations hereunder;

whether performed before or after the Company's execution of this Agreement and to reimburse each Indemnified Party forthwith, upon demand, for any legal or other expenses reasonably incurred by such Indemnified Party in connection with any Claim.

• 43 -

• (2) If and to the extent that a court of competent jurisdiction, in a final nonappealable judgment in a proceeding in which an Indemnified Party is named as a party, determines that a Claim was caused by or resulted from an Indemnified Party’s gross negligence, fraudulent act or willful misconduct, this indemnity shall cease to apply to such Indemnified Party in respect of such Claim and such Indemnified Party shall reimburse any funds advanced by the Company to such Indemnified Party pursuant to this indemnity in respect of such Claim. The Company agrees to waive any right the Company might have of first requiring an Indemnified Party to proceed against or enforce any other right, power, remedy or security or claim payment from any other person before claiming under this indemnity.

• (3) If any Claim is brought against an Indemnified Party or an Indemnified Party has received notice of the commencement of any investigation in respect of which indemnity may be sought against the Company, the Indemnified Party will give the Company prompt written notice of any such Claim of which the Indemnified Party has knowledge and the Company will undertake the investigation and defence thereof on behalf of the Indemnified Party, including the prompt employment of counsel acceptable to the Indemnified Parties affected and the payment of all expenses. Failure by the Indemnified Party to so notify shall not relieve the Company of its obligation of indemnification hereunder unless (and only to the extent that) such failure results in forfeiture by the Company of substantive rights or defences.

• (4) No admission of liability and no settlement, compromise or termination of any Claim, or investigation shall be made without the Company's consent and the consent of the Indemnified Parties affected, such consents not to be unreasonably withheld or delayed. Notwithstanding that the Company will undertake the investigation and defence of any Claim, the Indemnified Parties will have the right to employ one separate counsel in each applicable jurisdiction with respect to such Claim and participate in the defence thereof, but the fees and expenses of such counsel will be at the expense of the Indemnified Parties unless:

• (a) employment of such counsel has been authorized in writing by the Company;

• (b) the Company has not assumed the defence of the action within a reasonable period of time after receiving notice of the Claim;

• (c) the named parties to any such Claim include both the Company and any of the Indemnified Parties, and the Indemnified Parties shall have been advised by counsel to the Indemnified Parties that there may be a conflict of interest between the Company and any Indemnified Party; or

• (d) there are one or more defences available to the Indemnified Parties which are different from or in addition to those available to the Company;

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in which case the reasonable fees and expenses of such counsel to the Indemnified Parties will be for the Company's account. The rights accorded to the Indemnified Parties hereunder shall be in addition to any rights the Indemnified Parties may have at law or otherwise.

• (5) If for any reason the foregoing indemnification is unavailable (other than in accordance with the terms hereof) to the Indemnified Parties (or any of them) or insufficient to hold them harmless, the Company will contribute to the amount paid or payable by the Indemnified Parties as a result of such Claims in such proportion as is appropriate to reflect not only the relative benefits received by the Company or the Company's shareholders on the one hand and the Indemnified Parties on the other, but also the relative fault of the parties and other equitable considerations which may be relevant. Notwithstanding the foregoing, the Company will in any event contribute to the amount paid or payable by the Indemnified Parties as a result of such Claim any amount in excess of the fees actually received by the Indemnified Parties hereunder. The right to contribution provided herein shall be in addition and not in derogation of any other right to contribution which the Underwriters may have by statute or otherwise by law.

• (6) The Company hereby constitutes the Co-Lead Underwriters as trustees for any Indemnified Parties not party to this Agreement of the Company's covenants under this indemnity with respect to such persons and the Co-Lead Underwriters agree to accept such trust and to hold and enforce such covenants on behalf of such persons.

• (7) The Company agrees that, in any event, no Indemnified Party shall have any liability (either direct or indirect, in contract or tort or otherwise) to the Company or any person asserting claims on the Company's behalf or in right for or in connection with the transactions contemplated by this Agreement, except to the extent that any losses, expenses, claims, actions, damages or liabilities incurred by the Company are determined by a court of competent jurisdiction in a final judgment (in a proceeding in which an Indemnified Party is named as a party) that has become non-appealable to have resulted from the breach of the Agreement, breach of applicable laws, gross negligence, fraudulent act or wilful misconduct of such Indemnified Party.

