Azimut Exploration Inc.

UNDERWRITING AGREEMENT

July 16, 2021

Azimut Exploration Inc. 110 De La Barre Street, Suite 224 Longueuil, Quebec J4K 1A3

Attention: Jean-Marc Lulin, President, Chief Executive Officer and Director

Paradigm Capital Inc. (the “ Lead Underwriter ”), Laurentian Bank Securities Inc. and Sprott Capital Partners LP (together with the Lead Underwriter, the “ Underwriters ” and individually, an “ Underwriter ”) understand that Azimut Exploration Inc. (the “ Company ”) proposes to issue and sell an aggregate of (i) 3,463,900 common shares in the capital of the Company that qualify as “flow-through shares” within the meaning of both subsection 66(15) of the Tax Act (as defined herein) and section 359.1 of the Quebec Tax Act (as defined herein) (the “ FT Shares ”) at a price of $3.32 per FT Share (the “ FT Offering Price ”), and (ii) 7,105,300 common shares in the capital of the Company on a non-flow-through basis (the “ HD Shares ”) at a price of $1.90 per HD Share (the “ HD Offering Price ”), for aggregate gross proceeds of $25,000,218.

The Underwriters shall have an option (the “ Option ”), which Option may be exercised in the Underwriters’ sole discretion and without obligation, to purchase that number of additional HD Shares at the HD Offering Price for additional aggregate gross proceeds of up to $3,750,033. The Option shall be exercisable by the Underwriters, in whole or in part, at any time up to 48 hours prior to the Closing Date (as defined herein). If exercised, any HD Shares issued upon exercise of the Option shall be deemed to form part of the Offering (as defined herein) for the purposes hereof.

The offering of the FT Shares and the HD Shares is collectively referred to herein as the “ Offering ” and the FT Shares and the HD Shares are collectively referred to herein as the “ Offered Shares ”. Unless the context otherwise requires, all references to the “ Offering ”, “ Offered Shares ” and “ HD Shares ” shall include any HD Shares issued in connection with the exercise of the Option.

Upon and subject to the terms and conditions set forth herein, the Underwriters hereby severally, and not jointly, nor jointly and severally, agree to purchase from the Company and, by the acceptance of this Agreement (as defined herein), the Company agrees to sell to the Underwriters at the Closing Time (as defined herein) all, but not less than all, of the Offered Shares at the applicable Offering Price (as defined herein), for aggregate gross proceeds of $25,000,218. The Offering will be completed on a private placement basis pursuant to exemptions from prospectus requirements of all Applicable Securities Laws (as defined herein). The Company agrees that the Underwriters shall have the right to cause the Offered Shares to be purchased by qualified substituted purchasers in the Selling Jurisdictions (as defined herein) in place of the Underwriters, and that the obligation of the Underwriters to purchase the Offered Shares shall, upon completion and settlement of such sales, be reduced by an amount equal to the number of Offered Shares purchased by such substituted purchasers.

In consideration of the services to be rendered by the Underwriters in connection with the Offering, the Company shall, at the Closing Time, pay to the Underwriters the Underwriters’ Fee (as defined herein) and issue and deliver to the Underwriters the Compensation Options (as defined herein) in such amounts and with such terms as set out in Section 12 hereof. The obligation of the Company to pay the Underwriters’ Fee and issue and deliver the Compensation Options shall arise at the Closing Time and the Underwriters’ Fee and the Compensation Options shall be fully earned by the Underwriters upon the completion of the Offering.

The Offered Shares will be offered to Purchasers (as defined herein) resident in the Selling Jurisdictions within Canada (other than the FT Shares which for certainty will only be offered to Purchasers in the Province of Quebec) by way of a private placement to “accredited investors” as such term is defined in NI 45-106 (as defined herein). Subject to the terms and conditions hereof, the Underwriters, acting through their U.S. Affiliates (as defined herein) in accordance with this Agreement, may offer and sell the HD Shares to Qualified Institutional Buyers (as defined herein) in the United States (as defined herein) in compliance with Rule 506(b) of Regulation D under the U.S. Securities Act (as defined herein) and similar exemptions under applicable state securities laws and in accordance with the provisions of Schedule “B” hereto.

The Company agrees that the Underwriters will be permitted to appoint, at their sole expense, other registered dealers or other dealers duly qualified in their respective jurisdictions as their agents to assist with the Offering in the Selling Jurisdictions and that the Underwriters may determine the remuneration payable by the Underwriters to such other dealers appointed by them.

This offer is conditional upon and subject to the additional terms and conditions set forth below.

1. Interpretation

1.1 Unless expressly provided otherwise herein, where used in this Agreement or any schedule attached hereto, the following terms have the following meanings, respectively:

“ 2020 FT Offering ” means the issuance and sale of 2,448,980 common shares in the capital of the Company that qualify as “flow-through shares” as defined in subsection 66(15) of the Tax Act, pursuant to the terms and conditions of subscription and renunciation agreements dated February 26, 2020;

“ Accredited Investor ” means an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the U.S. Securities Act;

“ affiliate ” has the meaning ascribed to such concept in Section 1.3 of NI 45-106;

“ Affiliates ” means affiliates of the Underwriters;

“ Agreement ” means the agreement resulting from the acceptance by the Company of the offer made by the Underwriters hereby and includes all schedules and exhibits attached hereto, in each case, as the same may be supplemented, amended and/or restated from time to time;

“ Applicable Securities Laws ” means, in respect of any person, collectively, the securities laws, regulations, rulings, rules, orders and prescribed forms, and published policy statements issued by a Securities Regulator, including the rules of any stock exchange, in each case, applicable to that person;

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

“ Canadian Exploration Expense ” or “ CEE ” means an expense described in paragraph (f) of the definition of “Canadian exploration expense” in subsection 66.1(6) of the Tax Act or which would be included in paragraph (h) of such definition if the reference therein to “paragraphs (a) to (d) and (f) to (g.4)” were read as “paragraph (f)”, other than amounts which are (i) prescribed to be “Canadian exploration and development overhead expense” for the purposes of paragraph 66(12.6)(b) of the Tax Act, (ii) Canadian exploration expenses to the extent of the amount of any assistance described in paragraph 66(12.6)(a) of the Tax Act, (iii) the cost of acquiring or obtaining the use of seismic data described in paragraph 66(12.6)(b.1) of the Tax Act, or (iv) any expenses for prepaid services or rent that do not qualify as outlays

and expenses for the period as described in the definition of the term “expense” in paragraph 66(15) of the Tax Act;

“ Canadian Securities Laws ” means, collectively, all Canadian Applicable Securities Laws;

“ Canadian Securities Regulators ” means the applicable Securities Regulator in each of the provinces and territories of Canada;

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

“ CEE Incurred in Quebec Eligible for an Additional Deduction ” means, in respect of Quebec Residents, an expense described in Section 726.4.10 of the Quebec Tax Act;

“ Closing ” means the completion of the purchase and sale of the Offered Shares pursuant to the Offering as contemplated by this Agreement and the Subscription Agreements;

“ Closing Date ” means July 16, 2021, or such other date as the Company and the Lead Underwriter, on behalf of the Underwriters, may agree upon;

“ Closing Time ” means 8:00 a.m. (Montreal time) on the Closing Date, or such other time on the Closing Date as the Company and the Lead Underwriter, on behalf of the Underwriters, may agree upon;

“ Commitment Amount ” means the aggregate purchase price paid by the FT Purchasers for the FT Shares purchased pursuant to the Offering;

“ Common Shares ” means the common shares in the capital of the Company;

“ Company ” has the meaning ascribed thereto on the face page of this Agreement;

“ Company Due Diligence Documents ” means all written materials relating to the Company (including all financial, marketing, sales, property and operational information) provided by the Company or its counsel to the Underwriters and their counsel in connection with the Offering and includes, for certainty, all documentation relating to the Mining Rights;

“ Compensation Option Certificates ” means the certificates issued to the Underwriters representing the Compensation Options;

“ Compensation Option Shares ” has the meaning ascribed thereto in Section 12.1;

“ Compensation Options ” has the meaning ascribed thereto in Section 12.1;

“ COVID-19 Outbreak ” has the meaning ascribed thereto in Section 5.1.9(e);

“ CRA ” means Canada Revenue Agency;

“ Debt Instrument ” means any note, loan, bond, debenture, indenture, promissory note or other instrument evidencing indebtedness (demand or otherwise) for borrowed money or other liability, to which the Company is a party or by which any of its property or assets are bound;

“ Elmer Property ” means the Company’s wholly-owned mineral property known as the “Elmer Property” comprising 515 claims and located 60 kilometres from the Cree community of Eastmain on the east coast of James Bay, as more fully described in the Public Record;

“ Engagement Letter ” means the engagement letter entered into between the Lead Underwriter and the Company dated June 22, 2021, as reconfirmed by the Lead Underwriter on June 23, 2021, in respect of the Offering;

“ Environmental Laws ” has the meaning ascribed thereto in Section 5.1.7(a);

“ Environmental Permit ” means any Permit issued or required under any Environmental Law;

“ Financial Statements ” has the meaning ascribed thereto in Section 5.1.3(a);

“ Flow-Through Mining Expenditure ” means an expense that will, once renounced to a FT Purchaser, who is an individual (other than a trust or estate), qualify as a “flow-through mining expenditure” as defined in subsection 127(9) of the Tax Act of the FT Purchaser or, where the FT Purchaser is a partnership, of the members of the FT Purchaser who are individuals (other than a trust or estate) to the extent of their respective shares of the expense so renounced;

“ Follow-On Transactions ” has the meaning ascribed thereto in Section 2.7(a);

“ FT Offering Price ” has the meaning ascribed thereto on the face page of this Agreement;

“ FT Purchasers ” means the persons who, as purchasers or beneficial purchasers, acquire the FT Shares by duly completing, executing and delivering the FT Subscription Agreements and any other required documentation;

“ FT Shares ” has the meaning ascribed thereto on the face page of this Agreement;

“ FT Subscription Agreements ” means the subscription and renunciation agreements in respect of the FT Shares, in the form agreed upon by the Underwriters and the Company, pursuant to which FT Purchasers agree to subscribe for and purchase FT Shares pursuant to the Offering as herein contemplated and shall include, for greater certainty, all schedules thereto;

“ Governmental Entity ” means any (a) multinational, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign, (b) subdivision, agent, commission, board or authority of any of the foregoing, or (c) quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under, or for the account of, any of the foregoing;

“ Hazardous Substances ” has the meaning ascribed thereto in Section 5.1.7(a);

“ HD Offering Price ” has the meaning ascribed thereto on the face page of this Agreement;

“ HD Purchasers ” means the persons who, as purchasers or beneficial purchasers, acquire the HD Shares by duly completing, executing and delivering the HD Subscription Agreements and any other required documentation;

“ HD Shares ” has the meaning ascribed thereto on the face page of this Agreement;

“ HD Subscription Agreements ” means the subscription agreements in respect of the HD Shares, in the form agreed upon by the Underwriters and the Company, pursuant to which HD Purchasers agree to subscribe for and purchase HD Shares pursuant to the Offering as herein contemplated and shall include, for greater certainty, all schedules thereto;

“ IFRS ” means International Financial Reporting Standards issued by the International Accounting Standards Board, namely, the standards, interpretations and the framework for the preparation and presentation of financial statements (in the absence of a standard or interpretation), as adopted in Canada by the Accounting Standards Board of the Chartered Professional Accountants of Canada, that are applicable to the circumstances as of the date of determination, consistently applied;

“ including ” means including without limitation;

“ Indemnified Person ” has the meaning ascribed thereto in Section 4.1.3(e);

“ Indemnitor ” has the meaning ascribed thereto in Section 9.1;

“ intellectual property ” means, as applicable, all patents, patent applications, trademarks, trademark registrations, service marks, service mark registrations, trade names, brand names, franchise rights, copyrights, domain names, licenses, software, trade secrets, industrial designs, know-how, formulae, proprietary information, processes, inventions and other similar rights and all associated registrations and applications, as they exist anywhere in the world and whether registered or unregistered, including all moral rights;

“ Lead Underwriter ” has the meaning ascribed thereto on the face page of this Agreement;

“ material adverse effect ” means any change, effect, event or occurrence, that is, or would be reasonably expected to be, materially adverse with respect to the condition (financial or otherwise), properties, assets, liabilities (contingent or otherwise), obligations (whether absolute, accrued, conditional or otherwise), business, affairs, capital, ownership, control, management, operations, results of operations or prospects of the Company;

“ Material Agreement ” means any contract, commitment, agreement (written or oral), instrument, lease or other document, including any option agreement, joint venture agreement or licence agreement, to which the Company is a party or by which the Company or its property or assets are otherwise bound and which is material to the Company;

“ Mining Rights ” means the mineral interests relating to the Properties;

“ misrepresentation ”, “ material fact ”, “ material change ”, “ associate ”, and “ distribution ” have the respective meanings ascribed thereto in the Securities Act (Quebec);

“ NI 43-101 ” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects (in Quebec, Regulation 43-101 respecting Standards of Disclosure for Mineral Projects);

“ NI 45-106 ” means National Instrument 45-106 – Prospectus Exemptions (in Quebec, Regulation 45-106 respecting Prospectus Exemptions);

“ Offered Shares ” has the meaning ascribed thereto on the face page of this Agreement;

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

“ Offering Price ” means the FT Offering Price and the HD Offering Price, as applicable;

“ Option ” has the meaning ascribed thereto on the face page of this Agreement;

“ Permit ” means any regulatory approval, licence, permit, approval, consent, certificate, registration, filing or other authorization of or issued by any Governmental Entity;

“ person ” includes any individual, corporation, limited partnership, general partnership, joint stock company or association, joint venture association, company, trust, bank, trust company, land trust, investment trust, society or other entity, organization, syndicate, whether incorporated or not, trustee, executor or other legal personal representative, and governments and agencies and political subdivisions thereof;

“ Personnel ” has the meaning ascribed thereto in Section 9.1;

“ Prescribed Forms ” means the forms prescribed from time to time under subsection 66(12.7) of the Tax Act and under the applicable provision of any relevant provincial tax legislation, filed or to be filed by the Company within the prescribed time renouncing to the FT Purchasers the Resource Expenses incurred pursuant to the FT Subscription Agreements and all parts or copies of such forms required by the CRA and any applicable provincial tax authority, to be delivered to the FT Purchasers;

“ President’s List ” has the meaning ascribed thereto in Section 12.1;

“ Principal Business Corporation ” means a “principal-business corporation” as defined in subsection 66(15) of the Tax Act;

“ Properties ” means all of the mineral properties in which the Company holds an interest or a right to acquire or earn an interest, including the Elmer Property, as more fully described in the Public Record;

“ Public Record ” means all information contained in any press release, material change report (excluding any confidential material change report), financial statements, management’s discussion and analysis, management information circular or other document of the Company which has been publicly filed by, or on behalf of, the Company pursuant to Canadian Securities Laws or otherwise by or on behalf of the Company since May 1, 2003;

“ Purchasers ” means the FT Purchasers and the HD Purchasers;

“ QBCA ” means the Business Corporations Act (Quebec), as may be amended from time to time;

“ QRA ” means Revenu Quebec;

“ Qualified Institutional Buyer ” means a “qualified institutional buyer” as defined in Rule 144A under the U.S. Securities Act that is also an Accredited Investor;

“ Quebec Resident ” means an individual that is resident or subject to tax in the Province of Quebec;

“ Quebec Resources Credit ” means the credit relating to mining, petroleum, gas or other resources provided for in Title III, Chapter III.1, Division II.6.15 of Book IX of Part I of the Quebec Tax Act;

“ Quebec Tax Act ” means the Taxation Act (Quebec) and any proposed amendments thereto announced publicly by or on behalf of the Minister of Finance (Quebec) on or prior to the date of this Agreement;

“ Reporting Provinces ” means British Columbia, Alberta and Quebec;

“ Resource Expense ” means an expense which is a CEE incurred on or after the Closing Date and on or before the Termination Date, that will be renounced by the Company pursuant to subsection 66(12.6) of the Tax Act, in conjunction with subsection 66(12.66) of the Tax Act, as necessary, with an effective date not later than December 31, 2021 and in respect of which, but for the renunciation, the Company would be entitled to a deduction from income for income tax purposes, and on the date it is renounced is:

(i) a Flow-Through Mining Expenditure; and

(ii) for a FT Purchaser that is a Quebec Resident or, where the FT Purchaser is a partnership, for the members of the partnership that are Quebec Residents, to the extent of their respective shares of the Resource Expenses so renounced, (1) CEE Incurred in Quebec Eligible for an Additional Deduction, and (2) Surface Mining CEE Incurred in Quebec Eligible for an Additional Deduction;

“ Securities Regulator ” means, in respect of any jurisdiction, the securities regulator or other securities regulatory authority of that jurisdiction;

“ Selling Jurisdictions ” means each of the Provinces of Canada (other than the FT Shares which for certainty will only be offered to purchasers in the Province of Quebec) and such other jurisdictions as may be mutually agreed upon by the Lead Underwriter and the Company pursuant to applicable exemptions from the prospectus, registration or other similar requirements in such other jurisdictions such that no prospectus, registration statement or similar document are required to be filed by the Company in any such jurisdiction;

“ Subscription Agreements ” means the FT Subscription Agreements and the HD Subscription Agreements;

“ subsidiary ” has the meaning ascribed thereto in NI 45-106;

“ Surface Mining CEE Incurred in Quebec Eligible for an Additional Deduction ” means, in respect of Quebec Residents, an expense described in section 726.4.17.2 of the Quebec Tax Act;

“ Tax Act ” means the Income Tax Act (Canada) and any proposed amendments thereto announced publicly by or on behalf of the Minister of Finance (Canada) on or prior to the date of this Agreement;

“ Taxes ” has the meaning ascribed thereto in Section 5.1.4(h);

“ Termination Date ” means December 31, 2022;

“ Transaction Documents ” means this Agreement, the Subscription Agreements and the Compensation Option Certificates;

“ Transfer Agent ” means AST Trust Company (Canada);

“ TSXV ” means the TSX Venture Exchange;

“ Underwriters ” has the meaning ascribed thereto on the face page of this Agreement;

“ Underwriters’ Expenses ” has the meaning ascribed thereto in Section 10.1;

“ Underwriters’ Fee ” has the meaning ascribed thereto in Section 12.1;

“ 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;

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

“ U.S. Purchaser ” means an HD Purchaser of HD Shares that is a Qualified Institutional Buyer and that is, or is acting for the account or benefit of, a person in the United States or an HD Purchaser who was offered the HD Shares while in the United States; and

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

1.2 Division and Headings . 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.

1.3 Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein and the parties hereto irrevocably accept and attorn to the exclusive jurisdiction of the courts of the Province of Quebec.

1.4 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.

2. Nature of Transaction

2.1 Sale on Exempt Basis . Upon and subject to the terms and conditions set forth herein, the Underwriters shall offer for sale and sell the Offered Shares pursuant to the Offering in the Selling Jurisdictions in accordance with the terms of this Agreement, on a private placement basis pursuant to exemptions from the prospectus requirements of Applicable Securities Laws, such that each of the offer and sale of the Offered Shares do not obligate the Company to file a prospectus, a registration statement or other offering document with any Securities Regulator under Applicable Securities Laws.

2.2 Tax Act and Quebec Tax Act . In the context of FT Purchasers, in this Agreement, where applicable and unless otherwise specifically indicated: (i) any reference to a word or term defined in the Tax Act shall include, for purposes of Quebec income taxation, a reference to the equivalent word or term defined in the Quebec Tax Act, (ii) any reference to the Tax Act or a provision thereof, including a reference to the regulations to the Tax Act, shall include, for purposes of Quebec income taxation, a reference to the Quebec Tax Act or the equivalent provision thereof, including a reference to the regulations to the Quebec Tax Act, (iii) any reference to a filing, form to be provided to a FT Purchaser or similar requirement imposed under the Tax Act shall include, for purposes of Quebec income taxation, a reference to the equivalent filing, form or similar requirement under the Quebec Tax Act; provided that, if no filing or similar requirement is provided under the Quebec Tax Act, a copy of any material filed under the Tax Act will be filed with the QRA if required, and (iv) any reference to the CRA shall include, for purposes of Quebec income taxation, a reference to the QRA.

2.3 U.S. Sales . The parties to this Agreement acknowledge that the Offered Shares, and the Compensation Options and the Compensation Option Shares deliverable upon exercise thereof, 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 may not be offered or sold in the United States except pursuant to exemptions from the registration requirements of the U.S. Securities Act and the applicable laws of any applicable state of the United States. The Company understands and agrees that, with the exception of the offering and sale of HD Shares to persons who are Qualified Institutional Buyers in accordance with the provisions of Schedule “B” hereof, the Underwriters may not arrange for Purchasers of the Offered Shares in the United States, and that the offer to purchase the HD Shares in the United States is being made by the Underwriters, acting through their U.S. Affiliates, in accordance with this Agreement, on a private placement basis to Qualified Institutional Buyers in the United States in accordance with the provisions of Schedule “B” hereof, it being understood and agreed that such sales do not trigger: (i) any obligation to prepare and file a prospectus, offering memorandum, registration statement or similar disclosure documents; or (ii) any registration or other obligation on the part of the Company including, but not limited to, any continuing obligation in that jurisdiction.

2.4 Filings . The Company hereby agrees to comply with all Applicable Securities Laws on a timely basis in connection with the Offering and undertakes to file, or cause to be filed, within the periods stipulated under Applicable Securities Laws, all forms, documents or undertakings required to be filed by the Company in connection with the issue and sale of the Offered Shares so that the distribution of the Offered Shares may lawfully occur without the necessity of filing or delivering (as applicable) a prospectus,

a registration statement or other offering document with any Securities Regulator in the Selling Jurisdictions. All fees payable in connection with such filings shall be paid by the Company.

2.5 Solicitation of Orders . Neither the Company nor the Underwriters shall: (i) provide to prospective purchasers of the Offered Shares any document or other material that would constitute an offering memorandum or “future-oriented financial information” within the meaning of Applicable Securities Laws; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Offered Shares, including but not limited to, causing the sale of the Offered Shares to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television, the internet or other telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Offered Shares whose attendees have been invited by general solicitation or advertising.

2.6 Legends . The Offered Shares shall have attached to them, whether through the electronic deposit system of CDS, an ownership statement issued under a direct registration system or other electronic bookentry system, or on certificates that may be issued, as applicable, any legends as may be prescribed by CDS in addition to legends substantially in the following form with the necessary information inserted:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE WHICH IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE WILL BE INSERTED].”

and, if applicable under the policies of the TSXV, the additional legend as follows:

“WITHOUT PRIOR WRITTEN APPROVAL OF TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [THE DATE WHICH IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE WILL BE INSERTED].”

2.7 Follow-On Transactions .

(a) The Company understands that following the Closing, some or all of the FT Shares may be donated by the FT Purchasers to one or more charities and subsequently may be sold to investors by the charity or charities (the “ Follow-On Transactions ”).
(b) The Underwriters acknowledge that the Company has no knowledge of the Follow-On Transactions other than that they may or may not occur and that the Company will have no involvement or participation in any Follow-On Transactions, other than to register any transfer of securities required as a result.
(c) The Underwriters do not act, and will not purport to act, as agent or representative of the Company in connection with any Follow-On Transaction and services or activities, if any, performed by the Underwriters in connection with any Follow-On Transaction are excluded from this Agreement. The consideration payable to the Underwriters hereunder is for the Underwriters’ services in respect of the Offering only. The parties further acknowledge that the Company is not entitled, and will not become entitled, to receive any consideration in respect of any Follow-On Transaction that might occur.

(d) The Company shall not be liable or responsible for any breach of any covenant or representation given in this Agreement if the FT Shares are “prescribed shares” under subsection 6202.1(1) of the regulations to the Tax Act and sections 359.1R2 to 359.1R7 of the regulations to the Quebec Tax Act as a result of the Follow-On Transactions.

3. Representations, Warranties and Covenants of the Underwriters

3.1 Each Underwriter hereby severally, and neither jointly nor jointly and severally, represents, warrants and covenants to the Company that (and will use its commercially reasonable efforts to cause any members of its selling groups to):

(a) it will conduct activities in connection with arranging for the offer and sale of the Offered Shares in compliance with all Applicable Securities Laws and the provisions of this Agreement. Each Underwriter is responsible in all respects for the activities of its U.S. Affiliate in connection with the Offering, but no Underwriter shall be responsible for the activities of the other Underwriters or any of their respective U.S. Affiliates in connection with the Offering;
(b) it has not and will not, directly or indirectly, sell or solicit offers to purchase the Offered Shares or distribute or publish any offering circular, prospectus, form of application, advertisement or other offering materials in any country or jurisdiction so as to require registration of the Offered Shares or filing of a prospectus or similar document with respect thereto or compliance by the Company with regulatory requirements (including any continuous disclosure obligations or similar reporting obligations) under the Applicable Securities Laws;
(c) it will use its commercially reasonable efforts to obtain from each Purchaser an executed Subscription Agreement (including all certifications, forms and other documentation contemplated thereby) and all other applicable forms, reports, undertakings and documentation required under Applicable Securities Laws or required by the Company, acting reasonably;
(d) it is a valid and subsisting entity under the law of the jurisdiction in which it was incorporated or otherwise formed and has good and sufficient power and authority to enter into this Agreement and complete the transactions under this Agreement on the terms and conditions set forth herein;
(e) it has not made, and will not make, any representations or warranties about the Company and/or the Offered Shares, except as set out in any document previously approved by the Company for distribution to prospective Purchasers;
(f) it is duly registered pursuant to the provisions of the Applicable Securities Laws and is duly registered or licensed as an investment dealer in those jurisdictions in which it is required to be so registered in order to perform the services contemplated by this Agreement, or if or where not so registered or licensed, it will act only through members of a selling group who are so registered or licensed;
(g) all offers and sales of HD Shares to U.S. Purchasers shall be made in compliance with Schedule “B” to this Agreement; and

(h) each of the Underwriters acknowledges that the Compensation Options and the Compensation Option 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 the Compensation Options may not be exercised in the United States or by, or for the account or benefit of, any U.S. Person or person in the United States, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and the securities laws of any applicable state of the United States. In connection with the issuance of the Compensation Options, as the case may be, each of the Underwriters represents and warrants that (i) it is not a U.S. Person and it is not acquiring the Compensation Options in the United States, or on behalf of a U.S. Person or a person located in the United States, (ii) this Agreement was executed and delivered outside the United States, and (iii) it is acquiring the Compensation Options as principal for its own account and not for the benefit of any other person.

4. Covenants of the Company

4.1 The Company hereby covenants to the Underwriters, and to the Purchasers, and acknowledges that each of them is relying on such covenants in connection with the purchase of the Offered Shares, as follows:

4.1.1 Offering

(a) Due Diligence Process . The Company will, in connection with the Offering, allow the Underwriters and their representatives the opportunity to conduct all due diligence which the Underwriters and their representatives may reasonably require to be conducted prior to the Closing Date and will make available its directors, senior management, technical advisors, audit committee, and legal counsel to conduct such procedures as are reasonably required and to answer the questions of the Underwriters in due diligence meetings to be conducted prior to the Closing Date. The Closing shall be conditional upon and subject to the Underwriters and their representatives being satisfied, in their sole discretion, with their due diligence review.
(b) Due Diligence Materials . The Company has made available and provided to the Underwriters and their representatives, and, on a timely basis, will make available and provide to the Underwriters and their representatives: all requested corporate and operating records, Material Agreements, environmental reports, technical reports, financial information, budgets and other relevant information necessary in order to complete the due diligence investigation of the business, properties and affairs of the Company and the Properties.
(c) Delivery of Transaction Documents . The Company will duly execute and deliver the Transaction Documents at the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Company.
(d) Closing Deliveries . The Company will use its commercially reasonable efforts to fulfil or cause to be fulfilled, at or prior to the Closing Time, each of the conditions required to be fulfilled by it set out in Section 6.1.
(e) Listing of Offered Shares and Compensation Option Shares . The Company will use its commercially reasonable efforts to obtain the necessary regulatory consents and approvals for the Offering, including the conditional approval of the TSXV for the

listing and trading of the Offered Shares and the Compensation Option Shares on the TSXV.

(f) Issuance of Offered Shares, Compensation Options and Compensation Option Shares . The Company will fulfil all legal requirements to permit the issuance, offering and sale of the Offered Shares and the creation and issuance of the Compensation Options and the Compensation Option Shares, all as contemplated in this Agreement and will file or cause to be filed all documents, applications, forms or undertakings required to be filed by the Company and take or cause to be taken all action required to be taken by the Company in connection with the purchase and sale of the Offered Shares and the creation and issuance of the Compensation Options and the Compensation Option Shares.
(g) Allotment and Reservation . The Company shall ensure that at all times sufficient Compensation Option Shares are allotted and reserved for issuance upon the exercise of the Compensation Options.
(h) Maintain Reporting Issuer Status . For a period of two years following the Closing Date, the Company will use its commercially reasonable efforts to remain a “reporting issuer” under Canadian Securities Laws, provided that this covenant shall not prevent the Company from completing any transaction which would result in the Company ceasing to be a “reporting issuer” so long as the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada or cash or the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the policies of the TSXV (or any securities exchange, market or trading or quotation facility on which the Common Shares are then listed or quoted).
(i) Stock Exchange Listing . For a period of two years following the Closing Date, the Company will not take any action which would reasonably be expected to result in the delisting or suspension of its Common Shares on or from the TSXV or on or from any securities exchange, market or trading or quotation facility on which its Common Shares are then listed or quoted, provided that this covenant shall not prevent the Company from completing any transaction which would result in the Company graduating to the Toronto Stock Exchange or ceasing to be listed on the TSXV (or any securities exchange, market or trading or quotation facility on which the Common Shares are then listed or quoted) so long as the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada or cash or the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the policies of the TSXV (or any securities exchange, market or trading or quotation facility on which the Common Shares are then listed or quoted).
(j) Post-Closing Filings . The Company will execute and file with the Securities Regulators, all forms, notices and certificates required to be filed by the Company pursuant to Applicable Securities Laws, in the time required by the Applicable Securities Laws, including for greater certainty, Form 45-106F1 of NI 45-106 and any other forms, notices and certificates set forth in the opinions delivered to the Underwriters pursuant to the closing conditions set forth in Section 6.1, as are required to be filed by the Company.

(k) Standstill . The Company will not, directly or indirectly, issue or sell any Common Shares or securities convertible into or exercisable or exchangeable for Common Shares, or agree to do so or announce any intention to do so, except: (i) pursuant to the Offering; (ii) pursuant to the exercise of options issued pursuant to the Company’s stock option plan outstanding as of the date of the Engagement Letter; or (iii) in connection with the bona fide acquisition by the Company of the shares or assets of other corporations or entities, in each case, at any time during the period from the date of the Engagement Letter until four months and one day following the Closing Date, without the prior consent of the Lead Underwriter, on behalf of the Underwriters.
(l) Executive Officer and Director Lock-Up . The Company will use its best efforts to cause each of its executive officers and directors to execute an agreement, in a form satisfactory to the Lead Underwriter, acting reasonably, in favour of the Underwriters that such executive officer or director will not, for a period of four months and one day following the Closing Date, directly or indirectly, offer, sell, contract to sell, lend, swap, or enter into any other agreement to transfer the economic consequences of, or otherwise dispose of or deal with, or publicly announce any intention to offer, sell, contract to sell, grant or sell any option to purchase, hypothecate, pledge, transfer, assign, purchase any option or contract to sell, lend, swap or enter into any agreement to transfer the economic consequences of, or otherwise dispose of or deal with, whether through the facilities of a stock exchange, by private placement or otherwise, any Common Shares or other securities of the Company convertible into, exchangeable for or exercisable to acquire, Common Shares, directly or indirectly, unless: (i) such executive officer or director first obtains the prior consent of the Lead Underwriter, on behalf of the Underwriters, such consent not to be unreasonably withheld or delayed; (ii) there occurs a take-over bid, arrangement or similar transaction involving a change of control of the Company; or (iii) pursuant to the exercise of options already validly issued pursuant to the Company’s stock option plan or other share compensation agreements.

4.1.2 Distribution Period

(a) Full Particulars . During the period commencing on the date hereof and until the completion of the distribution of the Offered Shares, the Company will promptly inform the Lead Underwriter, on behalf of the Underwriters, in writing of the full particulars of:
(i) any material change (actual, anticipated, contemplated, proposed or threatened, financial or otherwise) in the business, financial condition, affairs, operations, assets, liabilities or obligations (contingent or otherwise), prospects, capital or ownership of the Company or the Properties, as the case may be;
(ii) any change in any material fact disclosed in the Public Record; and
(iii) any material fact in respect of the Company or the Properties that had not been previously disclosed to the Underwriters.

The Company shall promptly, and in any event within any applicable time limitation, comply, to the satisfaction of the Lead Underwriter, on behalf of the Underwriters, acting reasonably, with all applicable filings and other requirements under the Canadian Securities Laws as a result of such fact or change. The Company shall in

good faith discuss with the Lead Underwriter, on behalf of the Underwriters, any change which is of such a nature that there is reasonable doubt whether notice need be given to the Underwriters pursuant to this section.

(b) Press Releases . During the period commencing on the date hereof and until the completion of the distribution of the Offered Shares, the Company will promptly provide to the Lead Underwriter, on behalf of the Underwriters, drafts of any press releases of the Company for review by the Underwriters and their counsel prior to issuance, and will not publish those press releases (unless otherwise required by Applicable Securities Laws) except with the prior approval of the Lead Underwriter, on behalf of the Underwriters, which approval will not be unreasonably withheld or delayed. In addition, if required by Applicable Securities Laws, any press release announcing or otherwise referring to the Offering shall comply with the requirements of the U.S. Securities Act and shall include an appropriate notation on each page substantially as follows: “ Not for distribution to U.S. news wire services or dissemination in the United States. ”.
(c) Orders, Rulings, etc . During the period commencing on the date hereof and until the completion of the distribution of the Offered Shares, the Company will advise the Lead Underwriter, on behalf of the Underwriters, promptly after receiving notice or obtaining knowledge thereof, of:
(i) any order, ruling, or determination having the effect of suspending the sale or ceasing the trading in any securities of the Company (including the Common Shares) that has been issued by any Securities Regulator or of any proceedings that have been instituted, threatened or contemplated, for any such purposes; or
(ii) any request of any Securities Regulator for any information, or the receipt by the Company of any communication from any Securities Regulator or any other competent authority relating to the Company or which may be relevant to the distribution of the Offered Shares,

and will use its commercially reasonable efforts to prevent the issuance of any order referred to in (i) above or, if any such order is issued, to obtain the withdrawal thereof as promptly as possible.

(d) Notice of Breach . During the period commencing on the date hereof and until the completion of the distribution of the Offered Shares, the Company shall promptly inform the Lead Underwriter, on behalf of the Underwriters (and if requested by the Underwriters, confirm such notification in writing), of the full particulars of any breach or potential breach of:
(i) any of the covenants in Section 4 of this Agreement; or
(ii) any of the representations and warranties in Section 5 of this Agreement.

4.1.3 Flow-Through Matters

(a) Use of Proceeds . The Company shall use the Commitment Amount to fund Resource Expenses on exploration programs of the Company on the Properties located in Quebec.

(b) Renunciation of Resource Expenses to FT Purchasers. The Company agrees to incur (or be deemed to have incurred) Resource Expenses in Quebec in an amount equal to the Commitment Amount on or after the Closing Date and on or before the Termination Date in accordance with this Agreement and the FT Subscription Agreements and agrees to renounce to the FT Purchasers, with an effective date no later than December 31, 2021, pursuant to subsection 66(12.6) of the Tax Act and section 359.2 of the Quebec Tax Act, and in respect of Resource Expenses incurred by the Company in 2022, in conjunction with subsection 66(12.66) of the Tax Act and section 359.8 of the Quebec Tax Act, Resource Expenses incurred (or deemed to be incurred) by the Company on or after the Closing Date and on or before the Termination Date, in an amount equal to the Commitment Amount.
(c) No Reduction to Renunciation . Unless required to do so pursuant to subsection 66(12.73) of the Tax Act and/or section 359.15 of the Quebec Tax Act, the Company shall not reduce the amount renounced to the FT Purchasers pursuant to subsection 66(12.6) of the Tax Act and section 359.2 of the Quebec Tax Act. If the Company receives, or becomes entitled to receive, or may reasonably be expected to receive, any assistance which is described in the definition of “assistance” in subsection 66(15) of the Tax Act and section 359(c.0.1) of the Quebec Tax Act and the receipt of or entitlement or reasonable expectation to receive such assistance has or will have the effect of reducing the amount of Resource Expenses validly renounced to the FT Purchasers, the Company will incur (or be deemed to have incurred) additional Resource Expenses using funds from sources other than the Commitment Amount in an amount equal to such assistance, such that the aggregate Resource Expenses renounced to the FT Purchasers effective no later than December 31, 2021 pursuant to the terms of this Agreement and the FT Subscription Agreements will not be less than nor exceed the Commitment Amount.
(d) No Impairment to Renounc e. The Company shall not be subject to the provisions of subsection 66(12.67) of the Tax Act and section 359.9 of the Quebec Tax Act in a manner which impairs its ability to renounce Resource Expenses to the FT Purchasers in an amount equal to the Commitment Amount and shall notify the FT Purchasers in the event that it becomes aware of or is informed of an issue in relation to its ability to claim such Resource Expenses.
(e) Indemnification . If the Company does not renounce to the FT Purchasers effective on or before December 31, 2021 Resource Expenses equal to the Commitment Amount, and provided the FT Purchaser is not in breach of any of its representations and warranties which would prevent the renunciation of such expenses, the Company shall indemnify and hold harmless the FT Purchasers and each of the partners thereof if the FT Purchasers are a partnership or a limited partnership (for the purposes of this paragraph each an “ Indemnified Person ”) as to, and pay to the Indemnified Person on or before the 20th Business Day following the date the amount is determined, an amount equal to the amount of any tax (within the meaning of subparagraph (c) of the definition of “excluded obligation” at subsection 6202.1(5) of the regulations to the Tax Act and section 359.1R1 of the regulations to the Quebec Tax Act) payable under the Tax Act (and under the corresponding provincial legislation) by any Indemnified Person as a consequence of such failure. In the event that the amount renounced by the Company to the FT Purchasers is reduced pursuant to subsection 66(12.73) of the Tax Act and/or section 359.15 of the Quebec Tax Act, the Company shall indemnify and

hold harmless each Indemnified Person as to, and pay to the Indemnified Person on or before the 20th Business Day following receipt, by an Indemnified Person, of a notice of assessment or reassessment issued by the CRA or QRA (or any applicable provincial tax authority), an amount equal to the amount of any tax (within the meaning of subparagraph (c) of the definition of “excluded obligation” at subsection 6202.1(5) of the regulations to the Tax Act and section 359.1R1 of the regulations to the Quebec Tax Act) payable under the Tax Act (and under the corresponding provincial legislation) by the Indemnified Person as a consequence of such reduction. This indemnity is in addition to and not in derogation of any other recourse, rights or remedies the FT Purchasers may have against the Company. For certainty, the foregoing indemnity shall have no force or effect and the FT Purchasers shall not have any recourse or rights of action to the extent that such indemnity would otherwise cause the FT Shares to be “prescribed shares” within the meaning of section 6202.1 of the regulations to the Tax Act or sections 359.1R2 to 359.1R7 of the regulations to the Quebec Tax Act.

(f) CRA and QRA Filings . The Company shall file with the CRA, the QRA and with any other applicable provincial tax authority, within the time prescribed by subsection 66(12.68) of the Tax Act and section 359.12 of the Quebec Tax Act and the applicable provisions of any other provincial law, the forms prescribed for the purposes of such legislation together with a copy of the FT Subscription Agreements or any “selling instrument” contemplated by such legislation and shall forthwith following such filing provide to the FT Purchasers a copy of such form certified by an officer of the Company. The Company shall timely file with the CRA and with any applicable provincial tax authority any return required to be filed under Part XII.6 of the Tax Act (or any corresponding provision of applicable provincial law) in respect of the particular year, and will pay any tax or other amount owing in respect of that return on a timely basis.
(g) Delivery of Prescribed Forms . The Company shall deliver to the FT Purchasers, before March 1, 2022, the relevant Prescribed Forms (including the T101 forms as well as Relevé 11 forms), fully completed and executed, renouncing to the FT Purchasers, Resource Expenses in an amount equal to the Commitment Amount with an effective date of no later than December 31, 2021, and such delivery shall constitute the authorization of the Company to the FT Purchasers to file such Prescribed Forms with the relevant taxation authorities.
(h) Renunciation Priority and Pro Rata Reduction . The Company shall incur and renounce Resource Expenses pursuant to the FT Subscription Agreements and all other agreements with other persons providing for the issue of FT Shares entered into by the Company on the Closing Date before incurring and renouncing Resource Expenses pursuant to any other agreement which the Company may subsequently enter into after the Closing Date with any person with respect to the issue of shares which are “flowthrough shares” as defined in subsection 66(15) of the Tax Act and/or section 359.1 of the Quebec Tax Act. If the Company is required under the Tax Act or otherwise to reduce Resource Expenses previously renounced to the FT Purchasers and unless the FT Purchasers are not adversely affected or otherwise agree, the reduction shall be made pro rata by the number of FT Shares purchased only after it has first reduced to the extent possible all Resource Expenses renounced to persons (other than the FT Purchasers) under any agreements relating to shares which are “flow-through shares”

as defined in subsection 66(15) of the Tax Act and/or section 359.1 of the Quebec Tax Act entered into after the Closing Date.

(i) Notification of Excess Amounts Renounced. Upon the Company becoming aware of the fact that an amount purportedly renounced pursuant to the FT Subscription Agreements exceeds the amount that it is entitled to renounce under the Tax Act, the Company will notify the FT Purchasers and comply with subsection 66(12.73) of the Tax Act and section 359.15 of the Quebec Tax Act, including the filing with the CRA and, where applicable, the QRA, of the statements contemplated therein, a copy of which will be sent concurrently to the FT Purchasers.
(j) No Other Agreements . The Company shall not enter into any other agreement which would prevent or restrict its ability to renounce Resource Expenses to the FT Purchasers in the amount of the Commitment Amount.
(k) Books and Records . The Company shall maintain proper, complete and accurate accounting books and records relating to the Commitment Amount, the Resource Expenses, the amounts renounced to the FT Purchasers under this Agreement and the FT Subscription Agreements and all transactions relating to the Resource Expenses. The Company shall retain all such books and records as may be required to support the renunciation of Resource Expenses contemplated by this Agreement and the FT Subscription Agreements and, upon reasonable notice, shall make such books and records available for inspection and audit by or on behalf of the FT Purchasers, at the FT Purchaser’s sole expense.
(l) Renunciation Pursuant to the Tax Act and the Quebec Tax Act. The Resource Expenses to be renounced to the FT Purchasers pursuant to the FT Subscription Agreements will be renounced pursuant to the Tax Act and the Quebec Tax Act.

5. Representations and Warranties of the Company

5.1 The Company hereby represents, warrants and covenants to the Underwriters and the Purchasers, and acknowledges that each of them is relying on same in entering into this Agreement and purchasing the Offered Shares, that:

5.1.1 General Matters

(a) Good Standing of the Company . The Company: (i) is existing under the laws of the Province of Quebec and is up-to-date in all material corporate filings and in good standing under the QBCA; (ii) has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets; (iii) has all necessary licences, Permits, authorizations, and other approvals necessary to permit it to conduct its business and all such licences, Permits, authorizations and approvals are in full force and effect in accordance with their terms; and (iv) has all requisite corporate power and authority to issue and sell the Offered Shares, to issue the Compensation Options and the Compensation Option Shares, to enter into the Transaction Documents and to carry out its obligations hereunder and thereunder.
(b) Subsidiaries . The Company has no subsidiaries whether through direct or indirect holdings of securities.

(c) Compliance with Laws . The Company is, in all material respects, conducting its business in compliance with all applicable laws, rules and regulations of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it is required to be licensed, registered or qualified and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, rules, regulations, licences, registrations and qualifications which could have a material adverse effect on the Company.
(d) No Insolvency . The Company is not insolvent and is able to meet all of its financial liabilities as they become due and no winding-up, liquidation, dissolution or bankruptcy proceedings have been commenced or are being commenced or contemplated by the Company and no merger, consolidation, amalgamation, sale of all or substantially all of the assets or sale of the business transactions have been commenced or are being commenced or contemplated by the Company and the Company has no knowledge of any such proceedings or transactions having been commenced or being contemplated in respect of the Company by any other party.
(e) Authorized Capital . The authorized capital of the Company consists of an unlimited number of Common Shares, of which, as of the close of business on July 15, 2021, 69,201,472 Common Shares were outstanding as fully paid and non-assessable Common Shares of the Company.
(f) Absence of Rights . Other than as set out in Schedule “A” to this Agreement, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Company. The Offered Shares, the Compensation Options and the Compensation Option Shares, upon issuance, will not be issued in violation of or subject to any pre-emptive rights, participation rights or other contractual rights to purchase securities issued by the Company.
(g) Voting Control . To the knowledge of the Company, there is no agreement in force or effect which in any manner affects the voting or control of any of the securities of the Company.
(h) Freedom to Conduct Business . The Company is not a party to or bound or affected by any commitment, agreement or document containing any covenant which expressly limits the freedom of the Company to compete in any line of business, transfer or move any of its assets or operations or which would have a material adverse effect on the business practices, operations or condition of the Company.
(i) No Violation of Constating Documents . The Company is not in violation of the provisions of its articles (or equivalent), by-laws or resolutions or any statute or any order, rule or regulation of any court or governmental agency or both having jurisdiction over it or any of its operations, which violation or the consequences thereof would, alone or in the aggregate, have a material adverse effect on the Company.
(j) No Breach or Default . Neither the Company nor, to the knowledge of the Company, any other person, is in default in any material respect in the observance or performance

of any term, covenant or obligation to be performed by the Company or such other person, as applicable, under any Debt Instrument or Material Agreement to which the Company is a party or otherwise bound, and all such Debt Instruments and Material Agreements are in good standing, and no event has occurred which with notice or lapse of time or both would constitute such a default thereunder by the Company or, to the knowledge of the Company, any other party.

(k) Interest of Insiders . None of the directors or officers of the Company, any known holder of more than 10% of any class of shares of the Company, or any known associate or affiliate of any of the foregoing persons, has had any material interest, direct or indirect, in any material transaction within the previous two years or any proposed material transaction which, as the case may be, materially affected, is material to or will materially affect the Company.
(l) Purchases and Sales . The Company has not approved, is not contemplating and has not entered into any agreement in respect of, nor has any knowledge of:
(i) the purchase of any material property or assets or any interest therein or the sale, transfer or disposition of any material property or assets or any interest therein currently owned, directly or indirectly, by the Company whether by asset sale, transfer of shares or otherwise;
(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 otherwise) of the Company; or
(iii) a proposed or planned disposition of shares by any shareholder who owns, directly or indirectly, 10% or more of the outstanding shares of the Company.
(m) Leased Premises . With respect to the premises which the Company occupies as a tenant, the Company occupies such leased premises and has the exclusive right to occupy and use such leased premises and any lease or leases pursuant to which the Company occupies such premises are in good standing in all material respects and in full force and effect.
(n) Insurance . The Company is insured against such losses and risks and in such amounts as are customary in the business in which it is engaged. All policies of insurance insuring the Company or any of its business, assets, employees, officers and directors are in full force and effect, and the Company is in compliance with the terms of such policies in all material respects. There are no material claims by the Company under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause.

(o) Intellectual Property .

(i) The Company validly holds all necessary rights and interests related to its exclusive use of AZtechMine™ and the related proprietary targeting methodology and, other than in respect of AZtechMine™ and the related proprietary targeting methodology, the Company validly owns or possesses all necessary rights and interests related to the other intellectual property necessary for the conduct of its business as currently conducted and as proposed to be conducted.

(ii) To the best of the Company’s knowledge, the intellectual property owned by, licensed to or otherwise held by the Company is so held free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands of any kind whatsoever. Except as disclosed in the Company Due Diligence Documents, there are no restrictions on the ability of the Company to use and otherwise exploit the intellectual property owned by, licensed to or otherwise held by the Company. Except as disclosed in the Company Due Diligence Documents, none of the intellectual property owned by, licensed to or otherwise held by the Company comprises an improvement that would give any person any rights to such intellectual property, including rights to license such intellectual property. There are no current, and the Company is not aware of any threatened or pending, actions, suits, proceedings, claims or challenges by any other person with respect to the intellectual property owned by, licensed to or otherwise held by the Company, including as to validity or scope, or the rights of the Company with respect to its owned, licensed or otherwise held intellectual property, including by suggesting that such other person and not the Company has a claim of legal or beneficial ownership or other claim or interest in such intellectual property, and the Company is not aware of any fact which could form a reasonable basis for any such actions, suits, proceedings, claims or challenges.
(iii) The business of the Company as now conducted has not and does not, and as proposed to be conducted will not, infringed or conflicted or infringe or conflict with the intellectual property rights of any other person and no claim has been made against the Company alleging the infringement by the Company of any intellectual property rights of any other person. To the knowledge of the Company, there is no infringement by third parties of any intellectual property owned by, licensed to or otherwise held by the Company. The Company has not brought or threatened any action, suit, proceeding, claim or challenge against third parties for any unauthorized use, disclosure, misappropriation or infringement of any intellectual property owned by, licensed to or otherwise held by the Company or for any breach of any license or agreement involving any such intellectual property.
(iv) Other than in respect of AZtechMine™ and its proprietary targeting methodology, to the extent any intellectual property has been created in whole or in part by current or past employees of the Company, any rights therein of such employees have been irrevocably assigned in writing to the Company and no such employee has asserted any claim in respect of any moral rights in such person’s contribution to such intellectual property or any component thereof and all such moral rights have been waived by such person.
(v) The Company has implemented and maintained industry best practices to protect and maintain the confidentiality of all confidential proprietary information forming part of or in relation to the intellectual property owned by, licensed to or otherwise held by the Company and none of such information has become, to the knowledge of the Company, part of the public domain or knowledge. To the extent that any such intellectual property is licensed or disclosed to any person by the Company, or any person has been provided access by the Company to any such intellectual property (including any employee, officer, director, shareholder, consultant, contractor or service provider of the Company), the Company has entered into a

valid and enforceable written agreement which contains terms and conditions prohibiting the unauthorized use, reproduction, disclosure, reverse engineering or transfer of such intellectual property by such person and, to the knowledge of the Company, no person has inappropriately used, reproduced, divulged or misappropriated any such confidential proprietary information or has reverse engineered or is attempting to reverse engineer any of the intellectual property owned by, licensed to or otherwise held by the Company.

(vi) All of the intellectual property owned by, licensed to or otherwise held by the Company has been maintained and renewed in accordance with all applicable laws and the Company’s business objectives. All applications for registration of any intellectual property owned by, licensed to or otherwise held by the Company are in good standing and have been filed in a timely manner in the appropriate offices to preserve the rights thereto. Such applications for registration have been prosecuted, and are being prosecuted, diligently. There has been no public disclosure, sale or offer for sale of any intellectual property owned by, licensed to or otherwise held by the Company or other information that may prevent the valid issue of all available intellectual property rights in such intellectual property.

5.1.2 Offering

(a) Corporate Actions . Each of the execution and delivery of the Transaction Documents and the performance by the Company of its obligations hereunder and thereunder and the transactions contemplated hereby and thereby, including the issuance of the Offered Shares, the Compensation Options and the Compensation Option Shares, has been duly authorized by all necessary corporate action of the Company and each of the Transaction Documents has been duly executed and delivered by the Company and each constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with their respective terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, and that the provisions relating to indemnity, contribution and waiver of contribution may be unenforceable.
(b) Necessary Consents and Approvals . The Company has obtained all consents, approvals, Permits, authorizations and filings as may be required under Applicable Securities Laws necessary for the execution and delivery of the Transaction Documents, the issuance, creation, sale and delivery, as applicable, of the Offered Shares, the Compensation Options, and the Compensation Option Shares, and the consummation of the transactions contemplated hereby and thereby, other than customary post-closing notices or filings required to be submitted within the applicable time frame pursuant to Applicable Securities Laws.
(c) Absence of Breach . The Company is not in default or breach of, and the execution and delivery of the Transaction Documents, the fulfilment of the terms hereof and thereof by the Company and the issuance, sale and delivery of the Offered Shares and the issuing of the Compensation Options and the Compensation Option Shares do not and will not result in a 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, will result in a breach of or constitute a default under, and do not and will not conflict with the constitution or constating documents of the Company, any resolutions of the shareholders or

directors of the Company, the terms of any Debt Instrument or Material Agreement, or any judgment, decree, order, statute, rule or regulation applicable to any of them, which breach or default would have a material adverse effect on the Company.

(d) Validly Issued Offered Shares . All necessary corporate action has been taken by the Company so as to validly authorize, issue and sell the Offered Shares, and upon payment of the aggregate Offering Price for such Offered Shares and the issuance and delivery by the Company of such Offered Shares, whether in certificated form or by way of electronic deposit, the Offered Shares will be validly issued as fully paid and non-assessable Common Shares.
(e) Validly Issued Compensation Options . All necessary corporate action has been taken by the Company so as to validly create, authorize, and issue the Compensation Options, and upon the issuance and delivery by the Company of the Compensation Option Certificates, the Compensation Options will be validly issued.
(f) Validly Authorized Compensation Option Shares . The Compensation Option Shares have been validly authorized and allotted for issuance, and when issued in accordance with the terms of the Compensation Option Certificates, the Compensation Option Shares shall be validly issued as fully paid and non-assessable Common Shares.
(g) Transfer Agent . AST Trust Company (Canada), at its principal office in Montreal, Quebec, has been appointed as the registrar and transfer agent for the Common Shares.
(h) Description of Offered Shares . The attributes of the FT Shares and the HD Shares conform in all material respects with the description thereof in the FT Subscription Agreements and the HD Subscription Agreements, respectively, and this Agreement.
(i) Control Person . The completion of the Offering will not result in any new control person of the Company.
(j) Entitlement to Proceeds . Upon Closing in accordance with the terms of this Agreement, other than the Company, there is no person that is or will be entitled to demand the proceeds of the Offering.
(k) Fees and Commissions . Other than the Underwriters (or any members of their selling group) pursuant to this Agreement, there is no person acting or purporting to act at the request of the Company who is entitled to any brokerage, agency or other fiscal advisory or similar fee in connection with the Offering or transactions contemplated herein.

5.1.3 Financial Matters

(a) Financial Statements . The audited financial statements of the Company as at and for the financial years ended August 31, 2020 and 2019 and the unaudited condensed interim financial statements of the Company as at and for the three and six months ended February 28, 2021 and February 29, 2020 (together, the “ Financial Statements ”) have been prepared in accordance with IFRS consistently applied throughout the periods referred to therein, contain no misrepresentation and present fairly, in all material respects, the financial position (including the assets and liabilities, whether absolute, contingent or otherwise) of the Company as at such dates and the

results of operations of the Company for the periods then ended and there has been no material change in accounting policies or practices of the Company since August 31, 2020, except as disclosed in the notes to the Financial Statements.

(b) Contingent Liabilities . The Company does not have any liabilities, arrangements, obligations, indebtedness or commitments, whether accrued, absolute, contingent or otherwise, which are not disclosed or referred to in the Financial Statements or referred to or disclosed herein, other than liabilities or obligations which would not have a material adverse effect.
(c) Off-Balance Sheet Amounts . There are no material off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships of the Company with unconsolidated entities or other persons that could reasonably be expected to have a material adverse effect on the Company.
(d) No Material Change . Since August 31, 2020, other than as disclosed in the Public Record:
(i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Company;
(ii) there has not been any material change in the capital stock or long-term debt of the Company; and
(iii) the Company has carried on its business in the ordinary course.
(e) Internal Controls . The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the carrying values for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
(f) Indebtedness . The Company is not a party to any material Debt Instrument nor does it have any material loans or other indebtedness outstanding with any of its shareholders, officers, directors or employees, past or present, or any person not dealing at arm’s length with the Company.
(g) Dividends . There is not, in the constating documents of the Company or in any Debt Instrument, Material Agreement or other instrument or document to which the Company is a party, any restriction upon or impediment to, the declaration of dividends by the directors of the Company or the payment of dividends by the Company to the holders of Common Shares.
(h) Auditors . The Company’s auditor who audited the financial statements of the Company as at and for the financial years ended August 31, 2020 and 2019 and who provided their audit report thereon are independent public accountants as required under Canadian Securities Laws.

5.1.4 Compliance with Securities Laws, Exchange Rules and Corporate and Taxation Laws

(a) Reporting Issuer . The Company is a “reporting issuer”, or the equivalent thereof, in the Reporting Provinces and is not included on a list of defaulting reporting issuers maintained by any of the Canadian Securities Regulators of such provinces. The Company is not currently in default of any requirement of the Canadian Securities Laws in the Reporting Provinces which would have a material adverse effect on the Company, and in particular, without limiting the foregoing, the Company has at all times complied with its obligations to make timely disclosure of all material changes and material facts relating to it and there is no material change or material fact relating to the Company which has occurred and with respect to which the requisite news release has not been disseminated or material change report, as applicable, has not been filed with the Canadian Securities Regulators in the Reporting Provinces.
(b) No Suspension . The Company is not subject to any order cease trading any of its securities or prohibiting the sale of the Offered Shares or the issuance of the Compensation Options or the Compensation Option Shares and no other order has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, contemplated or threatened by any regulatory authority.
(c) TSXV Listing . The currently issued and outstanding Common Shares are listed and posted for trading on the TSXV and no order ceasing or suspending trading in any securities of the Company or prohibiting the trading of the Company’s issued securities has been issued and no proceedings for such purpose are pending or, to the Company’s knowledge, threatened.
(d) Absence of Reportable Event . There has never been a “reportable event” (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations ) between the Company and the present or former auditors of the Company and the present auditors of the Company have not provided any material comments or recommendations to the Company regarding its accounting policies, internal control systems or other accounting or financial practices that have not been implemented by the Company.
(e) Prior Transactions . All previous transactions completed by the Company have been fully disclosed to the Underwriters, were completed in compliance with all applicable laws and all related transaction agreements and all necessary corporate, third party and regulatory approvals, consents, authorizations, registrations and filings required in connection therewith were obtained or made, as applicable, and complied with. The Company’s due diligence review at the time of such previous transactions being completed, including financial, legal and title due diligence and background reviews, as may have been determined appropriate by management of the Company, did not result in the discovery of any fact or circumstance which may reasonably be expected to have a material adverse effect.
(f) Filings and Fees . All filings and fees required to be made and paid by the Company pursuant to applicable corporate laws, Applicable Securities Laws and other applicable laws, regulations or rules in the Reporting Provinces have been made and paid.

(g) Filing of Confidential Material Change Report . The Company has not filed any confidential material change reports or similar confidential report with any Canadian Securities Regulators that are still maintained on a confidential basis.
(h) Taxes . All taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “ Taxes ”) due and payable by the Company have been paid except for where the failure to pay such Taxes would not constitute an adverse material fact of the Company or result in an adverse material change to the Company. All tax returns, declarations, remittances and filings required to be filed by the Company have been filed with all appropriate governmental authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading in each case except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of the Company or result in an adverse material change to the Company. To the knowledge of the Company, no examination by any governmental authority of any tax return of the Company is currently in progress except in the ordinary course 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, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact of the Company or result in an adverse material change to the Company.

5.1.5 Public Disclosure and Company Due Diligence Documents

(a) Accuracy of Disclosure . All information (including the Public Record and the Company Due Diligence Documents) which has been prepared by the Company relating to the Company and its business, assets and liabilities and either publicly disclosed or provided to the Underwriters, is, as of the date of such information, true and correct in all material respects, do not contain a misrepresentation and no material fact or facts have been omitted therefrom that would make such information misleading. The Company has not withheld from the Underwriters any material facts relating to the Company or the Offering. The Company is not aware of any circumstances presently existing under which liability is or would reasonably be expected to be incurred under Part XXIII.1 – Civil Liability for Secondary Market Disclosure of the Securities Act (Ontario) and analogous secondary market liability disclosure provisions under Canadian Securities Laws in the Canadian Selling Jurisdictions.
(b) Forward-Looking Information . With respect to forward-looking information contained in the Public Record:
(i) the Company had a reasonable basis for the forward-looking information at the time the disclosure was made;
(ii) all forward-looking information is identified as such, and all such documents caution users of forward-looking information that actual results may vary from the forward-looking information, identifies material risk factors that could cause actual results to differ materially from the forward-looking information (including

by incorporation by reference), and states the material factors or assumptions used to develop the forward-looking information;

(iii) any future-oriented financial information or financial outlook contained therein is limited to a period for which the information can be reasonably estimated; and
(iv) the Company has updated such forward-looking information to the extent required by and in compliance with Applicable Securities Laws.
(c) Minute Books . The minute books and records of the Company which the Company has made available to the Underwriters and their counsel, Cassels Brock & Blackwell LLP, in connection with their due diligence investigation of the Company for the period of examination thereof contain copies of all constating documents and all proceedings of securityholders and directors (and committees thereof) (or drafts pending the approval thereof) and are complete in all material respects.
(d) Technical Disclosure . The Company is in compliance with the provisions of NI 43101 and all technical disclosure that has been publicly disclosed or provided to the Underwriters in respect of the Properties has been prepared and disclosed in compliance with the requirements of NI 43-101 and in compliance with other Canadian Securities Laws.

5.1.6 Mining Matters

(a) Properties and Assets . The Company (i) holds back-in options to acquire a 50% interest in each of the Munischiwan, Pikwa, Pontois and Desceliers properties and SOQUEM Inc. is the legal and beneficial owner of, and has title to, all of the mineral concessions comprising such properties, and (ii) is the legal and beneficial owner of, and has title to, all other Properties and assets of the Company, as described in the Public Record, and in all cases such Properties and assets are free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever, and no other property rights (including surface or access rights) or Mining Rights are necessary for the conduct of the business of the Company as currently conducted; the Company knows of no claim or basis for any claim that might or could adversely affect the right of the Company to use, transfer, access or otherwise exploit such property rights and Mining Rights; and, except as disclosed in the Public Record, the Company has no responsibility or obligation to pay any commission, royalty, license fee or similar payment to any person with respect to the property rights and Mining Rights thereof. The title opinion of Fasken Martineau DuMoulin LLP in satisfaction of the closing condition in Section 6.1(e) hereof will address all of the Mining Rights in respect of the Elmer Property.
(b) Mining Rights . The Company holds, directly or indirectly, all Mining Rights relating to the Properties and such Mining Rights have been validly registered and recorded in accordance with all applicable laws and are valid and subsisting; the Company has obtained all necessary surface rights, access rights and other necessary rights and interests relating to the Properties granting the Company the right and ability to access, explore for and develop the mineral deposits as are appropriate in view of the rights and interests therein of the Company, and each of the Mining Rights and each of the documents, agreements and instruments and obligations relating thereto referred to

above is currently in good standing, except where the failure to be in good standing would not have a material adverse effect on the Company.

(c) Title Documents . Any and all of the agreements and other documents and instruments pursuant to which the Company holds its Properties and assets (including any joint venture agreements, option agreements or any interest in, or right to acquire or earn an interest in, any Properties and assets) are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof, and the Company is not in default of any of the material provisions of any such agreements, documents or instruments, nor has any such default been alleged. Except as disclosed in the Company Due Diligence Documents, neither the Properties or assets (nor any joint venture agreement, option agreement or any interest in, or right to acquire or earn an interest in, any Properties or assets) of the Company are subject to any right of first refusal or purchase or acquisition rights of a third party. All of the Company’s joint venture agreements and option agreements have been disclosed in the Public Record and the Company has performed all obligations (including all necessary work and payment obligations) in a timely manner (and in accordance with all applicable work program progress and payment schedules or requirements) under such agreements, anticipate being able to continue to perform all such obligations moving forward and have been operating in accordance with the terms of and are in compliance with the terms and conditions contained in each such agreement. The Company does not expect any such agreement or the relationship with the counterparties thereto to be terminated or adversely modified, amended or varied or adversely enforced against the Company, other than in the ordinary course of business. The carrying out of the business of the Company as currently conducted and as proposed to be conducted does not result in a material violation or breach of or default under any such agreement.
(d) Aboriginal or First Nations . There are no material claims or actions with respect to aboriginal or First Nations rights currently existing, threatened or pending in respect of the Properties. The Company is not aware of any material land entitlement claims or aboriginal land claims having been asserted or any legal actions relating to aboriginal or community issues having been instituted in respect of the Properties, and no material dispute in respect of the Properties with any local or aboriginal or native group exists or is threatened or imminent in respect of the Properties, or any activities on such Properties.
(e) Community Relationships, Artisanal Miners . The Company maintains, and the Company reasonably expects to maintain, good relationships with the communities and persons affected by or located on the Properties, in all material respects, and there are no complaints, issues, proceedings or discussions which are ongoing or anticipated which could have the effect of interfering with, delaying or impairing the ability to explore, develop, exploit or otherwise operate the Properties, and the Company does not anticipate any issues or liabilities to arise on the Properties, in respect of any artisanal mining activity that, respectively, has adversely affected, or would adversely affect, the Company’s ability to explore, develop, exploit or otherwise operate the Properties.
(f) Government Relationships . The Company maintains, and the Company reasonably expects to maintain, a good relationship with all Governmental Entities in the jurisdictions in which the Properties are located and in which the Company otherwise

carries on its business or operations. All such government relationships are intact and mutually cooperative and, to the knowledge of the Company, there exists no condition or state of fact or circumstances in respect thereof, that would prevent the Company from conducting its business and all activities in connection with the Properties proposed to be conducted by the Company, and there exists no actual or, to the knowledge of the Company, threatened termination, limitation or other adverse modification in any such relationships with such Governmental Entities.

(g) No Expropriation or Claim . None of the Properties nor any of the Mining Rights have been taken, revoked, condemned or expropriated by any Governmental Entity nor has any written notice or proceeding in respect thereof been given, commenced or threatened or is pending, nor does the Company have any knowledge of the intent or proposal to give any such notice or commence any such proceeding.
(h) No Asset Impairment. The Company has undertaken an asset analysis in respect of the Properties, including all technical data and information, and has not found any material asset impairment and does not anticipate making any write downs in respect of the Properties, or any parts thereof.

5.1.7 Permitting and Environmental Matters

(a) Environmental Laws . The Company is in material compliance with all applicable federal, provincial, state, municipal and local laws, statutes, ordinances, by-laws and regulations and orders, directives and decisions rendered by any ministry, department or administrative or regulatory agency, domestic or foreign (the “ Environmental Laws ”) relating to the protection of the environment, occupational health and safety or the processing, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substance (“ Hazardous Substances ”).
(b) Permits and Authorizations . The Company has obtained all material permits, including Permits and Environmental Permits, necessary as at the date of this Agreement for the operation of the business carried on or proposed to be commenced by the Company. No approval, consent or authorization of any aboriginal or native group is necessary for the operation of the business carried on or proposed to be commenced by the Company.
(c) Hazardous Substances . The Company has not used, except in material compliance with all Environmental Laws and Environmental Permits, any property or facility which it owns or leases or previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance, except where such use would not result in a material adverse effect on the Company. The Company is not aware, based on its reasonable due diligence, of any material non-compliance with applicable Environmental Laws and Environmental Permits in respect of Hazardous Substances present on or used in connection with the Properties.
(d) Breach of Environmental Laws . Neither the Company nor, to the knowledge of the Company, any predecessor companies, have received any notice of, or been prosecuted for an offence alleging, material non-compliance with any Environmental Law, and neither the Company nor, to the knowledge of the Company, any predecessor

companies, have settled any allegation of material non-compliance short of prosecution. There are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to any of the Properties or assets of the Company, nor has the Company received notice of any of the same.

(e) Remediation Obligations . Except as ordinarily or customarily required by applicable Permit, the Company has not received any notice wherein it is alleged or stated that it is potentially responsible in a material amount for a federal, provincial, state, municipal or local clean-up site or corrective action under any Environmental Laws.
(f) Environmental Audits . There are no environmental audits, evaluations, assessments, studies or tests relating to the Company except for ongoing assessments conducted by or on behalf of the Company in the ordinary course.

5.1.8 Litigation, Compliance, Anti-Corruption/Anti-Money Laundering

(a) Actions, Proceedings and Investigations (Company) . There are no actions, proceedings or investigations (whether or not purportedly by or on behalf of the Company) commenced, threatened, or to the knowledge of the Company, pending, against or affecting the Company or to which its assets are subject at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any Governmental Entity and the Company is not subject to any judgments, orders, writs, injunctions, decrees, awards, rules, policies or regulations of any Governmental Entity which either separately or in the aggregate would have a material adverse effect on the Company or on the Company’s ability to perform its obligations under any Material Agreement.
(b) Actions, Proceedings and Investigations (Properties) . The Company is not aware of any actions, proceedings or investigations commenced, threatened, or to the knowledge of the Company, pending, against or affecting the Properties or the Mining Rights, as applicable, at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any Governmental Entity and the Company is not subject to any judgments, orders, writs, injunctions, decrees, awards, rules, policies or regulations of any Governmental Entity which either separately or in the aggregate would have a material adverse effect on the Properties or the Mining Rights.
(c) Notice of Restrictions on Business . The Company has not received notice from any Governmental Entity or regulatory authority of any jurisdiction in which it carries on a material part of its business, or owns or leases any material property, of any restriction on its ability to or of a requirement for it to qualify to, nor is it otherwise aware of any restriction on its ability to or of a requirement for it to qualify to, conduct its business as currently conducted or as currently contemplated to be conducted in the future in such jurisdiction, including the operation of the Properties, except that would not result in a material adverse effect to the Company.
(d) Judgments, etc . There are no judgments against the Company that are unsatisfied, nor are there any consent decrees or injunctions to which the Company is subject.
(e) Change in Legislation . The Company is not aware of any legislation, regulation or change in government position published or contemplated by a legislative body or Governmental Entity, which it anticipates will have a material adverse effect on the

business (as currently carried on or proposed to be carried on), affairs, operations, Properties, assets, liabilities (contingent or otherwise) or prospects of the Company.

(f) Anti-Corruption . Neither the Company nor, to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) violated any anti-bribery or anti-corruption laws applicable to the Company, including the Foreign Corrupt Practices Act of 1977 (United States) and the Corruption of Foreign Public Officials Act (Canada), or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any government official, whether directly or through any other person, for the purpose of influencing any act or decision of a government official in his or her official capacity, inducing a government official to do or omit to do any act in violation of his or her lawful duties, securing any improper advantage, inducing a government official to influence or affect any act or decision of any Governmental Entity, or assisting any representative of the Company in obtaining or retaining business for or with, or directing business to, any person; or (Y) to any person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company nor, to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request, or citation from any person alleging non-compliance with any such laws.
(g) Anti-Money Laundering . The operations of the Company are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (United States) and the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any Governmental Entity (collectively, the “ Money Laundering Laws ”) and no action, suit or proceeding by or before any court or Governmental Entity or any arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.

5.1.9 Employment Matters

(a) Employee Plans . Other than as disclosed in the Public Record, there are no plans related to retirement, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits,

unemployment benefits, vacation, incentive or otherwise contributed to or required to be contributed to, by the Company for the benefit of any current or former director, officer, employee or consultant of the Company.

(b) Accruals . There are no accruals for unpaid vacation pay, premiums for unemployment insurance, health premiums, federal or state pension plan premiums, accrued wages, salaries and commissions and employee benefit plan payments that are required to be reflected in the books and records of the Company which have not been reflected in such books and records.
(c) Labour Disputes . There has never been, there is not currently and the Company does not anticipate any labour disruption with respect to the employees or consultants of the Company which has materially adversely affected, is materially adversely affecting or could materially adversely affect the carrying on of the business of the Company.
(d) Compliance with Labour and Health and Safety Laws . The Company is in material compliance with all applicable laws and regulations respecting employment and employment practices, workers’ compensation, occupational health and safety and similar legislation, including payment in full of all amounts owing thereunder, and there are no pending claims or outstanding orders of a material nature against the Company under applicable workers’ compensation legislation, occupational health and safety or similar legislation nor has any event occurred which may give rise to any such material claim.
(e) COVID-19 Outbreak . Except as mandated by or in conformity with the recommendations of a Governmental Entity, there has been no closure or suspension of operations at the Properties or reduction in workforce productivity of the Company as a result of the novel coronavirus disease outbreak (the “ COVID-19 Outbreak ”). The Company has been monitoring the COVID-19 Outbreak and the present and potential impacts at all of its operations and has put appropriate control measures in place to ensure the wellness of all of its employees and surrounding communities where the Company operates while continuing to operate. All activities relating to the suspension and restart of operations at the Properties as a result of the COVID-19 Outbreak have been accurately disclosed in the Public Record and no fact or facts have been omitted therefrom which would make such information misleading.

5.1.10 Flow-Through Matters

(a) Resource Expenses . The expenses to be renounced by the Company to the FT Purchasers will constitute Resource Expenses on the effective date of the renunciation and on the date incurred. The expenses to be renounced by the Company to the FT Purchasers (i) will not include any amount that has previously been renounced by the Company to any of the FT Purchasers or to any other person; and (ii) would be deductible by the Company in computing its income for the purposes of Part I of the Tax Act but for the renunciation to the FT Purchasers.
(b) Termination Date . The Company has no reason to believe that it will be unable to incur (or be deemed to incur), on or after the Closing Date and on or before the Termination Date, or that it will be unable to renounce to the FT Purchasers, effective on or before December 31, 2021, Resource Expenses in an amount equal to the Commitment Amount and the Company has no reason to expect any reduction of such

amounts by virtue of subsection 66(12.73) of the Tax Act and section 359.15 of the Quebec Tax Act.

(c) Prescribed Shares . Except as a result of any Follow-On Transaction, agreement, arrangement, undertaking or understanding to which the Company is not a party and of which it has no knowledge, upon issue the FT Shares will be “flow-through shares” as defined in subsection 66(15) of the Tax Act and section 359.1 of the Quebec Tax Act and will not be “prescribed shares” within the meaning of section 6202.1 of the regulations to the Tax Act and sections 359.1R2 to 359.1R7 of the regulations to the Quebec Tax Act.
(d) Amalgamation . If the Company amalgamates with any one or more companies, any shares issued to or held by the FT Purchasers as a replacement for the FT Shares as a result of such amalgamation will qualify, by virtue of subsection 87(4.4) of the Tax Act and section 550.7 of the Quebec Tax Act or otherwise, as “flow-through shares” as defined in subsection 66(15) of the Tax Act and section 359.1 of the Quebec Tax Act, and in particular will not be “prescribed shares” as defined in section 6202.1 of the regulations to the Tax Act and sections 359.1R2 to 359.1R7 of the regulations to the Quebec Tax Act.
(e) Principal Business Corporation . The Company is and will continue to be a Principal Business Corporation until such time as all of the Resource Expenses required to be renounced under this Agreement and the FT Subscription Agreements have been incurred or have been deemed to be incurred and validly renounced pursuant to the Tax Act.
(f) Development and Qualified Corporation . The Company is and will continue to be both a “development corporation” as defined in section 363 of the Quebec Tax Act, and a “qualified corporation” as defined in sections 726.4.15 and 726.4.17.7 of the Quebec Tax Act until such time as all of the Resource Expenses required to be renounced under this Agreement and the FT Subscription Agreements have been incurred or have been deemed to be incurred and validly renounced pursuant to the Quebec Tax Act.
(g) Quebec Resources Credit . The Company undertakes not to claim the Quebec Resources Credit, otherwise available under the Quebec Tax Act, when its returns of income are prepared or thereafter, unless the obtaining of such a Quebec Resources Credit would not put the Company in an over-renunciation position.
(h) No Default . The Company is not, and has never been, in default of any of its legal obligations in respect of any “flow-through share” financings previously undertaken by the Company.
(i) 2020 FT Offering . The Company has incurred and renounced all of the resource expenses required to be incurred and renounced pursuant to the subscription and renunciation agreements entered into by the Company in connection with the 2020 FT Offering.

6. Conditions to Purchase Obligation

6.1 The following are conditions to the completion of the Underwriters’ obligations as contemplated in this Agreement, which conditions shall have been fulfilled by the Company on or prior to the Closing Time, other than as may be waived in writing in whole or in part by the Lead Underwriter, on behalf of the Underwriters:

(a) The board of directors of the Company will have authorized and approved the Transaction Documents and the Offering and all matters relating to the foregoing.
(b) The Underwriters shall have received a certificate dated the Closing Date, signed by appropriate officers of the Company, addressed to the Underwriters, with respect to: (i) the constating documents of the Company, (ii) all resolutions of the Company’s board of directors relating to the Offering and the Transaction Documents and the transactions contemplated hereby and thereby, and (iii) the incumbency and specimen signatures of signing officers of the Company, in the form of a certificate of incumbency and such further certificates and other documentation as may be contemplated in this Agreement or as the Underwriters may reasonably require.
(c) The Company will deliver a certificate of the Company signed on behalf of the Company, but without personal liability, by the Chief Executive Officer of the Company and the Chief Financial Officer of the Company or such other senior officers of the Company as may be acceptable to the Underwriters, acting reasonably, addressed to the Underwriters and dated the Closing Date, in form and content satisfactory to the Lead Underwriter on behalf of the Underwriters, acting reasonably, certifying that:
(i) no order, ruling or determination having the effect of suspending the sale of the Offered Shares or any securities of the Company (including the Common Shares) has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened by any regulatory authority;
(ii) there has been no material adverse change (actual, proposed or prospective, whether financial or otherwise) in the business, affairs, operations, Properties, assets, liabilities (contingent or otherwise) or capital of the Company, since August 31, 2020 to the date of this Agreement;
(iii) no default or event of default exists and is then continuing under any of the Transaction Documents and no event exists that, but for the giving of notice, lapse of time, or both, or but for the satisfaction of any other condition after that event, would constitute a default or event of default under any of the Transaction Documents;
(iv) the representations and warranties of the Company contained in this Agreement are true and correct in all material respects at the Closing Time, with the same force and effect as if made by the Company as at the Closing Time after giving effect to the transactions contemplated hereby; and

(v) the Company has complied with all the covenants and satisfied all the terms and conditions of this Agreement on its part to be complied with or satisfied prior to the Closing Time, other than conditions which have been waived by the Underwriters.
(d) The Underwriters shall have received a favourable legal opinion addressed to the Underwriters and the Purchasers, in form and substance satisfactory to the Underwriters’ counsel, acting reasonably, dated the Closing Date, from XploraMines S.A., counsel to the Company and where appropriate, local counsel in the other applicable jurisdictions, which counsel in turn may rely, as to matters of fact, on certificates of auditors, public officials and officers of the Company, with respect to the following matters:
(i) as to the existence of the Company under the laws of Quebec and as to the Company having the requisite corporate power and capacity under the laws of Quebec to carry on its business as presently carried on and as proposed to be carried on and to own, lease and operate its properties and assets (including, but not limited to, the Properties);
(ii) as to the Company being a “reporting issuer” not on the list of defaulting reporting issuers maintained pursuant to Canadian Securities Laws in the Reporting Provinces;
(iii) as to the authorized and issued capital of the Company;
(iv) as to the corporate power and authority of the Company to enter into and carry out its obligations under the Transaction Documents and to create, issue and sell, as applicable, the Offered Shares, the Compensation Options and the Compensation Option Shares;
(v) all necessary corporate action has been taken by the Company to authorize the execution and delivery of the Transaction Documents as well as the performance of its obligations thereunder;
(vi) the Transaction Documents have been duly executed and delivered by the Company, and constitute legal, valid and binding obligations of the Company enforceable against it in accordance with their respective terms;
(vii) the execution and delivery of the Transaction Documents and the performance by the Company of its obligations thereunder does not and will not result in a breach of, or constitute a default under, and does not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under any term or provision of the articles or by-laws of the Company, any resolutions of the shareholders or directors (including committees of the board of directors) of the Company, the QBCA or Canadian Securities Laws;
(viii) the Offered Shares have been duly and validly issued as fully paid and nonassessable Common Shares;
(ix) the Compensation Options have been duly and validly created and issued;

(x) the Compensation Option Shares have been validly authorized and allotted for issuance and, upon the exercise of the Compensation Options in accordance with the terms of the Compensation Option Certificates, the Compensation Option Shares will be validly issued as fully paid and non-assessable Common Shares;
(xi) the offering, issuance and sale of the Offered Shares and the issuance of the Compensation Options by the Company in accordance with the terms of this Agreement are exempt from the prospectus requirements of Canadian Securities Laws in the Canadian Selling Jurisdictions and no prospectus or other documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under Canadian Securities Laws to permit such issuance and sale; it being noted, however, that the Company is required to file or cause to be filed with the applicable Canadian Securities Regulators, a report on Form 45106F1 prepared and executed pursuant to NI 45-106, together with the prescribed filing fee, within ten days of the Closing Date;
(xii) the issuance of the Compensation Option Shares upon due exercise of the Compensation Options in accordance with the terms of the Compensation Option Certificates will be exempt from the prospectus and registration requirements of Canadian Securities Laws in the Canadian Selling Jurisdictions and no prospectus or other documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under Canadian Securities Laws to permit such issuance and delivery;
(xiii) no prospectus or other document is required to be filed, no proceeding is required to be taken and no approval, permit, consent or authorization is required to be obtained by the Company under Canadian Securities Laws in connection with the first trade of the Offered Shares and the Compensation Option Shares by the holders thereof provided that certain standard conditions are satisfied;
(xiv) upon issue, the FT Shares will be “flow-through shares” as defined in subsection 66(15) of the Tax Act and section 359.1 of the Quebec Tax Act and will not be “prescribed shares” within the meaning of section 6202.1 of the regulations to the Tax Act and sections 359.1R2 to 359.1R7 of the regulations to the Quebec Tax Act;
(xv) provided they are fully incurred in the manner and otherwise as covenanted and referenced in the FT Subscription Agreements and in the relevant officer’s certificate, the expenditures to be renounced in respect of the FT Shares pursuant to this Agreement and the FT Subscription Agreements will be Resource Expenses;
(xvi) the Company qualifies as a Principal Business Corporation, as a “development corporation” as defined in section 363 of the Quebec Tax Act, and as a “qualified corporation” as defined in sections 726.4.15 and 726.4.17.7 of the Quebec Tax Act; and
(xvii) such other matters as the Underwriters or their counsel may reasonably request.
(e) The Underwriters shall have received a favourable legal opinion addressed to the Underwriters and the Purchasers, in form and substance satisfactory to the Underwriters and their counsel, acting reasonably, from Fasken Martineau DuMoulin

LLP, with respect to title to the Elmer Property, including in respect of those matters that are usual and customary for transactions of this nature and subject to the usual and customary assumptions, limitations and qualifications.

(f) If any HD Shares are offered and sold in the United States pursuant to Schedule “B” attached hereto, the Underwriters shall have received a favourable legal opinion addressed to the Underwriters, in form and substance satisfactory to the Underwriters and their counsel, acting reasonably, dated the Closing Date, from Troutman Pepper Hamilton Sanders LLP, special United States counsel to the Company, such opinion to be subject to customary qualifications and assumptions, to the effect that no registration of the HD Shares offered and sold in the United States will be required under the U.S. Securities Act, provided that the offer and sale of the HD Shares in the United States is made in accordance with Schedule “B” attached hereto, and it being understood that no opinion is expressed as to any subsequent resale of the HD Shares or whether any sale or subsequent resale of the FT Shares would be integrated with the offering of the HD Shares.
(g) The Company will have caused the Transfer Agent to deliver a certificate as to its appointment as registrar and transfer agent of the Common Shares and as to the issued and outstanding Common Shares as of the close of business on the day prior to the Closing Date.
(h) Each of the Transaction Documents shall have been executed and delivered by the parties thereto in form and substance satisfactory to the Underwriters and their counsel acting reasonably.
(i) The Offering will have been conditionally approved by the TSXV and the Underwriters shall have received evidence that all requisite approvals, consents and acceptances of the appropriate regulatory authorities required to be obtained by the Company in order to complete the Offering have been made or obtained.
(j) The Underwriters shall have received a certificate of good standing or similar certificate with respect to the jurisdiction in which the Company is existing.
(k) The Underwriters shall have received executed copies of all of the lock-up agreements requested by the Underwriters pursuant to Section 4.1.1(l) in form and substance satisfactory to the Lead Underwriter, acting reasonably.

7. Closing

7.1 The Offering will be completed by electronic exchange of documents at the Closing Time or at such other place, date or time as may be mutually agreed to; provided that if the Company has not been able to comply in any material respect with any of the covenants or conditions set out herein required to be complied with by the Closing Time or such other date and time as may be mutually agreed to or such covenant or condition has not been waived by the Lead Underwriter, on behalf of the Underwriters, the respective obligations of the parties under this Agreement will terminate without further liability or obligation except for payment of expenses, indemnity and contribution provided for in this Agreement.

7.2 At or prior to the Closing Time, the Underwriters shall have delivered to the Company:
(a) completed and executed Subscription Agreements (including all certifications, forms and other documentation contemplated thereby or as may be required by applicable securities regulatory authorities) in a form acceptable to the Company;
(b) payment of the gross proceeds of the Offering less the Underwriters’ Fee and the Underwriters’ Expenses by wire transfer to the Company; and
(c) such further documentation as may be contemplated herein or as the Company may reasonably require.
7.3 At or prior to the Closing Time, the Company shall deliver to the Underwriters:
(a) the Offered Shares and the Compensation Options, whether by way of electronic deposit or delivery of certificates in definitive form, as directed by the Underwriters;
(b) the requisite legal opinions and certificates and other documents as contemplated in Section 6 of this Agreement; and
(c) such further documentation as may be contemplated herein or as the Underwriters may reasonably require.

8. Rights of Termination

8.1 The Underwriters (or any of them) shall be entitled to terminate and cancel their obligations hereunder (and the obligations of the Purchasers arranged by them to purchase Offered Shares) without any liability, by written notice to that effect given to the Company on or before Closing if, at any time prior to the Closing Time:

(a) Due Diligence Out . There shall exist any material fact or circumstance not disclosed as at the date of the Engagement Letter, which, in the opinion of the Underwriters (or any of them), results or could be expected to have a significant adverse effect on the market price or value of the Offered Shares;
(b) Legislation . There shall have occurred any change in the laws of Canada or of the Selling Jurisdictions, or any inquiry, investigation or other proceeding is made or any order is issued under or pursuant to any law of Canada or of the Selling Jurisdictions or by the TSXV in relation to the Company or any of its securities (except for any inquiry, investigation or other proceeding or order based upon activities of the Underwriters and not upon activities of the Company), which, in the opinion of the Underwriters (or any one of them), acting reasonably and in good faith, could reasonably have a significant adverse effect on the ability to market the Offered Shares;
(c) Disaster Out . There should develop, occur or come into effect or existence any event, action, state, condition (including without limitation, terrorism, disease, virus, plague, pandemic, or accident) or major financial occurrence of national or international consequence including by way of the COVID-19 Outbreak only to the extent that there are material adverse developments related thereto on or after the date of the Engagement Letter or a new or change in any law or regulation shall be enacted or take effect after the date of the Engagement Letter which, in the reasonable opinion of the

Underwriters (or any one of them), seriously adversely affects, or involves, or will seriously adversely affect or involve (i) the financial markets, (ii) the business, operations or affairs of the Company, or (iii) the market price or value of the securities of the Company;

(d) Material Change . There shall occur any material change or change in a material fact or new material fact, or there should be discovered any previously undisclosed material fact required to be disclosed which, in the reasonable opinion of the Underwriters (or any of them), has or would be expected to have a significant adverse effect on the market price or value of the Offered Shares;
(e) Breach . There is any breach or failure by the Company to comply with any material term, condition or covenant in the Engagement Letter or this Agreement, or in the event that any representation or warranty given by the Company in the Engagement Letter or this Agreement becomes false and is not rectified as at the Closing Time. The Underwriters (or any one of them) may waive, in whole or in part, or extend the time for compliance with, any terms and conditions without prejudice to their respective rights in respect of any other of such terms and conditions or any other or subsequent breach or non-compliance, provided that any such waiver or extension shall be binding upon the Underwriters (or any one of them, as applicable) only if the same is in writing and signed by them; or
(f) Change of Income Tax Law . There is announced any change or proposed change in the income tax laws of Canada or Quebec or the interpretation or administration thereof in respect of “flow-through shares”, as defined in the Tax Act, and such change, in the opinion of the Underwriters (or any one of them), could be expected to have a material adverse effect on the market price or value or the marketability of the FT Shares.

8.2 The rights of termination contained in this Section 8 may be exercised by any of the Underwriters and are in addition to any other rights or remedies the Underwriters may have in respect of any default, act or failure to act or non-compliance by the Company in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination by any Underwriter, there shall be no further liability on the part of such Underwriter to the Company or on the part of the Company to such Underwriter except in respect of any liability which may have arisen or may arise after such termination in respect of Section 9 (Indemnity) and Section 10 (Expenses) of this Agreement.

9. Indemnity

9.1 The Company (together with any subsidiaries) (collectively, the “ Indemnitor ”) hereby covenants and agrees to indemnify and hold the Underwriters, and each of their subsidiaries and affiliates, and each of their directors, officers, employees, shareholders/unitholders and agents (hereinafter referred to as the “ Personnel ”) harmless from and against any and all expenses, losses (other than loss of profits), fees, claims, actions (including shareholder actions, derivative actions or otherwise), damages, obligations, or liabilities, whether joint or several (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings or claims), and the reasonable fees and expenses of their counsel that may be incurred in advising with respect to and/or defending any actual or threatened claims, actions, suits, investigations or proceedings to which the Underwriters and/or their Personnel may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, upon the performance of professional services rendered to the Indemnitor by the Underwriters and their Personnel hereunder or otherwise in connection with the matters referred to in this Agreement, provided, however,

that this indemnity shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that:

(a) the Underwriters and/or their Personnel have been grossly negligent or dishonest, have engaged in wilful misconduct or have committed any fraudulent act in the course of such performance; and
(b) the expenses, losses, claims, damages or liabilities, as to which indemnification is claimed, were directly caused by the actions referred to in (a).

Without limiting the generality of the foregoing, this indemnity shall apply to all expenses (including legal expenses), losses, claims and liabilities that the Underwriters and/or their Personnel may incur as a result of any action or litigation that may be threatened or brought against the Underwriters and/or their Personnel.

If for any reason (other than the occurrence of any of the events itemized in paragraphs (a) and (b) of this Section 9), the foregoing indemnification is unavailable to the Underwriters or any Personnel or insufficient to hold the Underwriters or any Personnel harmless, then the Indemnitor shall contribute to the amount paid or payable by the Underwriters or any Personnel as a result of such expense, loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitor on the one hand and the Underwriters or any Personnel on the other hand but also the relative fault of the Indemnitor and the Underwriters or any Personnel, as well as any relevant equitable considerations; provided that the Indemnitor shall, in any event, contribute to the amount paid or payable by the Underwriters or any Personnel as a result of such expense, loss, claim, damage or liability, any excess of such amount over the amount of the fees received by the Underwriters pursuant to this Agreement.

The Indemnitor agrees that in case any legal proceeding shall be brought against the Indemnitor and/or the Underwriters or their Personnel by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, or shall investigate the Indemnitor and/or the Underwriters and any Personnel shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or by reason of the performance of professional services rendered to the Indemnitor by the Underwriters, the Underwriters shall have the right to employ their own counsel in connection therewith, and the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to reimburse the Underwriters for time spent by the Underwriters or their Personnel in connection therewith) and out-of-pocket expenses incurred at competitive rates by the Underwriters or their Personnel in connection therewith shall be paid by the Indemnitor as they occur, provided that in no circumstances will the Indemnitor be required to pay the fees and expenses of more than one legal counsel for all of the Underwriters and the Personnel, unless (i) the Indemnitor and the Underwriters have mutually agreed to the retention of more than one legal counsel for the Underwriters and the Personnel, or (ii) the Underwriters and the Personnel have or any of them has been advised in writing by legal counsel that representation of all of the Underwriters and the Personnel by the same legal counsel would be inappropriate due to actual or potential differing interests between them.

Promptly after receipt of notice of the commencement of any legal proceeding against the Underwriters or any of their Personnel or after receipt of notice of the commencement or any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Indemnitor, the Underwriters will notify the Indemnitor in writing of the commencement thereof. Failure to so notify the Indemnitor shall not relieve the Indemnitor of its obligations to indemnify the Underwriters and/or any Personnel except and only to the extent that the failure materially prejudices the Indemnitor. Throughout the course of such proceeding or investigation, the Underwriters will provide copies of all

relevant documentation to the Indemnitor, will keep the Indemnitor advised of the progress thereof and will discuss with the Indemnitor all significant actions proposed.

The indemnity and contribution obligations of the Indemnitor shall be in addition to any liability which the Indemnitor may otherwise have, shall extend upon the same terms and conditions to the Personnel of the Underwriters and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnitor, the Underwriters and any of their Personnel. The foregoing provisions shall survive the completion of professional services rendered under this Agreement or any termination of this Agreement.

To the extent that a FT Purchaser would otherwise be covered by this indemnity, this Section 9 shall not apply to such FT Purchaser if it would cause the FT Shares of such FT Purchaser to be “prescribed shares” within the meaning of Section 6202.1 of the regulations to the Tax Act or sections 359.1R2 to 359.1R7 of the regulations to the Quebec Tax Act.

10. Expenses

10.1 The Company will pay all expenses and fees in connection with the Offering, including all fees and disbursements of its legal counsel, and all reasonable out-of-pocket expenses of the Underwriters incurred in relation to the Offering, including all marketing related expenses and all reasonable fees and disbursements of legal counsel for the Underwriters (to a maximum of $85,000 plus applicable taxes and disbursements), and any HST on the foregoing amounts (collectively, the “ Underwriters’ Expenses ”).

10.2 The Underwriters’ Expenses incurred by the Underwriters, or on their behalf, shall be paid to the Underwriters on the Closing Date.

10.3 The Underwriters’ Expenses shall be reimbursed to the Underwriters by the Company whether or not the Offering is completed.

11. Advertisements

11.1 The Company acknowledges and agrees that the Underwriters shall have the right, subject always to Section 2.5, at their own expense, to place such advertisement or advertisements relating to the sale of the Offered Shares contemplated herein as the Underwriters may consider desirable or appropriate and as may be permitted by applicable law, including Applicable Securities Laws. The Company and the Underwriters each agree that they will not make public any advertisement in any media whatsoever relating to, or otherwise publicize, the transaction provided for herein so as to result in any exemption from the prospectus or registration requirements of applicable securities legislation in any of the provinces of Canada or any other jurisdiction in which the Offered Shares shall be offered and sold not being available.

12. Underwriters’ Compensation

12.1 In consideration of the services to be rendered by the Underwriters in connection with the Offering, the Company shall pay to the Underwriters a cash fee (the “ Underwriters’ Fee ”) equal to 6.0% of the aggregate gross proceeds from sales of the Offered Shares under the Offering (including in respect of any additional HD Shares sold on exercise of the Option), other than in respect of sales to those Purchasers on the president’s list of the Company (the “ President’s List ”) for which the cash fee payable will be equal to 3.0% of the gross proceeds from such sales (unless agreed otherwise by the Company and the Lead Underwriter). The President’s List will be as agreed to between the Company and the Lead Underwriter.

As additional consideration for the services to be rendered by the Underwriters in connection with the Offering, the Company shall issue to the Underwriters compensation options of the Company (the “ Compensation Options ”) entitling the Underwriters to acquire that number of Common Shares (the “ Compensation Option Shares ”) that is equal to 4.0% of the total number of Offered Shares sold under the Offering (including in respect of any additional HD Shares sold on exercise of the Option), at a price of $1.90 per Compensation Option Share, for a period of 18 months following the Closing Date, subject to adjustment in certain events.

12.2 The Underwriters’ Fee shall be paid and the Compensation Options shall be issued to the Underwriters on the Closing Date.

13. Underwriters’ Business

13.1 The Company acknowledges that the Underwriters may be engaged in securities trading and brokerage activities, and providing investment banking, investment management, financial and financial advisory services. In the ordinary course of their trading, brokerage, investment and asset management and financial activities, the Underwriters and their Affiliates may hold long or short positions, and may trade or otherwise effect or recommend transactions, for their own account or the accounts of their customers, in debt or equity securities or loans of the Company or any other company that may be involved in any transaction with the Company. Each Underwriter and its Affiliates may also provide a broad range of normal course financial products and services to its customers (including, but not limited to banking, credit derivative, hedging and foreign exchange products and services), including companies that may be involved in any transaction with the Company.

14. Underwriters’ Authority

14.1 The Company shall be entitled to and shall act on any notice, request, direction, consent, waiver, extension and other communication given or agreement entered into by or on behalf of the Underwriters by the Lead Underwriter and the Lead Underwriter shall represent the Underwriters and have authority to bind the Underwriters hereunder except in respect of a notice of termination pursuant to Section 8 or the exercise of the indemnity rights specified in Section 9 which shall require the action of the relevant Underwriter. Each of the Underwriters agrees that the Lead Underwriter has been authorized in such regard.

15. Syndication by the Underwriters

15.1 Subject to the terms and conditions of this Agreement, the Underwriters’ obligations under this Agreement shall be several and not joint, nor joint and several, and the Underwriters’ respective obligations and rights and benefits hereunder shall be as to the following percentages (“ Relevant Proportions ”):

be several and not joint, nor joint and several, a nefits hereunder shall be as to the following p	nd the Underwriters’ resp ercentages (“Relevant Pr
Name of Underwriter Paradigm Capital Inc. Laurentian Bank Securities Inc. Sprott Capital Partners LP	Syndicate Position
	85% 10% 5%
	100%

15.2 If any one of the Underwriters shall not complete the purchase and sale of its applicable percentage of the aggregate amount of the Offered Shares at the Closing Time for any reason whatsoever, the other Underwriters shall have the right, but shall not be obligated, to purchase the Offered Shares which would otherwise have been purchased by the defaulting Underwriter. If, with respect to the Offered Shares, the non-defaulting Underwriters elect not to exercise such rights to assume the entire obligations of the

defaulting Underwriter, then the Company shall have the right to terminate its obligations hereunder without liability except in respect of its indemnity and expense obligations in respect of the non-defaulting Underwriters. Nothing in this Section 15 shall oblige the Company to sell to the Underwriters less than all of the Offered Shares or shall relieve an Underwriter in default hereunder from liability to the Company.

16. Survival of Warranties, Representations, Covenants and Agreements

16.1 All representations, warranties, covenants and agreements of the Company herein contained or contained in any documents submitted pursuant to this Agreement and in connection with the transactions herein contemplated shall survive the Closing and, notwithstanding such Closing or any investigation made by or on behalf of the Underwriters or the Purchasers with respect thereto, shall continue in full force and effect for the benefit of the Underwriters and the Purchasers, as applicable for a period of two years following the Closing Date. For greater certainty, and without limiting the generality of the foregoing, the provisions contained in this Agreement in any way related to the indemnification of the Underwriters by the Company or the contribution obligations of the Underwriters or those of the Company shall survive and continue in full force and effect, indefinitely, subject only to the applicable limitation period prescribed by law.

17. General Contract Provisions

17.1 Notices . Any notice or other communication to be given hereunder shall be in writing and shall be given by delivery or by email, as follows:

if to the Company:

Azimut Exploration Inc. 110 De La Barre Street Longueuil, Quebec J4K 1A3 Attention: Jean-Marc Lulin Email: [email protected]

with a copy (not to constitute notice) to:

Fasken Martineau DuMoulin LLP 800 Victoria Square, Suite 3500 Montreal, Quebec H4Z 1E9

Attention: Marc Pothier Email: [email protected]

or if to the Underwriters:

Paradigm Capital Inc. 95 Wellington Street West, Suite 2101 Toronto, Ontario M5J 2N7

Attention: Christopher Glavin Email: [email protected]

with a copy (not to constitute notice to the Underwriters) to:

Cassels Brock & Blackwell LLP Suite 2100, Scotia Plaza 40 King Street West Toronto, Ontario M5H 3C2 Attention: Chad Accursi Email: [email protected]

and if so given, shall be deemed to have been given and received upon receipt by the addressee or a responsible officer of the addressee if delivered, or four hours after being electronically transmitted and receipt confirmed during normal business hours, as the case may be. Any party may, at any time, give notice in writing to the others in the manner provided for above of any change of address or email address.

17.2 Singular and Plural, etc. Where the context so requires, words importing the singular number include the plural and vice versa, and words importing gender shall include the masculine, feminine and neuter genders.

17.3 No Fiduciary Duty . The Company hereby acknowledges that the Underwriters are acting solely as agents 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 such purchase and sale of the Company’s securities, 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 Company’s securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting solely as agents in connection with the Offering and not as an agent of or fiduciary of the Company and no Underwriter has assumed, and no Underwriter will assume, any advisory responsibility in favour of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company on other matters).

17.4 Entire Agreement . This Agreement and Section 5 of the Engagement Letter constitute the only agreements between the parties with respect to the subject matter hereof and together shall supersede any and all prior negotiations and understandings with respect to the subject matter hereof. This Agreement may be amended or modified in any respect by written instrument only executed by all parties hereto.

17.5 Severability . The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement.

17.6 Successors and Assigns . The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Company, the Underwriters and the Purchasers and their respective executors,

heirs, successors and permitted assigns; provided that, except as provided herein or in the Subscription Agreements, this Agreement shall not be assignable by any party without the written consent of the others.

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

17.8 Time of the Essence . Time shall be of the essence for all provisions of this Agreement.

17.9 Language . The parties hereby acknowledge that they have expressly required this Agreement and all notices, statements of account and other documents required or permitted to be given or entered into pursuant hereto to be drawn up in the English language only. Les parties reconnaissent avoir expressément demandé que la présente Convention ainsi que tout avis, tout état de compte et tout autre document à être ou pouvant être donné ou conclu en vertu des dispositions des présentes, soient rédigés en langue anglaise seulement.

17.10 Effective Date . This Agreement is intended to and shall take effect as of the date first set forth above, notwithstanding its actual date of execution or delivery.

17.11 Counterparts, Facsimile and PDF . This Agreement may be executed by original or electronic signature and delivered by facsimile or other electronic transmission in one or more counterparts which, together, shall constitute an original copy of this Agreement as of the date first noted above.

[ Signature page follows. ]

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.

Yours very truly,

PARADIGM CAPITAL INC.

Per: (s) John Booth Name: John Booth Title: Head of Investment Banking

LAURENTIAN BANK SECURITIES INC.

Per: (s) Joseph Gallucci Name: Joseph Gallucci Title: Managing Director, Head of Mining, Investment Banking

SPROTT CAPITAL PARTNERS LP, by its General Partner, SPROTT CAPITAL PARTNERS GP INC.

Per: (s) David Wargo Name: David Wargo Title: Managing Director, Head of Investment Banking

The foregoing accurately reflects the terms of the transaction which we are to enter into and such terms are agreed to with effect as of the date provided at the top of the first page of this Agreement.

Per: (s) Jean-Marc Lulin Authorized Signatory

SCHEDULE "A"

DETAILS OF OUTSTANDING CONVERTIBLE AND EXCHANGEABLE SECURITIES AND RIGHTS TO ACQUIRE SECURITIES

This is Schedule “A” to the Underwriting Agreement dated July 16, 2021 among Azimut Exploration Inc. and Paradigm Capital Inc., Laurentian Bank Securities Inc. and Sprott Capital Partners LP.

Stock Options Outstanding as at July 15, 2021

The Company has 5,095,000 stock options to acquire Common Shares outstanding, each exercisable for one Common Share, as follows:

one Common Share, as follows:
Number of Stock Options Outstanding	Exercise Price	Expiry Date
575,000	$0.190	2023-07-29
580,000	$0.200	2025-03-24
50,000	$0.305	2028-03-01
520,000	$0.370	2028-03-20
75,000	$0.400	2028-04-16
320,000	$0.450	2022-05-09
150,000	$0.500	2029-12-19
735,000	$0.520	2026-10-07
820,000	$0.980	2031-03-18
120,000	$1.070	2030-10-01
80,000	$1.100	2030-03-15
50,000	$1.120	2031-01-06
960,000	$1.440	2030-02-27
10,000	$1.550	2031-06-01
8,000	$1.650	2030-08-14
42,000	$1.670	2030-08-03

SCHEDULE “B”

COMPLIANCE WITH UNITED STATES SECURITIES LAWS

This is Schedule “B” to the Underwriting Agreement dated July 16, 2021 among Azimut Exploration Inc. and Paradigm Capital Inc., Laurentian Bank Securities Inc. and Sprott Capital Partners LP.

Capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Underwriting Agreement to which this Schedule “B” is annexed.

For the purposes of this Schedule “B”, the following terms will have the meanings set forth below:

(a) “ Directed Selling Efforts ” means “directed selling efforts” as defined in Rule 902(c) of Regulation S and, without limiting the foregoing, but for greater clarity, it means, subject to the exclusions from the definition of directed selling efforts contained in Rule 902 of 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 includes the placement of any advertisement in a publication with a general circulation in the United States that refers to the offering of the Offered Shares;
(b) “ Disqualification Event ” means any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) of Regulation D;
(c) “ General Solicitation ” and “ General Advertising ” mean “general solicitation” and “general advertising”, respectively, as used in Rule 502(c) of Regulation D under the U.S. Securities Act, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the internet or broadcast over radio or television or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;
(d) “ Regulation D ” means Regulation D under the U.S. Securities Act;
(e) “ Regulation S ” means Regulation S under the U.S. Securities Act;
(f) “ Substantial U.S. Market Interest ” means “substantial U.S. market interest” as defined in Rule 902(j) of Regulation S; and
(g) “ U.S. Exchange Act ” means the United States Securities Exchange Act of 1934, as amended.
1.1 The Underwriters may only offer and sell the HD Shares within the United States through U.S. Affiliates on the terms and subject to the conditions of this Schedule “B”.
1.2 The Company represents, warrants, covenants and agrees to and with the Underwriters, as at the date hereof and as at the Closing Date, that:
(a) the Company is and, as at the Closing Date, will be, a “foreign issuer” (within the meaning of Rule 902(e) of Regulation S) and reasonably believes there is no Substantial U.S. Market Interest with respect to the Common Shares;
(b) the Company is not, and following the application of the proceeds from the sale of the Offered Shares will not be, registered or required to be registered as an “investment company” (as such term is defined in the U.S. Investment Company Act of 1940, as amended) under the U.S. Investment Company Act of 1940, as amended;
(c) except with respect to sales of HD Shares to Qualified Institutional Buyers solicited by the Underwriters through one or more of the U.S. Affiliates in reliance upon the exemption from registration available under Rule 506(b) of Regulation D, none of the Company, its affiliates, or any person acting on any of their behalf (other than the Underwriters, the U.S. Affiliates, any members of their selling group, or any person acting on any of their behalf, as to whom the Company makes no representation, warranty, covenant or agreement), has made or will make: (a) any offer to sell, or any solicitation of an offer to buy, any Offered Shares in the United States; or (b) any sale of Offered Shares unless, at the time the buy order was or will have been originated, (i) the Purchaser is outside the United States, or (ii) the Company, its affiliates, and any person acting on any of their behalf reasonably believes that the Purchaser is outside the United States;
(d) none of the Company, any of its affiliates or any person acting on any of their behalf (other than the Underwriters, the U.S. Affiliates, any members of their selling group, or any person acting on any of their behalf, as to whom the Company makes no representation, warranty, covenant or agreement) has engaged or will engage in any Directed Selling Efforts or has taken or will take any action (including the sale of securities into the United States) that would cause (i) the exemption from registration afforded by Rule 506(b) of Regulation D to be unavailable for offers and sales of the HD Shares in the United States pursuant to this Agreement or the exclusion from registration afforded by Rule 903 of Regulation S to be unavailable for offers and sales of the HD Shares outside the United States pursuant to this Agreement, or (ii) the exclusion from registration afforded by Rule 903 of Regulation S to be unavailable for offers and sales of the FT Shares outside the United States pursuant to this Agreement;
(e) none of the Company, any of its affiliates or any person acting on any of their behalf (other than the Underwriters, the U.S. Affiliates or any members of their selling group, or any person acting on any of their behalf, as to whom the Company makes no representation, warranty, covenant or agreement), has engaged or will engage in any form of General Solicitation or General Advertising, 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 in connection with the offer and sale of the HD Shares in the United States;
(f) none of the Company, any of its affiliates or any person acting on any of their behalf (other than the Underwriters, the U.S. Affiliates or any members of their selling group, or any person acting on any of their behalf, as to whom the Company makes no representation, warranty, covenant or agreement) has offered or sold, or will offer or sell (i) any of the Offered Shares in the United States, except for offers of HD Shares made through the Underwriters and one or more of the U.S. Affiliates and sales of HD Shares by the Company in reliance on the exemption from registration under the U.S. Securities Act provided by Rule 506(b) of Regulation D; or (ii) any of the Offered Shares outside the United States, except for offers and sales made through the Underwriters in “offshore transactions” (as defined in Rule 902(h) of Regulation S) in accordance with Rule 903 of Regulation S;
(g) the Company has not, for a period of six months prior to the commencement of the Offering, sold, offered for sale or solicited any offer to buy, and will not, during the Offering and for a period of six months following the Closing Date, sell, offer for sale or solicit any offer to buy, any of its securities in the United States in a manner that would be integrated with, and would cause the exemption provided by Rule 506(b) of Regulation D to become unavailable with respect to, the offer and sale of the Offered Shares in the United States as contemplated by this Agreement, including this Schedule “B”;
(h) none of the Company or any of its predecessors or affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminary or permanently enjoining such person for failure to comply with Rule 503 of Regulation D;
(i) the Company will, within prescribed time periods, prepare and file any forms or notices required under the U.S. Securities Act or applicable blue sky laws in connection with the offer and sale of the Offered Shares;
(j) with respect to the HD Shares to be offered and sold in reliance on Rule 506(b) of Regulation D (“ Regulation D Securities ”), none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Offering, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, or any promoter (as that term is defined in Rule 405 under the U.S. Securities Act) connected with the Company in any capacity at the time of sale (each, an “ Issuer Covered Person ” and, together, “ Issuer Covered Persons ”) is subject to any Disqualification Event, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) of Regulation D. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) of Regulation D. The Company has not paid and will not pay, nor is it aware of any person that has paid or will pay, directly or indirectly, any remuneration to any person (other than the Dealer Covered Persons) for solicitation of Purchasers of Regulation D Securities;
(k) the Company is not aware of any person (other than any Issuer Covered Person or Dealer Covered Person (as defined below)) that has been or will be paid (directly or indirectly) remuneration for solicitation of Purchasers in connection with the sale of any HD Shares pursuant to Rule 506(b) of Regulation D; and
(l) the Company will notify the Underwriters, in writing, prior to the Closing Date of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person.
1.3 The Underwriters acknowledge that they may not offer or sell the FT Shares in the United States. Each Underwriter acknowledges that the Offered Shares have not been and will not be registered under the U.S. Securities Act or any applicable state securities laws and may only be offered and sold in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and applicable state securities laws. In addition, until 40 days after the commencement of the offering of the Offered Shares, an offer or sale of the Offered Shares within the United States by any dealer (whether or not participating in the Offering) may violate the registration requirements of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with an available exemption from such registration requirements. Accordingly, each Underwriter severally and not jointly represents, warrants, covenants and agrees to and with the Company (and will cause its U.S. Affiliates to comply with such representations, warranties and covenants), as at the date hereof and as at the Closing Date, that:
(a) it and its U.S. Affiliate have not offered or sold, and will not offer or sell, any Offered Shares constituting part of its allotment except (i) offers and sales of HD Shares within the United States to Qualified Institutional Buyers in compliance with Rule 506(b) of Regulation D and similar exemptions under applicable state securities laws, as permitted in this Schedule “B”, or (ii) offers and sales of Offered Shares outside of the United States in “offshore transactions” (as defined in Rule 902(h) of Regulation S) in accordance with Rule 903 of Regulation S.

Accordingly, except as permitted in Schedule “B” neither it, nor any of its affiliates (including its U.S. Affiliate), nor any person acting on any of their behalf has engaged or will engage in:

(i) any offer to sell or any solicitation of an offer to buy, any Offered Shares in the United States;
(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, or such Underwriter, affiliate or person acting on behalf of either, reasonably believed that such Purchaser was outside the United States; or
(iii) any Directed Selling Efforts;
(b) none of it, its affiliates (including its U.S. Affiliate), or any person acting on any of their behalf have engaged or will engage in any form of General Solicitation or General Advertising, 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 in connection with its offers or sales of the HD Shares in the United States;
(c) all offers and sales of the HD Shares in the United States have been and will be effected by or through its U.S. Affiliate in compliance with all applicable U.S. federal and state broker-dealer requirements. Such U.S. Affiliate is and will be, on the date of each offer or sale of HD Shares in the United States, duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and under the laws of each state where such offers and sales are made (unless exempted from such state’s registration requirements) and a member in good standing with the Financial Industry Regulatory Authority, Inc.;
(d) any offer, or solicitation of an offer to buy HD Shares that has been made or will be made by it through its U.S. Affiliate in the United States was or will be made only to a person it reasonably believes to be a Qualified Institutional Buyer who is acquiring the HD Shares (i) for its own account or (ii) for the account of a Qualified Institutional Buyer with respect to which it exercises sole investment discretion, in a transaction that is exempt from registration under the U.S. Securities Act pursuant to Rule 506(b) of Regulation D and similar exemptions under applicable state securities laws;
(e) all U.S. Purchasers of the HD Shares who are buying the HD Shares pursuant to Rule 506(b) of Regulation D shall be informed that the HD Shares are being offered and sold to such Purchasers in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D and similar exemptions under applicable state securities laws;
(f) it has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Offered Shares, except with its affiliates (including its U.S. Affiliate), any selling group members or with the prior written consent of the Company; it shall require its U.S. Affiliate to comply with the same provisions of this Schedule as apply to such Underwriter as if such U.S. Affiliate was a party to this Agreement;
(g) with respect to offers and sales of Regulation D Securities, none of it, its U.S. Affiliate, or any of its or its U.S. Affiliate’s directors, executive officers, general partners, managing members or other officers participating in the Offering, or any other person associated with the Underwriter (including, but not limited to, its U.S. Affiliate) that has been or will be paid, directly or indirectly, remuneration for solicitation of Purchasers in connection with the sale of the Regulation D Securities (each, a “ Dealer Covered Person ” and, together, “ Dealer

Covered Persons ”), is subject to any Disqualification Event except for a Disqualification Event (i) covered by Rule 506(d)(2) of Regulation D and (ii) a description of which has been furnished in writing to the Company prior to the date hereof or, in the case of a Disqualification Event occurring after the date hereof, prior to the Closing Date. Neither it nor its U.S. Affiliate, if applicable, has paid or will pay, nor is it aware of any other person that has paid or will pay, directly or indirectly, any remuneration to any person (other than the Dealer Covered Persons) for solicitation of Purchasers of Regulation D Securities;

(h) with respect to offers and sales of Regulation D Securities, the Underwriter is not aware of any person other than a Dealer Covered Person that has been or will be paid (directly or indirectly) remuneration for solicitation of U.S. Purchasers in connection with the sale of the Regulation D Securities. It will notify the Company, prior to the Closing Date of any agreement entered into between it and any such person in connection with such sale;
(i) with respect to Regulation D Securities, the Underwriter will notify the Company, in writing, prior to the Closing Date, of (i) any Disqualification Event relating to any Dealer Covered Person not previously disclosed to the Company, and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Dealer Covered Person; and
(j) prior to completion of any sale of HD Shares to a U.S. Purchaser, each U.S. Purchaser thereof will execute and deliver a United States Purchaser Letter substantially in the form of Schedule “C” to the HD Subscription Agreements.
1.4 Each Underwriter further agrees and covenants with the Company that:
(a) prior to the Closing Date, it will provide the Company and its registrar and transfer agent for the Offered Shares with a list of all U.S. Purchasers of the HD Shares;
(b) if the Underwriters authorize any members of their selling group to offer and sell HD Shares in the United States, the Underwriters will cause each such selling group member to acknowledge in writing, for the benefit of the Company, its agreement to be bound by the provisions of this Schedule “B” in connection with all offers and sales of the HD Shares in the United States. The Underwriters have not and will not make any other contractual arrangement for the offer and sale of the HD Shares in the United States without the prior written consent of the Company;
(c) it has caused, or will cause prior to the Closing, each FT Purchaser to acknowledge, represent and warrant that:
- (i) it is not in the United States and is not acquiring the FT Shares for the account or benefit of a person in the United States;
- (ii) the FT Shares have not been offered to it in the United States, and the individuals making the order to purchase the FT Shares and executing and delivering the FT Subscription Agreement on its behalf were not in the United States when the order was placed and the FT Subscription Agreement was executed and delivered;
- (iii) it has not purchased the FT Shares as a result of any form of Directed Selling Efforts and the sale of the FT Shares was not accompanied by any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over radio, television or telecommunications, including electronic display and the Internet, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;
(iv) it has not engaged and will not engage in any Directed Selling Efforts and does not intend to resell any FT Shares into the United States; and
(v) the structure of the Offering and all transactions and activities contemplated pursuant to the Offering are not a scheme to avoid the registration requirements of the U.S. Securities Act; and
(d) at the Closing Time it, together with its U.S. Affiliate, will provide a certificate, substantially in the form of Annex “A” relating to the manner of the offer and sale of the HD Shares in the United States, or will be deemed to have represented and warranted that none of it, its affiliates or any person acting on any of their behalf has offered or sold Offered Shares in the United States.

ANNEX “A”

UNDERWRITER’S CERTIFICATE

In connection with the private placement in the United States of HD Shares of Azimut Exploration Inc. (the “ Company ”) pursuant to the underwriting agreement dated July 16, 2021 among the Company and the Underwriters named therein (the “ Underwriting Agreement ”), each of the undersigned does hereby certify as follows:

I. [Name of U.S. broker-dealer Affiliate] (the “ U.S. Affiliate ”) is a duly registered broker or dealer under the United States Securities Exchange Act of 1934, as amended, and the securities laws of each state in which an offer or sale of HD Shares was made (unless exempted from the respective state’s broker-dealer registration requirements), and is and was a member of and in good standing with the Financial Industry Regulatory Authority, Inc. on the date hereof and on the date of each offer of HD Shares made by it for sale by the Company in the United States, and all offers of HD Shares by the U.S. Affiliate for sale by the Company in the United States have been and will be effected by the U.S. Affiliate in accordance with all U.S. broker-dealer requirements;
II. we had reasonable grounds to believe and did believe that each offeree was, and continue to believe that each such offeree purchasing HD Shares offered by us who is in the United States or who was offered the HD Shares in the United States, is a “qualified institutional buyer” as defined in Rule 144A under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”) that is also an “accredited investor” as defined in Rule 501(a) of Regulation D under the U.S. Securities Act (a “ Qualified Institutional Buyer ”);
III. all offers of the HD Shares by us for sale by the Company in the United States were made to Qualified Institutional Buyers;
IV. no form of Directed Selling Efforts or General Solicitation or General Advertising were used by us in connection with the offer and sale of the HD Shares or the FT Shares;
V. prior to any sale of HD Shares in the United States, we caused each U.S. Purchaser to execute and deliver to us a United States Purchaser Letter in the form of Schedule “C” to the HD Subscription Agreements;
VI. neither we, nor our affiliates or any person acting on any of our behalf have taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the HD Shares;
VII. all U.S. Purchasers of the HD Shares have been informed that the HD Shares have not been and will not be registered under the U.S. Securities Act and are being offered and sold to such H.D. Purchasers without registration in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D and similar exemptions under applicable state securities laws;
VIII. with respect to offers and sales of Regulation D Securities, none of the Dealer Covered Persons is subject to any Disqualification Event except for a Disqualification Event covered by Rule 506(d)(2) of Regulation D, a description of which has been furnished in writing to the Company prior to the date hereof, or in the case of a Disqualification Event occurring after the date hereof, prior to the Closing Date, and we have not paid nor will we pay, nor are we aware of any other person that has paid or will pay, directly or indirectly, any remuneration to any person (other than the Dealer Covered Persons) for solicitation of U.S. Purchasers of the HD Shares; and
IX. the offering of the Offered Shares has been conducted by us in accordance with the terms of the Underwriting Agreement, including Schedule “B” attached thereto.

Unless otherwise defined, terms used in this certificate have the meanings given to them in the Underwriting Agreement, including Schedule “B” attached thereto.

Dated this day of , 2021.

[UNDERWRITER] [U.S. BROKER-DEALER AFFILIATE]

By: By: Name: Name: Title: Title: