Century Lithium Corp. - Capital/Financing Update 2021

AMENDING AGREEMENT

THIS AGREEMENT made as of the 3[rd] day of March, 2021,

BETWEEN:

CYPRESS DEVELOPMENT CORP. , a corporation existing under the laws of the Province of British Columbia

(the “ Company ”)

AND:

PI FINANCIAL CORP. , a corporation existing under the laws of the Province of British Columbia

(the “ Underwriter ”)

WHEREAS:

A. the Underwriter and the Company entered into an underwriting agreement dated February 12, 2021 (the “ Underwriting Agreement ”), pursuant to which the Company agreed to offer and sell to the Underwriter 13,600,000 units of the Company (the “ Offered Units ”) at a price of $1.25 per Offered Unit (the “ Offering Price ”) for an aggregate price of $17,000,000;
B. each Offered Unit shall consist of (i) one common share in the capital of the Company (each, a “ Unit Share ”) and (ii) one common share purchase warrant (each, a “ Warrant ”). Each Warrant will entitle the holder to purchase one common share in the capital of the Company (each, a “ Warrant Share ”) at an exercise price of $1.75 per Warrant Share, subject to adjustment in certain events, until the date that is 36 months after the closing date of the Offering;
C. pursuant to the Underwriting Agreement, the Company also granted an option (the “ Over-Allotment Option ”) to the Underwriter to purchase up to an additional 2,040,000 Offered Units at the Offering Price. The Over-Allotment Option is exercisable by the Underwriters at any time for a period of 30 days following the Closing Date; and
D. the Underwriter and the Company agreed to make certain amendments to the Underwriting Agreement as provided herein (the “ Amendments ”) and the Underwriter and the Company wish to formalize the Amendments by entering into this Amending Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and agreements herein contained (the receipt and sufficiency of which is hereby acknowledged), the Underwriter and the Company hereby agree as follows:

1. INTERPRETATION

In this agreement, any capitalized words or phrases shall, unless otherwise defined herein or unless the context otherwise requires, have the same meaning given to those words or phrases in the Underwriting Agreement.

2. AMENDMENTS

The definition of “Closing Date” under the heading “ Definitions and Interpretation ” in the Underwriting Agreement is hereby deleted in its entirety and replaced with the following:

““ Closing Date ” means the date that is three Business Days after the date that the Company obtains and delivers to the Underwriter the Final Receipt pursuant to subsection 1(b);”

Paragraph 1(b) of the Underwriting Agreement is hereby deleted in its entirety and replaced with the following:

“(i) The Company shall prepare and file under the Canadian Securities Laws, on a basis acceptable to the Underwriter, acting reasonably, the Final Prospectus and other documents relating to the proposed distribution of the Offered Units in the Qualifying Jurisdictions by 2:30 pm (Vancouver time) on or before March 8, 2021; and
(ii) the Company shall obtain and deliver to the Underwriter the Final Receipt from the BCSC (as principal regulator) and each of the other Canadian Securities Commissions pursuant to the Passport System dated on or before March 8, 2021.”

(such amendments collectively, the “ Extension ”).

3. CONTINUATION OF THE UNDERWRITING AGREEMENT

The Underwriting Agreement, as hereby amended, shall continue in full force and effect and the provisions of the Underwriting Agreement, as hereby amended, are ratified and confirmed in all respects.

4. WITHOUT PREJUDICE

The Extension is being granted to the Company by the Underwriter without prejudice to the rights of the Underwriter in respect of such terms and conditions or any other or subsequent breach or non-compliance by the Company.

5. ONE DOCUMENT

This Amending Agreement and the Underwriting Agreement shall be read and construed together as if they constituted one document.

6. COUNTERPARTS

This Amending Agreement may be executed in any number of original or facsimile counterparts each of which shall be deemed to be an original, but all of which together shall constitute one and the same document.

[ Signature pages follows ]

IN WITNESS WHEREOF the Underwriter and the Company have duly executed this Amending Agreement as of the day and date first above written.

PI FINANCIAL CORP.

"Tim Graham" By:

Authorized Signatory

CYPRESS DEVELOPMENT CORP.

"James G. Pettit" Per:

Authorized Signatory

Signature page to underwriting agreement amending agreement.

SECOND AMENDING AGREEMENT

THIS SECOND AMENDING AGREEMENT made as of the 8[th] day of March, 2021,

BETWEEN:

CYPRESS DEVELOPMENT CORP. , a corporation existing under the laws of the Province of British Columbia

(the “ Company ”)

AND:

PI FINANCIAL CORP. , a corporation existing under the laws of the Province of British Columbia

(the “ Underwriter ”)

WHEREAS:

A. the Underwriter and the Company entered into an underwriting agreement dated February 12, 2021, as amended on March 3, 2021 (the “ Underwriting Agreement ”), pursuant to which the Company agreed to offer and sell to the Underwriter 13,600,000 units of the Company (the “ Offered Units ”) at a price of $1.25 per Offered Unit (the “ Offering Price ”) for an aggregate price of $17,000,000;
B. each Offered Unit shall consist of (i) one common share in the capital of the Company (each, a “ Unit Share ”) and (ii) one common share purchase warrant (each, a “ Warrant ”). Each Warrant will entitle the holder to purchase one common share in the capital of the Company (each, a “ Warrant Share ”) at an exercise price of $1.75 per Warrant Share, subject to adjustment in certain events, until the date that is 36 months after the closing date of the Offering;
C. pursuant to the Underwriting Agreement, the Company also granted an option (the “ Over-Allotment Option ”) to the Underwriter to purchase up to an additional 2,040,000 Offered Units at the Offering Price. The Over-Allotment Option is exercisable by the Underwriters at any time for a period of 30 days following the Closing Date; and
D. the Underwriter and the Company agreed to further amend the Underwriting Agreement as provided herein (the “ Amendments ”) and the Underwriter and the Company wish to formalize the Amendments by entering into this Second Amending Agreement.

1. INTERPRETATION

2. AMENDMENTS

The definition of “Closing Date” under the heading “ Definitions and Interpretation ” in the Underwriting Agreement is hereby deleted in its entirety and replaced with the following:

““ Closing Date ” means the date that is three Business Days after the date that the Company obtains and delivers to the Underwriter the Final Receipt pursuant to subsection 1(b);”

Paragraph 1(b) of the Underwriting Agreement is hereby deleted in its entirety and replaced with the following:

“(i) The Company shall prepare and file under the Canadian Securities Laws, on a basis acceptable to the Underwriter, acting reasonably, the Final Prospectus and other documents relating to the proposed distribution of the Offered Units in the Qualifying Jurisdictions by 2:30 pm (Vancouver time) on or before March 9, 2021; and
(ii) the Company shall obtain and deliver to the Underwriter the Final Receipt from the BCSC (as principal regulator) and each of the other Canadian Securities Commissions pursuant to the Passport System dated on or before March 9, 2021.”

(such amendments collectively, the “ Extension ”).

3. CONTINUATION OF THE UNDERWRITING AGREEMENT

The Underwriting Agreement, as hereby amended, shall continue in full force and effect and the provisions of the Underwriting Agreement, as hereby amended, are ratified and confirmed in all respects.

4. WITHOUT PREJUDICE

5. ONE DOCUMENT

This Second Amending Agreement and the Underwriting Agreement shall be read and construed together as if they constituted one document.

6. COUNTERPARTS

This Second Amending Agreement may be executed in any number of original or facsimile counterparts each of which shall be deemed to be an original, but all of which together shall constitute one and the same document.

[ Signature pages follows ]

IN WITNESS WHEREOF the Underwriter and the Company have duly executed this Second Amending Agreement as of the day and date first above written.

PI FINANCIAL CORP.

"Tim Graham"

By:

Authorized Signatory

CYPRESS DEVELOPMENT CORP.

"James G. Pettit" Per:

Authorized Signatory

Signature page to underwriting agreement second amending agreement.

THIRD AMENDING AGREEMENT

THIS THIRD AMENDING AGREEMENT made as of the 9[th] day of March, 2021,

BETWEEN:

CYPRESS DEVELOPMENT CORP. , a corporation existing under the laws of the Province of British Columbia

(the “ Company ”)

AND:

PI FINANCIAL CORP. , a corporation existing under the laws of the Province of British Columbia

(the “ Underwriter ”)

WHEREAS:

A. the Underwriter and the Company entered into an underwriting agreement dated February 12, 2021, as amended on March 3, 2021 and March 8, 2021 (the “ Underwriting Agreement ”), pursuant to which the Company agreed to offer and sell to the Underwriter 13,600,000 units of the Company (the “ Offered Units ”) at a price of $1.25 per Offered Unit (the “ Offering Price ”) for an aggregate price of $17,000,000;
B. each Offered Unit shall consist of (i) one common share in the capital of the Company (each, a “ Unit Share ”) and (ii) one common share purchase warrant (each, a “ Warrant ”). Each Warrant will entitle the holder to purchase one common share in the capital of the Company (each, a “ Warrant Share ”) at an exercise price of $1.75 per Warrant Share, subject to adjustment in certain events, until the date that is 36 months after the closing date of the Offering;
C. pursuant to the Underwriting Agreement, the Company also granted an option (the “ Over-Allotment Option ”) to the Underwriter to purchase up to an additional 2,040,000 Offered Units at the Offering Price. The Over-Allotment Option is exercisable by the Underwriters at any time for a period of 30 days following the Closing Date; and
D. the Underwriter and the Company agreed to further amend the Underwriting Agreement as provided herein (the “ Amendments ”) and the Underwriter and the Company wish to formalize the Amendments by entering into this Third Amending Agreement.

1. INTERPRETATION

2. AMENDMENTS

The definition of “Closing Date” under the heading “ Definitions and Interpretation ” in the Underwriting Agreement is hereby deleted in its entirety and replaced with the following:

““ Closing Date ” means the date that is three Business Days after the date that the Company obtains and delivers to the Underwriter the Final Receipt pursuant to subsection 1(b);”

Paragraph 1(b) of the Underwriting Agreement is hereby deleted in its entirety and replaced with the following:

“(i) The Company shall prepare and file under the Canadian Securities Laws, on a basis acceptable to the Underwriter, acting reasonably, the Final Prospectus and other documents relating to the proposed distribution of the Offered Units in the Qualifying Jurisdictions by 2:30 pm (Vancouver time) on or before March 10, 2021; and
(ii) the Company shall obtain and deliver to the Underwriter the Final Receipt from the BCSC (as principal regulator) and each of the other Canadian Securities Commissions pursuant to the Passport System dated on or before March 10, 2021.”

(such amendments collectively, the “ Extension ”).

3. CONTINUATION OF THE UNDERWRITING AGREEMENT

The Underwriting Agreement, as hereby amended, shall continue in full force and effect and the provisions of the Underwriting Agreement, as hereby amended, are ratified and confirmed in all respects.

4. WITHOUT PREJUDICE

5. ONE DOCUMENT

This Third Amending Agreement and the Underwriting Agreement shall be read and construed together as if they constituted one document.

6. COUNTERPARTS

This Third Amending Agreement may be executed in any number of original or facsimile counterparts each of which shall be deemed to be an original, but all of which together shall constitute one and the same document.

[ Signature pages follows ]

IN WITNESS WHEREOF the Underwriter and the Company have duly executed this Third Amending Agreement as of the day and date first above written.

PI FINANCIAL CORP.

"Tim Graham" By:

Authorized Signatory

CYPRESS DEVELOPMENT CORP.

"James G. Pettit" Per:

Authorized Signatory

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Signature page to underwriting agreement Third amending agreement.

FOURTH AMENDING AGREEMENT

THIS FOURTH AMENDING AGREEMENT made as of the 10[th] day of March, 2021,

BETWEEN:

CYPRESS DEVELOPMENT CORP. , a corporation existing under the laws of the Province of British Columbia

(the “ Company ”)

AND:

PI FINANCIAL CORP. , a corporation existing under the laws of the Province of British Columbia

(the “ Underwriter ”)

WHEREAS:

A. the Underwriter and the Company entered into an underwriting agreement dated February 12, 2021, as amended on March 3, 2021, March 8, 2021 and March 9, 2021 (the “ Underwriting Agreement ”), pursuant to which the Company agreed to offer and sell to the Underwriter 13,600,000 units of the Company (the “ Offered Units ”) at a price of $1.25 per Offered Unit (the “ Offering Price ”) for an aggregate price of $17,000,000;
B. each Offered Unit shall consist of (i) one common share in the capital of the Company (each, a “ Unit Share ”) and (ii) one common share purchase warrant (each, a “ Warrant ”). Each Warrant will entitle the holder to purchase one common share in the capital of the Company (each, a “ Warrant Share ”) at an exercise price of $1.75 per Warrant Share, subject to adjustment in certain events, until the date that is 36 months after the closing date of the Offering;
C. pursuant to the Underwriting Agreement, the Company also granted an option (the “ Over-Allotment Option ”) to the Underwriter to purchase up to an additional 2,040,000 Offered Units at the Offering Price. The Over-Allotment Option is exercisable by the Underwriters at any time for a period of 30 days following the Closing Date; and
D. the Underwriter and the Company agreed to further amend the Underwriting Agreement as provided herein (the “ Amendments ”) and the Underwriter and the Company wish to formalize the Amendments by entering into this Fourth Amending Agreement.

1. INTERPRETATION

2. AMENDMENTS

The definition of “Closing Date” under the heading “ Definitions and Interpretation ” in the Underwriting Agreement is hereby deleted in its entirety and replaced with the following:

““ Closing Date ” means the date that is three Business Days after the date that the Company obtains and delivers to the Underwriter the Final Receipt pursuant to subsection 1(b);”

Paragraph 1(b) of the Underwriting Agreement is hereby deleted in its entirety and replaced with the following:

“(i) The Company shall prepare and file under the Canadian Securities Laws, on a basis acceptable to the Underwriter, acting reasonably, the Final Prospectus and other documents relating to the proposed distribution of the Offered Units in the Qualifying Jurisdictions by 2:30 pm (Vancouver time) on or before March 12, 2021; and
(ii) the Company shall obtain and deliver to the Underwriter the Final Receipt from the BCSC (as principal regulator) and each of the other Canadian Securities Commissions pursuant to the Passport System dated on or before March 12, 2021.”

(such amendments collectively, the “ Extension ”).

3. CONTINUATION OF THE UNDERWRITING AGREEMENT

The Underwriting Agreement, as hereby amended, shall continue in full force and effect and the provisions of the Underwriting Agreement, as hereby amended, are ratified and confirmed in all respects.

4. WITHOUT PREJUDICE

5. ONE DOCUMENT

This Fourth Amending Agreement and the Underwriting Agreement shall be read and construed together as if they constituted one document.

6. COUNTERPARTS

This Fourth Amending Agreement may be executed in any number of original or facsimile counterparts each of which shall be deemed to be an original, but all of which together shall constitute one and the same document.

[ Signature pages follows ]

IN WITNESS WHEREOF the Underwriter and the Company have duly executed this Fourth Amending Agreement as of the day and date first above written.

PI FINANCIAL CORP.

"Tim Graham" By:

Authorized Signatory

CYPRESS DEVELOPMENT CORP.

"James G. Pettit" Per:

Authorized Signatory

==> picture [5 x 5] intentionally omitted <==

Signature page to underwriting agreement Fourth amending agreement.

FIFTH AMENDING AGREEMENT

THIS FIFTH AMENDING AGREEMENT made as of the 12[th] day of March, 2021,

BETWEEN:

CYPRESS DEVELOPMENT CORP. , a corporation existing under the laws of the Province of British Columbia

(the “ Company ”)

AND:

PI FINANCIAL CORP. , a corporation existing under the laws of the Province of British Columbia

(the “ Underwriter ”)

WHEREAS:

A. the Underwriter and the Company entered into an underwriting agreement dated February 12, 2021, as amended on March 3, 2021, March 8, 2021, March 9, 2021 and March 10, 2021 (the “ Underwriting Agreement ”), pursuant to which the Company agreed to offer and sell to the Underwriter 13,600,000 units of the Company (the “ Offered Units ”) at a price of $1.25 per Offered Unit (the “ Offering Price ”) for an aggregate price of $17,000,000;
B. each Offered Unit shall consist of (i) one common share in the capital of the Company (each, a “ Unit Share ”) and (ii) one common share purchase warrant (each, a “ Warrant ”). Each Warrant will entitle the holder to purchase one common share in the capital of the Company (each, a “ Warrant Share ”) at an exercise price of $1.75 per Warrant Share, subject to adjustment in certain events, until the date that is 36 months after the closing date of the Offering;
C. pursuant to the Underwriting Agreement, the Company also granted an option (the “ Over-Allotment Option ”) to the Underwriter to purchase up to an additional 2,040,000 Offered Units at the Offering Price. The Over-Allotment Option is exercisable by the Underwriters at any time for a period of 30 days following the Closing Date; and
D. the Underwriter and the Company agreed to further amend the Underwriting Agreement as provided herein (the “ Amendments ”) and the Underwriter and the Company wish to formalize the Amendments by entering into this Fifth Amending Agreement.

1. INTERPRETATION

2. AMENDMENTS

The definition of “Closing Date” under the heading “ Definitions and Interpretation ” in the Underwriting Agreement is hereby deleted in its entirety and replaced with the following:

““ Closing Date ” means the date that is three Business Days after the date that the Company obtains and delivers to the Underwriter the Final Receipt pursuant to subsection 1(b);”

Paragraph 1(b) of the Underwriting Agreement is hereby deleted in its entirety and replaced with the following:

“(i) The Company shall prepare and file under the Canadian Securities Laws, on a basis acceptable to the Underwriter, acting reasonably, the Final Prospectus and other documents relating to the proposed distribution of the Offered Units in the Qualifying Jurisdictions by 2:30 pm (Vancouver time) on or before March 15, 2021; and
(ii) the Company shall obtain and deliver to the Underwriter the Final Receipt from the BCSC (as principal regulator) and each of the other Canadian Securities Commissions pursuant to the Passport System dated on or before March 15, 2021.”

(such amendments collectively, the “ Extension ”).

3. CONTINUATION OF THE UNDERWRITING AGREEMENT

The Underwriting Agreement, as hereby amended, shall continue in full force and effect and the provisions of the Underwriting Agreement, as hereby amended, are ratified and confirmed in all respects.

4. WITHOUT PREJUDICE

5. ONE DOCUMENT

This Fifth Amending Agreement and the Underwriting Agreement shall be read and construed together as if they constituted one document.

6. COUNTERPARTS

This Fifth Amending Agreement may be executed in any number of original or facsimile counterparts each of which shall be deemed to be an original, but all of which together shall constitute one and the same document.

[ Signature pages follows ]

IN WITNESS WHEREOF the Underwriter and the Company have duly executed this Fifth Amending Agreement as of the day and date first above written.

PI FINANCIAL CORP.

By:

"Tim Graham"

Authorized Signatory

CYPRESS DEVELOPMENT CORP.

"James G. Pettit" Per: Authorized Signatory

Signature page to underwriting agreement fifth amending agreement.

SIXTH AMENDING AGREEMENT

THIS SIXTH AMENDING AGREEMENT made as of the 15[th] day of March, 2021,

BETWEEN:

CYPRESS DEVELOPMENT CORP. , a corporation existing under the laws of the Province of British Columbia

(the “ Company ”)

AND:

PI FINANCIAL CORP. , a corporation existing under the laws of the Province of British Columbia

(the “ Underwriter ”)

WHEREAS:

A. the Underwriter and the Company entered into an underwriting agreement dated February 12, 2021, as amended on March 3, 2021, March 8, 2021, March 9, 2021, March 10, 2021 and March 12, 2021 (the “ Underwriting Agreement ”), pursuant to which the Company agreed to offer and sell to the Underwriter 13,600,000 units of the Company (the “ Offered Units ”) at a price of $1.25 per Offered Unit (the “ Offering Price ”) for an aggregate price of $17,000,000;
B. each Offered Unit shall consist of (i) one common share in the capital of the Company (each, a “ Unit Share ”) and (ii) one common share purchase warrant (each, a “ Warrant ”). Each Warrant will entitle the holder to purchase one common share in the capital of the Company (each, a “ Warrant Share ”) at an exercise price of $1.75 per Warrant Share, subject to adjustment in certain events, until the date that is 36 months after the closing date of the Offering;
C. pursuant to the Underwriting Agreement, the Company also granted an option (the “ Over-Allotment Option ”) to the Underwriter to purchase up to an additional 2,040,000 Offered Units at the Offering Price. The Over-Allotment Option is exercisable by the Underwriters at any time for a period of 30 days following the Closing Date; and
D. the Underwriter and the Company agreed to further amend the Underwriting Agreement as provided herein (the “ Amendments ”) and the Underwriter and the Company wish to formalize the Amendments by entering into this Sixth Amending Agreement.

1. INTERPRETATION

2. AMENDMENTS

The definition of “Closing Date” under the heading “ Definitions and Interpretation ” in the Underwriting Agreement is hereby deleted in its entirety and replaced with the following:

““ Closing Date ” means the date that is three Business Days after the date that the Company obtains and delivers to the Underwriter the Final Receipt pursuant to subsection 1(b);”

Paragraph 1(b) of the Underwriting Agreement is hereby deleted in its entirety and replaced with the following:

“(i) The Company shall prepare and file under the Canadian Securities Laws, on a basis acceptable to the Underwriter, acting reasonably, the Final Prospectus and other documents relating to the proposed distribution of the Offered Units in the Qualifying Jurisdictions by 2:30 pm (Vancouver time) on or before March 16, 2021; and
(ii) the Company shall obtain and deliver to the Underwriter the Final Receipt from the BCSC (as principal regulator) and each of the other Canadian Securities Commissions pursuant to the Passport System dated on or before March 16, 2021.”

(such amendments collectively, the “ Extension ”).

3. CONTINUATION OF THE UNDERWRITING AGREEMENT

The Underwriting Agreement, as hereby amended, shall continue in full force and effect and the provisions of the Underwriting Agreement, as hereby amended, are ratified and confirmed in all respects.

4. WITHOUT PREJUDICE

5. ONE DOCUMENT

This Sixth Amending Agreement and the Underwriting Agreement shall be read and construed together as if they constituted one document.

6. COUNTERPARTS

This Sixth Amending Agreement may be executed in any number of original or facsimile counterparts each of which shall be deemed to be an original, but all of which together shall constitute one and the same document.

[ Signature pages follows ]

IN WITNESS WHEREOF the Underwriter and the Company have duly executed this Sixth Amending Agreement as of the day and date first above written.

PI FINANCIAL CORP.

"Tim Graham" By: Authorized Signatory

CYPRESS DEVELOPMENT CORP.

"James G. Pettit" Per:

Authorized Signatory

Signature page to underwriting agreement sixth amending agreement.

SEVENTH AMENDING AGREEMENT

THIS SEVENTH AMENDING AGREEMENT made as of the 16[th] day of March, 2021,

BETWEEN:

CYPRESS DEVELOPMENT CORP. , a corporation existing under the laws of the Province of British Columbia

(the “ Company ”)

AND:

PI FINANCIAL CORP. , a corporation existing under the laws of the Province of British Columbia

(the “ Underwriter ”)

WHEREAS:

A. the Underwriter and the Company entered into an underwriting agreement dated February 12, 2021, as amended on March 3, 2021, March 8, 2021, March 9, 2021, March 10, 2021, March 12, 2021 and March 15, 2021 (the “ Underwriting Agreement ”), pursuant to which the Company agreed to offer and sell to the Underwriter 13,600,000 units of the Company (the “ Offered Units ”) at a price of $1.25 per Offered Unit (the “ Offering Price ”) for an aggregate price of $17,000,000;
B. each Offered Unit shall consist of (i) one common share in the capital of the Company (each, a “ Unit Share ”) and (ii) one common share purchase warrant (each, a “ Warrant ”). Each Warrant will entitle the holder to purchase one common share in the capital of the Company (each, a “ Warrant Share ”) at an exercise price of $1.75 per Warrant Share, subject to adjustment in certain events, until the date that is 36 months after the closing date of the Offering;
C. pursuant to the Underwriting Agreement, the Company also granted an option (the “ Over-Allotment Option ”) to the Underwriter to purchase up to an additional 2,040,000 Offered Units at the Offering Price. The Over-Allotment Option is exercisable by the Underwriters at any time for a period of 30 days following the Closing Date; and
D. the Underwriter and the Company agreed to further amend the Underwriting Agreement as provided herein (the “ Amendments ”) and the Underwriter and the Company wish to formalize the Amendments by entering into this Seventh Amending Agreement.

1. INTERPRETATION

2. AMENDMENTS

The definition of “Closing Date” under the heading “ Definitions and Interpretation ” in the Underwriting Agreement is hereby deleted in its entirety and replaced with the following:

““ Closing Date ” means the date that is no later than March 19, 2021;”

Paragraph 1(b) of the Underwriting Agreement is hereby deleted in its entirety and replaced with the following:

“(i) The Company shall prepare and file under the Canadian Securities Laws, on a basis acceptable to the Underwriter, acting reasonably, the Final Prospectus and other documents relating to the proposed distribution of the Offered Units in the Qualifying Jurisdictions by 10:00 am (Vancouver time) on or before March 17, 2021; and
(ii) the Company shall obtain and deliver to the Underwriter by 2:00 pm (Vancouver Tim) on March 17, 2021, the Final Receipt from the BCSC (as principal regulator) and each of the other Canadian Securities Commissions pursuant to the Passport System dated on or before March 17, 2021.”

(such amendments collectively, the “ Extension ”).

3. CONTINUATION OF THE UNDERWRITING AGREEMENT

The Underwriting Agreement, as hereby amended, shall continue in full force and effect and the provisions of the Underwriting Agreement, as hereby amended, are ratified and confirmed in all respects.

4. WITHOUT PREJUDICE

5. ONE DOCUMENT

This Seventh Amending Agreement and the Underwriting Agreement shall be read and construed together as if they constituted one document.

6. COUNTERPARTS

This Seventh Amending Agreement may be executed in any number of original or facsimile counterparts each of which shall be deemed to be an original, but all of which together shall constitute one and the same document.

[ Signature pages follows ]

IN WITNESS WHEREOF the Underwriter and the Company have duly executed this Seventh Amending Agreement as of the day and date first above written.

PI FINANCIAL CORP.

"Tim Graham" By: Authorized Signatory

CYPRESS DEVELOPMENT CORP.

"James G. Pettit" Per: Authorized Signatory

Signature page to underwriting agreement seventh amending agreement.

AI assistant

Century Lithium Corp. — Capital/Financing Update 2021

43769_rns_2021-03-17_b642ac65-f2ff-4b5b-a7eb-2452965575f9.pdf

WHEREAS:

1. INTERPRETATION

2. AMENDMENTS

3. CONTINUATION OF THE UNDERWRITING AGREEMENT

4. WITHOUT PREJUDICE

5. ONE DOCUMENT

6. COUNTERPARTS

[ Signature pages follows ]

PI FINANCIAL CORP.

CYPRESS DEVELOPMENT CORP.

WHEREAS:

1. INTERPRETATION

2. AMENDMENTS

3. CONTINUATION OF THE UNDERWRITING AGREEMENT

4. WITHOUT PREJUDICE

5. ONE DOCUMENT

6. COUNTERPARTS

[ Signature pages follows ]

PI FINANCIAL CORP.

CYPRESS DEVELOPMENT CORP.

WHEREAS:

1. INTERPRETATION

2. AMENDMENTS

3. CONTINUATION OF THE UNDERWRITING AGREEMENT

4. WITHOUT PREJUDICE

5. ONE DOCUMENT

6. COUNTERPARTS

[ Signature pages follows ]

PI FINANCIAL CORP.

CYPRESS DEVELOPMENT CORP.

WHEREAS:

1. INTERPRETATION

2. AMENDMENTS

3. CONTINUATION OF THE UNDERWRITING AGREEMENT

4. WITHOUT PREJUDICE

5. ONE DOCUMENT

6. COUNTERPARTS

[ Signature pages follows ]

PI FINANCIAL CORP.

CYPRESS DEVELOPMENT CORP.

WHEREAS:

1. INTERPRETATION

2. AMENDMENTS

3. CONTINUATION OF THE UNDERWRITING AGREEMENT

4. WITHOUT PREJUDICE

5. ONE DOCUMENT

6. COUNTERPARTS

[ Signature pages follows ]

PI FINANCIAL CORP.

CYPRESS DEVELOPMENT CORP.

WHEREAS:

1. INTERPRETATION

2. AMENDMENTS

3. CONTINUATION OF THE UNDERWRITING AGREEMENT

4. WITHOUT PREJUDICE

5. ONE DOCUMENT

6. COUNTERPARTS

[ Signature pages follows ]

PI FINANCIAL CORP.

CYPRESS DEVELOPMENT CORP.

WHEREAS:

1. INTERPRETATION

2. AMENDMENTS

3. CONTINUATION OF THE UNDERWRITING AGREEMENT

4. WITHOUT PREJUDICE

5. ONE DOCUMENT

6. COUNTERPARTS

[ Signature pages follows ]

PI FINANCIAL CORP.

CYPRESS DEVELOPMENT CORP.

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Century Lithium Corp. Capital/Financing Update 2021