• (8) The Company agrees to reimburse the Underwriters monthly for the time spent by the Underwriters personnel in connection with any Claim at their normal per diem rates. The Company also agrees that if any action, suit, proceeding or claim shall be brought against, or an investigation commenced in respect of, the Company or the Company and the Underwriters and personnel of the Underwriters shall be required to testify, participate or respond in respect of or in connection with the transactions contemplated by this Agreement, the Underwriters shall have the right to employ their own counsel in connection therewith and the Company will reimburse the Underwriters monthly for the time spent by its personnel in connection therewith at their normal per diem rates together with such disbursements and reasonable out-of-pocket expenses as may be incurred, including reasonable fees and disbursements of the Underwriters’ legal counsel.

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17. Expenses

Whether or not the Offering shall be completed, all expenses (including GST and PST) actually incurred in relation to the Offering shall be borne by the Company, including but not limited to (i) the fees and expenses of legal counsel to the Company, its auditors and other advisors, (ii) the costs of printing, filing fees, stock exchange fees and similar incidental expenses, (iii) the fees and expenses of legal counsel to the Underwriters up to the maximum amount set out in the Bid Letter (exclusive of taxes and disbursements), (iv) reasonable out-ofpocket expenses of the Underwriters incurred in relation to the Offering, and (v) all other reasonable expenses for an offering of this nature (including all marketing related expenses). All reasonable fees and expenses incurred by the Underwriters or on their behalf shall be payable by the Company immediately upon receiving an invoice therefore from the Co-Lead Underwriters on behalf of the Underwriters, or at the Co-Lead Underwriters’ discretion, withholding such expenses from the gross proceeds of the Offering delivered to the Company at the Closing Time.

18. Liability of the Underwriters

The obligation of the Underwriters to purchase the Purchased Shares or the Additional Shares, as the case may be, at the Closing Time or the Option Closing Time, as the case may be, shall be several, and not joint, nor joint and several, and shall be as to the following percentages of the Purchased Shares or the Additional Shares, as the case may be, to be purchased at any such time:

BMO Capital Markets Raymond James Ltd. Desjardins Securities Inc. Stifel Nicolaus Canada Inc. Sprott Capital Partners LP	43.0% 27.0% 10.0% 10.0% 10.0%
	100.0%

If one of the Underwriters fails to purchase its applicable percentage of the aggregate amount of the Purchased Shares or the Additional Shares, as the case may be, at the Closing Time or the Option Closing Time, as the case may be, the other Underwriters shall have the right, but shall not be obligated, to purchase on a pro rata basis according to the percentage of the Purchased Shares or the Additional Shares, as the case may be, which such Underwriters have agreed to purchase as set out above (or such other basis as they may agree), all but not less than all, of the applicable Purchased Shares or the Additional Shares, as the case may be, which would otherwise have been purchased by the Underwriter that failed to purchase and to receive the defaulting Underwriter’s portion of the Underwriting Fee in respect thereof. In the event that such right is not exercised, the other Underwriters shall be relieved of all obligations to the Company and the Company shall not be obligated to sell less than all the Purchased Shares or Additional Shares, as the case may be, and the Company shall be entitled to terminate its obligations under this Agreement except for those under Sections 16 and 17. Notwithstanding the foregoing, if the total number of Purchased Shares or Additional Shares, as applicable, that one or more defaulting Underwriters has failed to purchase (the “ Default Securities ”) does not

• 46 -

exceed 5% of the number of Purchased Shares or Additional Shares, as applicable, to be purchased hereunder, the Company shall be entitled to require each Underwriter to purchase the Default Securities on a pro rata basis according to the percentage of the Purchased Shares or Additional Shares, as the case may be, which such Underwriters have agreed to purchase as set out above.

