Critical Elements Lithium Corporation — Capital/Financing Update 2021

Nov 11, 2021

UNDERWRITING AGREEMENT

November 10, 2021

Critical Elements Lithium Corporation Suite 2101, 1080, Côte du Beaver Hall Montreal, QC H2Z 1S8

Attention: Mr. Jean-Sébastien Lavallée, Chief Executive Officer

Dear Sirs/Mesdames:

The undersigned, Cantor Fitzgerald Canada Corporation (" CFCC ") and Stifel Nicolaus Canada Inc. will act as co-lead underwriters and joint bookrunners (together with CFCC, the " Lead Underwriters "), together with Paradigm Capital Inc., Beacon Securities Limited, and Red Cloud Securities Inc. (collectively with the Lead Underwriters, the " Underwriters "). The Underwriters understand that Critical Elements Lithium Corporation (the " Corporation ") proposes to issue and sell to the Underwriters, or to substituted purchasers who agree to make such purchases in place of the Underwriters, 14,915,000 units of the Corporation (the " Units ") at a price of $1.75 per Unit (the " Offering Price ").

Upon and subject to the terms and conditions set forth herein, the Underwriters severally, in respect of the percentages set forth in Section 21 of this Agreement, and not jointly, nor jointly and severally, agree to act as underwriters and purchase from the Corporation, or arrange for substituted purchasers to purchase from the Corporation, and by its acceptance hereof, the Corporation agrees to sell to the Underwriters or such substituted purchasers, the Units on the Closing Date (as hereinafter defined) at the Offering Price for an aggregate purchase price of $26,101,250.

Each Unit shall consist of one Common Share (as defined herein) of the Corporation (a " Unit Share ") and one-half of one transferable Common Share purchase warrant (each whole warrant, a " Warrant ") with each Warrant entitling the holder to acquire an additional Common Share (a " Warrant Share ") at a price of $2.50 per Warrant Share at any time on or before the date which is 24 months after the Closing Date, the whole subject to the provisions set forth in the Warrant Indenture (as defined herein). The Warrants will be issued subject to the Warrant Indenture.

The Corporation also hereby grants the Underwriters an over-allotment option (the " Over-Allotment Option ") for the purposes of covering the Underwriters' "over-allocation position" (as that term is defined in NI 41-101 and for market stabilization purposes. The Over-Allotment Option may be exercised in whole or in part at the Lead Underwriter's sole discretion, to acquire up to an additional 2,237,250 units of the Corporation (the " Additional Units ") at the Offering Price. The Over-Allotment Option may be exercised by the Underwriters in respect of: (i) Additional Units at the Offering Price; (ii) additional Unit Shares (the " Additional Shares ") at a price of $1.65 per Additional Share; (iii) additional Warrants (the " Additional Warrants " and together with the Additional Units and the Additional Shares, the " Additional Securities ")) at a price of $0.20 per Additional Warrant; or (iv) any combination of Additional Shares and/or Additional Warrants, so long as the aggregate number of Additional Shares and Additional Warrants which may be issued under the Over-Allotment Option does not exceed 2,237,250 Additional Shares and 1,118,625 Additional Warrants. The total maximum additional proceeds upon exercise of the Over-Allotment Option is $3,915,187.45. The Over-Allotment Option may be exercised at any time up to 5:00 p.m. (Eastern time) on the date that is 30 days following the Closing Date. If the Lead Underwriters, on behalf of the Underwriters, elect to exercise such Over-Allotment Option, the Lead Underwriters shall notify the Corporation in writing not later than at 5:00 p.m. (Eastern time) on the date that is 30 days following the Closing Date (the " Option Exercise Notice "), which notice shall specify the number of Additional

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Securities to be purchased by the Underwriters or such substituted purchasers and the date (the " OverAllotment Option Closing Date ") on which such Additional Securities are to be purchased. Such OverAllotment Option Closing Date may be the same as the Closing Date but not earlier than two Business Days (as hereinafter defined) after the date of such notice; and not later than 30 days following the Closing Date. Additional Securities may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Units. If any Additional Units, Additional Shares, or Additional Warrants are purchased, each Underwriter agrees, severally and not jointly, nor jointly and severally, to purchase or arrange for substituted purchasers to purchase the percentage of such Additional Units, Additional Shares, or Additional Warrants (subject to such adjustments to eliminate fractional Common Shares as the Lead Underwriters may determine) equal to the percentage set out opposite the name of such Underwriter in Section 21 of this Agreement.

The offering of the Units by the Corporation described in this Agreement is hereinafter referred to as the " Offering " and, unless otherwise required by the context, references to the "Offering" shall include the offering of Additional Securities pursuant to the Over-Allotment Option and references to the "Units" shall include the Additional Units. References to the "Unit Shares", "Warrants" and the "Warrant Shares" include the Additional Securities and the Warrant Shares issuable pursuant to the Additional Warrants, unless the context requires otherwise.

The net proceeds of the Offering to the Corporation shall be used by the Corporation substantially in accordance with the disclosure set out under the section entitled "Use of Proceeds" in the Final Prospectus (as hereinafter defined).

The Offering shall take place in the Qualifying Jurisdictions (as hereinafter defined). The Offering may also take place in such other jurisdictions as may be agreed upon by the Corporation and the Lead Underwriters, provided that no prospectus or registration statement or comparable obligation arises and the Corporation does not thereafter become subject to continuous disclosure or other reporting obligations in such jurisdictions.

To the extent that substituted purchasers purchase Units at the Closing Time (as hereinafter defined), the obligations of the Underwriters to do so will be proportionately reduced by the number of Units purchased from the Corporation by such substituted purchasers. Any reference in this Agreement to "Purchasers" shall be taken to be a reference to the Underwriters, as the initial committed purchasers, and to the substituted purchasers, if any and as applicable. For certainty, Units may be offered and sold to, or for the account of benefit of, persons in the United States and U.S. Persons, provided that all such offers and sales shall be made in compliance with the exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A thereunder and/or Rule 506(b) of Regulation D thereunder and similar exemptions under applicable state securities laws. All offers and sales of Units to, or for the account of benefit of, persons in the United States and U.S. Persons shall be made in accordance with Schedule "A" hereto, which forms a part of this Agreement and the terms and conditions of which are incorporated herein by reference.

As provided in Section 23 below, the Underwriters shall be entitled to appoint a soliciting dealer group consisting of other registered dealers acceptable to the Corporation for the purposes of arranging for purchasers of the Units.

The additional terms and conditions of this Agreement are set forth below.

1. DEFINITIONS

In this Agreement:

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• (a) " Actions" has the meaning ascribed to such term in Section 19;

• (b) " Additional Share s" means the Common Shares of the Corporation which may be issued upon exercise of the Over-Allotment Option, and if issued, will be issued separately from the Additional Units and Additional Warrants;

• (c) " Additional Warrants " means the Warrants which may be issued upon exercise of the Over-Allotment Option, and if issued, will be issued separately from the Additional Units and Additional Shares, and will have the terms provided in this Agreement and the Warrant Indenture;

• (d) " Additional Securities " means Additional Units, Additional Shares and Additional Warrants;

• (e) " Agreement " means this underwriting agreement (including the exhibits and schedules attached hereto) and any amendment thereof;

• (f) " Ancillary Documents " means the documents executed and delivered, or to be executed and delivered, by the Corporation in connection with the transactions contemplated by the Transaction Documents;

• (g) " Applicable Legislation " means the securities acts in the Qualifying Jurisdictions, the regulations and rules made thereunder, and all administrative policy statements, blanket orders, notices, directions and rulings issued by the Commissions;

• (h) " Auditors " means KPMG LLP, the auditors of the Corporation;

• (i) " Broker Unit " has the meaning given to it in Section 8.2;

• (j) " Broker Unit Share " has the meaning given to it in Section 8.2;

• (k) " Broker Unit Warrant " has the meaning given to it in Section 8.2;

• (l) " Broker Unit Warrant Share " has the meaning given to it in Section 8.2;

• (m) " Broker Warrant " has the meaning given to it in Section 8.1(b);

• (n) " Business Day " means any day other than a Saturday, Sunday or any statutory or civic holiday in the City of Montreal;

• (o) " Canadian Securities Laws " means all applicable securities laws in each of the Reporting Jurisdictions and the respective regulations made thereunder, together with applicable published fee schedules, prescribed forms, policy statements, notices, orders, blanket rulings and other regulatory instruments of the securities regulators in each of the Reporting Jurisdictions, and all applicable rules and policies of the Exchange;

• (p) " Certificates " means the certificates representing the Unit Shares and Warrants underlying the Units (in electronic, uncertificated form) and the Broker Warrants;

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• (q) " Closing " means the closing of the issue and sale by the Corporation and the purchase by the Underwriters or Purchasers on the Closing Date, of the Units, not including the Additional Securities;

• (r) " Closing Date " means November 25, 2021 or such other date as the Corporation and the Lead Underwriters, on behalf of the Underwriters, may agree, but in any event no later than 42 days after the date of the receipt for the Final Prospectus;

• (s) " Closing Time " means 8:30 am (Eastern time) on the Closing Date, or such other time as the Corporation and the Lead Underwriters, on behalf of the Underwriters, may agree;

• (t) " Commissions " means the securities commissions or equivalent regulatory authorities in the Qualifying Jurisdictions;

• (u) " Common Share " means a common share in the capital of the Corporation;

• (v) " Continuing Underwriter " has the meaning ascribed to such term in Section 21;

• (w) " Corporation " means Critical Elements Lithium Corporation;

• (x) " 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 Corporation is a party or by which any of its property or assets are bound;

• (y) " Employee Plans " has the meaning given to it in Section 15.1(jjj);

• (z) " Environmental and Health Laws " has the meaning ascribed to such term in Section 15.1(xx);

• (aa) " Exchange " means the TSX Venture Exchange;

• (bb) " Expenses " has the meaning ascribed to such term in Section 19; (cc) " Final Prospectus " means the final short form prospectus of the Corporation intended to be filed with the Regulatory Authorities and any amendments thereto, in respect of the Offering, in the English and French languages, including the documents incorporated by reference therein;

• (dd) " Final Receipt " means the receipt issued for the Final Prospectus by the Principal Regulator pursuant to NP 11-202, representing a final receipt for the Prospectus in each of the Qualifying Jurisdictions;

• (ee) " Financial Information " means the Financial Statements, in each case together with the accompanying management's discussion and analysis of financial condition and results of operations and any other financial information incorporated by reference or included in the Prospectus;

• (ff) " Financial Statements " means the audited annual financial statements of the Corporation as at and for the years ended August 31, 2020 and 2019, together with the

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notes thereto and the report of the Corporation's Auditors thereon, and the unaudited condensed interim financial statements of the Corporation as at and for the three- and nine-month periods ended May 31, 2021, together with the notes thereto;

• (gg) " GST " means the Goods and Services Tax and Harmonized Sales Tax provided for in the Excise Tax Act (Canada);

• (hh) " Hazardous Substances " has the meaning ascribed to such term in Section 15.1(xx);

• (ii) " Helm AG Debt Facility " means the Amended and Restated Credit Agreement between the Corporation as borrower and Helm AG as lender, dated as of September 19, 2016, pursuant to which Helm AG lent $4,500,000 to the Corporation;

• (jj) " IFRS " means International Financial Reporting Standards;

• (kk) " Indemnified Parties " has the meaning ascribed to such term in Section 19;

• (ll) " Indemnified Persons " has the meaning ascribed to such term in Section 19;

• (mm) " Information " means the Public Record together with all information prepared by or on behalf of the Corporation and provided to the Underwriters or to potential purchasers of the Units, if any;

• (nn) " Insiders " has the meaning ascribed to such term in Section 14;

• (oo) " ITA " means the Income Tax Act (Canada), together with all the regulations promulgated thereunder, all as amended from time to time;

• (pp) " Liabilities " has the meaning ascribed to such term in Section 19;

• (qq) " Lock-Up Agreements " has the meaning ascribed to such term in Section 14;

• (rr) " Marketing Materials " has the meaning ascribed to "marketing materials" in NI 41101;

• (ss) " Material Adverse Effect " has the meaning defined in Applicable Legislation;

• (tt) " Material Agreement " means (i) any contract, commitment, agreement (written or oral), instrument, lease or other document to which the Corporation is a party or otherwise bound and which is material to the Corporation, and (ii) any Debt Instrument, any agreement, contract or commitment to create, assume or issue any Debt Instrument, and any other outstanding loans to the Corporation from, or any loans by the Corporation to or a guarantee by the Corporation of the obligations of, any other person;

• (uu) " Material Change " has the meaning defined in Applicable Legislation;

• (vv) " Material Fact " has the meaning defined in Applicable Legislation;

• (ww) " Mining Rights " has the meaning ascribed to such term in Section 15.1(sss);

• (xx) " Misrepresentation " has the meaning defined in Applicable Legislation;

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• (yy) " Money Laundering Laws " has the meaning ascribed to such term in Section 15.1(aaaa);

• (zz) " NI 41-101 " means National Instrument 41-101 – General Prospectus Requirements ;

• (aaa) " NI 43-101 " means National Instrument 43-101 – Standards of Disclosure for Mineral Projects ;

• (bbb) " NI-44-101 " means National Instrument 44-101 – Short Form Prospectus Distribution (ccc) " NI 45-106 " means National Instrument 45-106 – Prospectus Exemptions ;

• (ddd) " NI 51-102 " means National Instrument 51-102 - Continuous Disclosure Obligations (eee) " NI 52-108 " means National Instrument 52-108 – Auditor Oversight ;

• (fff) " NP 11-202 " means National Policy 11-202 – Process for Prospectus Reviews in Multiple Jurisdictions ;

• (ggg) " OFAC " means the Office of Foreign Assets Control of the United States Treasury Department;

• (hhh) " Off-Balance Sheet Arrangement " means with respect to any person, any securitization transaction to which that person or its subsidiaries is party and any other transaction, agreement or other contractual arrangement to which an entity unconsolidated with that person is a party, under which that person or its subsidiaries, whether or not a party to the arrangement, has, or in the future may have (a) any obligation under a direct or indirect guarantee or similar arrangement, (b) a retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement, (c) derivatives to the extent that the fair value thereof is not fully reflected as a liability or asset in the financial statements, or (d) any obligation or liability, including a contingent obligation or liability, to the extent that it is not fully reflected in the financial statements (excluding the footnotes thereto) (for this purpose, obligations or liabilities that are not fully reflected in the financial statements (excluding the footnotes thereto) include, without limitation (i) obligations that are not classified as a liability according to Canadian or United States generally accepted accounting principles and IFRS, as applicable, (ii) contingent liabilities as to which, as of the date of the financial statements, it is not probable that a loss has been incurred or, if probable, is not reasonably estimable, or (iii) liabilities as to which the amount recognized in the financial statements is less than the reasonably possible maximum exposure to loss under the obligation as of the date of the financial statements, but, in each case, exclude contingent liabilities arising out of litigation, arbitration or regulatory actions (not otherwise related to off-balance sheet arrangements));

• (iii) " Offering " has the meaning ascribed to such term on the face page of this Agreement;

• (jjj) " Offering Price " means $1.75 per Unit;

• (kkk) " Over-Allotment Certificates " means the certificates representing the Additional Shares and the Additional Warrants underlying Additional Units (whether in physical

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or electronic format), and Broker Warrants issued in connection with the exercise of the Over- Allotment Option;

• (lll) " Over-Allotment Officers' Certificate " has the meaning defined in Section 7.3(a);

• (mmm) " Over-Allotment Option " has the meaning ascribed to such term on the face page of this Agreement;

• (nnn) " Over-Allotment Option Closing " means the closing of the purchase and sale of the Additional Securities pursuant to the exercise of the Over-Allotment Option;

• (ooo) " Over-Allotment Option Closing Date " means the date on which the Over-Allotment Option Closing occurs, which date may be the same date as the Closing Date;

• (ppp) " Over-Allotment Option Closing Time " means 8:30 a.m. on the Over-Allotment Option Closing Date, or such other time as the Corporation and the Lead Underwriter, on behalf of the Underwriters, may agree;

• (qqq) " Over-Allotment Proceeds " means the gross proceeds with respect to the Additional Units and/or the Additional Warrants issued upon exercise of the Over-Allotment Option, less: (i) any Underwriters' Commission payable in cash relating to the Additional Securities; and (ii) the reasonable expenses of the Underwriters in connection with the Offering incurred since the Closing, which have not been paid by the Corporation;

• (rrr) " Preliminary Receipt " means the receipt issued for the Preliminary Prospectus by the Principal Regulator pursuant to NP 11-202;

• (sss) " Preliminary Prospectus " means the preliminary short form prospectus of the Corporation to be dated November 10, 2021 and any amendments thereto, in respect of the Offering, in the English and French languages, including the documents incorporated by reference therein;

• (ttt) " President's List " means certain Purchasers of Units for aggregate gross proceeds of up to $3,500,000 designated by the Corporation on a president's list;

• (uuu) " Principal Regulator " means the Autorité des marchés financiers;

• (vvv) " Proceeds " means the gross proceeds of the Offering to the Corporation, less: (i) the Underwriters' Commission payable in cash; and (ii) the reasonable expenses of the Underwriters in connection with the Offering incurred on or before the Closing, which have not been paid by the Corporation;

• (www) " Prospectus " means the Preliminary Prospectus and the Final Prospectus;

• (xxx) " 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, annual information form, management information circular, business acquisition report, or other document which has been publicly filed by or on behalf of the Corporation pursuant to Canadian Securities Laws

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with the securities regulators in each of the Reporting Jurisdictions or otherwise by or on behalf of the Corporation since its date of incorporation;

• (yyy) " Purchasers " has the meaning ascribed to such term on the face page of this Agreement;

• (zzz) “ QST ” means the Québec sales tax provided for in the Act respecting the Québec sales tax;

• (aaaa) " Qualifying Jurisdictions " means every province of Canada;

• (bbbb) " Refusing Underwriter " has the meaning ascribed to such term in Section 21;

• (cccc) " Registered Plan " has the meaning ascribed to such term in Section 7.2(b)(vii);

• (dddd) " Regulation S " means Regulation S promulgated under the U.S. Securities Act;

• (eeee) “ Regulation D ” means Regulation D promulgated under the U.S. Securities Act;

• (ffff) " Regulatory Authorities " means the Commissions and the Exchange;

• (gggg) " Reporting Jurisdictions " means the Provinces of British Columbia, Alberta and Québec;

• (hhhh) " Required Permits " has the meaning ascribed to such term in Section 15.1(yy);

• (iiii) " Rose Lithium-Tantalum Property " means the mineral property known as the "Rose Lithium-Tantalum Project" located in northern Québec's administrative region on the territory of Eeyou Istchee James Bay, approximately 40 kilometers north of the Cree village of Nemaska, and comprised of 473 claims covering a total area of 24,654 hectares. The claims are held 100% by the Corporation;

• (jjjj) " Securities " means the Units, Broker Warrants, Additional Shares, and Additional Warrants;

• (kkkk) " Securities Laws " means all applicable securities laws in each of the Selling Jurisdictions in which the Units are offered or sold and the respective regulations made thereunder, together with applicable published fee schedules, prescribed forms, policy statements, notices, orders, blanket rulings and other regulatory instruments of the securities regulators in each of the Selling Jurisdictions in which the Units are offered or sold, including Canadian Securities Laws;

• (llll) " Selling Jurisdictions " means the provinces of Canada, the United States and such other jurisdictions outside of Canada and the United States as agreed to by the Underwriters and the Corporation;

• (mmmm) " Standard Term Sheet " has the meaning ascribed to "standard term sheet" in NI 41101;

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• (nnnn) " Stock Exchanges " means, collectively, the Exchange, the Börse Frankfurt (Frankfurt Stock Exchange) in Germany, and the OTCQX® Market by OTC Markets Group in the United States;

• (oooo) " Supplementary Material " means, collectively, any amendment to the Final Prospectus, any amendment or supplemental prospectus or ancillary materials that may be filed by or on behalf of the Corporation under the Applicable Legislation relating to the distribution of the Securities hereunder;

• (pppp) " Technical Report " means the technical report dated effective October 20, 2017, authored by Mr. Pierre-Luc Richard, P.Geo.; Mr. Patrick Frenette, ing., B. Ing.,M.Sc.A.; Mr. Florent Baril, Eng.; Mr. Philippe Rio Roberge, Eng.; Mr. Éric Poirier, Eng.; Mr. Olivier Joyal, Geo.; and Mr. Vincent Jourdain, PhD, Eng. and titled " Rose Lithium-Tantalum Project Feasibility Study NI 43-101 Technical Report " relating to the Corporation's Rose Lithium-Tantalum Property, filed with the Regulatory Authorities;

• (qqqq) " Title Opinion " means the legal opinion addressed to the Underwriters, in form and substance satisfactory to the Underwriters' counsel, dated as of the Closing Date, from Fasken Martineau DuMoulin LLP, counsel to the Corporation, as to the title to the mineral claims comprising the Rose Lithium-Tantalum Property;

• (rrrr) "Transaction Documents" means, collectively, this Agreement, the Prospectus, the Warrant Indenture and the Broker Warrant Certificates;

• (ssss) " Transfer Agent " means Computershare Investor Services Inc., as registrar and transfer agent of the Corporation;

• (tttt) " Underwriters " has the meaning ascribed to such term on the face page of this Agreement;

• (uuuu) " Underwriters' Commission " means the cash portion of the Underwriters' Fee as set out in Section 8.1 of this Agreement;

• (vvvv) " Underwriters' Fee " means the fee which is set out in Section 8.1 of this Agreement and which is payable by the Corporation to the Underwriters in consideration of the services performed by the Underwriters under this Agreement;

• (wwww) " Underwriters' Securities " means the Broker Warrants, the Broker Units, the Broker Unit Shares, the Broker Unit Warrants and the Broker Unit Warrant Shares;

• (xxxx) " Unit Share " has the meaning ascribed to such term on the face page of this Agreement;

• (yyyy) " United States " or " U.S. " means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

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

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

• (bbbbb) " Warrant " has the meaning ascribed to such term on the face page of this Agreement;

• (ccccc) " Warrant Agent " means Computershare Trust Company of Canada;

• (ddddd) " Warrant Indenture " means an indenture in respect of the Warrants to be entered into between the Corporation and the Warrant Agent on or before the Closing Date; and

• (eeeee) " Warrant Shares " has the meaning ascribed to such term on the face page of this Agreement.

2. DUE DILIGENCE

Prior to the filing of the Preliminary Prospectus and the Final Prospectus and continuing until the Closing, the Corporation shall have permitted the Underwriters to review each of the Preliminary Prospectus and the Final Prospectus and shall allow the Underwriters to conduct any due diligence investigations which each of them reasonably requires in order to fulfill its obligations as an underwriter under the Applicable Legislation and in order to enable it to responsibly execute the certificate in the Preliminary Prospectus and the Final Prospectus required to be executed by it.

3. THE UNITS

• 3.1 The Units, Unit Shares, Warrants, Additional Units, Additional Shares, and Additional Warrants will be issued and registered (whether in physical or electronic format) as directed by the Underwriters in such name or names as the Underwriters shall instruct the Corporation in writing not less than two Business Days prior to the Closing Time or the Over-Allotment Option Closing Date, as the case may be.

• 3.2 The Corporation will pay all fees and expenses payable to or incurred by its Transfer Agent or Warrant Agent, as the case may be, in connection with the preparation, delivery, certification and issuance of the Securities.

4. FILING OF PROSPECTUS

• 4.1 The Corporation represents and warrants to, and covenants and agrees with, the Underwriters that the Corporation will as soon as possible and in any event no later than November 10, 2021 prepare and file the Preliminary Prospectus and use its commercially reasonable efforts to obtain, pursuant to NP 11-202, a receipt from the Principal Regulator evidencing the issuance by the Commissions of receipts for the Preliminary Prospectus and other related documents in respect of the proposed distribution of the Units. The Corporation will use its commercially reasonable efforts to resolve as soon as possible any comments of the Commissions relating to the Preliminary Prospectus and will, as soon as possible thereafter, and in any event no later than on November 18, 2021 (or, in any case, by such later date or dates as may be determined by the Lead Underwriters and the Corporation acting reasonably), file the Final Prospectus and obtain, pursuant to NP 11-202, a receipt from the Principal Regulator evidencing the issuance or deemed issuance by the Commissions of receipts for the Final Prospectus and other related documents in respect of the proposed distribution of the Units. The distribution of the Units, the Broker Warrants and the grant of the Over-Allotment Option shall be qualified by the Prospectus under Applicable Legislation in the Qualifying Jurisdictions and offered and sold on a private placement basis in such other

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jurisdictions as the Corporation and the Lead Underwriters may agree. The Corporation will file with the Exchange all required documents and pay all required fees, and do all things required by the rules and policies of the Exchange, in order to obtain the conditional acceptance of the Offering and the listing of the Unit Shares and Warrant Shares prior to the Closing Date.

• 4.2 The Corporation will cause the Prospectus to be filed with the Commissions, will deliver all necessary copies of the Prospectus to the Regulatory Authorities and will use its best efforts to have the Prospectus accepted by the Commissions.

• 4.3 The Corporation will cause commercial copies of the Final Prospectus to be delivered to the Underwriters without charge, in such quantities and in such cities within the Qualifying Jurisdictions as the Underwriters may request, as soon as possible after the filing of the Final Prospectus and such delivery will constitute the Corporation's consent to the Underwriters' use of such documents in connection with the Offering.

• 4.4 Delivery of the Final Prospectus and any Supplementary Material thereto shall constitute a representation and warranty by the Corporation to the Underwriters that all information and statements (except information and statements relating solely to the Underwriters and except for any information or statement in or incorporated by reference in the Final Prospectus or any amendment thereto that has been superseded by any subsequent information or statement in or incorporated by reference in the Final Prospectus) contained in the Final Prospectus and any amendment thereto are true and correct in all material respects at the time of delivery thereof and contain no Misrepresentations and constitute full, true and plain disclosure of all Material Facts relating to the Corporation and the Units and that no Material Fact or material information has been omitted therefrom (except facts or information relating solely to the Underwriters) which is required to be stated therein or is necessary to make statements of information contained therein not misleading in light of the circumstances under which they were made. Unless the Underwriters are otherwise advised in writing by the Corporation prior to the Closing Time, such delivery shall also constitute the Corporation's consent to the Underwriters' use of the Final Prospectus, Supplementary Material and any other documents supplied to the Underwriters' by the Corporation for the purpose of the sale of the Units in compliance herewith and with Applicable Legislation.

5. MARKETING MATERIALS

• 5.1 During the distribution of the Units:

• (a) the Corporation and the Underwriters shall approve in writing, prior to the time Marketing Materials are provided to potential investors, a template version of any Marketing Materials reasonably requested to be provided by the Underwriters to any such potential investor, such Marketing Materials to comply with Applicable Legislation. The Corporation shall file a template version of such Marketing Materials with the Commissions as soon as reasonably practicable after such Marketing Materials are so approved in writing by the Corporation and the Underwriters and in any event on or before the day the Marketing Materials are first provided to any potential investor of Units, and such filing shall constitute the Underwriters' authority to use such Marketing Materials in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Commissions and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Commissions by the Corporation. The Corporation shall prepare and file with the Commissions a revised template version of any

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Marketing Materials provided to potential investors of Units where required under Applicable Legislation;

• (b) the Corporation, and the Underwriters covenant and agree:

• (i) not to provide any potential investor of Units with any Marketing Materials unless (a) such Marketing Material has been approved in accordance this subsection 5.1, and (b) a template version of such Marketing Materials has been filed by the Corporation with the Commissions on or before the day such Marketing Materials are first provided to any potential investor of Units; and

• (ii) not to provide any potential investor with any materials or information in relation to the distribution of the Units or the Corporation other than: (a) such Marketing Materials that have been approved and filed in accordance with this subsection 5.1; (b) the Prospectus; and (c) any standard term sheets approved in writing by the Corporation and the Underwriters.

6. LISTING APPLICATION AND CONDUCT OF THE OFFERING

• 6.1 Prior to the Closing Date, the Corporation will make application for approval to list the Unit Shares (including the Additional Shares issuable under the Over-Allotment Option), the Warrant Shares (including the Additional Warrant Shares issuable upon the exercise of the Additional Warrants issuable under the Over-Allotment Option), the Broker Unit Shares issuable upon exercise of the Broker Warrants and the Broker Unit Warrant Shares issuable upon exercise of the Broker Unit Warrants on the Exchange and conditional approval of such application must be obtained from the Exchange prior to Closing.

• 6.2 The Underwriters will advise the Corporation and its counsel in writing when the Offering under the Prospectus is complete and will, within 30 days of the completion of the Offering, provide a list of jurisdictions and offering amounts under the Offering for filing by the Corporation with the Commissions.

7. OPINIONS AND CERTIFICATES

• 7.1 Prior to the date of filing the Final Prospectus, the Corporation will deliver the following documents to the Underwriters and their counsel in a form acceptable to them, acting reasonably:

• (a) a customary "long-form" comfort letter from the Auditors, dated as of the date of the Final Prospectus and addressed to the Underwriters, relating to the accuracy of the financial statements forming part of the Final Prospectus and the accuracy of the financial, numerical and certain other information disclosed in the Final Prospectus;

• (b) in the case of the Final Prospectus, (i) a translation opinion in customary form of Fasken Martineau DuMoulin LLP, the Corporation's legal counsel, dated the date of the Final Prospectus, to the effect that the French language version of the Final Prospectus, together with the documents incorporated by reference therein, is in all material respects a complete and proper translation of the English language version thereof (other than the Financial Information), and (ii) a translation opinion in customary form from the Auditors dated the date of the Final Prospectus, to the effect that the French language version of the Financial Information is in all material respects a complete and proper translation of the English language version thereof; and

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• (c) any other certificates, comfort letters or opinions in connection with any matter related to the Prospectus which are reasonably requested by the Underwriters.

• 7.2 On the Closing Date, the Corporation will deliver the following documents to the Underwriters and their counsel in a form acceptable to them, acting reasonably:

• (a) The Preliminary Receipt, the Final Receipt and the conditional approval of the Exchange;

• (b) such legal opinions of Fasken Martineau DuMoulin LLP, the Corporation's legal counsel to be addressed to the Underwriters, to be dated as of the Closing Date with respect to such matters as the Underwriters may reasonably request relating to this transaction, acceptable in all reasonable respects to the Underwriters' legal counsel, including substantially to the effect that:

  • (i) the Corporation is validly existing under the laws of Canada has all requisite corporate power, authority and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets and to perform its obligations hereunder;

  • (ii) the Corporation has the corporate capacity and power to execute and deliver this Agreement and the Ancillary Documents and to perform its obligations hereunder and thereunder;

  • (iii) this Agreement and the Ancillary Documents have been duly authorized, executed and delivered by the Corporation and are legally binding upon the Corporation and enforceable in accordance with their respective terms (subject to the qualifications as are customary in such circumstances);

  • (iv) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement and the Ancillary Documents, and the performance of its obligations hereunder and thereunder and this Agreement and the Ancillary Documents have been duly executed and delivered by the Corporation;

  • (v) as to the authorized and issued capital of the Corporation (which opinion shall be based solely on a certificate of the Transfer Agent);

  • (vi) the Units and Broker Warrants have been validly created and issued (in respect of the Unit Shares, as fully paid and non-assessable);

  • (vii) the Units and the Warrant Shares will be qualified investments under the ITA for a trust governed by a registered retirement savings plan, a registered education savings plan, a registered retirement income fund, a deferred profit sharing plan, a registered disability savings plan and a tax-free savings account (collectively, " Registered Plans "), provided that in the case of Warrants, the Corporation is not an annuitant, a beneficiary, an employer nor a subscriber under, nor a holder of the Registered Plan and deals at arm's length with any such person;

  • (viii) the Exchange having accepted notice of the issuance of the Units and Broker Warrants and having conditionally approved the listing of the Unit Shares, Warrant Shares and the Broker Unit Shares and Broker Unit Warrant Shares, subject to the

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usual post-closing filings (which opinion shall be based solely on the applicable Exchange filings made);

• (ix) the execution and delivery of this Agreement and the Ancillary Documents, the fulfilment of the terms hereof and thereof, the issue, sale and delivery of the Units and the Broker Warrants, do not constitute a default under, any applicable corporate or Securities Laws or any term or provision of the Corporation's articles or by-laws;

• (x) the issuance and delivery by the Corporation of the Broker Unit Shares and Broker Unit Warrant Shares upon due exercise of the applicable convertible securities will be exempt from the prospectus requirements of the Applicable Securities Laws of the Qualifying Jurisdictions (or, with respect to the Broker Unit Shares, Broker Unit Warrant, and Broker Unit Warrant Shares, the province of Québec);

• (xi) the qualification under Applicable Securities Laws of the distribution of the Securities and the Over-Allotment Option, it being understood that the Corporation's legal counsel may rely on the opinions of local counsel acceptable to them as to matters governed by the laws of jurisdictions other than the Provinces of British Columbia, Alberta, Ontario, Québec or Canada and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers of the Corporation as to matters which specifically relate to the Corporation; and

• (xii) the disclosure in the Prospectus insofar as it purports to be a summary of the attributes of the Securities being accurate in all material respects.

In giving such opinions, the Corporation's Counsel will be entitled to arrange for and rely, to the extent appropriate in the circumstances, upon local counsel, it being understood that certain of the opinions which are not matters of the laws of a jurisdiction in which the Corporation's legal counsel has an office may be opined upon directly by local counsel, and that the Corporation's legal counsel will not be required to also give such opinions, and will be entitled as to matters of fact not within their knowledge to rely upon a certificate of fact from public officials and/or responsible persons in a position to have knowledge of such facts and their accuracy, and such opinion will be subject to customary qualifications, assumptions, exceptions and reliances. The Corporation agrees, and the aforesaid legal opinion will expressly provide, that the Agents may deliver copies of the opinion to each of the addressees thereof;

• (c) the Title Opinion in form and content acceptable to the Underwriters, acting reasonably, being understood that the Technical Report does not contain an accurate list of the Mining Rights comprising the Rose Lithium-Tantalum Property and as such a correct description of such Mining Rights will be set out in the schedules to the Title Opinion, and the Title Opinion will address all of the Mining Rights in respect of the Rose Lithium-Tantalum Property;

• (d) if any Units are sold to, or for the account of benefit of, persons in the United States or U.S. Persons, an opinion of Troutman Pepper Hamilton Sanders LLP, the Corporation's special U.S. legal counsel, to be addressed to the Underwriters, to be dated as of the Closing Date in form and content acceptable to the Underwriters, acting reasonably, to the effect that it is not necessary in connection with the offer and sale of the Units to, or for the account of

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benefit of, persons in the United States and U.S. Persons to register the Units under the U.S. Securities Act;

• (e) a certificate (the " Incumbency Certificate ") of the Corporation dated as of the Closing Date, addressed to the Underwriters and signed by its Chief Executive Officer and Chief Financial Officer, with respect to the constating documents of the Corporation, all resolutions of the board of directors of the Corporation relating to the Agreement, the incumbency and specimen signatures of signing officers of the Corporation and such other matters as the Underwriters may reasonably request;

• (f) a certificate (the " Officers' Certificate ") of the Corporation signed by its Chief Executive Officer and Chief Financial Officer, addressed to the Underwriters and its legal counsel and dated as of the Closing Date in form and content acceptable to the Underwriters, acting reasonably, relating to the representations and warranties set forth in Sections 9.3(a) and 9.3(c);

• (g) a bring down comfort letter from the Auditors ion addressed to the Underwriters and its counsel providing an update on the matters contained in the "long-form" comfort letter previously provided pursuant to Section 7.1(a);

• (h) the Lock-Up Agreements; and

• (i) any other certificates, comfort letters or opinions in connection with any matter related to the Offering which are reasonably requested by the Underwriters.

• 7.3 On the Over-Allotment Option Closing Date, if such date occurs on a different date than the Closing Date, the Corporation will deliver the following documents to the Underwriters and their counsel in a form acceptable to them, acting reasonably:

• (a) a certificate of the Corporation (the " Over-Allotment Officers' Certificate "), dated as of the Over-Allotment Option Closing Date and signed by its Chief Executive Officer and Chief Financial Officer relating to the representations and warranties set forth in Sections 10.3(a) and 10.3(c).

8.

UNDERWRITERS' FEE

• 8.1 In consideration of the services performed by the Underwriters under this Agreement, including the agreement of the Underwriters to purchase the Units and, if applicable, the Additional Units, pursuant to the Prospectus, on the Closing Date and Over-Allotment Option Closing Date, as the case may be, the Corporation agrees to pay the Underwriters' Fee to the Underwriters as follows:

• (a) to pay the Underwriters' Commission in an amount equal to 6.0% of the gross proceeds to the Corporation from the issue and sale of the Units (for greater certainty, including any Additional Units), payable in cash. Notwithstanding the foregoing, a reduced Underwriters' Commission of 3.0% in cash is payable in respect to Units sold to Purchasers on the President's List; and

• (b) to issue to the Underwriters a number of warrants (the " Broker Warrants ") equal to 6.0% of the aggregate number of Units sold under the Offering (including for greater certainty, any Additional Units sold pursuant to the Over-Allotment Option).

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The Corporation authorizes the Underwriters to deduct the Underwriters' Commission and the expenses of the Underwriters payable by the Corporation pursuant to Section 18.1 of this Agreement from the gross proceeds of the Offering.

• 8.2 Each Broker Warrant shall entitle the holder thereof to acquire one unit (a " Broker Unit ") at a price of $1.75 at any time and from time to time on or before the date that is 24 months after the Closing Date. Each Broker Unit shall consist of one Common Share of the Corporation (each a " Broker Unit Share ") and one-half of one warrant having the same terms as the Warrants (each whole such warrant a " Broker Unit Warrant "), with each Broker Unit Warrant entitling the holder thereof to acquire one Common Share (each a " Broker Unit Warrant Share ") of the Corporation at a price of $2.50 at any time up to 24 months from the Closing Date.

• 8.3 The Broker Warrants will be represented by certificates and will be non-transferable. The terms governing the Broker Warrants will include, among other things, provisions for the appropriate adjustment in the class, number and price of the Broker Units upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the shares, the payment of stock dividends or the amalgamation of the Corporation. In connection with the receipt of the Broker Warrants, each Underwriter represents and warrants that it is not in the United States or a U.S. Person; it did not receive an offer to acquire the Broker Warrants within the United States; and it did not execute this Agreement or otherwise place its order to acquire the Broker Warrants from within the United States. In addition, each Underwriter understands and acknowledges that the Broker Warrants may be exercised only pursuant to transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws.

• 8.4 For greater certainty, the services provided by the Underwriters in connection herewith are exempt supplies of financial services for purposes of the GST and the QST. However, in the event that the Canada Revenue Agency or Revenu Québec determines that GST or QST is exigible on the Underwriters' Fees, the Corporation agrees to pay the amount of GST forthwith upon the provision by the Underwriters to the Corporation of (a) evidence of such determination and (b) any information prescribed by the Excise Tax Act (Canada) or the Act respecting the Québec sales tax or otherwise reasonably requested by the Corporation in respect of the GST or QST so exigible.

9. CLOSING

• 9.1

• The Closing will take place on the Closing Date at the Closing Time.

• 9.2 At the Closing Time, the Corporation will deliver the Certificates, as they relate to the Unit Shares and Warrants underlying the Units, in electronic, uncertified form, or in a manner directed by the Underwriters in writing, against payment of the Proceeds.

• 9.3 The Closing and the obligation of the Underwriters to purchase the Units at the Closing Time shall be subject to the following conditions precedent:

• (a) the Corporation shall have performed or complied with each covenant and obligation in all material respects herein provided on its part to be performed or complied with, including the delivery of all opinions and certificates as contemplated herein;

• (b) the Underwriters shall have received the closing documents required under subsection 7.2 of this Agreement;

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• (c) each of the representations and warranties of the Corporation herein shall be true and correct in all material respects (or, with respect to specific representations and warranties if qualified by materiality, in all respects) as at the Closing Time (except for such representations and warranties which are in respect of a specific date in which case such representations and warranties shall be true and correct in all material respects (or, with respect to specific representations and warranties if qualified by materiality, in all respects) as of such date), and the Officers' Certificate shall contain certification to that effect;

• (d) the Corporation shall have, to the satisfaction of the Underwriters, taken or caused to be taken all steps and proceedings which may be requisite under Applicable Legislation to qualify the distribution of:

• (i) the Units to the public in the Qualifying Jurisdictions through the Underwriters who have complied with the provisions of Applicable Legislation;

• (ii) the Over-Allotment Option to the Underwriters in the Qualifying Jurisdictions; and

• (iii) the Broker Warrants;

including the obtaining of the Preliminary Receipt and the Final Receipt; and

• (e) receipt of all required regulatory approvals for, or acceptance of, the Offering.

10. OVER-ALLOTMENT CLOSING

• 10.1 The Over-Allotment Option Closing will take place on the Over-Allotment Option Closing Date.

• 10.2 At the Over-Allotment Option Closing Time, the Corporation will deliver the Over-Allotment Certificates, in electronic, uncertificated form, or in the manner directed by the Underwriters in writing, to the Underwriters against payment of the Over-Allotment Proceeds.

• 10.3 The Over-Allotment Option Closing and the obligation of the Underwriters to purchase the Additional Units or Additional Warrants at the Closing Time shall be subject to the following conditions precedent:

• (a) the Corporation shall have performed or complied in all material aspects with each covenant and obligation herein provided on its part to be performed or complied with;

• (b) the Underwriters shall have received the closing documents required under subsection 7.3 of this Agreement; and

• (c) each of the representations and warranties of the Corporation herein shall be true and correct in all material respects (or, with respect to specific representations and warranties if qualified by materiality, in all respects) as at the Over-Allotment Option Closing Time (except for such representations and warranties which are in respect of a specific date in which case such representations and warranties shall be true and correct in all material respects (or, with respect to specific representations and warranties if qualified by materiality, in all respects) as of such date), and the Over-Allotment Officers' Certificate shall contain certification to that effect.

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11. MATERIAL CHANGES

• 11.1 If, after the Prospectus is filed with the Commissions but before the conclusion of the Offering, a Material Change or change in a Material Fact occurs in the affairs of the Corporation, the Corporation will:

• (a) notify the Underwriters immediately, in writing, with full particulars of the change;

• (b) if required under Applicable Legislation, file with the Commissions as soon as practicable, and in any event no later than 10 days after the change occurs, an amendment to the Prospectus in a form acceptable to the Underwriters, acting reasonably, disclosing the Material Change; and

• (c) provide as many copies of that amendment to the Underwriters as the Underwriters may reasonably request.

• 11.2 The Corporation will comply with Part 6 of NI 41-101 and with the comparable provisions of the other Applicable Legislation, and the Corporation will prepare and file promptly any Supplementary Material, in a form acceptable to the Underwriters, acting reasonably, which may be necessary and will otherwise comply with all legal requirements necessary to continue to qualify the Units for distribution in each of the Qualifying Jurisdictions.

• 11.3 The Corporation shall in good faith discuss with the Underwriters any fact or change in circumstances (actual and anticipated, contemplated or threatened, whether financial or otherwise) which is of such a nature that there is reasonable doubt as to whether notice in writing need be given to the Underwriters pursuant to Section 11.1.

• 11.4 If during the period of distribution of the Units there shall be any change in Applicable Legislation which, in the opinion of the Underwriters, acting reasonably, requires the filing of any Supplementary Material, upon written notice from the Underwriters, the Corporation shall, to the satisfaction of the Underwriters, acting reasonably, promptly prepare and file any such Supplementary Material with the appropriate Commissions where such filing is required.

12.

TERMINATION

• 12.1 Each Underwriter may terminate its obligations under this Agreement by notice in writing to the Corporation at any time before the Closing if:

• (a) there shall have occurred or have come into effect any Material Change or change in any Material Fact, or there shall be discovered (whether through the due diligence efforts of the Underwriters, or otherwise) any previously undisclosed Material Change or Material Fact, or there shall have emerged a new Material Fact, in each case in relation to the Corporation which, in each case, in the reasonable opinion of the Underwriter, has or could reasonably be expected to have a significant adverse effect on the market price or value or marketability of the Units;

• (b) any inquiry, action, suit, investigation or other proceeding, whether formal or informal, including, without limitation, matters of regulatory transgression or unlawful conduct, is commenced, announced, or threatened or any order is made or issued under or pursuant to any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, including without limitation any stock exchange

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or any securities regulatory authority in relation to the Corporation, or there is any enactment or change in law, rule or regulation, or the interpretation or administration thereof, which, in the reasonable opinion of the Underwriters, could operate to prevent, restrict or otherwise seriously adversely affect the distribution or trading of the Units or the market price or value of the Common Shares;

• (c) there should develop, occur or come into effect any event of any nature, including, without limitation, an act of terrorism, accident, or new or change in governmental law or regulation or other condition or financial occurrence of national or international consequence, including by way of COVID-19 to the extent that there are material adverse developments related thereto after November 4, 2021, which, in the opinion of any of the Underwriters, acting reasonably, seriously adversely affects or involves, or would seriously adversely affect and involve, the financial markets in Canada or in the United States or the business, affairs, operations or profitability of the Corporation or its subsidiaries (taken as a whole) or the market price or value of the Common Shares and/or the Units;

• (d) the Corporation is in breach of any material term, condition or covenant of this Agreement or any representation or warranty given by the Corporation in this Agreement is or becomes false in any material respect;

• (e) any order to cease trading in securities of the Corporation is made or threatened by a securities regulatory authority;

• (f) the Preliminary Receipt has not been issued on November 11, 2021;

• (g) the Final Receipt has not been issued on November 24, 2021; or

• (h) the Underwriters and the Corporation agree in writing to terminate this Agreement.

• 12.2 If any Underwriter exercises its right to terminate this Agreement, then the Corporation will immediately issue a press release announcing such termination.

• 12.3 If this Agreement is terminated by any of the Underwriters pursuant to Section 12, there shall be no further liability to the Corporation on the part of such Underwriter or of the Corporation to such Underwriter, except in respect of any liability which may have arisen or may thereafter arise under Sections 18 and 19. The right of the Underwriters or any one of them to terminate their respective obligations under this Agreement is in addition to such other remedies as they may have in respect of any default, act or failure to act of the Corporation in respect of any of the matters contemplated by this Agreement. A notice of termination given by one Underwriter under Section 12 shall not be binding upon the other Underwriters.

• 12.4 If any Underwriter exercises its right to terminate this Agreement, the distribution of the Units will made in accordance with Section 21 hereof.

13. CONSENT TO ISSUE SECURITIES

The Corporation agrees that it will not issue, negotiate or enter into any agreement to sell or issue or announce the issue of, any equity securities of the Corporation, other than: (i) as contemplated herein; (ii) pursuant to the grant of options or other securities in the normal course pursuant to the Company's stock option plan or other equity compensation plan or issuance of securities pursuant to the exercise or conversion, as the case may be, of options or securities of the Corporation outstanding on the date hereof;

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or (iii) an issuance of options or securities in connection with a bona fide acquisition by the Corporation (other than a direct or indirect acquisition, whether by way of one or more transactions, of an entity all or substantially all of the assets of which are cash, marketable securities or financial in nature or an acquisition that is structured primarily to defeat the intent of this provision), for a period of 90 days following the Closing Date, without the prior written consent of the Lead Underwriters, on behalf of the Underwriters, such consent not to be unreasonably withheld.

14. LOCK-UP AGREEMENTS

As a condition precedent to the Underwriters' obligation to close the Offering, all directors and senior officers of the Corporation (the " Insiders ") shall deliver signed agreements (the " Lock-Up Agreements "), in form and content acceptable to the Lead Underwriters, acting reasonably, to the Lead Underwriters on or before the Closing Time, pursuant to which the Insiders agree, for a period beginning on the Closing Date and ending 90 days after the Closing Date, not to sell, transfer, pledge, assign, or otherwise dispose of any securities of the Corporation owned, directly or indirectly, by such Insiders, or agree to sell, transfer, pledge, assign, or otherwise dispose of any securities of the Corporation owned, directly or indirectly, by such Insiders (or announce any intention to do so), any Common Shares or securities exchangeable or convertible into Common Shares without the prior written consent of the Lead Underwriters, such consent not to be unreasonably withheld.

15. REPRESENTATIONS AND WARRANTIES OF THE CORPORATION

• 15.1 The Corporation hereby represents and warrants to the Underwriters and to the Purchasers, and acknowledges that each of them is relying upon such representations and warranties in purchasing the Units, that:

• (a) as at the date hereof: (i) the authorized capital of the Corporation consists of an unlimited number of Common Shares; and (ii) the issued and outstanding capital of the Corporation consists solely of 187,180,113 Common Shares, each of which has been issued as fully paid and non-assessable;

• (b) the Corporation (i) has been duly incorporated and organized and is validly existing and in good standing under the federal laws of Canada; (ii) has all requisite corporate power and authority, and all necessary licences, leases, permits, authorizations and other approvals to carry on its business as now conducted and to own or lease, and operate, its properties and assets; and (iii) will have all required corporate power and authority to create, issue, allot, sell and deliver, as applicable, the Units, the Broker Warrants, the Broker Unit Shares, the Broker Unit Warrants, the Broker Unit Warrant Shares, and the Warrant Shares at the Closing Time, to enter into each of the Transaction Documents and the Ancillary Documents and to carry out the provisions of each of the Transaction Documents and the Ancillary Documents required to be carried out by it;

• (c) the Corporation has no subsidiaries whether through direct or indirect holdings of securities;

• (d) the Corporation is responsible for directing and directly overseeing the operations and development of its business and the operations, exploration and development of the properties in which the Corporation has a direct or indirect ownership, royalty or other interest;

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• (e) the Corporation 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 Corporation to compete in any line of business, to transfer or move any of its assets or operations or which materially or adversely affects the business practices, operations or condition of the Corporation;

• (f) the Corporation does not own, nor does it have any agreements of any nature to acquire, directly or indirectly, any securities, or other equity or proprietary interest in, any person and the Corporation has no agreements to acquire or lease any other business operations;

• (g) the Corporation has not engaged in any Off-Balance Sheet Arrangement or similar financing;

• (h) the Corporation 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 duly licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications are and will at the Closing Time be valid, subsisting and in good standing, except in respect of matters which do not and will not result in any adverse material change to the Corporation and except where the failure to be so qualified or the absence of any such licence, registration or qualification does not and will not have a Material Adverse Effect on the assets or properties, business, results of operations or condition (financial or otherwise) of the Corporation;

• (i) no person has any agreement or option or right or privilege (whether by law, pre-emptive or contractual) issued or capable of becoming an agreement for (i) the purchase, subscription or issuance of any unissued shares, securities or warrants of the Corporation, or (ii) the repurchase by or on behalf of the Corporation of any issued and outstanding securities of the Corporation. The Units and Broker Warrants 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 Corporation;

• (j) to the knowledge of the Corporation, other than the constating documents of the Corporation (to the extent that they would constitute an agreement), no agreement exists among the shareholders of the Corporation in respect of the Corporation and no such agreement will exist at the Closing Time;

• (k) there is not, in the constating documents, by-laws or in any agreement, Debt Instrument or other instrument or document to which the Corporation is a party, any restriction upon or impediment to, the declaration or payment of dividends by the directors of the Corporation;

• (l) the Corporation has not committed an act of bankruptcy or sought protection from its creditors from any court or pursuant to any legislation, proposed a compromise or arrangement to its creditors generally, taken any proceeding with respect to a compromise or arrangement, taken any proceeding to have itself declared bankrupt or wound up, as the case may be, taken any proceeding to have a receiver appointed for any part of its assets, had any encumbrance or receiver take possession of any of its property, had an execution or distress become enforceable or levied upon any portion of its property or had any petition for a receiving order in bankruptcy or application for a bankruptcy order filed against it,

• 22 -

and at the Closing Time, the Corporation will not be an insolvent person (as that term is defined in the Bankruptcy and Insolvency Act (Canada));

• (m) no order, ruling or decision granted by a securities commission, court of competent jurisdiction, regulatory or administrative body having jurisdiction is in effect, pending or, to the best of the knowledge of the Corporation, threatened that restricts any trades in any securities of the Corporation as of the date hereof including any cease trade orders;

• (n) the Corporation is the owner of the Rose Lithium-Tantalum Property and assets used by it in connection with its business, unless leased or licensed, in each case with good and marketable title thereto, free and clear of any encumbrances, and of any rights or privileges capable of becoming encumbrances;

• (o) there are no claims with respect to indigenous rights currently or, to the best of the knowledge, information and belief of the Corporation, after due inquiry, pending or threatened with respect to the Rose Lithium-Tantalum Property;

• (p) the Corporation does not own, lease, possess, operate or otherwise hold any material property, now or previously, outside Canada;

• (q) the Corporation is not party to any Debt Instrument or any agreement, contract or commitment to create, assume or issue any Debt Instrument;

• (r) the Helm AG Debt Facility has been retired, and the Corporation has no further obligations thereunder;

• (s) the Corporation is not subject to any materially adverse liabilities or obligations, direct or indirect, accrued, absolute, contingent or otherwise and, to the knowledge of the Corporation, without limiting the generality of any representation or warranty given in this Agreement, there are currently no facts or circumstances existing which might reasonably serve as the basis for, or give rise to, any material adverse liabilities or obligations on the part of the Corporation;

• (t) there are no judgments against the Corporation that are unsatisfied, nor are there any consent decrees or injunctions to which the Corporation is subject;

• (u) the Corporation has not guaranteed or otherwise given security for or agreed to guarantee or give security for any liability, debt or obligation of any other person;

• (v) since May 31, 2021, the Corporation has carried on business in the ordinary course and, in each case, there has not been:

• (i) any material change in the assets, liabilities or obligations (absolute, accrued, contingent or otherwise), business, business prospects, condition (financial or otherwise) or results of operations of the Corporation, other than: (A) the growth and expansion of the business of the Corporation, and (B) those changes occurring in the ordinary course of business, none of which is (either singly or taken together) materially adverse to the Corporation,

• (ii) except as contemplated by this Agreement, any Material Change in the share capital or long-term debt of the Corporation,

• 23 -

• (iii) any Material Change to the Corporation,

• (iv) any declaration, setting aside or payment of any dividend or other distribution with respect to any shares in the capital of the Corporation or any direct or indirect redemption, purchase or other acquisition of any shares, or

• (v) any change in accounting or tax practices followed by the Corporation;

• (w) the Corporation is not in default or in breach in any material respect of, and each of the execution and delivery of the Transaction Documents, the performance by the Corporation and compliance with the terms of each of the Transaction Documents and the creation, issue, allotment, sale and delivery, as applicable, of the Units, the Unit Shares, the Warrants, the Warrant Shares, the Broker Unit Shares, the Broker Unit Warrants, the Broker Unit Warrant Shares, and the Broker Warrants by the Corporation will not result in any material breach of, or be in conflict with or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of the constating documents or resolutions of the Corporation or any Material Agreement or other material document to which the Corporation is a party or by which it is bound or any judgment, decree, order, statute, rule or regulation applicable to it;

• (x) the Corporation is, and will at the Closing Time be, a "reporting issuer" (or its equivalent), not in default of any requirement of applicable Canadian Securities Laws, in each of the Reporting Jurisdictions, and the Corporation has made timely disclosure of all material changes relating to it and no such disclosure has been made on a confidential basis and there is no material change relating to the Corporation which has occurred with respect to which a news release and the requisite material change report have not been filed;

• (y) no portion of the Information contained a misrepresentation as at its date of public dissemination or as at the date it was provided to the Underwriters;

• (z) all Information which has been prepared by the Corporation relating to the Corporation and its business, property and liabilities and provided to the Underwriters, including all financial, marketing, sales and operational information provided to the Underwriters is, as of the date of such Information, true and correct in all material respects, and no fact or facts have been omitted therefrom which would make such Information misleading;

• (aa) the Financial Statements contain no misrepresentations, present fairly the financial position and condition of the Corporation as at the dates thereof and for the periods indicated and reflect all assets, liabilities or obligations (absolute, accrued, contingent or otherwise) of the Corporation and the results of operations and the changes in financial position for the periods then ended and contain and reflect adequate provisions or allowance for all reasonably anticipated liabilities, expenses and losses of the Corporation. All financial statements of the Corporation filed prior to the date hereof have been prepared in accordance with Canadian generally accepted accounting principles or IFRS, as applicable, in each case, consistently applied, accurately, fairly and fully reflect the financial position of the Corporation as of the respective dates of the statements thereof, and no adverse material changes in the financial position of the Corporation have taken place since May 31, 2021;

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• (bb) the Auditors, who audited the annual financial statements of the Corporation most recently delivered to the securityholders of the Corporation and delivered their report with respect thereto are, to the best of the Corporation's knowledge, information and belief, independent public accountants as required by the applicable Canadian Securities Laws and which meet the criteria of Part II of NI 52-108;

• (cc) there has never been any reportable event (within the meaning of NI 51-102) with the present or any former auditors (if any) of the Corporation;

• (dd) the issued and outstanding Common Shares are listed and posted for trading on the Exchange and no order ceasing or suspending trading in any securities of the Corporation or prohibiting the issue, sale and delivery (as applicable) of the Units, the Unit Shares, the Warrants, the Broker Warrants and the Warrant Shares or the trading of any of the Corporation's issued securities has been issued and no proceedings for such purpose are pending or, to the best of the Corporation's knowledge, information and belief, after due inquiry, threatened;

• (ee) the Corporation has not taken any action which would be reasonably expected to result in the delisting or suspension of the Common Shares on or from the Exchange and the Corporation is in material compliance with the rules and policies of the Exchange;

• (ff) the Transfer Agent has been duly appointed as the registrar and transfer agent for the Common Shares at its principal transfer office in the City of Montréal, Québec;

• (gg) the Corporation has filed in a timely manner all necessary tax returns and notices and has paid all material applicable taxes of whatsoever nature for all tax years prior to the date hereof to the extent that such taxes have become due, and there are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any tax return by the Corporation or the payment of any material tax, governmental charge, penalty, interest or fine against the Corporation. There are no material actions, suits, proceedings, audits, investigations or claims in progress, now threatened or pending against the Corporation which could result in a material liability in respect of taxes, charges or levies upon the Corporation. The Corporation has withheld (where applicable) from each payment to each of the present and former officers, directors, employees and consultants thereof the amount of all taxes and other amounts, including, but not limited to, income tax and other deductions, required to be withheld therefrom, and has paid the same or will pay the same when due to the proper tax or other receiving authority within the time required under applicable tax legislation;

• (hh) the Corporation has established on its books and records reserves that are adequate for the payment of all taxes not yet due and payable and there are no liens for taxes on the assets of the Corporation, except for taxes not yet due and there are no audits known by the Corporation or, to the knowledge of the Corporation, to be pending, of the tax returns of the Corporation (whether federal, provincial, local or foreign); and to the knowledge of the Corporation, there are no claims which have been or may be asserted relating to any such tax returns, which audits and claims, if determined adversely, would result in the assertion by any governmental agency of any deficiency that would have a Material Adverse Effect on the assets or properties, business, results of operations, prospects or condition (financial or otherwise) of the Corporation;

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• (ii) the Corporation 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 Canadian generally accepted accounting principles or IFRS and to maintain asset accountability, (iii) access to monies and investments is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences;

• (jj) all of the Material Agreements and Debt Instruments of the Corporation have been disclosed in the Public Record and each is valid, subsisting, in good standing and in full force and effect, enforceable in accordance with the terms thereof. The Corporation has performed all obligations (including payment obligations) in a timely manner under, and is in compliance with all terms and conditions contained in each Material Agreement and Debt Instrument. The Corporation is not in violation, breach or default nor has it received any notification from any party claiming that the Corporation is in violation, breach or default under any Material Agreement or Debt Instrument and no other party, to the knowledge of the Corporation, is in breach, violation or default of any term under any Material Agreement or Debt Instrument. The Corporation does not expect any Material Agreements to which the Corporation is a party or otherwise bound or the relationship with the counterparties thereto to be terminated or adversely modified, amended or varied or adversely enforced against the Corporation, other than in the ordinary course of business. The carrying out of the business of the Corporation as currently conducted and as proposed to be conducted does not result in a material violation or breach of or default under any Material Agreement or Debt Instrument;

• (kk) all previous corporate transactions completed by the Corporation, including the acquisition of the securities, business or assets of any other person, the acquisition of options to acquire the securities, business or assets of any other person, and the issuance of securities, were completed in compliance with all applicable corporate and securities laws and all related transaction agreements and all necessary corporate, regulatory and third party approvals, consents, authorizations, registrations and filings required in connection therewith were obtained or made, as applicable, and complied with. The Corporation's due diligence review at the time of such previous corporate transactions being completed, including financial, legal and title due diligence and background reviews, as may have been determined appropriate by management to the Corporation, did not result in the discovery of any fact or circumstance which may reasonably be expected to have a Material Adverse Effect;

• (ll) since May 31, 2021, other than as disclosed in the Public Record, the Corporation has not approved, entered into any agreement in respect of, or has any knowledge of:

• (i) the purchase of any material property or any interest therein, or the sale, transfer or other disposition of any material property or any interest therein currently owned, directly or indirectly, by the Corporation whether by asset sale, transfer of shares, or otherwise,

• (ii) the change of control (by sale or transfer of voting or equity securities or sale of all or substantially all of the assets of the Corporation or otherwise) of the Corporation, or

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• (iii) a proposed or planned disposition of any shareholder who owns, directly or indirectly, 10% or more of the outstanding Common Shares;

• (mm) the execution and delivery of each of the Transaction Documents and the performance of the transactions contemplated hereby and thereby have been authorized by all necessary corporate action of the Corporation, and upon the execution and delivery of each of the Transaction Documents and the Ancillary Documents, respectively, each shall be a valid and binding obligation of the Corporation enforceable in accordance with its terms, except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, (ii) general equitable principles, or (iii) limitations under applicable laws in respect of rights of indemnity, contribution and waiver of contribution;

• (nn) all consents, approvals, permits, authorizations or filings as may be required under Securities Laws necessary for: (i) the execution and delivery of the Transaction Documents, (ii) the creation, issuance, sale and delivery, as applicable, of the Unit Shares, the Warrants, and the Warrant Shares, and (iii) the consummation of the transactions contemplated hereby and thereby, have been made or obtained, as applicable, other than post-Closing filings required to be submitted within the applicable time frame pursuant to applicable Securities Laws; the attributes of the Units,

• (oo) the Unit Shares, the Warrants, the Broker Warrants and the Warrant Shares will conform in all material respects with the description thereof in the Transaction Documents and the Ancillary Documents;

• (pp) the Unit Shares have been duly and validly authorized for issuance and sale and when issued and delivered by the Corporation pursuant to this Agreement, against payment of the consideration set forth herein, the Unit Shares will be validly issued as fully paid and non-assessable Common Shares;

• (qq) the Warrants have been duly and validly created and authorized for issuance and sale and when issued and delivered by the Corporation pursuant to this Agreement and the Warrant Indenture, against payment of the consideration set forth herein, the Warrants will be validly issued;

• (rr) the Warrant Shares have been duly and validly authorized for issuance and, upon exercise of the Warrants in accordance with the terms of the Warrant Indenture, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares;

• (ss) if applicable, the form of the certificate representing each of the Unit Shares, the Warrants, the Broker Unit Shares, the Broker Unit Warrants, the Broker Unit Warrant Shares, the Broker Warrants, and the Warrant Shares, respectively, have each been duly approved by the directors of the Corporation and comply with the provisions of the Canada Business Corporations Act and, to the extent applicable, the rules and policies of the Exchange;

• (tt) there is no person acting at the request of the Corporation, other than the Underwriters (or any members of their selling group), who is entitled to any brokerage, agency or similar fee in connection with the transactions contemplated herein other than the Underwriters' Fee;

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• (uu) other than the Corporation, there is no person that is or will be entitled to the proceeds of the Offering, including under the terms of any Debt Instrument, Material Agreement or other instrument or document (written or unwritten);

• (vv) the Corporation has its property and assets insured against loss or damage by insurable hazards or risks on a basis that the Corporation believes to be consistent with insurance obtained by reasonably prudent participants in comparable businesses. Such insurance coverage is of a type and in an amount typical to the business in which the Corporation operates as conducted by a reasonably prudent person, based on the advice of insurance brokers consulted by the Corporation. The Corporation has not made any material claim on any policy of insurance or been refused any insurance coverage sought or applied for. The Corporation has no reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its businesses at a cost that would not be reasonably expected to have a Material Adverse Effect on the assets or properties, business, results of operations, prospects or condition (financial or otherwise) of the Corporation;

• (ww) to the knowledge of the Corporation, none of the directors or officers of the Corporation, nor any holder of more than 10% of any class of shares of the Corporation, or any associate or affiliate (as such terms are defined in the Securities Act (Québec)) of any of the foregoing persons, has any material interest, direct or indirect, in any proposed material transaction which is material to or will materially affect the Corporation;

• (xx) to the knowledge of the Corporation, the Corporation has been and is in material compliance with all, and has not received any notice of or been prosecuted for an offence alleging non-compliance with any, applicable federal, provincial, municipal, state 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 (collectively, the " Environmental and Health 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 (collectively, " Hazardous Substances "), except where any such non-compliance or prosecution could not reasonably be expected to have a Material Adverse Effect on the assets or properties, business, results of operations, prospects or condition (financial or otherwise) of the Corporation;

• (yy) the Corporation or its consultants have obtained all material licences, permits, approvals, consents, certificates, registrations and other authorizations under the Environmental and Health Laws (the " Required Permits ") required for the operation of its business, as currently conducted, and, to the knowledge of the Corporation, each Required Permit is valid, subsisting and in good standing and the holders of the Required Permits are not in material default or breach thereof and no proceeding is pending or, to the knowledge of the Corporation, threatened to revoke or limit any Required Permit, except where any such breach or default could not reasonably be expected to have a Material Adverse Effect on the assets or properties, business, results of operations, prospects or condition (financial or otherwise) of the Corporation;

• (zz) the Corporation has not used, except in compliance with all Environmental and Health Laws or except to the extent that the consequences would not be materially adverse to the Corporation, any property or facility which it owns or leases or previously owned or leased,

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to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance;

• (aaa) the Corporation has not received any notice of, or been prosecuted for an offence alleging, non-compliance with any Environmental and Health Laws, and the Corporation has not settled any allegation of non-compliance short of prosecution, except where such noncompliance could not reasonably be expected to have a Material Adverse Effect on the assets or properties, business, results of operations, prospects or condition (financial or otherwise) of the Corporation. There are no orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures to be made with respect to any of the assets or properties of the Corporation nor has the Corporation received notice of any of the same;

• (bbb) except as ordinarily or customarily required by applicable permits, the Corporation has not received any notice that it is potentially responsible for a federal, provincial, state, municipal or local clean-up site or corrective action under any Environmental and Health Laws except where such action could not reasonably be expected to have a Material Adverse Effect on the assets or properties, business, results of operations, prospects or condition (financial or otherwise) of the Corporation. The Corporation has not received any request for information in connection with any federal, state, municipal or local inquiries as to disposal sites except where such inquiries could not reasonably be expected to have a Material Adverse Effect on the assets or properties, business, results of operations, prospects or condition (financial or otherwise) of the Corporation;

• (ccc) the Corporation controls or has legal rights to, through mining tenements of various types and descriptions, all of the rights, titles and interests materially necessary or appropriate to authorize and enable it to carry on the material mineral exploration activities as currently being undertaken by it and has obtained or, upon performance of all conditions precedent will be able to obtain such rights, titles and interests as may be required to implement its plans on properties which are material to the Corporation and the Corporation is not in default of such rights, titles and interests;

• (ddd) to the knowledge of the Corporation, all assessments or other work required to be performed in relation to the material mining claims and the mining rights of the Corporation, in order to maintain its interests therein, if any, have been performed to date and the Corporation has complied in all material respects with all applicable governmental laws, regulations and policies in this connection as well as with regard to legal, contractual obligations to third parties in this connection except in respect of mining claims and mining rights that the Corporation intends to abandon or relinquish and except for any noncompliance which could not either individually or in the aggregate be expected to have a Material Adverse Effect on the Corporation. All such mining claims and mining rights are in good standing as of the date of this Agreement;

• (eee) there are no expropriations or similar proceedings or any material challenges to title or ownership, actual or threatened, of which the Corporation has received notice against the mining claims or mining rights of the Corporation, or any part thereof;

• (fff) all mineral exploration activities on the properties of the Corporation have been conducted in all material respects in accordance with good mining and engineering practices and all applicable workers' compensation and health and safety and workplace laws, regulations and policies have been duly complied with except where the failure to so conduct

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operations could not reasonably be expected to have a Material Adverse Effect on the Corporation;

• (ggg) to the knowledge of the Corporation, there are no environmental audits, evaluations, assessments, studies or tests relating to the Corporation, except for ongoing assessments conducted by or on behalf of the Corporation in the ordinary course of business;

• (hhh) the minute books and corporate records of the Corporation made or to be made available to Bennett Jones LLP or its local agent counsel in connection with the Underwriters' due diligence investigations of the Corporation for the period from its date of incorporation to the date of examination thereof, are the original minute books and records of the Corporation or true copies thereof and contain copies of all proceedings (or certified copies thereof) of the shareholders, the board of directors and all committees of the board of directors of the Corporation and there have been no other proceedings of the shareholders, board of directors or any committee of the board of directors of the Corporation to the date of review of such corporate records and minute books not reflected in such minute books and corporate and other records other than those which have been disclosed to the Underwriters in writing and those which are not material in the context of the Corporation;

• (iii) the Corporation is in all material respects in compliance with all applicable laws and regulations respecting employment and employment practices;

• (jjj) each material plan for retirement, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive or otherwise contributed to or required to be contributed to, by the Corporation for the benefit of any current or former director, officer, employee or consultant (the " Employee Plans ") has been maintained in material compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations that are applicable to such Employee Plans. The Corporation does not have, nor has the Corporation had, any pension plan (as such term is defined in the relevant legislation of the applicable jurisdiction);

• (kkk) all material accruals for unpaid vacation pay, premiums for unemployment insurance, health premiums, federal or provincial pension plan premiums, accrued wages, salaries and commissions and Employee Plan payments have been reflected in the books and records of the Corporation;

• (lll) there has not been, and there is not to the knowledge of the Corporation currently, any labour trouble which is adversely affecting or could adversely affect, in a material manner, the carrying on of the business of the Corporation;

• (mmm) the Corporation does not owe any monies to, nor does the Corporation have any present loans to, or borrowed any monies from or is otherwise indebted to, any officer, director, employee, shareholder or any person not dealing at "arm's length" (as such term is defined in the ITA) with any of them except for usual employee reimbursements and compensation paid in the ordinary and normal course of business. Except in the case of usual employee or consulting arrangements made in the ordinary and normal course of business, the Corporation is not a party to any contract or agreement with any person not dealing at arm's length with it;

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• (nnn) no officer, director or employee of the Corporation and no entity which is an affiliate or associate of one or more of the foregoing, owns, directly or indirectly, any interest in (except for shares representing less than 5% of the outstanding shares of any class or series of any publicly traded Corporation), or is an officer, director, employee or consultant of, any person which is, or is engaged in, a business competitive with the Corporation which, in either case, materially adversely impacts, or can reasonably be expected to materially and adversely impact, on the ability to duly and properly perform its services;

• (ooo) to the knowledge of the Corporation, no officer, director, employee or security holder of the Corporation has any cause of action or other claim whatsoever against, or owes any amount to, the Corporation in connection with its business except for claims in the ordinary and normal course of the business such as for accrued vacation pay or other amounts or matters which would not be material to the Corporation;

• (ppp) all necessary documents and proceedings have been or will be filed and taken and all other legal requirements have been or will be fulfilled under each of the applicable Securities Laws in connection with the issuance and sale of the Unit Shares, the Warrants, and the Warrant Shares;

• (qqq) the Rose Lithium-Tantalum Property is the only mineral property or project that is material to the Corporation;

• (rrr) the Corporation is the absolute legal and beneficial owner of, and has good and marketable title to, all of the material property and assets comprising the Rose Lithium-Tantalum Property, and no other Mining Rights are necessary for the conduct of the business or operations at the Rose Lithium-Tantalum Property as currently conducted, the Corporation does not know of any claim or the basis for any claim that might or could materially and adversely affect the right of the Corporation to use, transfer or otherwise exploit such Mining Rights and, except as disclosed in the Information or the Title Opinion, the Corporation has no responsibility or obligation to pay any material commission, royalty, licence fee or similar payment to any person with respect to the Mining Rights thereof;

• (sss) the Corporation holds either (i) freehold title, mining leases, mining concessions, mining claims, surface rights or participating interests or other conventional property or proprietary interests or rights, recognized in Québec, as applicable, or (ii) a right to a acquire freehold title, mining leases, mining concessions, mining claims, surface rights or participating interests or other conventional property or proprietary interests or rights, recognized in Québec (collectively, " Mining Rights "), in respect of the ore bodies and minerals located in the area comprising the Rose Lithium-Tantalum Property under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit the Corporation to explore and develop the minerals relating thereto; all property, leases or claims in which the Corporation has an interest or right have been validly located and recorded in accordance in all material respects with all applicable laws and are valid and subsisting except where the failure to be so would not have a Material Adverse Effect on the Corporation; the Corporation has all the necessary surface rights, access rights and other necessary rights and interests relating to the properties comprising the Rose Lithium-Tantalum Property granting the Corporation the right and ability to explore for minerals, ore and metals for development purposes as are appropriate in view of the rights and interests therein of the Corporation, with only such exceptions as do not interfere with the use made by the Corporation of the rights or interest so held; each of the proprietary interests or rights and each of the documents, agreements

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and instruments and obligations relating thereto referred to above is currently in good standing in the name of the Corporation except where the failure to be so would not have a Material Adverse Effect on the Corporation, and more specifically, the Corporation has paid, or caused to be paid, or incurred, as the case may be, all taxes, filing fees, assessments, work commitments or similar obligations necessary to keep the Mining Rights comprising the Rose Lithium-Tantalum Property valid and in good standing. The Mining Rights in respect of the Rose Lithium-Tantalum Property constitute a description of all material Mining Rights in which the Corporation has a beneficial interest;

• (ttt) the Technical Report complies in all material respects with the requirements of NI 43-101 and Form 43-101F1 – Technical Report at the time of filing and the Corporation made available to the authors of the Technical Report, prior to the issuance thereof, for the purpose of preparing such report, all information requested by them, and none of such information contained any misrepresentation at the time such information was so provided;

• (uuu) all of the material assumptions disclosed in the Technical Report are, to the knowledge of the Corporation, reasonable and appropriate and the information and conclusions contained therein, as described in the Information, comply in all material respects with applicable Canadian Securities Laws;

• (vvv) the Corporation is in compliance with the provisions of NI 43-101, has filed all technical reports in respect of its properties required thereby, including the Technical Report, and there has been no change in respect thereof that would require the filing by the Corporation of any other new technical report under NI 43-101;

• (www) there are no material claims or actions with respect to First Nations, Aboriginal or Indigenous rights currently existing, threatened or, to the best knowledge of the Corporation, after due enquiry, pending with respect to the Corporation or any of the property interests of the Corporation, and the Corporation is not aware of any material land entitlement claims or First Nations, Aboriginal or Indigenous land claims having been asserted or any legal actions relating to First Nations, Aboriginal, Indigenous or community issues having been instituted with respect to the Rose Lithium-Tantalum Property, and no material dispute between the Corporation and any local or First Nations, Aboriginal or Indigenous group exists or, to the knowledge of the Corporation, is threatened or imminent with respect to any of the Corporation's properties or activities;

• (xxx) the Corporation maintains good relationships with the communities and persons affected by or located on or in close proximity to the Rose Lithium-Tantalum Property in all material respects, and there are no material complaints, issues, proceedings, or discussions, which are ongoing or anticipated which could have the effect of interfering, delaying or impairing the ability of the Corporation to develop and operate the Rose Lithium-Tantalum Property;

• (yyy) the Corporation maintains a good working relationship with all governmental authorities in the jurisdictions in which the Rose Lithium-Tantalum Property and all other mineral properties or projects owned by the Corporation are located, or in which it otherwise carries on its business or operations. All such government relationships are intact and mutually cooperative and, to the knowledge of the Corporation, there exists no condition or state of fact or circumstances in respect thereof, that would prevent the Corporation from conducting its business and all activities in connection with the Rose Lithium-Tantalum Property as currently conducted or proposed to be conducted and there exists no actual or,

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to the knowledge of the Corporation, threatened termination, limitation, modification or material change in the Corporation's working relationship with any governmental authorities;

• (zzz) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) violated any antibribery or anti-corruption laws applicable to the Corporation, including but not limited to 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 Corporation in obtaining or retaining business for or with, or directing business to, any person; or (Y) to any person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Corporation nor, to the knowledge of the Corporation, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Corporation, 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;

• (aaaa) the operations of the Corporation are and have been conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental authority (collectively, the " Money Laundering Laws ") and no action, suit or proceeding by or before any court or governmental authority or any arbitrator or non-governmental authority involving the Corporation with respect to the Money Laundering Laws exists or is, to the best knowledge of the Corporation, pending or threatened;

• (bbbb) neither the Corporation nor, to the best of the knowledge of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf of the Corporation is currently subject to any United States sanctions administered by OFAC; and the Corporation will not knowingly, directly or indirectly, use the proceeds of the Offering, or knowingly lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFAC;

• (cccc) there are no material actions, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation) that have commenced or that have been threatened against, or to the best knowledge of the Corporation, that are pending against the Corporation or

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any of its properties at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign; and

(dddd) with respect to forward-looking information contained in the Public Record:

  - (i) the Corporation 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, identify material risk factors that could cause actual results to differ materially from the forward-looking information, and state the material factors or assumptions used to develop the forward-looking information,

  - (iii) the 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 Corporation has updated such forward-looking information as required by and in compliance with applicable Canadian Securities Laws;

• (eeee) the statements set out in the Prospectus under the heading "Cautionary Note Regarding Forward-Looking Statements" have been prepared and disclosed in material compliance with Part 4A of NI 51-102, and the Corporation has no reason to believe that the actual results forecasted or projected by such statements will not be achieved, and the Corporation does not expect to modify such forward looking statements in any materially adverse manner during the period of distribution of the Units.

• 15.2 Each Underwriter warrants and represents to the Corporation that:

• (a) it is a valid and subsisting corporation under the law of the jurisdiction in which it was incorporated, continued or amalgamated;

• (b) it is, and will remain until the completion of the Offering, registered as an investment dealer in each of the Qualifying Jurisdictions and a member in good standing with the Exchange so as to permit it to lawfully fulfil its obligations hereunder;

• (c) it has complied with and will comply, in all material respects, with the requirements of all Applicable Legislation, its rules and regulations and the by-laws and rules of the Exchange, in relation to trading in the Units and all matters relating to the Offering; and

• (d) it has good and sufficient corporate power and authority to enter into and execute this Agreement and to execute the Prospectus and to complete the transactions contemplated under this Agreement.

16. ACKNOWLEDGEMENT

The Underwriters and their affiliates constitute full service securities firms, engaging in a wide range of activities for their own accounts and the accounts of customers, including corporate finance, mergers and acquisitions, merchant banking, equity and fixed income sales, trading and research, derivatives, foreign exchange, futures, asset management, custody, clearance and securities lending. In the course of their

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business, the Underwriters and their affiliates may, directly or indirectly, hold long or short positions, trade and otherwise conduct such activities in or with respect to debt or equity securities and/or bank debt of, and/or derivative products relating to, the Corporation, any prospective investor and other participants in the Offering. In addition, at any given time the Underwriters and/or any of their affiliates may have been and/or be engaged by one or more entities that may be competitors with, or otherwise adverse to, the Corporation in matters unrelated to the Offering. Consistent with applicable legal and regulatory requirements, the Underwriters have adopted policies and procedures to establish and maintain the independence of the Underwriters' research departments and personnel. As a result, the Underwriters' research analysts may hold views, make statements or investment recommendations and/or publish research reports with respect to the Corporation, prospective investors, the Offering and other participants in the Offering that differ from the views of the Underwriters' investment banking personnel.

17. INFORMATION

• 17.1 Prior to the Closing Date, the Corporation shall allow the Underwriters to conduct all due diligence which they may reasonably require in respect of the Offering and if one or more visits to the offices of the Corporation is required, such visit(s) shall be made within normal business hours;

• 17.2 The Corporation shall make available or cause to be made available to the Underwriters and their counsel on a timely basis all information (financial or otherwise), data, documents, opinions, appraisals, valuations or other information relating to the Corporation and its properties, assets, liabilities, business and operations as the Underwriters may reasonably require or deem appropriate in carrying out its obligations under this Agreement. The Corporation will arrange for the Underwriters to have such timely access to its directors, officers, employees, independent auditors and other consultants and to information concerning all aspects of the Corporation and its properties, assets, liabilities, business and operations as the Underwriters may reasonably require or deem appropriate in carrying out its obligations under this Agreement. The Underwriters shall keep all such information, data and documents received or obtained from or on behalf of the Corporation in connection with the Offering, which is not publicly available, confidential and shall not disclose same except to its counsel, employees and agents as necessary to perform its mandate hereunder or as required by law or requested by a regulatory authority having jurisdiction, including but not limited to the Investment Industry Regulatory Organization of Canada, any applicable stock exchange or any self-regulatory organization.

• 17.3 The Underwriters shall be entitled to rely upon, and to assume without independent verification, the accuracy and completeness of all information furnished to it pursuant to the above Section 17.1 and all other information that is filed with the Regulatory Authorities pursuant to applicable continuous disclosure obligations.

• 17.4 The Corporation will use the Proceeds in accordance with the disclosure set out under "Use of Proceeds" in the Final Prospectus in all material respects (unless circumstances arise where the board of directors of the Corporation considers a deviation to be in the best interests of the Corporation) and for greater certainty, the Corporation covenants that it will not use any of the Proceeds from the Offering to repay any loans or advances to related parties.

• 17.5 The Corporation will not circulate or file with the Regulatory Authorities, any Prospectus or public document relating to the Offering without the prior consultation with and approval of such document by the Underwriters, acting reasonably, unless the Corporation is required to do so under Applicable Legislation, in which event, to the extent possible, any such document shall be drafted in consultation with the Underwriters.

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• 17.6 Until the date that is 60 days following the Closing Date, within a reasonable period of time prior to (a) releasing any press release relating to the Offering or (b) making any advertisement, announcement or disclosure of the Offering, the Corporation shall submit a copy of any such advertisement, announcement or disclosure to the Underwriters for their review and comment prior to release.

18. EXPENSES OF UNDERWRITERS

• 18.1 The Corporation will pay: (i) all of the expenses reasonably incurred by the Underwriters in connection with the Offering including but not limited to (i) the out-of-pocket costs and expenses of the Underwriters, provided that such costs and expenses shall not exceed $10,000 without the prior approval of the Corporation (such approval not to be unreasonably withheld); (ii) the fees and expenses of legal counsel to the Underwriters, provided that such fees and expenses shall not exceed $105,000, exclusive of disbursements and taxes, without the prior approval of the Corporation (such approval not to be unreasonably withheld); and (iii) all other expenses typical of an offering of this nature. All fees and expenses incurred by the Underwriters or on their behalf shall be payable by the Corporation immediately upon receiving an invoice therefor from the Underwriters.

• 18.2 The Corporation will pay the expenses referred to in Section 18.1 even if the Final Prospectus and this Agreement are not accepted by the Regulatory Authorities or the transactions contemplated by this Agreement are not completed or this Agreement is terminated.

• 18.3 The Underwriters may, from time to time, render accounts to the Corporation for its reasonable expenses in connection with the Offering for payment on the dates set out in the accounts.

• 18.4 The Corporation authorizes the Underwriters to deduct their reasonable expenses in connection with the Offering from the gross proceeds of the Offering including expenses for which an account has not yet been rendered to the Corporation.

19.

INDEMNITY

• 19.1 The Corporation agrees to indemnify and hold harmless each Underwriter and their affiliates and its and their respective directors, officers, employees, legal counsel, agents and controlling persons (collectively, the " Indemnified Parties "), to the fullest extent permitted by law, from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, and other liabilities (collectively, " Liabilities "), and will fully reimburse each Indemnified Party for any and all fees, costs, expenses and disbursements (collectively, " Expenses "), as and when incurred, of investigating, preparing or defending any claim, action, suit, proceeding or investigation, whether or not in connection with pending or threatened litigation or arbitration, and whether or not such Indemnified Party is a party (collectively, " Actions ") (including any and all legal and other Expenses in giving testimony or furnishing documents in response to a subpoena or otherwise), arising out of or in connection with advice or services rendered or to be rendered by the Underwriters pursuant to the Agreement, the transactions contemplated thereby or the Underwriters' actions or inactions in connection with any such advice, services or transactions; provided, however, such indemnity agreement shall not apply to an Underwriter with respect to any portion of any such Liability or Expense that is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from (i) the Underwriters or their Indemnified Parties have been grossly negligent, engaged in willful misconduct or have committed any fraudulent act in the course of such performance; or (ii) the expenses, losses, claims, damages or liabilities, as to which indemnification is claimed, were directly caused by the gross negligence, willful misconduct or fraudulent act referred to in (i).

• 36 -

• 19.2 If any Action is commenced as to which an Indemnified Party proposes to demand indemnification hereunder, the applicable Underwriter shall notify the Corporation with reasonable promptness; provided, however, that any failure by the Underwriters to notify the Corporation shall not relieve the Corporation from its obligations hereunder except and only to the extent that such failure materially prejudices the Corporation.

• 19.3 The Corporation agrees that in case any legal proceeding shall be brought against the Corporation and/or the Underwriters by any governmental, commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, shall investigate the Corporation and/or the Underwriters and any Indemnified Parties of the Underwriters 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 Corporation 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 their Indemnified Parties in connection therewith) and out-of-pocket expenses incurred at competitive rates by their Indemnified Parties in connection therewith shall be paid by the Corporation as they occur, provided that in no circumstances will the Corporation be required to pay the fees and expenses of more than one legal counsel for all of the Underwriters and the Indemnified Parties (collectively, the " Indemnified Persons "), unless: (i) the Corporation and the Underwriters have mutually agreed to the retention of more than one legal counsel for the Indemnified Persons; or (ii) the Indemnified Persons have or any of them has been advised in writing by legal counsel that representation of all of the Indemnified Persons by the same legal counsel would be inappropriate due to actual or potential differing interests between them.

• 19.4 In order to provide for just and equitable contribution, if a claim for indemnification pursuant to this Section 19 is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Corporation, on the one hand, and the Underwriters, on the other hand, shall contribute to the Liabilities and Expenses to which the Indemnified Parties may be subject in accordance with the relative benefits received by the Corporation, on the one hand, and the Underwriters, on the other hand, and also the relative fault of the Corporation, on the one hand, and the Underwriters, on the other hand, in connection with the statements, acts or omissions which resulted in such Liabilities and Expenses. The Corporation agrees for purposes of this paragraph that the relative benefits to the Corporation and the Underwriters of any contemplated Offering (whether or not consummated) shall be deemed to be in the same proportion as the total value paid or issued or contemplated to be paid or issued to or by the Corporation or its security holders in connection with such Offering bears to the fees paid or payable to the Underwriters under the Agreement. Notwithstanding the foregoing, each Underwriter shall not be obligated to contribute any amount pursuant to this paragraph that exceeds the amount of fees previously received by such Underwriter pursuant to this Agreement.

• 19.5 The indemnity and contribution obligations of the Corporation shall be in addition to any liability which the Corporation may otherwise have, and shall be binding upon and enure to the benefit of any successors and assigns, heirs and personal representatives of the Corporation and the Indemnified Parties. CFCC hereby declares that it holds the benefits and rights conferred hereunder in trust for the other Indemnified Parties and the Corporation acknowledges and agrees that such Indemnified Parties are so entitled to such rights and benefits and that such rights and benefits may be enforced by CFCC on behalf of such Indemnified Parties.

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20. ADVERTISEMENTS

The Corporation acknowledges that the Underwriters shall have the right, at their own expense, subject to the prior consent of the Corporation, such consent not to be unreasonably withheld, to place such advertisement or advertisements relating to the sale of the Units contemplated herein as the Underwriters may consider desirable or appropriate and as may be permitted by applicable law. The Corporation and the Underwriters each agree that they will not make or publish any advertisement in any media whatsoever relating to, or otherwise publicize, the transactions contemplated herein so as to result in any exemption from the prospectus and registration or other similar requirements under applicable securities legislation in any of the provinces of Canada or any other jurisdiction in which the Units shall be offered and sold being unavailable in respect of the sale of the Units to prospective purchasers.

21. UNDERWRITERS' OBLIGATIONS

The Underwriters' obligations under this Agreement shall be several and not joint, and the Underwriters' respective obligations and rights and benefits hereunder shall be as to the following percentages:

Cantor Fitzgerald Canada Corporation Stifel Nicolaus Canada Inc. Paradigm Capital Inc. Beacon Securities Limited Red Cloud Securities Inc.	42.0% 24.5% 14.5% 12.0% 7.0%
	100.0%

If an Underwriter (a " Refusing Underwriter ") shall not complete the purchase and sale of the Units which such Underwriter has agreed to purchase hereunder for any reason whatsoever, the other Underwriters (the " Continuing Underwriters ") shall be entitled, at their option, to purchase all but not less than all of the Units which would otherwise have been purchased by such Refusing Underwriter pro rata according to the number of Units to have been acquired by the Continuing Underwriters hereunder or in such proportion as the Continuing Underwriters shall agree in writing. If the Continuing Underwriters do not elect to purchase the balance of the Units pursuant to the foregoing:

• (a) The Continuing Underwriters shall promptly notify in writing the Corporation;

• (b) the Continuing Underwriters shall not be obliged to purchase any of the Units that any Refusing Underwriter is obligated to purchase; and

• (c) the Corporation shall not be obliged to sell to the Underwriters less than all of the Units or relieve from liability to the Corporation any Underwriter which shall be so in default,

and the Corporation shall be entitled to terminate its obligations under this Agreement arising from its acceptance of this offer (without prejudice to its rights against the Refusing Underwriter hereunder), in which event there shall be no further liability on the part of the Corporation or the Continuing Underwriters, except pursuant to the provisions of Sections 18, 19 and 27 hereof.

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22. UNDERWRITERS' AUTHORITY

The Corporation 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 Underwriters who shall represent the Underwriters and have authority to bind the Underwriters hereunder, except for any termination notice under Section 12, any notice of Claim or settlement of any Claim under Section 19 or any notice under Section 21.

23. ASSIGNMENT AND SELLING GROUP PARTICIPATION

• 23.1 Except as contemplated by the terms hereof, the Underwriters will not assign this Agreement or any of its rights under this Agreement or, with respect to the Units, enter into any agreement in the nature of an option or a sub-option unless and until, for each intended transaction, the Underwriters have obtained the consent of the Corporation and notice has been given to and accepted by the Regulatory Authorities.

• 23.2 The Underwriters may offer selling group participation in the normal course of the brokerage business to certain selling group members, who may or who may not be offered part of the commissions to be received by the Underwriters pursuant to this Agreement. The Underwriters will use commercially reasonable best efforts to ensure that members of the selling group, if any, comply with the terms of this Agreement (including, for certainty, Schedule "A" hereto) with which the Underwriters are required to comply.

24.

NOTICE

• 24.1 Any notice to be given hereunder shall be in writing and may be given by email or by hand delivery and shall:

• (a) in the case of notice to the Corporation, be addressed and emailed or delivered to:

Critical Elements Lithium Corporation

Suite 2101, 1080, Côte du Beaver Hall Montreal, QC H2Z 1S8

Attention: Jean-Sébastien Lavallée, Chief Executive Officer Email: jslavallee@cecorp.ca

with a copy (for information purposes only and not constituting notice) to:

Fasken Martineau DuMoulin LLP 800, rue du Square-Victoria, bureau 3500

Montréal, QC H4Z 1E9

Attention: Frank Mariage Email: fmariage@fasken.com

• (b) and in the case of the Underwriters, be addressed and emailed or delivered to:

• 39 -

Cantor Fitzgerald Canada Corporation 181 University Avenue, Suite 1500 Toronto, ON M5H 3M7

Attention: Graham Moylan Email: GMoylan@cantor.com

and

Stifel Nicolaus Canada Inc. 145 King Street West Suite 300 Toronto, ON M5H 1J8

Attention: Mike Barman Email: mbarman@stifel.com

and

Paradigm Capital Inc. 95 Wellington Street West Suite 2101, PO Box 55 Toronto, ON M5J 2N7

Attention: John Booth Email: john.booth@paradigmcap.com and

Beacon Securities Limited 66 Wellington Street West, Suite 4050 Toronto, ON M5K 1H1

Attention: Daniel Belchers Email: dbelchers@beaconsecurities.ca

and

Red Cloud Securities Inc. 120 Adelaide Street W Suite 1400 Toronto, ONM5H 1T1

Attention: Bruce Tatters Email: btatters@redcloudsecurities.com

with a copy (for information purposes only and not constituting notice) to:

Bennett Jones LLP 3400 One First Canadian Place P.O. Box 130 Toronto, ON, M5X 1A4

• 40 -

Attention: James Clare Email: clarej@bennettjones.com

and

Investment Banking Legal 110 East 59th Street New York, NY 10022

Email: #legal-IBD@cantor.com

• 24.2 The Corporation and the Underwriters may change their respective addresses for notice by notice given in the manner referred to above.

• 24.3 Each notice shall be personally delivered to the addressee or sent by email to the addressee, return receipt requested and: (a) a notice which is personally delivered shall, if delivered on a Business Day, be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is delivered; and (b) a notice which is sent by email shall be deemed to be given and received on the first Business Day following the day on which it is sent and return receipt is received.

25. NO FIDUCIARY DUTY

The Corporation hereby acknowledges that (i) the transactions contemplated hereunder are arm's-length commercial transactions between the Corporation, on the one hand, and the Underwriters and any affiliate through which they may be acting, on the other, (ii) each Underwriter is acting as agent but not as fiduciary of the Corporation and (iii) the Corporation's engagement of each Underwriter in connection with the Offering and the process leading up to the Offering is as agent and not in any other capacity. Furthermore, the Corporation agrees that it is solely responsible for making its own judgments in connection with the Offering (irrespective of whether the Underwriters have advised or is currently advising the Corporation on related or other matters). The Underwriters have not rendered advisory services beyond those, if any, required of an investment dealer by Applicable Legislation in respect of an offering of the nature contemplated by this Agreement and the Corporation agrees that it will not claim that the Underwriters have rendered advisory services beyond those, if any, required of an investment dealer by Applicable Legislation in respect of the Offering, or that the Underwriters owe a fiduciary or similar duty to the Corporation, in connection with such transaction or the process leading thereto.

26. TIME

Time is of the essence in this Agreement.

27. SURVIVAL OF REPRESENTATIONS AND WARRANTIES

The representations, warranties, covenants and indemnities of the parties contained in this Agreement will survive the Closing and Over-Allotment Option Closing.

28. LANGUAGE

Wherever a singular or masculine expression is used in this Agreement, that expression is deemed to include the plural, feminine or the body corporate where required by the context. Les parties reconnaissent avoir expressément demandé que la présente Convention ainsi que tout avis, tout état de compte et tout autre

• 41 -

document à être ou pouvant être donné ou conclu en vertu des présentes dispositions, soient rédigés en langue anglaise seulement.

29. CURRENCY

All sums of money expressed in and all amounts payable under this Agreement are expressed and payable in the lawful money of Canada.

30. ENUREMENT

This Agreement enures to the benefit of and is binding on the parties to this Agreement and their successors and permitted assigns.

31. HEADINGS

The headings in this Agreement are for convenience of reference only and do not affect the interpretation of this Agreement.

32. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement and supersedes any other previous agreement between the parties with respect to the Offering and there are no other terms, conditions, representations or warranties whether express, implied, oral or written by the Corporation. Neither party has the right to assign this Agreement, in whole or in part, to any other person without the prior written consent of the other party; provided. If any provision hereof shall be determined to be invalid or unenforceable in any respect, such determination shall not affect such provision in any other respect or any other provision hereof. Waiver of any term or condition of this Agreement by any party shall only be effective if in writing and shall not be construed as a waiver of any subsequent breach or failure of the same term or condition or a waiver of any other term or condition of this Agreement.

33. COUNTERPARTS

This Agreement may be executed in two or more counterparts and delivered by facsimile or other means of electronic transmission, each of which will be deemed to be an original and all of which will constitute one agreement, effective as of the reference date given above.

34. LAW

This Agreement and its application and interpretation will be governed exclusively by the laws prevailing in Québec and the federal laws of Canada applicable therein. The parties to this Agreement consent to the jurisdiction of the courts of Québec which courts shall have exclusive jurisdiction over any dispute of any kind arising out of or in connection with this Agreement.

[This space is intentionally left blank]

This Agreement was executed and delivered as of the date given above.

CRITICAL ELEMENTS LITHIUM CORPORATION

Per: (signed) Jean-Sébastien Lavallée Name: Jean-Sébastien Lavallée Title: Chief Executive Officer

Signature Page – Underwriting Agreement

This Agreement was executed and delivered as of the date given above.

CANTOR FITZGERALD CANADA CORPORATION

Per: (signed) Elan Shevel Name: Elan Shevel Title: Chief Compliance Officer

Signature Page – Underwriting Agreement

This Agreement was executed and delivered as of the date given above.

STIFEL NICOLAUS CANADA INC.

Per: (signed) Michael Barman Name: Michael Barman Title: Managing Director, Investment Banking

Signature Page – Underwriting Agreement

This Agreement was executed and delivered as of the date given above.

PARADIGM CAPITAL INC.

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

Signature Page – Underwriting Agreement

This Agreement was executed and delivered as of the date given above.

BEACON SECURITIES LIMITED

Per: (signed) Daniel Belchers Name: Daniel Belchers Title: Managing Director, Investment Banking

Signature Page – Underwriting Agreement

This Agreement was executed and delivered as of the date given above.

RED CLOUD SECURITIES INC.

Per: (signed) Bruce Tatters Name: Bruce Tatters Title: Chief Executive Officer

Signature Page – Underwriting Agreement

SCHEDULE "A"

COMPLIANCE WITH UNITED STATES SECURITIES LAWS

As used in this schedule, the following terms shall have the meanings indicated:

Affiliate

means an "affiliate" as that term is defined in Rule 405 under the U.S. Securities Act;

Directed Selling Efforts

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

Disqualification Event

means any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the U.S. Securities Act;

Foreign Private Issuer

means a "foreign private issuer" as that term is defined in Rule 405 under the U.S. Securities Act. Without limiting the foregoing, but for greater clarity in this Schedule, it means any issuer which is: a corporation or other organization incorporated or organized under the laws of any foreign country, except an issuer meeting the following conditions as of the last business day of its most recently completed second fiscal quarter: (1) more than 50 percent of the outstanding voting securities of such issuer are directly or indirectly owned of record by residents of the United States; and (2) any of the following; (i) the majority of the executive officers or directors of the issuer are United States citizens or residents, (ii) more than 50 percent of the assets of the issuer are located in the United States, or (iii) the business of the issuer is administered principally in the United States;

General Solicitation or General Advertising

means "general solicitation or general advertising", as used in Rule 502(c) of Regulation D, including, without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine, on the internet or similar media or broadcast over radio or television or on the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;

Offshore Transaction

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

Preliminary U.S. Private Placement Memorandum

means the preliminary United States private placement memorandum, including the Preliminary Prospectus, prepared in connection with the offer and sale of the Units to, or for the account of benefit of, persons in the United States and U.S. Persons;

Schedule "A" – Underwriting Agreement

Qualified Institutional means a "qualified institutional buyer" within the meaning of Rule 144A; Buyer Regulation D means Regulation D adopted by the SEC under the U.S. Securities Act; Regulation S means Regulation S adopted by the SEC under the U.S. Securities Act; Rule 144A means Rule 144A adopted by the SEC under the U.S. Securities Act; SEC means the United States Securities and Exchange Commission; Securities means, collectively, the Units, the Unit Shares, the Warrants, and the Warrant Shares;

Substantial U.S. Market means "substantial U.S. market interest" as that term is defined in Rule Interest 902(j) of Regulation S; U.S. Accredited Investor means an "accredited investor" as defined in Rule 501(a) of Regulation D; U.S. Affiliate means the United States registered broker-dealer Affiliate of any Underwriter; U.S. Exchange Act means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder; and U.S. Private Placement means the United States private placement memorandum, including the Memorandum Final Prospectus, prepared in connection with the offer and sale of the Units to, or for the account of benefit of, persons in the United States and U.S. Persons.

All capitalized terms used herein without definition have the meanings ascribed thereto in the Underwriting Agreement to which this Schedule "A" is attached.

Representations, Warranties and Covenants of the Underwriters

Each Underwriter, on its own behalf and on behalf of its U.S. Affiliate, acknowledges that the Securities have not been and will not be registered under the U.S. Securities Act and may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. Persons, except pursuant to an exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, each of the Underwriters, on its own behalf and on behalf of its U.S. Affiliate, represents, warrants and covenants to the Corporation as of the date hereof and the Closing Date (and the OverAllotment Option Closing Date, if applicable) that:

1. It has offered and sold, and will offer and sell, the Units forming part of its allotment (a) only in Offshore Transactions in accordance with Rule 903 of Regulation S or (b) to, or for the account or benefit of, persons in the United States and U.S. Persons pursuant to the exemptions from the registration requirements of the U.S. Securities Act provided by Rule 144A and Rule 506(b) of Regulation D, in accordance with paragraphs 2 through 12 below. Accordingly, neither the Underwriter, its U.S. Affiliate nor any persons acting on any of their behalf, has made or will make (except as permitted in paragraphs 2 through 12 below): (i) any offer to sell or any solicitation of

Schedule "A" – Underwriting Agreement

an offer to buy, any Units to, or for the account or benefit of, a person in the United States or a U.S. Person; (ii) any sale of Units to any purchaser unless, at the time the buy order was or will have been originated, the purchaser was outside the United States and not a U.S. Person and not subscribing for the account or benefit of a person in the United States or a U.S. Person, or the Underwriter, its U.S. Affiliates or persons acting on its behalf reasonably believed that such purchaser was outside the United States and not a U.S. Person; or (iii) any Directed Selling Efforts in the United States with respect to the Securities.

1. It will not offer or sell the Units to, or for the account or benefit of, persons in the United States or U.S. Persons, except that it may (i) offer and sell the Units to Qualified Institutional Buyers with whom the Underwriter has a pre-existing relationship in compliance with Rule 144A, or (ii) offer the Units for sale by the Corporation to U.S. Accredited Investors with whom the Underwriter has a pre-existing relationship in compliance with Rule 506(b) of Regulation D. It shall inform, or cause its U.S. Affiliate to inform, each purchaser of Units that is, or is acting for the account or benefit of, a person in the United States or a U.S. Person pursuant to Rule 144A or Rule 506(b) of Regulation D, as applicable, that the Units are being sold to it in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A or Rule 506(b) of Regulation D, as applicable,.

2. It has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Units, except with its U.S. Affiliate, any selling group members or with the prior written consent of the Corporation. It shall require its U.S. Affiliate and each selling group member to agree in writing, for the benefit of the Corporation, to comply with, and shall use its best efforts to ensure that its U.S. Affiliate and each selling group member complies with, the same provisions of this Schedule "A" as apply to such Underwriter as if such provisions applied to its U.S. Affiliate and such selling group member.

3. All offers of the Units to, or for the account or benefit of, persons in the United States and U.S. Persons, have been and will be made by or through the Underwriter's U.S. Affiliate and all sales of the Units to, or for the account or benefit of, persons in the United States and U.S. Persons, will be made (i) by the Underwriter's U.S. Affiliate to Qualified Institutional Buyers in compliance with Rule 144A, or (ii) by the Corporation to U.S. Accredited Investors, and, in each case, in transactions exempt from registration under any applicable state securities laws.

4. It and its Affiliates (including, without limitation, its U.S. Affiliate) have not, either directly or through a person acting on any of their behalf, solicited and will not solicit offers to buy, and have not offered to sell and will not offer to sell, the Units to, or for the account or benefit of, persons in the United States or U.S. Persons, by any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.

5. It and its U.S. Affiliate are Qualified Institutional Buyers. All offers and sales of the Units to, or for the account or benefit of, persons in the United States and U.S. Persons have been or will be made in accordance with any applicable U.S. federal or state laws and regulations governing the registration or conduct of securities brokers or dealers and applicable rules of the Financial Industry Regulatory Authority, Inc. Its U.S. Affiliate that makes offers and sales to, or for the account or benefit of, persons in the United States and U.S. Persons is on the date hereof, and will be on the date of each offer and sale of the Units in the United States, duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and the securities laws of each state in which such offer or sale is made (unless exempted from the respective state's broker-dealer registration requirements) and all applicable rules, and in good standing with, the Financial Industry Regulatory Authority, Inc.

Schedule "A" – Underwriting Agreement

1. Immediately prior to making an offer of the Units to, or for the account or benefit of, a person in the United States or a U.S. Person, the Underwriter and its U.S. Affiliate had reasonable grounds to believe and did believe that each such offeree was either a Qualified Institutional Buyer, or a U.S. Accredited Investor, as applicable. At the time of each sale of the Units to, or for the account or benefit of, a person in the United States or a U.S. Person, the Underwriter, its U.S. Affiliate, and any person acting on any of their behalf shall have reasonable grounds to believe and shall believe, that each such purchaser is either a Qualified Institutional Buyer, or a U.S. Accredited Investor, as applicable.

2. Each offeree of Units that is, or is acting for the account or benefit of, a person in the United States or a U.S. Person has been or will be provided with one or both of the Preliminary U.S. Private Placement Memorandum and/or the U.S. Private Placement Memorandum. Prior to any sale of the Units to, or for the account or benefit of, a person in the United States or a U.S. Person, each such purchaser shall be provided with the U.S. Private Placement Memorandum and will be required to execute and deliver either (i) the U.S. Subscription Agreement for U.S. Accredited Investors in the form attached as Exhibit A to the U.S. Private Placement Memorandum, or (ii) the U.S. Purchaser Letter for Qualified Institutional Buyers in the form attached as Exhibit B to the U.S. Private Placement Memorandum.

3. At least one business day prior to the Closing Date and Over-Allotment Option Closing Date, if applicable, the Corporation and its transfer agent will be provided with a list of all purchasers of the Units that are, or are acting for the account or benefit of, persons in the United States or U.S. Persons.

4. At the Closing and any Over-Allotment Option Closing, each Underwriter, together with its U.S. Affiliate, will either: (i) provide a certificate, substantially in the form of Exhibit A to this Schedule "A", relating to the manner of the offer and sale of the Units to, or for the account or benefit of, persons in the United States and U.S. Persons, or (ii) be deemed to have represented and warranted that neither it, its Affiliates nor any person acting on its or their behalf, has offered or sold any of the Units to, or for the account or benefit of, persons in the United States or U.S. Persons.

5. None of the Underwriter, its Affiliates (including its U.S. Affiliate) or any person acting on any of their behalf has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Units.

6. It acknowledges that until 40 days after the closing of the offering of the Units, an offer or sale of the Securities within the United States by any dealer (whether or not participating in this Offering) may violate the registration requirement of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with an exemption from the registration requirement of the U.S. Securities Act.

7. None of the Underwriter, its Affiliates (including its U.S. Affiliate) or any of their respective directors, executive officers, other officers participating in the Offering, general partners or managing members, or any of the directors, executive officers or other officers participating in the Offering of any such general partner or managing member (each, an " Underwriter Covered Person " and, together, " Underwriter Covered Persons "), is subject to any Disqualification Event, except for a Disqualification Event (i) contemplated by Rule 506(d)(2) of the U.S. Securities Act and (ii) a description of which has been furnished in writing to the Corporation on or prior to execution hereof and, if contemplated by Rule 506(e), included in the U.S. Private Placement Memorandum. The Underwriters shall provide prompt written notice to the Corporation of any Disqualification Event relating to any Underwriter Covered Person, or any event that would, with the passage of time, become such a Disqualification Event prior to the Closing Time or OverAllotment Option Closing Time. The Underwriter is not aware of any person other than an Underwriter, U.S. Affiliate or a selling group member (that makes, in favor of the Corporation, the

Schedule "A" – Underwriting Agreement

representations of the Underwriters set forth in this Schedule "A"), that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the Offering, and the Underwriter will notify the Corporation, prior to Closing, of any agreement entered into between the Underwriter and such person in connection with any sale of the Units.

Representations, Warranties and Covenants of the Corporation

The Corporation represents, warrants, and covenants to, and agrees with, the Underwriters as of the date hereof and the Closing Date (and the Over-Allotment Option Closing Date, if applicable) that:

1. The Corporation is, and at the Closing and any Over-Allotment Option Closing will be, a Foreign Private Issuer and reasonably believes that there is no Substantial U.S. Market Interest in the Common Shares.

2. The Corporation is not, and as a result of the sale of the Units contemplated hereby and the application of the proceeds of the Offering as set forth under the caption "Use of Proceeds" in the Final Prospectus, will not be, registered or required to be registered under the United States Investment Company Act of 1940, as amended.

3. The Units are eligible for resale pursuant to Rule 144A(d)(3)(i).

4. So long as any Unit Shares and Warrants offered and sold in compliance with Rule 144A are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the U.S. Securities Act and if it is not exempt from reporting pursuant to Rule 12g3-2(b) under the U.S. Exchange Act nor subject to and in compliance with Section 13 or 15(d) of the U.S. Exchange Act, the Corporation shall furnish to any holder of such Unit Shares and Warrants and any prospective purchaser of such Unit Shares and Warrants designated by such holder, upon request of such holder, the information required to be delivered pursuant to Rule 144A(d)(4) under the U.S. Securities Act (so long as such requirement is necessary in order to permit holders of such Unit Shares and Warrants to effect resales under Rule 144A).

5. Except with respect to (A) offers and sales by or through the Underwriters in accordance with this Schedule "A" to Qualified Institutional Buyers in reliance upon the exemption from registration under the U.S. Securities Act provided by Rule 144A and/or (B) offers by or through the Underwriters and sales by the Corporation in accordance with this Schedule "A" to U.S. Accredited Investors in reliance upon the exemption from registration under the U.S. Securities Act provided by Rule 506(b) of Regulation D, neither the Corporation nor any of its Affiliates, nor any person acting on any of their behalf (other than the Underwriters, their respective Affiliates (including the U.S. Affiliates), any selling group member or any person acting on any of their behalf, in respect of which no representation, warranty, covenant or agreement is made), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Units to, or for the account or benefit of, a person in the United States or a U.S. Person; or (B) any sale of Units unless, at the time the buy order was or will have been originated, the purchaser is (i) outside the United States and not a U.S. Person and not subscribing for the account or benefit of a person in the United States or a U.S. Person, or (ii) the Corporation, its Affiliates, and any person acting on any of their behalf (other than the Underwriters, their respective Affiliates (including the U.S. Affiliates), any selling group member or any person acting on any of their behalf, in respect of which no representation, warranty, covenant or agreement is made) reasonably believe that the purchaser is outside the United States and not a U.S. Person.

6. During the period in which the Units are offered for sale, none of it, any of its Affiliates, or any person acting on any of their behalf (other than the Underwriters, their respective Affiliates (including the U.S. Affiliates), any selling group member or any person acting on any of their behalf, in respect of which no representation, warranty, covenant or agreement is made) has

Schedule "A" – Underwriting Agreement

engaged in or will engage in any Directed Selling Efforts in the United States with respect to the Securities, or has taken or will take any action in violation of Regulation M under the U.S. Exchange Act or that would cause the exemption afforded by Rule 144A or Rule 506(b) of Regulation D to be unavailable for offers and sales of the Units to, or for the account or benefit of, persons in the United States and U.S. Persons, or the exclusion from registration afforded by Rule 903 of Regulation S to be unavailable for offers and sales of the Units outside the United States to non-U.S. Persons in accordance with the Underwriting Agreement to which this Schedule is attached, including this Schedule "A".

1. None of the Corporation, any of its Affiliates or any person acting on any of their behalf (other than the Underwriters, their respective Affiliates (including the U.S. Affiliates), any selling group member or any person acting on any of their behalf, in respect of which no representation, warranty, covenant or agreement is made) has offered or will offer to sell, or has solicited or will solicit offers to buy, the Units to, or for the account or benefit of, persons in the United States or U.S. Persons, by means of any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.

2. The Corporation has not, for a period of six months prior to the date hereof, 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 later of the Closing Date or the Over-Allotment Option 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 144A or Rule 506(b) of Regulation D to become unavailable with respect to, the offer and sale of the Securities to, or for the account or benefit of, persons in the United States or U.S. Persons as contemplated by the Underwriting Agreement, including this Schedule “A”.

3. None of the Corporation or any of its predecessors or affiliates has been subject to any order, judgment, or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failure to comply with Rule 503 of Regulation D.

4. None of the Corporation, any of its predecessors, any affiliated issuer, any director, executive officer, or any other officer of the Corporation participating in the Offering, any beneficial owner (as that term is defined in Rule 13d-3 under the U.S. Securities Act) of 20% or more of the Corporation's outstanding voting equity securities, calculated on the basis of voting power, and any promoter connected with the Corporation in any capacity (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) that, if contemplated by Rule 506(e), is described in the U.S. Private Placement Memorandum; (ii) the Corporation is not aware of any person other than the Underwriters, the U.S. Affiliates, or a selling group member (that makes in favor of the Corporation the representations of the Underwriters set forth in this Schedule "A"), that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the Offering. The Corporation will notify the Underwriters in writing, prior to the Closing Date or any Over-Allotment Option 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.

Schedule "A" – Underwriting Agreement

EXHIBIT A TO SCHEDULE A

UNDERWRITER'S CERTIFICATE

In connection with the private placement in the United States of the Units of Critical Elements Lithium Corporation (the " Corporation ") pursuant to the underwriting agreement, dated as of November [●], 2021, between the Corporation and the Underwriters named therein (the " Underwriting Agreement "), the undersigned does hereby certify as follows:

1. ● is, on the date hereof, and was at the time of each offer and sale of the Units made by it, a duly registered broker or dealer with the United States Securities and Exchange Commission, and under the laws of each state in which such offer or sale was made (unless exempted from the respective state’s broker-dealer registration requirements), and a member of and in good standing with the Financial Industry Regulatory Authority, Inc. (" FINRA ");

2. prior to the purchase of any Units, each such purchaser that was, or was acting for the account or benefit of, a person in the United States or a U.S. Person, was provided with a copy of the U.S. Private Placement Memorandum, and no other written material (other than the Preliminary U.S. Private Placement Memorandum), was used by us in connection with the offer and sale of the Units to, or for the account or benefit of, persons in the United States and U.S. Persons;

3. each offeree that was, or was acting for the account or benefit of, a person in the United States or a U.S. Person was provided with a copy of the Preliminary U.S. Private Placement Memorandum and/or U.S. Private Placement Memorandum, and immediately prior to transmitting the Preliminary U.S. Private Placement Memorandum or U.S. Private Placement Memorandum to offerees, we had reasonable grounds to believe and did believe that each offeree was a Qualified Institutional Buyer or a U.S. Accredited Investor, as applicable, and, on the date hereof, we continue to believe that each person purchasing Units that is, or is acting for the account or benefit of, a person in the United States or a U.S. Person, is a Qualified Institutional Buyer or a U.S. Accredited Investor, as applicable;

4. no form of General Solicitation or General Advertising was used by us in connection with the offer or sale of the Units to, or for the account or benefit of, persons in the United States and U.S. Persons;

5. all offers and sales of Units in the United States have been effected by ● in accordance with all applicable U.S. federal and state broker-dealer requirements and FINRA rules;

6. prior to any sale of the Units to, or for the account or benefit of, a person in the United States or a U.S. Person, we caused each such purchaser to execute (i) the U.S. Subscription Agreement for U.S. Accredited Investors in the form attached as Exhibit A to the U.S. Private Placement Memorandum, or (ii) the U.S. Purchaser Letter for Qualified Institutional Buyers in the form attached as Exhibit B to the U.S. Private Placement Memorandum;

7. neither we, nor our affiliates nor 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 Offering;

8. none of (i) the undersigned, (ii) the undersigned's general partners or managing members, (iii) any of the undersigned's directors, executive officers or other officers participating in the Offering, (iv) any of the undersigned's general partners' or managing members' directors, executive officers or other officers participating in the Offering or (v) any other person associated with any of the above persons that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the Offering (each, a " Underwriter Covered Person " and, collectively, the " Underwriter Covered Persons "), is subject to any of the "Bad Actor" disqualifications described in Rule 506(d)(1)(i) to (viii) of Regulation D (a " Disqualification

Exhibit "A" – Underwriting Agreement

Event "), except for a Disqualification Event (i) contemplated by Rule 506(d)(2) of Regulation D and (ii) a description of which has been furnished in writing to the Corporation prior to the date hereof and, if contemplated by Rule 506(e), included in the U.S. Private Placement Memorandum;

1. we are not aware of any person (other than any Underwriter Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the Offering; and

2. all offers and sales of the Units have been conducted by us in accordance with the terms of the Underwriting Agreement, including Schedule "A" thereto.

Terms used in this certificate have the meanings given to them in the Underwriting Agreement, including Schedule "A" thereto, unless otherwise defined herein.

DATED this __ day of _____, 20.

● ●

Per: Per: Authorized Signing Officer Authorized Signing Officer

Exhibit "A" – Underwriting Agreement