19. Public Announcement

Neither the Company nor the Underwriters shall make any public announcement in connection with the Offering, except if the other party has consented to such announcement or the announcement is required by applicable laws or stock exchange rules. In such event, the party proposing to make the announcement will provide the other party with a reasonable opportunity, in the circumstances, to review a draft of the proposed announcement and to provide comments thereon. Notwithstanding the foregoing, the Company agrees that the Underwriters may, subsequent to the announcement of the Offering, make public their involvement with the Company in the Offering, including the right of the Underwriters at their own expense to, following completion of the Offering, place advertisements in financial and other newspapers and journals describing its services to the Company. The Underwriters shall provide the Company with a copy of any such advertisements prior to their publication.

20. Action by Underwriters

All steps which must or may be taken by the Underwriters in connection with this Agreement, with the exception of (i) the matters relating to termination contemplated by Section 15, (ii) settlement of any indemnity claim contemplated by Section 16 and (iii) waiver of a condition of closing as contemplated by Section 6, shall be taken by the Co-Lead Underwriters, on behalf of themselves and the other Underwriters , and the execution of this Agreement shall constitute the Company’s authority for accepting notification of any such steps from, and for delivering the definitive documents constituting the Offered Shares to, or to the account of the Co-Lead Underwriters, on behalf of the Underwriters.

21. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.

22. Survival of Warranties, Representations, Covenants and Agreements

Except as expressly provided for in this Agreement, all warranties, representations, covenants and agreements of the Company herein contained, or contained in, documents submitted or required to be submitted pursuant to this Agreement, shall survive the purchase by the Underwriters of the Offered Shares and shall continue in full force and effect, regardless of the closing of the sale of the Offered Shares and regardless of any investigation which may be carried on by the Underwriters, or on their behalf, until the later of (a) the date that is two years following the Closing Date, and (b) the date on which any applicable statutory prospectus liability regime ceases to apply.

• 47 -

23. No Fiduciary Relationship

The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Offered Shares. The Company further acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the purchase and sale of the Offered Shares, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Offered Shares or Common Shares, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

24. Underwriter’s Securities Activities and Financial Advisory Services

The Underwriters and their affiliates are engaged in a broad range of securities activities and financial advisory services. The Underwriters and their affiliates carry on a range of businesses on their own account and for their clients, including providing stock brokerage, investment advisory, investment management, proprietary financings and custodial services. It is possible that the various divisions, business groups and affiliates of an Underwriter which provide these services may hold long, short or derivative positions in securities or obligations of companies which are or may be involved in any transaction contemplated hereby and effect transactions in those securities or obligations for their own account or for the account of their clients. Accordingly, there may be situations where these divisions, business groups and affiliates and/or their clients either now have or may in the future have interests, or take actions, that may conflict with the interests of the Company, and the Company agrees that such divisions, business groups and affiliates, and their clients, may hold such positions, effect such transactions and take such other actions without regard to the Company’s interests. In addition, research analysts of the Underwriters and their affiliates may hold and make statements or investment recommendations and/or publish research reports with respect to the Company, the transactions contemplated by this Agreement or any other party involved in such transactions that differ from or are inconsistent with the views or advice communicated by the Underwriters. The Company agrees that the Underwriters and their affiliates are not required to restrict their activities as a result of this engagement, and may undertake any business activity (including, without limitation, performing the same or similar engagements for other clients in the Company’s industry) without further consultation with or notification to the Company. Furthermore, the Company agrees that the Underwriters and their affiliates shall not have a duty to disclose to the

• 48 -

Company or use on behalf of the Company any information whatsoever about, relating to or derived from those activities.

25. Advice of Underwriters

Except as required by law or as deemed necessary to the Company in connection with legal or regulatory proceedings, the written or verbal advice or opinions of the Underwriters, including any background or supporting materials or analysis, will not be publicly disclosed or referred to or provided to any third party by the Company or its affiliates without the prior written consent of such Underwriter, in each specific instance such consent not to be unreasonably withheld. The Underwriters expressly disclaim any liability or responsibility by reason of any unauthorized use, publication, distribution of or reference to any written or verbal advice or opinions or materials provided by the Underwriters or any unauthorized reference to the Underwriters or this Agreement.

26. TMX Group

The Company hereby acknowledges that certain of the Underwriters, or affiliates thereof, own or control an equity interest in TMX Group Limited (“ TMX Group ”) and may have a nominee director serving on the TMX Group’s board of directors. As such, such investment dealers may be considered to have an economic interest in the listing of securities on any exchange owned or operated by TMX Group, including the TSX, the TSX Venture Exchange and the Alpha Exchange. No person or company is required to obtain products or services from TMX Group or its affiliates as a condition of any such dealer supplying or continuing to supply a product or service.

27. Notices

All notices or other communications by the terms hereof required or permitted to be given by one party to another shall be given in writing by personal delivery, or electronic mail sent to such other party as follows:

(a) to the Company at:

Ascot Resources Ltd. 1095 West Pender Street, Suite 1050 Vancouver, British Columbia V6E 2M6

Attention: Carol Li, Chief Financial Officer Email: cli@ascotgold.com

with a copy (which shall not constitute notice) to:

Blake, Cassels & Graydon LLP 595 Burrard Street, Suite 2600 Vancouver, British Columbia V7X 1L3

Attention: Mr. Bob Wooder Email: bob.wooder@blakes.com

• 49 -

• (b) to the Underwriters, c/o of the Co-Lead Underwriters:

BMO Nesbitt Burns Inc. 1800 – 885 West Georgia Street Vancouver, British Columbia V6C 3E8

Attention: Jamie Rogers Email: jamie.rogers@bmo.com Raymond James Ltd. 5400 – 40 King Street West Toronto, Ontario M5H 3Y2

Attention: Gavin McOuat Email: gavin.mcouat@raymondjames.ca with a copy (which shall not constitute notice) to:

Fasken Martineau DuMoulin LLP 333 Bay Street, Suite 2400 Toronto, Ontario M5H 2T6

Attention: Richard Steinberg Email: rsteinberg@fasken.com

or at such other address, facsimile number or electronic mail as may be given by either of them to the other in writing from time to time in accordance with this section. Any such notice or other communication, unless delivered personally to the addressee or to a responsible officer of the addressee, as applicable, shall be given by fax or electronic mail and shall be deemed to have been given when: (i) in the case of a notice or other communication delivered personally to a responsible officer of the addressee, when so delivered, provided that if such day is not a Business Day then the notice or other communication shall be deemed to have been given and received on the first Business Day next following such day; (ii) in the case of a notice or other communication delivered or given by fax, on the first Business Day following the day on which it is sent; and (iii) in the case of notice or other communication delivered or given by electronic mail, on the day of its transmission, provided that if such day is not a Business Day or if it is transmitted or received after the end of normal business hours for the recipient then the notice or other communication shall be deemed to have been given on the first Business Day next following the day of such transmission.

28. Counterpart Signature

This Agreement may be executed in one or more counterparts (including counterparts delivered by facsimile or electronic mail), which together shall constitute one and the same instrument and an original copy hereof as of the date first noted above.

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29. Time Of The Essence

Time shall be of the essence in this Agreement.

30. Severability

If any provision of this Agreement is determined to be void or unenforceable, in whole or in part, such void or unenforceable provision shall not affect or impair the validity of any other provision of this Agreement and shall be severable from this Agreement.

31. Waiver

No waiver of any provision of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the party to be bound by the waiver. A party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a party from any other or further exercise of that right or the exercise of any other right it may have.

32. Entire Agreement

This Agreement constitutes the entire agreement among the Underwriters and the Company relating to the subject matter hereof and shall not be changed, modified or rescinded, except in writing signed by the parties. The provisions of this Agreement supersede all contemporaneous oral agreements and all prior oral and written quotations, communications, agreements and understandings of the parties with respect to the subject matter of this Agreement, including for certainty, the Bid Letter. This Agreement shall enure to the benefit of, and shall be binding upon, the parties hereto and their respective successors and legal representatives, provided that no party may assign this Agreement or any rights or obligations under this Agreement, in whole or in part, without the prior written consent of the other party.

33. Language

The parties have expressly required this Agreement and all other documents required or permitted to be given or entered into pursuant hereto to be drawn up in the English language only. Les parties ont expressément demandé que la présente convention de prise ferme ainsi que tout autre document à être ou pouvant être donné ou conclu en vertu des dispositions des présentes, soient rédigés en langue anglaise seulement.

34. Acceptance

If this agreement accurately reflects the terms of the transaction which we are to enter into and if such terms are agreed to by the Company, please communicate your acceptance by executing where indicated below and returning such executed copy to the Co-Lead Underwriters.

[Remainder of page is intentionally blank.]

Yours very truly,

BMO NESBITT BURNS INC.

By: /s/ Jamie Rogers

Name: Jamie Rogers Title: Managing Director & Co-Head Global Metals and Mining

RAYMOND JAMES LTD.

By: /s/ Gavin McOuat

Name: Gavin McOuat Title: Senior Managing Director, Head of Mining & Metals

DESJARDINS SECURITIES INC.

By: /s/ Bruno Kaiser

Name: Bruno Kaiser Title: Managing Director, Head of Metals & Mining

STIFEL NICOLAUS CANADA INC.

By: /s/ Michael Barman

Name: Michael Barman Title: Managing Director, Investment Banking

SPROTT CAPITAL PARTNERS LP

By: /s/ David Wargo

Name: David Wargo Title: Managing Director, Head of Investment Banking

[Signature Page to Underwriting Agreement]

The foregoing accurately reflects the terms of the transaction that we are to enter into and such terms are agreed to.

ACCEPTED at Vancouver as of this 5[th] day of April, 2021.

ASCOT RESOURCES LTD.

By: /s/ Derek White

Name: Derek White Title: President and Chief Executive Officer

[Signature Page to Underwriting Agreement]

SCHEDULE A

UNITED STATES OFFERS AND SALES

1. Capitalized terms used in this Schedule “A” and not defined in this Schedule “A” shall have the meanings given in the Underwriting Agreement to which this Schedule “A” is annexed and the following terms shall have the meanings indicated:

“ Directed Selling Efforts ” means “directed selling efforts” as that term is defined in Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule “A”, 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 Shares and shall include, without limitation, the placement of any advertisement in a publication with a general circulation in the United States that refers to the offering of any of such Offered Shares;

“ Foreign Issuer ” means a “ foreign issuer ” as that term is defined in Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule “A”, it means any issuer that is (a) the government of any country, or of any political subdivision of a country, other than the United States, or (b) a national of any country other than the United States, or (c) a corporation or other organization incorporated or organized under the laws of any country other than the United States, except an issuer meeting the following conditions as of the last business day of its most recently completed second fiscal quarter: (1) more than 50 percent of the outstanding voting securities of such issuer are directly or indirectly owned of record by residents of the United States, and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the assets of the issuer are located in the United States, or (iii) the business of the issuer is administered principally in the United States;

“ Offered Shares ” means the Purchased Shares and the Additional Shares, if any;

“ Offshore Transaction ” means “offshore transaction” as defined in Regulation S;

“ Qualified Institutional Buyer ” means a qualified institutional buyer as that term is defined in Rule 144A(a)(1) of Rule 144A;

“ Regulation D ” means Regulation D under the U.S. Securities Act;

“ Regulation S ” means Regulation S under the U.S. Securities Act;

“ Rule 144A ” means Rule 144A under the U.S. Securities Act;

“ Selling Firms ” means the Underwriters together with other investment dealers and brokers which participate in the offer and sale of the Offered Shares under the terms of this Agreement, including this Schedule “A”;

“ Substantial U.S. Market Interest ” means “substantial U.S. market interest” as that term is defined in Regulation S;

• A-2 -

“ U.S. Purchaser ” means any purchaser of the Offered Shares that is, or is acting for the account or benefit of, a person in the United States or a U.S. Person, or any person offered the Offered Shares in the United States; and

“ U.S. QIB Letter ” means the written confirmation, in substantially the form attached as Exhibit I to the U.S. Placement Memorandum, to be signed and delivered by each purchaser of the Offered Shares acquiring Offered Shares from an Underwriter or a U.S. Affiliate thereof pursuant to Rule 144A.

1. The Company represents, warrants and covenants to the Underwriters and the U.S. Affiliates that, as of the date of this Agreement, the Closing Time and any Option Closing Time:

2. (a) the Company is a Foreign Issuer, and reasonably believes that there is no Substantial U.S. Market Interest with respect to the Offered Shares;

3. (b) during the period in which the Offered Shares are offered for sale, none of the Company, its affiliates (as defined in Rule 405 under the U.S. Securities Act) or any person acting on its or their behalf (except for the Underwriters, their respective U.S. Affiliates and any person acting on their behalf, as to whom no representation, warranty or covenant is made) (i) has engaged or will engage in any Directed Selling Efforts, (ii) has taken or will take any action that would cause the exemption afforded by Rule 144A to be unavailable for offers and resales of Offered Shares in the United States or to, or for the account or benefit of, U.S. Persons or persons in the United States in accordance with this Schedule “A”, or the exclusion from registration afforded by Rule 903 of Regulation S to be unavailable for offers and sales of the Offered Shares in Offshore Transactions in accordance with the Underwriting Agreement, or (iii) has engaged in or will engage in any conduct involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act or any action which would constitute a violation of Regulation M under the U.S. Exchange Act with respect to offers or sales of the Offered Shares in the United States or to, or for the account or benefit of, U.S. Persons or persons in the United States;

4. (c) so long as any Offered Shares which have been sold in the United States or to, or for the account or benefit of, U.S. Persons or persons in the United States in reliance upon Rule 144A are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act, and if the Company is exempt from reporting pursuant to Rule 12g3-2(b) of the U.S. Exchange Act or is not subject to and in compliance with Section 13 or 15(d) of the U.S. Exchange Act, the Company will furnish to any holder of such Securities and any prospective purchaser of such Securities designated by such holder, upon request of such holder, the information required to be delivered pursuant to Rule 144A(d)(4) under the U.S. Securities Act (so long as such requirement is necessary in order to permit holders of such Securities to effect resales under Rule 144A);

5. A-3 -

6. (d) except with respect to offers and resales of Offered Shares to Qualified Institutional Buyers in reliance on Rule 144A, pursuant to the terms of this Agreement, none of the Company, any of its affiliates, or any person acting on their behalf (except for the Underwriters, their respective U.S. Affiliates and any person acting on their behalf, as to whom no representation, warranty or covenant is made) has made or will make (i) any offer to sell, or any solicitation of an offer to buy, any Offered Shares in the United States or to, or for the account or benefit of, U.S. Persons or persons in the United States, or (ii) any sale of the Offered Shares unless, at the time the buy order was or will have been originated, the purchaser is outside the United States and is not a U.S. Person or the Company, its affiliates an any person acting on their behalf reasonably believe that the purchaser is outside the United States and is not a U.S. Person;

7. (e) the Company is not, and after giving effect to the offer and sale of the Offered Shares and the application of the proceeds as described in the Prospectus, will not be, an “investment company” within the meaning of the United States Investment Company Act of 1940, as amended, registered or required to be registered under such Act; and

8. (f) the Offered Shares are not and, as of the Closing Date and the Option Closing Date, as applicable, will not be, and no securities of the same class as the Offered Shares are or will be:

   • (i) listed on a national securities exchange registered under Section 6 of the U.S. Exchange Act; or

   • (ii) quoted in a “U.S. automated inter-dealer quotation system”, as such term is used in Rule 144A.

9. Each of the Underwriters, severally and not jointly, represents and warrants to the Company that, as of the date of this Agreement, the Closing Time and any Option Closing Time:

10. (a) it and its U.S. Affiliate acknowledge that the Offered Shares have not been and will not be registered under the U.S. Securities Act or applicable state securities laws and may not be offered or resold in the United States or to, or for the account or benefit of, U.S. Persons or persons in the United States, except pursuant to transactions exempt from or not subject to the registration requirements under the U.S. Securities Act and exemptions from registration under applicable state securities laws. Accordingly, it, its affiliates (including, without limitation, its U.S. Affiliate) and any person acting on their behalf has offered and resold, and will offer and resell, the Offered Shares forming part of its allotment only (a) in an Offshore Transaction in accordance with Rule 903 of Regulation S or (b) as provided in paragraphs 3(b) through 3(j) below. None of it, its affiliates (including, without limitation, its U.S. Affiliate) or any person acting on its or their behalf, has made or will make (except as permitted in paragraphs 3(b) through 3(k) below): (i) any offer to sell or any

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solicitation of an offer to buy, any Offered Shares in the United States or to, or for the account or benefit of, any U.S. Person or person in the United States; or (ii) any sale of Offered Shares 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 it, its U.S. Affiliate or persons acting on their behalf reasonably believed that such purchaser was outside the United States and not a U.S. Person. None of it, its affiliates (including, without limitation, its U.S. Affiliate), or any persons acting on its or their behalf has engaged or will engage in any Directed Selling Efforts;

• (b) it has not entered and will not enter into any contractual arrangement with respect to the distribution of the Offered Shares, except with its U.S. Affiliate, any U.S. Affiliate of any Selling Firms or with the prior written consent of the Company. It shall require each Selling Firm and its U.S. Affiliate to agree, for the benefit of the Company, to be bound by and to comply with, and shall use its commercially reasonable efforts to ensure that each Selling Firm and its U.S. Affiliate complies with, the provisions of this Schedule “A” as if such provisions applied to such Selling Firm or affiliate;

• (c) all offers and sales of the Offered Shares by it in the United States or to, or for the account or benefit of, U.S. Persons or persons in the United States have been and will be effected only by its U.S. Affiliate, and in all such cases in compliance with all applicable United States federal and state laws relating to the registration and conduct of securities brokers and dealers and all applicable state securities laws;

• (d) its U.S. Affiliate is, and will be on the date of each offer and sale of Offered Shares in the United States or to, or for the account or benefit of, U.S. Persons, duly registered as a broker-dealer under the U.S. Exchange Act and under all applicable state securities laws (unless exempt therefrom) and a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc.;

• (e) immediately prior to soliciting any offerees of Offered Shares in the United States or that are purchasing for the account or benefit of U.S. Persons or persons in the United States, the Underwriter, its U.S. Affiliate and any person acting on its or their behalf had reasonable grounds to believe and did believe that each offeree solicited by it pursuant to Rule 144A was a Qualified Institutional Buyer, and at the time of completion of each sale of Offered Shares in the United States or to, or for the account or benefit of, such U.S. Person or person in the United States, the Underwriter, its U.S. Affiliate, and any person acting on its or their behalf will have reasonable ground to believe and will believe, that each purchaser thereof is a Qualified Institutional Buyer;

• (f) it has not engaged and will not engage in any general solicitation or general advertising (within the meaning of Regulation D), or any manner involving a public offering (within the meaning of Section 4(a)(2) of the

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U.S. Securities Act), in connection with the offer and sale of the Offered Shares;

• (g) each offeree of Offered Shares solicited by it that is, or is acting for the account or benefit of, a U.S. Person or person in the United States shall be provided with a copy of the U.S. Placement Memorandum and each purchaser of Offered Shares from it that is, or is acting for the account or benefit of, a U.S. Person or person in the United States shall be provided, prior to the time of its purchase of any Offered Shares, with a copy of the U.S. Placement Memorandum and no written material other than the U.S. Placement Memorandum and the documents incorporated by reference therein will be used in connection with the offer and sale of the Offered Shares in the United States or to, or for the account or benefit of, U.S. Persons or persons in the United States;

• (h) at least one Business Day prior to the time of delivery, the Company and its transfer agent will be provided with a list of all purchasers of the Offered Shares in the United States or purchasing for the account or benefit of, U.S. Persons or persons in the United States solicited by it;

• (i) prior to any sale of Offered Shares to a U.S. Purchaser, it shall cause each such U.S. Purchaser to execute the U.S. QIB Letter in the form attached as Exhibit I to the U.S. Placement Memorandum;

• (j) at the Closing Time and any Option Closing Time (if any), each Underwriter (together with its U.S. Affiliate) that participated in the offer of Offered Shares in the United States or to, or for the account or benefit of, U.S. Persons or persons in the United States, will provide a certificate, substantially in the form of Exhibit I to this Schedule “A”, relating to the manner of the offer and sale of the Offered Shares in the United States or to, or for the account or benefit of, U.S. Persons or persons in the United States, or will be deemed to have represented that neither it nor its U.S. Affiliate offered or sold Offered Shares in the United States or to, or for the account or benefit of, U.S. Persons or persons in the United States; and

• (k) it will inform, and will cause its U.S. Affiliate to inform, all purchasers of the Offered Shares in the United States or purchasing for the account or benefit of, U.S. Persons or persons in the United States that the Offered Shares 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 are “restricted securities” as defined in Rule 144(a)(3) under the U.S. Securities Act and are being offered and sold to them without registration under the U.S. Securities Act in reliance upon an exemption from such registration pursuant to Rule 144A.

EXHIBIT I TO SCHEDULE “A”

UNDERWRITERS’ CERTIFICATE

In connection with the private placement in the United States or to, or for the account or benefit of, U.S. Persons of Offered Shares of Ascot Resources Ltd. (the “ Company ”) pursuant to the underwriting agreement dated April 5, 2021, between the Company and the Underwriters named in the underwriting agreement (the “ Underwriting Agreement ”), each of the undersigned does hereby certify as follows:

• (a) the U.S. Affiliate is a duly registered broker or dealer with the United States Securities and Exchange Commission, and is a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc. on the date of this certificate and on the date of each offer and resale of Offered Shares made by it, and all offers and resales of the Offered Shares in the United States or to, or for the account or benefit of, U.S. Persons have been effected by the U.S. Affiliate in accordance with all applicable U.S. federal and state broker-dealer requirements;

• (b) each offeree of Offered Shares that is, or is acting for the account or benefit of, a U.S. Person or a person in the United States solicited by us was provided with a copy of the U.S. Placement Memorandum, and we and our U.S. Affiliates have not used and will not use any written material other than the U.S. Placement Memorandum and the documents incorporated by reference therein in connection with the offering of the Offered Shares in the United States or to, or for the account or benefit of, U.S. Persons;

• (c) immediately prior to our transmitting the U.S. Placement Memorandum to offerees of Offered Shares in the United States or to, or for the account or benefit of, U.S. Persons or persons in the United States, we had reasonable grounds to believe, and did believe, that each such offeree was a Qualified Institutional Buyer, and on the date of this certificate we continue to believe that each purchaser of the Offered Shares purchasing from us through our U.S. Affiliate is a Qualified Institutional Buyer;

• (d) in connection with each sale of Offered Shares in the United States or to, or for the account or benefit of, U.S. Persons or persons in the United States solicited by us, we caused each such U.S. Purchaser to execute and deliver the U.S. QIB Letter in the form of Exhibit I attached to the U.S. Placement Memorandum;

• (e) no form of General Solicitation or General Advertising was used by us in connection with the offer or sale of the Offered Shares in the United States nor did we engage in any conduct involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act;

• (f) no Directed Selling Efforts were engaged in by us with respect to the offer or sale of the Offered Shares by us; and

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• (g) the offering of the Offered Shares in the United States or to, or for the account or benefit of, U.S. Persons or persons in the United States has been conducted by us in accordance with the Underwriting Agreement, including Schedule “A” to the Underwriting Agreement.

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Capitalized terms used in this certificate and not defined in this certificate have the meanings ascribed thereto in the Underwriting Agreement (including the Schedule “A” to the Underwriting Agreement).

DATED the day of , 2021.

[UNDERWRITER] [U.S. AFFILIATE]

By: Name: Title:

By: Name: Title: