Eskay Mining Corp — Capital/Financing Update 2020

Dec 21, 2020

AGENCY AGREEMENT

December 11, 2020

Eskay Mining Corp. 22 Adelaide Street West Suite 3600 Toronto, Ontario M5H 4E3

Attention: Hugh M. (Mac) Balkam, Chief Executive Officer

Dear Sir:

Echelon Wealth Partners Inc. (“ Echelon an E ht a tal (to ether w th “ Echelon the “ Agents , as a ents an bookrunners, un erstan that Eskay M n n or . (the “ Company ro oses to ssue an sell: (i) Common Shares (as defined herein) of the Company to be issued on a flow-through basis (each, a “FT Share at a r ce o . er FT Share (“ FT Share Subscription Price or ross rocee s n the aggregate amount of up to $3,049,935; (ii) flow-throu h un ts o the om any (the “ FT Units at a r ce o .2 er FT Un t (the “ FT Unit Subscription Price or ross rocee s n the a re ate amount o up to $9,657,000, with each FT Unit comprised of one Common Share to be issued on a flow-through bas s (each an “ FT Unit Share an one-half of one Common Share purchase warrant of the Company to be issued on a flow-throu h bas s (each whole warrant, a “ FT Unit Warrant ; an ( un ts o the om any (the “ Units at a r ce o . er Un t (the “ Unit Subscription Price or ross rocee s n the aggregate amount of up to $1,092,690, with each Unit comprised of one Common Share to be issued on a non-flow-throu h bas s (each a “ Unit Share an one-half of one Common Share purchase warrant of the Company to be issued on a non-flow-through basis (each a “ Unit Warrant . Each FT Un t Warrant and each Unit Warrant entitles the holder thereof to purchase one Common Share (each a “ Warrant Share at a r ce o .3 er share or a er o o 24 months ollow n the los n Date (as defined herein). Each FT Unit Warrant and Unit Warrant shall be duly and validly created and issued pursuant to the terms and conditions of the Warrant Indenture (as defined herein). The description of the FT Unit Warrants and Unit Warrants herein is a summary only and is subject to the specific attributes and detailed provisions of the FT Unit Warrants and Unit Warrants to be set forth in the Warrant Indenture. In case of any inconsistency between the description of the FT Unit Warrants and the Unit Warrants in this Agreement and the terms of the FT Unit Warrants and Unit Warrants set forth in the Warrant Indenture, the provisions of the Warrant Indenture will govern.

The FT Shares, FT Un t Shares an FT Un t Warrants w ll each be ssue as “ low-throu h shares as defined in subsection 66(15) of the Tax Act (as defined herein), with each FT Share and FT Unit entitling the holder to a renunciation of Qualifying Expenditures (as defined herein). Any Warrant Shares issued upon the exercise of FT Unit Warrants (or Unit Warrants) will be issued on a non-flow-through basis.

The FT Share Offering, the FT Unit Offering and the Unit Offering (as each term is defined herein) described in this Agreement are hereinafter collectively referred to as the “ Offering .

The FT Shares, FT Units and Units will be offered to Purchasers (as defined herein) resident in the Selling Jurisdictions (as defined herein) on a private placement basis. In addition, the Units will be offered in certain jurisdictions outside Canada on a private placement basis pursuant to exemptions from the prospectus and registration requirements of applicable Securities Laws (as defined herein) and

equivalent requirements of securities laws applicable in those jurisdictions outside Canada where the Units may be offered for sale.

The Agents may arrange for the purchase of the Units in the United States (as defined herein), acting through their U.S. Affiliates (as defined herein), solely to U.S. Accredited Investors (as defined herein) or QIBs (as defined herein) in compliance w th the e em t on rom re strat on ro e by ule (b o e ulat on D un er the U.S. Secur t es ct (as e ne here n or such other e em t ons as are a ree to by the om any an the ents, an a l cable state securities laws, and in the manner contemplated by th s reement, nclu n n com l ance w th Sche ule “ hereto.

In consideration of the services to be rendered by the Agents in connection with the Offering, the Company shall, at the Closing Time, pay to the Agents the Commission (as defined herein) and issue to the Agents that number of Compensation Options (as defined herein) as set out in Section 0 of this Agreement. The obligation of the Company to pay the Commission shall arise at the Closing Time and the Commission shall be fully earned by the Agents upon the completion of the Offering. The Company agrees that the Agents shall be permitted to appoint, at their sole expense, other registered dealers or other dealers duly qualified in their respective jurisdictions, as their agents to assist in the Offering in the Selling Jurisdictions and that the Agents may determine the remuneration payable by the Agents to such other dealers appointed by them, provided that such remuneration shall not in any way increase the aggregate Commission payable to the Agents by the Company under this Agreement.

DEFINITIONS

In this Agreement, in addition to the terms defined above, the following terms shall have the following meanings:

“ Act means the Business Corporations Act (Ontario);

“ affiliate , “ associate , “ distribution , “ material change , “ material fact an misrepresentation have the respective meanings ascribed thereto in the Securities Act (Ontario) in effect on the date hereof;

“ Affiliates has the mean n ascr be thereto n the Securities Act (Ontario);

“ Agents has the mean n ascr be to such term on the ace a e o th s reement an “ Agent means either one of them;

“ Aggregate Subscription Price means the a re ate ross rocee s rom the sale and issue of the FT Shares, the FT Units and the Units;

“ Agreement means this agreement, being the agreement resulting from the acceptance by the Company of the offer made by the Agents hereby;

“ Applicable Laws means all a l cable laws, re ulations, policies, statutes, ordinances, by-laws, codes, orders, consents, decrees, judgements, decisions, rulings, awards, directives or guidelines of any Governmental Entity, including the terms and conditions of any Permits, including any judicial or administrative interpretations thereof;

“ B.C. Flow-through Mining Expenditure means an e ense wh ch w ll, once renounce to a Subscriber who is an individual (other than a trust or estate) or to a partnership of which such individual

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s a member, be a “B low-throu h m n n e en ture (as that term s e ne n subsect on 4.72 ( of the B.C. Tax Act) to such individual;

“ B.C. MFTS Tax Credit means the B. . m n n low throu h share ta cre t un er subsect on 4.721(3) of the B.C. Tax Act;

“ B.C. Tax Act means the Income Ta ct (Br t sh olumb a ;

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

“ Canadian Exploration Expense or “ CEE means an e ense escr be n ara ra h ( o the e n t on o “ ana an e lorat on e ense n subsect on . ( o the Ta ct, or that woul be escr be n ara ra h (h o that e n t on the re erences there n to “ aragraph (a) to (d) and (f) to ( .4 were a re erence to “ ara ra h ( , other than amounts wh ch are ( rescr be to be “ ana an e lorat on an e elo ment o erhea e ense or the ur oses o ara ra h ( 2. (b o the Ta Act, (ii) Canadian exploration expenses to the extent of the amount of any assistance described in paragraph 66(12.6)(a) of the Tax Act, (iii) the cost of acquiring or obtaining the use of seismic data described in paragraph 66(12.6)(b.1) of the Tax Act, or (iv) any expenses for prepaid services or rent that o not qual y as outlays an e enses or the er o as escr be n the e n t on o the term “e ense in paragraph 66(15) of the Tax Act;

“ Closing means the com let on o the urchase an sale o the FT Shares, FT Un ts and Units as contemplated by this Agreement and the Subscription Agreements;

“ Closing Date means the ay on wh ch the los n shall occur, be n December 11, 2020, or such other date as Echelon and the Company may determine;

“ Closing Time means : a.m. (Toronto time) on the Closing Date or such other time on the Closing Date as the Company and the Agents may determine;

“ Commission has the mean n ascr be to such term n Sect on 9 hereof;

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

“ Company has the meaning ascribed to such term on the face page of this Agreement;

“ Compensation Option Certificates means the cert cates re resent n the Compensation Options issued by the Company to the Agents on the Closing Date;

“ Compensation Option Shares has the mean n ascr be to such term n Sect on 9 hereof;

“ Compensation Option Warrants has the mean n ascr be to such term n Sect on 9 hereof;

“ Compensation Option Warrant Shares has the mean n ascr be to such term in Section 9 hereof;

“ Compensation Options has the mean n ascr be to such term n Sect on 9 hereof;

“ Corey Property means the property which covers approximately 15,125.5 hectares of land comprising 50 mining claims located in the Skeena Mining Division, British Columbia.

“ CDS means CDS Clearing and Depository Services Inc.;

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“ CRA means the ana a e enue ency;

“ COVID-19 Outbreak has the meaning ascribed to such term in Section 4(s) hereof;

“ Debt Instrument means any note, loan, bond, debenture, indenture, promissory note or other instrument evidencing indebtedness (demand or otherwise) for borrowed money or other liability to which the Company is a party or otherwise bound and which is material to the Company;

“ Environmental Laws means all l cable Laws relating to the protection of health or the environment resulting from the exploration, mining, operation, reclamation or restoration of the Material Properties, including but not limited to the following: abatement of pollution; protection of the environment; protection of wildlife, ensuring public safety from environmental hazards; management, storage or control of hazardous materials and substances; releases or threatened releases of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances as wastes into the environment, including ambient air, surface water and groundwater;

“ Expiry Date means the ate that s 24 months rom the ate o ssuance o the a l cable, FT Un t Warrants and Unit Warrants;

“ Financial Statements has the meaning ascribed to such term in Section 4(cc) hereof;

“ Flow-Through Mining Expenditure means an e ense wh ch qual es, once renounce by the Company to a FT Share Purchaser and an FT Unit Purchaser, respectively, who is an individual (other than a trust or estate , as a “ low-through mining e en ture , as e ne n subsect on 27( o the Ta Act, of the FT Share Purchaser or the FT Unit Purchaser, as the case may be, or, where the FT Share Purchaser or the FT Unit Purchaser is a partnership, of the members of the FT Share Purchaser or the FT Unit Purchaser who are individuals (other than a trust or estate) to the extent of their respective shares of the expense so renounced, as applicable;

“ FT Share Offering means the offering by the Company of the FT Shares at the FT Share Subscription Price which are be n o ere an sol by the om any throu h the ents, on a “best e orts brokere private placement basis pursuant to the terms of this Agreement;

“ FT Shares has the meaning ascribed to such term on the face page of this Agreement;

“ FT Share Commitment Amount means an aggregate amount equal to the product of the FT Share Subscription Price multiplied by the number of FT Shares subscribed and paid for pursuant to the FT Share Subscription Agreement;

“ FT Share Purchasers means the Persons who are purchasers in the Selling Jurisdictions in Canada who, as purchasers or beneficial purchasers, acquire the FT Shares by duly completing, executing and delivering the FT Share Subscription Agreements and any other required documentation;

“ FT Share Subscription Agreements means, the subscr t on an renunc at on a reements n res ect of the FT Shares, in the form agreed upon by the Agents and the Company pursuant to which FT Share Purchasers agree to subscribe for and purchase FT Shares pursuant to the FT Share Offering as herein contemplated and shall include, for greater certainty, all schedules thereto;

“ FT Share Subscription Price has the mean n ascr be to such term on the ace a e o th s Agreement;

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“ FT Units has the mean n ascr be to such term on the ace a e o th s reement ;

“ FT Unit Commitment Amount means an aggregate amount equal to the product of the FT Unit Subscription Price multiplied by the number of FT Units subscribed and paid for pursuant to the FT Unit Subscription Agreement of which $1.225 shall be allocated in respect of the FT Unit Share and $0.025 shall be allocated in respect of the one-half of one FT Unit Warrant to reflect the allocation of the FT Unit Subscription Price between the FT Unit Share and one-half of one FT Unit Warrant comprising each FT Unit;

“ FT Unit Offering means the offering by the Company of the FT Units at the FT Unit Subscription Price which are be n o ere an sol by the om any throu h the ents, on a “best e orts brokere private placement basis pursuant to the terms of this Agreement;

“ FT Unit Purchasers means the Persons who are purchasers in the Selling Jurisdictions in Canada who, as purchasers or beneficial purchasers, acquire the FT Units by duly completing, executing and delivering the FT Unit Subscription Agreements and any other required documentation;

“ FT Unit Shares has the mean n ascr be to such term on the ace a e o th s reement;

“ FT Unit Subscription Agreements means, the subscr t on an renunc ation agreements in respect of the FT Units, in the form agreed upon by the Agents and the Company pursuant to which FT Unit Purchasers agree to subscribe for and purchase FT Units pursuant to the FT Unit Offering as herein contemplated and shall include, for greater certainty, all schedules thereto;

“ FT Unit Subscription Price has the mean n ascr be to such term on the ace a e o th s reement;

“ FT Unit Warrant has the meaning ascribed to such term on the face page of this Agreement;

“ General Solicitation or General Advertising means “ general solicitation or “ general advertising , as used in Rule 502(c) of Regulation D under the U.S. Securities Act, including any advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the Internet or broadcast over radio, television, or the Internet or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;

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

“ Governmental Entity means any: ( mult nat onal, e eral, ro nc al, terr tor al, state, re onal, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign; (ii) subdivision, agent, commission, board, or authority of any of the foregoing; or (iii) quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under, or for the account of, any of the foregoing;

“ including means nclu n w thout l m tat on;

“ Indemnified Person has the mean n ascr be to such term n Sect on 2(a)(xxiv) hereof;

“ Leased Premises means the rem ses wh ch are mater al to the om any an wh ch the om any

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occupies as a tenant;

“ Material Adverse Effect means any mater ally a erse chan e n or e ect on the bus ness, assets or properties, affairs, liabilities (contingent or otherwise), results of operations, capital or condition (financial or otherwise) or prospects of the Company;

“ Material Agreement means any mater al contract, comm tment, a reement (wr tten or oral , instrument, lease or other document (including joint venture agreements), including licence agreements and agreements relating to intellectual property, to which the Company is a party or otherwise bound and which is material to the Company;

“ Material Properties means the SIB Pro erty an the orey Pro erty;

“ Money Laundering Laws has the mean n ascr be to such term n Sect on 4(rr) hereof;

“ NI 43-101 means Nat onal Instrument 43-101 – Standards of Disclosure for Mineral Projects

“ NI 45-106 means Nat onal Instrument 4 -106 – Prospectus Exemptions ;

“ Offered Securities means, collect ely, the FT Shares, the FT Un ts an the Un ts;

“ Offering has the meaning ascribed to such term on the face page of this Agreement;

“ Permit means any mater al re ulatory a ro al, l cence, erm t, a ro al, consent, cert cate, registration, filing or other authorization of or issued by any Governmental Entity under Applicable Laws, including Environmental Laws;

“ Person nclu es any individual (whether acting as an executor, trustee administrator, legal representative or otherwise), corporation, firm, partnership, sole proprietorship, syndicate, joint venture, trustee, trust, unincorporated organization or association, and pronouns have a similar extended meaning;

“ Prescribed Forms means the orms rescr be rom t me to t me un er subsect on ( 2.7 o the Ta Act hereof and filed or to be filed by the Company within the prescribed time renouncing to the FT Share Purchaser and FT Unit Purchaser the Qualifying Expenditures incurred pursuant to the FT Share Subscription Agreements and the FT Unit Subscription Agreements and all parts or copies of such forms required by the CRA when applicable, to be delivered to the FT Share Purchasers and FT Unit Purchasers, respectively;

“ Principal Business Corporation means a “ r nc al-bus ness cor orat on as e ne n subsect on 66(15) of the Tax Act;

“ Public Disclosure Documents means, collect ely, all o the ocuments wh ch ha e been led by or on behalf of the Company prior to the Closing Time with the relevant Securities Regulators pursuant to the requirements of Securities Laws, including all documents filed on SEDAR at www.sedar.com;

“ Purchasers means collectively the FT Share Purchasers, the FT Unit Purchasers and the Unit Purchasers;

“ Qualifying Expenditure means an e ense wh ch s a EE wh ch qual es as a Flow-Through Mining Expenditure and as a B.C. Flow-through Mining Expenditure incurred on or after the Closing Date and on or before the Termination Date, which may be renounced by the Company pursuant to subsection

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66(12.6) of the Tax Act, in conjunction with subsection 66(12.66) of the Tax Act, as necessary, with an effective date not later than December 31, 2020 and in respect of which, but for the renunciation, the Company would be entitled to a deduction from income for income tax purposes, and, once renounced, shall qualify as a Flow-Through Mining Expenditure and a B.C. Flow-through Mining Expenditure;

“ QIB means a “qual e nst tut onal buyer as such term s e ne n ule 44 un er the U.S. Securities Act;

“ Regulation D means e ulat on D un er the U.S. Secur t es ct;

“ Regulation S means e ulat on S un er the U.S. Secur t es ct;

“ Securities means, collect ely, the FT Shares, FT Un ts, Units, FT Unit Shares, Unit Shares, FT Unit Warrants, Unit Warrants, Warrant Shares, Compensation Options, Compensation Option Shares, Compensation Option Warrants, and Compensation Option Warrant Shares;

“ Securities Laws means all a l cable secur t es laws n each o the Sell n Jur s ct ons an 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 regulatory authorities in such provinces and all rules and policies of the TSXV;

“ Securities Regulators means, collect ely, the securities regulators or other securities regulatory authorities in the Selling Jurisdictions;

“ Selling Jurisdictions means the ro nces o ana a, the Un te States an such other jur s ct ons outside of Canada and the United States as agreed to by the Agents and the Company in which Securities are sold pursuant to the Offering;

“ SIB Property means the ro erty wh ch co ers a ro mately 4 ,337. hectares o lan com r s n 43 m n n claims located in the Skeena and Liard Mining Divisions, British Columbia;

“ Subscription Agreements means, collectively, the FT Share Subscription Agreements, FT Unit Subscription Agreements and the Unit Subscription Agreements;

“ subsidiary has the mean n ascr be there to n the Act;

“ Tax Act means the Income Tax Act (Canada) and the regulations thereunder as amended from time to time;

“ Taxes has the meaning ascribed to such term in Section 4(oo) hereof;

“ Termination Date means December 3 , 2 2 ;

“ Title Opinion has the mean n ascr be to such term n Sect on 4(d) hereof;

“ to the knowledge of the Company means the actual knowle e o the current rectors an e ecut e officers of the Company, after reasonable enquiry;

“ Transaction Documents means collectively, this Agreement, the Subscription Agreements, the Warrant Indenture, and the Compensation Option Certificates;

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“ Transfer Agent means om utershare In estor Ser ces Inc. n ts ca ac ty as trans er a ent an registrar of the Company at its principal office in Toronto, Ontario;

“ TSXV means the TSX Venture Exchange;

“ Units has the mean n ascr be to such term on the ace a e o th s reement;

“ Unit Offering means the offering by the Company of the Units at the Unit Subscription Price which are be n o ere an sol by the om any throu h the ents, on a “best e orts brokere r ate placement basis pursuant to the terms of this Agreement;

“ Unit Purchasers means the Persons who are purchasers in the Selling Jurisdictions who, as purchasers or beneficial purchasers, acquire the Units by duly completing, executing and delivering the Subscription Agreements and any other required documentation;

“ Unit Subscription Agreements means the subscr t on a reements n res ect o the Un ts, n the orm agreed upon by the Agents and the Company pursuant to which Purchasers agree to subscribe for and purchase Units, as applicable pursuant to the Unit Offering as herein contemplated and shall include, for greater certainty, all schedules thereto;

“ Unit Subscription Price has the mean n ascr be to such term on the ace a e o th s reement;

“ Unit Shares has the mean n ascr be to such term on the ace a e o th s reement;

“ Unit Warrant has the mean n ascr be to such term on the ace a e o th s reement;

“ United States an “ U.S. means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

“ U.S. Affiliate means the ents’ U.S. lacement a ents, re stere w th the Un te States Secur t es and Exchange Commission and applicable state commissions or regulatory authorities, and in good standing with the Financial Industry Regulatory Authority, Inc., through which the Agents may offer the Units in the United States, and to or for the benefit of U.S. Persons or persons in the United States;

“ U.S. person means “U.S. Person as e ne n ule 2(k o e ulat on S;

“ U.S. Accredited Investors means those “accre te n estors w th n the e n t on o ule (a o Regulation D adopted pursuant to the U.S. Securities Act;

“ U.S. Securities Act means the United States Securities Act of 1933 , as amended, and the rules and regulations promulgated thereun er;

“ Warrant Indenture means, the warrant n enture ate the los n Date between om utershare Trust Company of Canada, as warrant agent, and the Company pursuant to which the FT Unit Warrants, the Unit Warrants and the Compensation Option Warrants will be issued and providing for the definitive terms of the FT Unit Warrants, the Unit Warrants and the Compensation Option Warrants; and

“ Warrant Shares has the mean n ascr be to such term on the ace a e o th s reement.

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TERMS AND CONDITIONS

1. (a) Sale on Exempt Basis. Upon and subject to the terms and conditions set forth herein, the Agents hereby agree to act, and upon acceptance hereof, the Company hereby appoints the Agents, as the om any’s e clus e a ents, to o er or sale by way o r ate lacement on a “best e orts bas s, without underwriter liability, the Offered Securities to be issued and sold pursuant to the Offering and the Agents agree to arrange for purchasers of the Offered Securities in the Selling Jurisdictions. The Agents shall arrange for the purchase of the Offered Securities pursuant to the Offering in the Selling Jurisdictions in accordance with the terms of this Agreement, in such a manner so as not to require registration thereof or filing of a prospectus, registration statement or similar disclosure document or imposing on the Company any additional continuous reporting obligations under any applicable Securities Laws, all in compliance with such applicable Securities Laws on a private placement basis.

(b) Filings. The Company agrees to comply with Securities Laws on a timely basis in connection with the Offering and undertakes to file, or cause to be filed, within the periods stipulated under Securities Laws, all forms or undertakings required to be filed by the Company in connection with the issue and sale of the Offered Securities so that the distribution of the Offered Securities may lawfully occur without the necessity of filing or delivering (as applicable) a prospectus, a registration statement or similar disclosure document in the Selling Jurisdictions, and the Agents undertake to use its commercially reasonable best efforts to cause the Purchasers to complete any forms required by Securities Laws. All fees payable in connection with such filings shall be at the expense of the Company.

(c) No Offering Memorandum, General Solicitation or Advertising. Neither the Company nor the Agents shall: (i) provide to prospective purchasers of the Offered Securities any document or other material that would constitute an offering memorandum or future oriented financial information within the meaning of Securities Laws; or (ii) engage in any form of General Solicitation or General Advertising in connection with the offer and sale of the Offered Securities.

(d) Legends – Securities Laws. The FT Shares, FT Unit Shares, Unit Shares, FT Unit Warrants, Unit Warrants and Compensation Options (and the Warrant Shares, the Compensation Option Shares, the Compensation Option Warrants and the Compensation Option Warrant Shares, if issued prior to the date that is four months and one day following the Closing Date) shall have attached to them, whether through the electronic deposit system of CDS, an ownership statement issued under a direct registration system or other electronic book-entry system, or on certificates that may be issued, as applicable, any legends as may be prescribed by CDS in addition to a legend substantially in the following form:

“UNLESS PE MITTED UNDE SE U ITIES LEGISL TION, THE HOLDE OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS FOUR MONTHS AND ONE DAY FOLLOWING THE CLOSING DATE] .

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

“WITHOUT P IO W ITTEN PP OV L OF THE TSX VENTU E EX H NGE ND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [INSERT THE DATE THAT IS FOUR MONTHS AND ONE DAY FOLLOWING THE CLOSING DATE] .

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In addition, the Securities may be evidenced by an entry nto the om any’s le er or by cert cates. The issuances of the Units, Unit Warrants and Compensation Options (and the Warrant Shares, the Compensation Option Shares, the Compensation Option Warrants and the Compensation Option Warrant Shares, if issue e ence by the om any’s le er or by the cert cates shall, ssue to a U.S. Accredited Investor, have a notation evidencing that such securities are restricted in accordance with the following legend:

“THE SECURITIES REPRESENTED HEREBY [AND ISSU BLE UPON EXE ISE HE EOF H VE NOT BEEN ND WILL NOT BE EGISTE ED UNDE THE U.S. SE U ITIES T O UNDE N ST TE SE U ITIES L WS. THE HOLDE HE EOF, B PU H SING SU H SE U ITIES, G EES FO THE BENEFIT OF ES MINING O P. (THE “CORPORATION TH T SU H SE U ITIES M BE OFFE ED, SOLD, PLEDGED O OTHE WISE T NSFE ED, DI E TL O INDI E TL , ONL ( TO THE O PO TION, (B OUTSIDE THE UNITED ST TES IN O D N E WITH ULE 4 OF EGUL TION S UNDER THE U.S. SECURITIES ACT AND IN ACCORDAN E WITH PPLI BLE LO L L WS ND EGUL TIONS, ( PU SU NT TO THE EXEMPTIONS F OM EGIST TION UNDE THE U.S. SE U ITIES T P OVIDED B (I ULE 44 THE EUNDE , IF V IL BLE, O (II) RULE 144A THEREUNDER, IF AVAILABLE, OR (D) PURSUANT TO ANOTHER EXEMPTION F OM EGIST TION UNDE THE U.S. SE U ITIES T, IN E H SE, IN OMPLI N E WITH N PPLI BLE ST TE SE U ITIES L WS ND THE HOLDE H S, P IO TO SU H S LE, UNDE ( O (D BOVE, FU NISHED TO THE O PO TION N OPINION OF COUNSEL OF RECOGNIZED ST NDING O OTHE EVIDEN E OF EXEMPTION, IN EITHE SE IN FO M ND SUBST N E E SON BL S TISF TO TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. ;

The certificates representing the Unit Warrants and the Compensation Options (and the Compensation Option Warrants, if issued) and all securities issued in exchange therefor or in substitution thereof, will bear, until such time as it is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, if issued to a U.S. Accredited Investor, legends in substantially the following form:

“THIS W NT ND THE SE U ITIES ISSU BLE UPON EXE ISE HE EOF H VE NOT BEEN ND WILL NOT BE EGISTE ED UNDE THE UNITED ST TES SE U ITIES T OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT . THIS W NT M NOT BE EXERCISED IN THE UNITED STATES OR BY O ON BEH LF OF U.S. PE SON O PE SON IN THE UNITED ST TES UNLESS THIS W NT ND SH ES ISSU BLE UPON EXE ISE OF THIS W NT H VE BEEN EGISTE ED UNDE THE U.S. SE U ITIES T ND THE PPLI BLE SE U ITIES LEGISL TION OF N SU H ST TE O EXEMPTIONS F OM SU H EGIST TION E UI EMENTS E V IL BLE. UNITED STATES" AND “U.S. PERSON E S DEFINED B EGUL TION S UNDE THE U.S. SECURITIES ACT.

THE SE U ITIES EP ESENTED HE EB ND ISSU BLE UPON EXE ISE HE EOF HAVE NOT BEEN AND WILL NOT BE REGISTE ED UNDE THE U.S. SE U ITIES T O UNDE N ST TE SE U ITIES L WS. THE HOLDE HE EOF, B PU H SING SU H SE U ITIES, G EES FO THE BENEFIT OF ES MINING O P. (THE “ O PO TION TH T SU H SE U ITIES M BE OFFE ED, SOLD, PLEDGED O OTHERWISE T NSFE ED, DI E TL O INDI E TL , ONL ( TO THE O PO TION, (B OUTSIDE THE UNITED ST TES IN O D N E WITH ULE 4 OF EGUL TION S UNDE THE U.S. SE U ITIES T ND IN O D N E WITH PPLI BLE LO L L WS AND REGULATIONS, (C) PURSUANT TO THE EXEMPTIONS F OM EGIST TION UNDE THE U.S. SE U ITIES T P OVIDED B (I ULE 44 THE EUNDE , IF V IL BLE, O (II ULE 44 THE EUNDE , IF V IL BLE, O

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(D PU SU NT TO NOTHE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT, IN EACH C SE, IN OMPLI N E WITH N PPLI BLE ST TE SE U ITIES L WS ND THE HOLDE H S, P IO TO SU H S LE, UNDE ( O (D BOVE, FU NISHED TO THE O PO TION N OPINION OF OUNSEL OF E OGNI ED ST NDING O OTHE EVIDEN E OF EXEMPTION, IN EITHER CASE IN FORM ND SUBST N E E SON BL S TISF TO TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.

2. (a) Covenants. The Company hereby covenants to the Agents, the U.S. Affiliate, and to the Purchasers, and their permitted assigns, and acknowledges that each of them is relying on such covenants in connection with the purchase of the Offered Securities, as follows:

• (i) Exempt Offering . The Company will fulfill all legal requirements to permit the creation, issue, offering and sale, as applicable, of the Securities in compliance with the Securities Laws, to enable the Securities to be offered for sale and sold to the Purchasers, without the necessity of filing a prospectus, a registration statement or an offering memorandum under the applicable Securities Laws, to Purchasers through investment dealers or brokers registered under the applicable securities legislation of the Selling Jurisdiction who have complied with the relevant provisions of such laws.

• (ii) Due Diligence . The Company will allow the Agents and their representatives the opportunity to conduct all due diligence which the Agents may reasonably require to be conducted prior to the Closing Date.

• (iii) Delivery of Transaction Documents . The Company will duly execute and deliver this Agreement, the Subscription Agreements, the Warrant Indenture, and the Compensation Option Certificates at the Closing Time, and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Company.

• (iv) Maintain Reporting Issuer Status . The Company will use its reasonable commercial e orts to ma nta n ts status as a “re ort n ssuer (or the equ alent thereo not n default of the requirements of the Securities Laws in each of the provinces of Canada in wh ch the om any s a “re ort n ssuer as at the ate hereo , unt l the ate that s 24 months following the Closing Date, provided that this covenant shall not prevent the Company from completing any transaction which would result in the Company ceasing to be a “re ort n ssuer so lon as the hol ers o ommon Shares rece e secur t es o an entity which is listed on a stock exchange in Canada or the United States, or cash, or the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate laws and the policies of the TSXV.

• (v) Maintain Stock Exchange Listing . The Company will use its reasonable commercial efforts to maintain the listing of the Common Shares for trading on the TSXV for a period of 24 months following the Closing Date, provided that this covenant shall not prevent the Company from (i) completing any transaction which would result in the Common Shares ceasing to be listed so long as the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada or the United States, or cash, or the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate laws and the policies of the TSXV or (ii) graduating to the Toronto Stock Exchange. The Company will ensure that the FT Unit Shares, Unit Shares, the Warrant Shares, the Compensation Option Shares,

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and the Compensation Option Warrant Shares are conditionally approved for listing and trading on the TSXV on or prior to the Closing Date.

• (vi) Validly Issued FT Shares . The Company will ensure that the FT Shares, when paid for, shall be duly issued as fully paid and non-assessable Common Shares, and shall have the attributes corresponding to the description thereof set forth in this Agreement and the FT Share Subscription Agreements.

• (vii) Validly Issued FT Unit Shares . The Company will ensure that the FT Unit Shares, when paid for, shall be duly issued as fully paid and non-assessable Common Shares, and shall have the attributes corresponding to the description thereof set forth in this Agreement and the FT Unit Subscription Agreements.

• (viii) Validly Issued Unit Shares . The Company will ensure that the Unit Shares, when paid for, shall be duly issued as fully paid and non-assessable Common Shares, and shall have the attributes corresponding to the description thereof set forth in this Agreement and the Unit Subscription Agreements.

• (ix) Validly Issued FT Unit Warrants . The Company will ensure that the FT Unit Warrants, when paid for, shall be duly and validly created, authorized and issued and shall have the attributes corresponding to the description thereof set forth in this Agreement and the Warrant Indenture.

• (x) Validly Issued Warrants . The Company will ensure that the Unit Warrants, when paid for, shall be duly and validly created, authorized and issued and shall have the attributes corresponding to the description thereof set forth in this Agreement and the Warrant Indenture.

• (xi) Validly Issued Warrant Shares . The Company will ensure that at all times prior to the Expiry Date, sufficient Warrant Shares are allotted for issuance upon the due and proper exercise of the FT Unit Warrants and the Unit Warrants, respectively. The Warrant Shares, upon issuance in accordance with the terms of the Warrant Indenture and when paid for, shall be duly issued as fully paid and non-assessable Common Shares and shall have the attributes corresponding to the description thereof set forth in this Agreement and the Warrant Indenture.

• (xii) Validly Issued Compensation Options . The Company will ensure that the Compensation Options shall be duly and validly created, authorized and issued and shall have the attributes corresponding to the description thereof set forth in this Agreement and the Compensation Option Certificates.

• (xiii) Validly Issued Compensation Option Warrants . The Company will ensure that the Compensation Option Warrants shall be duly and validly created, authorized and issued and shall have the attributes corresponding to the description thereof set forth in this Agreement and the Compensation Option Certificates.

• (xiv) Validly Issued Compensation Option Shares . The Company will ensure that at all times prior to the expiry of the Compensation Options, sufficient Compensation Option Shares are allotted for issuance upon the due and proper exercise of the Compensation Options. The Compensation Option Shares, upon issuance in accordance with the terms of the Compensation Option Certificates, and when paid for, shall be duly issued as fully paid

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and non-assessable Common Shares and shall have the attributes corresponding to the description thereof set forth in this Agreement and the Compensation Option Certificates.

• (xv) Validly Issued Compensation Option Warrant Shares . The Company will ensure that at all times prior to expiry of the Compensation Option Warrants, sufficient Compensation Option Warrant Shares are allotted for issuance upon the due and proper exercise of the Compensation Option Warrants. The Compensation Option Warrant Shares, upon issuance in accordance with the terms of the Warrant Indenture, and when paid for, shall be duly issued as fully paid and non-assessable Common Shares and shall have the attributes corresponding to the description thereof set forth in this Agreement and the Warrant Indenture.

• (xvi) Consents and Approvals . The Company will have made or obtained, as applicable, at or prior to the Closing Time, all consents, approvals, permits, authorizations or filings as required to be made or obtained by the Company under Securities Laws, including the conditional approval for the Offering by the TSXV, necessary for the consummation of the transactions contemplated herein, other than customary post-closing filings required to be submitted within the applicable time frame pursuant to Securities Laws and the rules of the TSXV.

• (xvii) Regulatory Filings . The Company will execute and file with the Securities Regulators and the TSXV all forms, notices and certificates required to be filed by the Company in connection with the Offering pursuant to Securities Laws and the policies of the TSXV in the time required by Securities Laws and the policies of the TSXV, including, for greater certainty, Form 45-106F1 of NI 45-106 and any other forms, notices and certificates set forth in the opinions delivered to the Agents pursuant to the closing conditions set forth in Section 7 hereof.

• (xviii) Standstill. The Company shall not issue or announce the issue of any Common Shares or any securities convertible into or exchangeable for or exercisable to acquire Common Shares during a period commencing on the date hereof and for a period of 120 days following the Closing Date, without the written consent of Echelon (on behalf of the Agents), such consent not to be unreasonably withheld or delayed, other than: (i) in connection with the Offering; (ii) pursuant to the grant or exercise of stock options and other similar issuances pursuant to the existing option and incentive plans of the Company; (iii) pursuant to the exercise of warrants of the Company outstanding as at the date hereof; (iv) in connection with bona fide asset or share acquisitions by the Company in the normal course of business; and (vi) a private placement offering of Common Shares of the Company at an issue price great than $1.25 per Common Share.

• (xix) Lock-Up Agreements . The om any shall use ts commerc ally reasonable e orts to cause ts e ecut e o cers an rectors, to enter nto lock-u a reements ( n a orm sat s actory to the ents, act n reasonably ursuant to wh ch each such erson a rees not to, rectly or n rectly, or a er o commenc n on the los n Date and ending 120 days following the los n Date, o er, sell, contract to sell, len , swa , or enter nto any other a reement to trans er the econom c consequences o , or otherw se s ose o or eal w th, or ubl cly announce any ntent on to o er, sell, contract to sell, grant or sell any o t on to urchase, hy othecate, le e, trans er, ass n, urchase any o t on or contract to sell, len , swa or enter nto any a reement to trans er the econom c consequences o , or otherw se s ose o or eal w th, whether throu h the facilities o a stock e chan e, by r ate lacement or otherw se, any ommon Shares o the om any

• 13 -

or other secur t es o the om any con ert ble nto, e chan eable or or exercisable to acquire, Common Shares, directly or indirectly, unless (i) such person first obtains the prior written consent of Echelon (on behalf of the the ents , such consent not to be unreasonably w thhel or elaye , or ( there occurs a take-o er b , arran ement or s m lar transact on n ol n the acqu s t on o the om any.

• (xx) Use of Proceeds . The Company shall use the net proceeds from the sale of the Offered Securities to fund the exploration and development of the Material Properties, as well as for general corporate and working capital purposes, and shall use the FT Share Commitment Amount and the FT Unit Commitment Amount to fund directly or indirectly Qualifying Expenditures on the Material Properties. As of the date hereof, the Company does not intend to spend any of the proceeds of the Offering on or in connection with any properties of the Company other than the Material Properties.

• (xxi) Renunciation of Qualifying Expenditures . The Company agrees to incur (or be deemed to have incurred) Qualifying Expenditures in British Columbia in an aggregate amount equal to the FT Share Commitment Amount and the FT Unit Commitment Amount on or after the Closing Date and on or before the Termination Date in accordance with this Agreement, the FT Share Subscription Agreements and the FT Unit Subscription Agreements and agrees to renounce to the FT Share Purchasers and the FT Unit Purchasers, as applicable, with an effective date no later than December 31, 2020, pursuant to subsection 66(12.6) of the Tax Act, and in respect of Qualifying Expenditures incurred by the Company in 2020, in conjunction with subsection 66(12.66) of the Tax Act, Qualifying Expenditures incurred (or deemed to be incurred) by the Company on or after the Closing Date and on or before the Termination Date, in an aggregate amount equal to the FT Share Commitment Amount and the FT Unit Commitment Amount, as the case may be. For greater certainty, the Company shall first renounce to the FT Unit Purchasers Qualifying Expenditures in an amount equal to the FT Unit Commitment Amount allocated in respect of the FT Unit Warrants and thereafter any Qualifying Expenditures incurred by the Company, up to an amount equal to the Ft Unit Commitment Amount allocated in respect of the FT Unit Shares shall be renounced to FT Unit Purchasers in respect of the FT Unit Shares.

• (xxii) No Reduction to Renunciation . Unless required to do so pursuant to subsection 66(12.73) of the Tax Act, the Company shall not reduce the amount renounced to the FT Share Purchasers and the FT Unit Purchasers, pursuant to subsection 66(12.6) or 66(12.66) of the Tax Act. If the Company receives, or becomes entitled to receive, or may reasonably be e ecte to rece e, any ass stance wh ch s escr be n the e n t on o “ass stance in subsection 66(15) of the Tax Act and the receipt of or entitlement or reasonable expectation to receive such assistance has or will have the effect of reducing the amount of Qualifying Expenditures validly renounced to the FT Share Purchasers and the FT Unit Purchasers, the Company will incur (or be deemed to have incurred) additional Qualifying Expenditures using funds from sources other than the FT Share Commitment Amount and the FT Unit Commitment Amount in an amount equal to such assistance, such that the aggregate Qualifying Expenditures renounced to the applicable FT Share Purchasers and FT Unit Purchasers effective no later than December 31, 2020 pursuant to the terms of this Agreement, the FT Share Subscription Agreements, and the FT Unit Subscription Agreements will not be less than nor exceed the FT Share Commitment Amount and the FT Unit Commitment Amount, as the case may be.

• 14 -

• (xxiii) No Impairment to Renounce . The Company shall not be subject to the provisions of subsection 66(12.67) of the Tax Act in a manner which impairs its ability to renounce Qualifying Expenditures to the FT Share Purchasers and the FT Unit Purchasers in an amount equal to the FT Share Commitment Amount and the FT Unit Commitment Amount, respectively, and shall notify each of the FT Share Purchasers and the FT Unit Purchasers in the event that it becomes aware of or is informed of an issue in relation to its ability to claim such Qualifying Expenditures.

• (xxiv) Indemnification . If the Company does not renounce to the FT Share Purchasers and the FT Unit Purchasers effective on or before December 31, 2020, Qualifying Expenditures equal to the FT Share Commitment Amount and the FT Unit Commitment Amount, respectively, the Company shall indemnify and hold harmless the FT Share Purchasers and the FT Unit Purchasers and each of the partners thereof if the FT Share Purchasers and FT Unit Purchasers are a partnership or a limited partnership (for the purposes of this ara ra h each an “ Indemnified Person as to, an ay to the In emn e Person on or before the 20[th] Business Day following the date the amount is determined, an amount equal to the amount of any tax (within the meaning of subparagraph (c) of the definition o “e clu e obl at on at subsect on 2 2. ( o the re ulat ons to the Ta ct payable under the Tax Act (and under the corresponding provincial legislation) by any Indemnified Person as a consequence of such failure. In the event that the amount renounced by the Company to the FT Share Purchasers or the FT Unit Purchasers is reduced pursuant to subsection 66(12.73) of the Tax Act, the Company shall indemnify and hold harmless each Indemnified Person as to, and pay to the Indemnified Person on or before the 20[th] Business Day following the date the amount is determined, an amount equal to the amount of any tax (within the meaning of subparagraph (c) of the definition o “e clu e obl at on at subsect on 2 2. ( o the re ulat ons to the Ta ct payable under the Tax Act (and under the corresponding provincial legislation) by the Indemnified Person as a consequence of such reduction. This indemnity is in addition to and not in derogation of any other recourse, rights or remedies the FT Share Purchasers and the FT Unit Purchasers may have against the Company. For certainty, the foregoing indemnity shall have no force or effect and the FT Share Purchasers and the FT Unit Purchasers shall not have any recourse or rights of action to the extent that such indemnity would otherwise cause the FT Shares, FT Unit Shares or FT Unit Warrants to be “ rescr be shares or “ rescr be r hts w th n the mean n o sect on 2 2. o the regulations to the Tax Act.

• (xxv) CRA Filings . The Company shall file with the CRA, within the time prescribed by subsection 66(12.68) of the Tax Act, the forms prescribed for the purposes of such legislation together with copies of the FT Share Subscription Agreements and the FT Un t Subscr t on reements, or any “sell n nstrument contem late by such legislation and shall forthwith following such filing provide to the FT Share Purchasers and FT Unit Purchasers, as the case may be, a copy of such form certified by an officer of the Company. The Company shall timely file with the CRA and with any applicable provincial tax authority any return required to be filed under Part XII.6 of the Tax Act (or any corresponding provision of applicable provincial law) in respect of the particular year, and will pay any tax or other amount owing in respect of that return on a timely basis.

• (xxvi) Filing and Delivery of Prescribed Forms. The om any w ll le w th n the t me er o prescribed by subsection 66(12.7) of the Tax Act, the rele ant Prescr be Forms w th the rele ant Go ernmental Ent ty as are necessary to e ect ely

• 15 -

renounce Qualifying Expenditures to the FT Share Purchasers and the FT Unit Purchasers in an amount equal to the FT Share Commitment Amount and the FT Un t omm tment mount, res ect ely, w th an e ect e ate no later than December 3 , 2 2 an w ll el er to the FT Share Purchasers and the FT Unit Purchasers, copies of such Prescribed Forms as filed and such delivery shall constitute the authorization of the Company to the FT Share Purchasers and the FT Unit Purchasers to file such Prescribed Forms with the relevant taxation authorities, as applicable.

• (xxvii) Renunciation Priority and Pro Rata Reduction . The Company shall incur and renounce Qualifying Expenditures pursuant to the FT Share Subscription Agreements and the FT Unit Subscription Agreements and all other agreements with other persons providing for the issue of FT Shares and FT Units entered into by the Company on the Closing Date (collectively, the “ Other Agreements be ore ncurr n an renounc n EE ursuant to any Other Agreement which the Company may subsequently enter into after the Closing Date with any Person with respect to the issue of shares or rights which are “ low-throu h shares as defined in subsection 66(15) of the Tax Act. If the Company is required under the Tax Act or otherwise to reduce Qualifying Expenditures previously renounced to the FT Share Purchasers or the FT Unit Purchasers and unless the FT Share Purchasers or the FT Unit Purchasers, as the case may be, are not adversely affected or otherwise agree, the reduction shall be made pro rata by the number of FT Shares, FT Unit Shares and FT Unit Warrants, as the case may be, purchased only after it has first reduced to the extent possible all CEE renounced to Persons (other than the FT Share Purchasers and the FT Unit Purchasers) under any agreements relating to shares which are “ low-throu h shares as e ne n subsect on ( o the Ta ct entere nto after the Closing Date.

• (xxviii) Notification of Excess Amounts Renounced . Upon the Company becoming aware of the fact that an amount purportedly renounced pursuant to the FT Share Subscription Agreements or FT Unit Subscription Agreements, as the case may be, exceeds the amount that it is entitled to renounce under the Tax Act the Company will notify the FT Share Purchasers or the FT Unit Purchaser, as the case may be, and comply with subsection 66(12.73) of the Tax Act, including the filing with the CRA of the statements contemplated therein, a copy of which will be sent concurrently to the FT Share Purchasers or the FT Unit Purchasers.

• (xxix) No Other Agreements . The Company shall not enter into any other agreement which would prevent or restrict its ability to renounce Qualifying Expenditures to the FT Share Purchasers in the amount of the FT Share Commitment Amount and to the FT Unit Purchasers in the amount of the FT Unit Commitment Amount.

• (xxx) Books and Records . The Company shall maintain proper, complete and accurate accounting books and records relating to the FT Share Commitment Amount and the FT Unit Commitment Amount, the Qualifying Expenditures, the amounts renounced to the FT Share Purchasers and the FT Unit Purchasers under this Agreement, the FT Share Subscription Agreements and the FT Unit Subscription Agreements, and all transactions relating to the Qualifying Expenditures. The Company shall enter into all necessary agreements (including internal back-to-back agreements if required) to retain all such books and records as may be required to support the renunciation of Qualifying Expenditures contemplated by this Agreement, the FT Share Subscription Agreements and the FT Unit Subscription Agreements, and, upon reasonable notice, shall make such books and records available for inspection and audit by or on behalf of the FT Share

• 16 -

Purchasers an the FT Un t Purchasers, at each o the FT Share Purchaser’s an the FT Un t Purchaser’s sole e ense, res ect ely.

• (xxxi) Closing Conditions . The Company will fulfil or cause to be fulfilled, at or prior to the Closing Date, each of the conditions set out in Section 7 hereof.

• (b) Each of the Agents hereby covenants and agrees to:

• (i) conduct all activities in connection with the Offering in compliance with applicable Securities Laws and all other laws applicable to the Agents (or an Affiliate of the Agents) or the selling group members;

• (ii) use its commercially reasonable efforts to obtain from each Purchaser completed and executed Subscription Agreements (including all certifications, forms and other documentation contemplated thereby or as may be required by Securities Regulators) in a form acceptable to the Company and the Agent; and

• (iii) not solicit subscriptions for the Offered Securities except in accordance with the terms and conditions of this Agreement and the Subscription Agreements.

3. (a) Press Releases. The Company agrees that it shall obtain prior approval of the Agents as to the content and form of any press release relating to the Offering to be issued prior to the Closing, such approval not to be unreasonably withheld. In addition, if required by the relevant Securities Laws, any press release announcing or otherwise referring to the Offering shall include an appropriate notation on each page as follows: “ Not for distribution to United States newswire services or for dissemination in the United States. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. This news release shall not constitute an offer to sell or the solicitation of an offer to buy in the United States or to, or for the account or benefit of, persons in the United States or U.S. Persons nor shall there by any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

(c) U.S. Offers and Sales. The Agents make the representations, warranties and covenants a l cable to them n Sche ule “ hereto an a ree, on behal o themsel es an their U.S. Affiliate, for the benefit of the Company, to comply with the U.S. selling restrictions imposed by the laws of the Un te States an set orth n Sche ule “ hereto, wh ch orms art o th s reement. The om any also makes the representations, warrant es an co enants a l cable to t n Sche ule “ hereto.

4. Representations and Warranties of the Company. The Company represents and warrants to the Agents, the U.S. Affiliate, and to the Purchasers that each of following representations is true and correct and acknowledges that each of them is relying upon such representations and warranties in purchasing the Offered Securities:

General Matters

• (a) Good Standing of the Company . The Company: (i) has been continued under the Act and is up-to-date in all material corporate filings and in good standing under the Act; (ii) has all requisite corporate power and capacity to carry on its business as now conducted, to

• 17 -

own, lease and operate its properties and assets and to carry out its obligations under the Transaction Documents; and (iii) has all requisite corporate power and authority to create, issue and sell the Offered Securities and Compensation Options, as applicable, and to enter into and carry out its obligations under the Transaction Documents.

• (b) No Subsidiaries . The om any has no subs ar es an the om any has no n estment n any person which is or could reasonably be e ecte to be mater al to the bus ness an a a rs o the om any.

• (c) Carrying on Business . The Company is, in all material respects, conducting its business in compliance with all Applicable Laws (including Environmental Laws) of each jurisdiction in which business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its properties or carries on business to enable its business to be carried on as now conducted and proposed to be conducted and its properties and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits. The Company is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will have a Material Adverse Effect.

• (d) No Proceedings for Dissolution . No proceedings have been taken, instituted or, are pending for the dissolution, liquidation or winding up of the Company.

• (e) No Bankruptcy. The Company has not committed an act of bankruptcy or sought protection from the creditors thereof before any court or pursuant to any legislation, proposed a compromise or arrangement to the creditors thereof generally, taken any proceeding with respect to a compromise or arrangement, taken any proceeding to be declared bankrupt or wound up, taken any proceeding to have a receiver appointed of any of the assets thereof, had any person holding any encumbrance, lien, charge, hypothec, pledge, mortgage, title retention agreement or other security interest or receiver take possession of any of the property thereof, had an execution or distress become enforceable or levied upon any portion of the property thereof or had any petition for a receiving order in bankruptcy filed against it.

• (f) Freedom to Compete . The Company is not a party to or bound or affected by any commitment, agreement or document containing any covenant which expressly limits the freedom of the Company to compete in any line of business, transfer or move any of its assets or operations or which would have a Material Adverse Effect.

• (g) Share Capital of the Company. The Company is authorized to issue an unlimited number of Common Shares without par value, of which, as of the close of business on December 10, 2020, 144,616.535 Common Shares were outstanding as fully paid and nonassessable shares of the Company.

• (h) Absence of Rights . E ce t as re erre to n Sche ule “ hereto, no Person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Company and the Offered Securities upon issuance, will not be issued

• 18 -

in violation of or subject to any pre-emptive rights or contractual rights to purchase securities issued by the Company.

• (i) Common Shares are Listed . The currently issued and outstanding Common Shares are listed and posted for trading on the TSXV and no order ceasing or suspending trading in the Common Shares or prohibiting the sale of the Securities has been issued and to the best knowledge of the Company, no proceedings for such purpose have been threatened or are pending.

• (j) Stock Exchange Compliance. The Company 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 TSXV and the Company is currently in compliance, in all material respects, with the rules and regulations of the TSXV.

• (k) Reporting Issuer Status . The om any s a “re ort n ssuer , not nclu e n a l st o defaulting reporting issuers maintained by the Securities Regulators in each of the provinces of British Columbia, Alberta and Ontario, and in particular, without limiting the foregoing, the Company has at all times complied, in all material respects, with its obligations to make timely disclosure of all material changes and material facts relating to it and there is no material change or material fact relating to the Company which has occurred and with respect to which the requisite news release has not been disseminated or material change report, as applicable, has not been filed with the Securities Regulators in each of the provinces of British Columbia, Alberta and Ontario.

• (l) No Voting Control . The Company is not a party to any agreement, nor is the Company aware of any agreement, which in any manner affects the voting control of any of the securities of the Company.

• (m) Transfer Agent and Warrant Agent . The Transfer Agent at its principal office in Toronto Ontario has been duly appointed as the registrar and transfer agent in respect of the Common Shares, and Computershare Trust Company of Canada at its principal office in Toronto, Ontario has been duly appointed as the warrant agent under the Warrant Indenture.

• (n) Corporate Actions . All necessary corporate action has been taken or will have been taken prior to the Closing Time by the Company so as to: (i) validly issue the FT Shares, the FT Unit Shares and the Unit Shares as fully paid and non-assessable Common Shares on Closing; (ii) validly create, authorize and issue the FT Unit Warrants, the Unit Warrants, the Compensation Options, and the Compensation Option Warrants on Closing; and (iii) allot and authorize the issuance of the Warrant Shares, the Compensation Option Shares, and the Compensation Option Warrant Shares as fully paid and non-assessable Common Shares upon the due exercise of the FT Unit Warrants and the Unit Warrants in accordance with the terms of the Warrant Indenture, respectively, upon due exercise of the Compensation Options in accordance with the terms of the Compensation Option Certificates, and upon due exercise of the Compensation Option Warrants in accordance with the terms of the Warrant Indenture, as applicable.

• (o) Valid and Binding Documents . Each of the execution and delivery of Transaction Documents, and the performance of the transactions contemplated hereby and thereby have been authorized by all necessary corporate action of the Company and upon the execution and delivery thereof shall constitute valid and binding obligations of the

• 19 -

Company, enforceable against the Company in accordance with their respective terms, provided that enforcement thereof may be limited by bankruptcy, insolvency and other laws affecting cre tors’ r hts enerally, that s ec c er ormance an other equ table remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions relating to indemnity, contribution and waiver of contribution may be unenforceable and that enforceability may be limited by Applicable Laws in effect in the province of British Columbia.

• (p) All Consents and Approvals . 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 issuance, creation, sale and delivery, as applicable, of the FT Shares, the FT Unit Shares, the Unit Shares, the FT Unit Warrants, the Unit Warrants, the Warrant Shares, the Compensation Options, the Compensation Option Shares, the Compensation Option Warrants, and the Compensation Option Warrant Shares; and (iii) the consummation of the transactions contemplated hereby and thereby, have been made or obtained, as applicable, other than filings required to be submitted within the applicable time frame pursuant to applicable Securities Laws.

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

• (r) Validly Issued Warrants . The the FT Unit Warrants and the Unit Warrants have been validly created and authorized for issuance and when issued and delivered by the Company pursuant to this Agreement and the Warrant Indenture, against payment of the consideration set forth herein, will be validly issued.

• (s) Validly Authorized Warrant Shares . The Warrant Shares have been duly and validly authorized for issuance and, when issued, delivered and paid for upon the due exercise of the FT Unit Warrants and the Unit Warrants in accordance with the terms of the Warrant Indenture, will be validly issued as fully paid and non-assessable Common Shares.

• (t) Validly Issued Compensation Options . The Compensation Options to be issued as hereinbefore described have been validly created and authorized for issuance and when issued and delivered by the Company pursuant to this Agreement and the Compensation Option Certificates, will be validly issued.

• (u) Validly Authorized Compensation Option Shares . The Compensation Option Shares have been duly and validly authorized for issuance and, when issued, delivered and paid for upon the due exercise of the Compensation Options in accordance with the terms of the Compensation Option Certificates, will be validly issued as fully paid and non-assessable Common Shares.

• (v) Validly Issued Compensation Options Warrants . The Compensation Option Warrants to be issued as hereinbefore described have been validly created and authorized for issuance and when issued and delivered by the Company pursuant to this Agreement and the Compensation Option Certificates, will be validly issued.

• (w) Validly Authorized Compensation Option Warrant Shares . The Compensation Option Warrant Shares have been duly and validly authorized for issuance and, when issued,

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delivered and paid for upon the due exercise of the Compensation Option Warrants in accordance with the terms of the Warrant Indenture, will be validly issued as fully paid and non-assessable Common Shares.

• (x) Material Agreements . All Material Agreements have been disclosed in the Public Disclosure Documents and each is valid, subsisting, in good standing and in full force and effect, enforceable in accordance with the terms thereof. The Company has performed all obligations (including payment obligations) in a timely manner under, and are in compliance with all terms and conditions contained in each Material Agreement, other than those which individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect. The Company is not in violation, breach or default nor has any of them received any notification from any party claiming that the Company is in violation, breach or default under any Material Agreement and no other party, to the knowledge of the Company, is in breach, violation or default of any term under any Material Agreement, except in each case where such violation, breach or default would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

• (y) Liabilities . The om any oes not ha e any l ab l t es, obl at ons, n ebte ness or commitments, whether accrued, absolute, cont n ent or otherw se, wh ch are not sclose or re erre to n the F nanc al Statements, other than l ab l t es, obl at ons, or n ebte ness or comm tments: ( ncurre n the normal course o bus ness; an ( which would not reasonably be e ecte to ha e a Mater al erse Effect.

• (z) Previous Corporate Transactions . Except as which may not reasonably be expected to have a Material Adverse Effect, all previous corporate transactions completed by the Company, 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, in all material respects, 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, an com l e w th. The om any’s ue l ence re ew 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 Company, did not result in the discovery of any fact or circumstance which may reasonably be expected to have a Material Adverse Effect.

• (aa) Absence of Breach or Default . The Company is not in breach or default of, and the execution and delivery of the Transaction Documents and the performance by the Company of its obligations hereunder or thereunder, the issue and sale of the FT Shares, the FT Unit Shares, the Unit Shares, the FT Unit Warrants, the Unit Warrants, the Warrant Shares, the Compensation Options, the Compensation Option Shares, the Compensation Option Warrants, and the Compensation Option Warrant Shares and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with or result in a breach or violation of any of the terms of or provisions of, or constitute a default under, (whether after notice or lapse of time or both), (i) any statute, rule or regulation applicable to the Company, including Securities Laws and the securities laws of any other Selling Jurisdiction; (ii) the constating documents or resolutions of the directors of the Company which are in effect at the date of hereof; (iii)

• 21 -

any Material Agreement or Debt Instrument; or (iv) any judgment, decree or order binding the Company or the properties or assets of the Company.

• (bb) No Actions or Proceedings . There are no material actions, proceedings or investigations (whether or not purportedly by or on behalf of the Company) currently outstanding, or to the knowledge of the Company, threatened or pending, against the Company at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any Governmental Entity. There are no judgments or orders against the Company which are unsatisfied, nor are there any consent decrees or injunctions to which the Company or its properties or assets are subject.

• (cc) Financial Statements . The audited annual financial statements of the Company for the fiscal years ended February 29, 2020 and 2019 and the unaudited condensed interim consolidated financial statements as at and for the three- and six-month periods ended u ust 3 , 2 2 an 2 (collect ely, the “ Financial Statements , conta n no misrepresentations, present fairly, in all material respects, the financial position of the Company (on a consolidated basis) for the periods then ended and have been prepared in accordance with International Financial Reporting Standards, applied on a consistent basis throughout the periods involved.

• (dd) No Material Changes . Since August 31, 2020, except as disclosed in the Public Disclosure Documents:

• (i) there has not been any material change in the assets, properties, affairs, prospects, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Company, as applicable;

• (ii) there has not been any material change in the capital stock or long-term debt of the Company, as applicable; and

• (iii) the Company, as applicable, has carried on its business in the ordinary course.

• (ee) No Off-Balance Sheet Arrangements . There are no material off-balance sheet transactions, arrangements, obligations (including contingent obligations) or liabilities of the Company which are required to be disclosed and are not disclosed or reflected in the Financial Statements.

• (ff) Internal Accounting Controls . The Company is in compliance, in all material respects, with National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings of the Canadian Securities Administrators, as applicable to the Company.

• (gg) Accounting Policies. There has been no change in accounting policies or practices of the Company since August 31, 2020, other than the adoption of certain additional International Financial Reporting Standards measures as disclosed in the Financial Statements.

• (hh) Previous Acquisitions. All previous acquisitions completed by the Company of any securities, business or assets of any other entity have been fully and properly disclosed in the Public Disclosure Documents, to the extent required by Securities Laws, were completed in compliance in all material respects with all applicable corporate and

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securities laws and all necessary corporate and regulatory approvals, consents, authorizations, registrations, and filings required in connection therewith were obtained or made, as applicable, and complied with in all material respects.

• (ii) Purchases and Sales . Other than as disclosed in the Public Disclosure Documents, the Company 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 Company whether by asset sale, transfer of shares, or otherwise;

• (ii) the change of control (by sale or transfer of Common Shares or sale of all or substantially all of the assets of the Company or otherwise) of the Company; or

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

• (jj) No Loans or Non-Arm’s Length Transactions. The Company is not a party to any Debt Instrument or has any material loans or other material indebtedness outstanding which has been made to any of its shareholders, officers, directors or employees, past or present, or any Person not eal n at arm’s length with the Company.

• (kk) Dividends . There is not, in the constating documents (or equivalent organizational or governing documents) or in any Material Agreement, Debt Instrument, or other instrument or document to which the Company is a party, any restriction upon or impediment to, the declaration of dividends by the directors of the Company or the payment of dividends by the Company to the holders of the Common Shares.

• (ll) Independent Auditors . The auditors of the Company are independent public accountants as requ re by the Secur t es Laws an no “re ortable e ent (w th n the mean n o National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators) has occurred.

• (mm) Insurance . The Company maintains insurance by insurers of recognized financial responsibility, against such losses, risks and damages to their respective business, operations and assets in such amounts that are customary for the business in which they are engaged and on a basis consistent with reasonably prudent persons in comparable businesses, in comparable geographic locations, and all of the policies in respect of such insurance coverage, fidelity or surety bonds insuring the Company and its directors, officers and employees, and its business, operations and assets are in good standing and in full force and effect in all respects, and not in default. The Company is in compliance with the terms of such policies and instruments in all material respects and there are no material claims by the Company under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; the Company has no reason to believe that it will not be able to renew such existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business and operations at a cost that would not have a Material Adverse Effect.

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• (nn) Leased Premises . With respect to each of the Leased Premises, the Company occupies the Leased Premises and has the exclusive right to occupy and use the Leased Premises and each of the leases pursuant to which the Company occupies the Leased Premises is in good standing and in full force and effect. The performance of obligations pursuant to and in compliance with the terms of this Agreement, and the completion of the transactions described herein by the Company, will not afford any of the parties to such leases or any other Person the right to terminate any such lease or result in any additional or more onerous obligations under such leases.

• (oo) Taxes . All taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ com ensat on ayments, ro erty ta es, custom an lan trans er ta es , ut es, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collect ely, “ Taxes ue an ayable by the om any ha e been a , e ce t where the failure to do so would not give rise to a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Company have been filed with all appropriate governmental authorities and all such returns, declarations, remittances and filings are complete and accurate in all material respects and no material fact or facts have been omitted therefrom which would make any of them misleading. To the knowledge of the Company, no examination of any tax return of the Company is currently in progress and there are no issues or disputes outstanding with any governmental authority respecting any taxes that have been paid, or may be payable, by the Company, except where such examinations, issues or disputes, individually or collectively, would not have a Material Adverse Effect.

• (pp) Compliance with Laws, Filings and Fees . The Company has complied in all material respects with all relevant statutory and regulatory requirements required to be complied with prior to the Closing Time in connection with the Offering. All material filings and fees required to be made and paid by the Company pursuant to Securities Laws and general corporate law have been made and paid. The Company is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will have a Material Adverse Effect.

• (qq) Anti-Bribery Laws. Neither the Company, nor, to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of the Company, has (i) violated any anti-bribery or anti-corruption laws applicable to the Company, including but not limited to the U.S. Foreign Corrupt Practices Act and Canada’s Corruption of Foreign Public Officials Act ; or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other Person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Entity; or assisting any representative of the Company in obtaining or retaining business for or with, or directing business to, any Person; or (Y) to any Person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company nor, to the knowledge of the Company, any director, officer, employee, consultant, representative or

• 24 -

agent of the Company, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company, or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws or committed any material wrongdoing; or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to noncompliance with any such laws, or received any notice, request, or citation from any Person alleging non-compliance with any such laws.

• (rr) Anti-Money Laundering . The operations of the Company are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, a m n stere or en orce by any Go ernmental Ent ty (collect ely, the “ Money Laundering Laws and no action, suit or proceeding by or before any Governmental Entity or any arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.

• (ss) Directors and Officers. None of the directors or officers of the Company are now, or have ever been, (i) subject to an order or ruling of any securities regulatory authority or stock exchange prohibiting such individual from acting as a director or officer of a public company or of a company listed on a particular stock exchange, or (ii) other than as disclosed in the Public Disclosure Documents, subject to an order preventing, ceasing or suspending trading in any securities of the Company or other public company.

• (tt) Related Parties . Other than as disclosed in the Public Disclosure Documents, none of the directors, officers or employees of the Company, any known holder of more than 10% of any class of shares of the Company, or any known associate or affiliate of any of the foregoing Persons or companies, has had any material interest, direct or indirect, in any material transaction within the previous two years or any proposed material transaction with the Company which, as the case may be, materially affected, is material to or will materially affect the Company.

• (uu) Fees and Commissions . Other than the Agents (or any members of the selling group) pursuant to this Agreement, there is no Person acting or purporting to act at the request of the Company who is entitled to any brokerage, agency or other fiscal advisory or similar fee in connection with the Offering or transactions contemplated herein.

• (vv) Entitlement to Proceeds . Other than the Company, there is no Person that is or will be entitled to the proceeds of the Offering under the terms of any Debt Instrument, Material Agreement, or other instrument or document (written or unwritten).

• (ww) Minute Books and Records . The minute books and records of the Company which the Company has made available to the Agents and its counsel, DLA Piper (Canada) LLP, in connection with their due diligence investigation of the Company for the period requested to the date of examination thereof are all of the records of the Company for such period and contain copies of all constating documents, including all amendments thereto, and all material proceedings of securityholders and directors (and committees thereof) and are complete in all material respects.

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• (xx) Continuous Disclosure. The Company is in compliance in all material respects with its continuous disclosure obligations under Securities Laws and, without limiting the generality of the foregoing, there has not occurred an Material Adverse Effect, financial or otherwise, in the assets, liabilities (contingent or otherwise), business, financial condition or capital of the Company which has not been publicly disclosed and the information and statements in the Public Disclosure Documents were true and, except for refiled disclosure documents, correct as of the respective dates of such information and statements and at the time such documents were filed on SEDAR, did not contain any misrepresentations and no material facts have been omitted therefrom which would make such information materially misleading as of the respective dates of such information and statements, and the Company has not filed any confidential material change reports which remain confidential as at the date hereof. The Company is not aware of any circumstances presently existing under which liability is or would reasonably be expected to be incurred under Part XVI.1 – Civil Liability for Secondary Market Disclosure of the Securities Act (Ontario) and analogous provisions under Securities Laws in the other Selling Jurisdictions.

• (yy) Full Disclosure . All information which has been prepared by the Company relating to the Company and its business, properties and liabilities and provided to the Agents including all financial, marketing, sales and operational information provided to the Agents by the Company and all Public Disclosure Documents are, as of the date of such information, true and correct in all material respects, and no fact or facts have been omitted therefrom which would make such information materially misleading.

Flow-Through Tax Matters

• (zz) Constitute Qualifying Expenditures . The expenses to be renounced by the Company to the FT Share Purchasers and the FT Unit Purchasers will constitute Qualifying Expenditures on the effective date of the renunciation and on the date incurred. The expenses to be renounced by the Company to the FT Share Purchasers and the FT Unit Purchasers: (i) will not include any amount that has previously been renounced by the Company to any of the FT Share Purchasers, FT Unit Purchasers or to any other Person; ( w ll not nclu e e enses that are “ ana an e lorat on an e elo ment o erhead e enses (as e ne n the re ulat ons to the Ta ct or ur oses o ara ra h 66(12.6)(b) of the Tax Act) of the Company, amounts which constitute specified expenses for seismic data described in paragraph 66(12.6)(b.1) of the Tax Act, or any expenses for prepaid services or rent that do not qualify as outlays and expenses for the er o as escr be n the e n t on o “e ense n subsect on ( o the Ta ct; and (iii) would be deductible by the Company in computing its income for the purposes of Part I of the Tax Act but for the renunciation to the FT Share Purchasers and the FT Unit Purchasers.

• (aaa) Renunciation of Qualifying Expenditures . The Company has no reason to believe that it will be unable to incur (or be deemed to incur), on or after the Closing Date and on or before the Termination Date or that it will be unable to renounce to the FT Share Purchasers and the FT Unit Purchasers, effective on or before December 31, 2020, Qualifying Expenditures in an amount equal to the FT Share Commitment Amount and the FT Unit Commitment Amount, respectively, and the Company has no reason to expect any reduction of such amounts by virtue of subsection 66(12.73) of the Tax Act.

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• (bbb) Not Prescribed Shares . Except as a result of any agreement, arrangement, undertaking or understanding to which the Company is not a party and of which it has no knowledge, u on ssue the FT Shares, FT Un t Shares an FT Un t Warrants w ll be “ low-through shares as e ne n subsect on ( o the Ta ct, an w ll not be “ rescribed shares or “ rescr be r hts w th n the mean n o sect on 2 2. o the re ulat ons to the Tax Act.

• (ccc) Not Prescribed Shares as Result of Amalgamation . If the Company amalgamates with any one or more companies, any shares issued to or held by the FT Share Purchasers as a replacement for the FT Shares and FT Unit Purchasers as a replacement for the FT Unit Shares as a result of such amalgamation will qualify, by virtue of subsection 87(4.4) of the Ta ct as “ low-throu h shares as e ne n subsection 66(15) of the Tax Act, and n art cular w ll not be “ rescr be shares as e ne n sect on 2 2. o the regulations to the Tax Act.

• (a) Principal-Business Corporation . The Company is and will continue to be a Principal Business Corporation until such time as all of the Qualifying Expenditures required to be renounced under this Agreement, the FT Share Subscription Agreements, and the FT Unit Subscription Agreements have been incurred or have been deemed to be incurred and validly renounced to FT Share Purchasers and FT Unit Purchasers, respectively, pursuant to the Tax Act.

• (b) Compliance with Flow-Through Obligations . The Company is not, and has never been, in e ault o any o ts le al obl at ons n res ect o any “ low-throu h share nanc n s previously undertaken by the Company.

• (c) No Restrictions on Flow-Through Subscription Agreements . The Company has not entered into any agreements or made any covenants with any parties that would restrict the Company from entering into either the FT Share Subscription Agreements or the FT Unit Subscription Agreements and agreeing to incur and renounce Qualifying Expenditures on or after the Closing Date and on or before the Termination Date in accordance with the FT Share Subscription Agreements and the FT Unit Subscription Agreements, as the case may be, nor that would require the renunciation to any other person of Qualifying Expenditures prior to the renunciation of the Qualifying Expenditures equal to the FT Share Commitment Amount and the FT Unit Commitment Amount in favour of the FT Share Purchasers and the FT Unit Purchasers, respectively, and the Company has no outstanding obligations in respect of any material amount to incur and renounce Qualifying Expenditures to any persons.

Mining and Environmental Matters

• (d) Accurately Described Mining Claims. All of the material claims, holdings, leases, licenses, tenements, and other land rights that comprise the Material Properties held by the Company are accurately and fully included and described in the Public Disclosure Documents an n the t tle o n ons (the “ Title Opinion el ere to the ents pursuant to Section 7(f). The escr t on o the Mater al Pro ert es an r hts o the om any there n as sclose n T tle O n on const tutes a com lete an accurate escr t on, n all mater al res ects, o all m neral ro ert es an all m n n r hts hel by the om any, an no other m neral ro ert es or mater al assets are necessary to be acqu re by the om any or the con uct o the bus ness o the om any as currently con ucte , the Company does not know o any cla m or the bas s or any cla m that

• 27 -

m ht or coul ha e a Mater al erse E ect on the r ht thereo to use, trans er or otherw se explore for mineral deposits on the Material Properties.

• (e) Properties and Assets . The Company is the legal and beneficial owner of, and has good and marketable title to, all of properties, assets and interests which comprise the Material Properties as described in the Public Disclosure Documents and in the Title Opinion. Other than as described in the Public Disclosure Documents or the Title Opinion, such properties, assets, and interests are free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever, and no other property rights (including surface or access rights) are necessary for the conduct of the business of the Company as currently conducted; the Company does not know of any claim or basis for any claim that might or could materially adversely affect the right of the Company to use, transfer, access or otherwise exploit its properties, assets and interests; and, except as disclosed in the Public Disclosure Documents or the Title Opinions, neither the Company has any responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any Person with respect to the property rights, assets and interests thereof.

• (f) Material Properties and Mining Rights . The Company is the legal and beneficial owner of all mineral or mining leases, tenements, licenses, concessions or claims or other conventional property, proprietary or contractual interests or rights, including access and surface rights (as the case may be), recognized in the jurisdiction in which the Material Properties are located in respect of the specified minerals (as described in the Public Disclosure Documents) located on the Material Properties in which the Company has an interest as described in the Public Disclosure Documents under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit the Company to access the Material Properties and explore minerals relating thereto, as it is currently conducted (as the case may be), except where the failure to have such rights or interests would not have a Material Adverse Effect; all such properties, leases, licenses, tenements, concessions or claims in which the Company has any interests or rights have been validly located and recorded in accordance with all Applicable Laws and are valid, subsisting and in good standing, save and except as disclosed in the Public Disclosure Documents. The om any s le ally ent tle to con uct e lorat on act t es on, n an un er the Material Properties. The mining rights of the Company constitute all necessary surface rights, access rights and other necessary rights and interests relating to the Material Properties as described in the Title Opinion and the Disclosure Documents and such rights and interests grant the Company the right and ability to explore for minerals, ore and metals for developments purposes.

• (g) Valid Title Documents . Any and all of the agreements and other documents and instruments pursuant to which the Company holds the Material Properties and all interests therein and assets (including any option agreement or any interest in, or right to earn an interest in, any properties and assets) are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof, the Company is not in default of any of the material provisions of any such agreements, documents or instruments, nor has any such default been alleged. Neither the Material Properties (nor any nterest there n, or r ht to earn an nterest therein) nor any material assets or mining interest (nor any nterest there n, or r ht to earn an nterest therein) of the Company are subject to any right of first refusal or purchase or acquisition rights of a th r arty, e ce t as re erre to n Sche ule “B hereto.

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• (h) Possession of Permits and Authorizations . The Company have obtained all Permits necessary to carry on the business of the Company as it is currently conducted. The Company is in compliance with the terms and conditions of all such Permits except where such non-compliance would not reasonably be expected to have a Material Adverse Effect. All of such Permits issued to date are valid, subsisting, in good standing and in full force and effect and the Company have not received any notice of proceedings relating to the revocation or modification of any such Permits. To the knowledge of the Company, all exploration activities and other operations by the Company on the Material Properties have been conducted in accordance with good mining, exploration and en neer n ract ces n all mater al res ects an all a l cable workers’ com ensat on and health and safety and workplace laws, regulations and policies have been duly complied with.

• (i) Mining Works. ll assessments or other work requ re to be er orme n relat on to the Mater al Pro ert es an m n n r hts o the om any n or er to ma nta n ts interests n an to the Mater al Pro ert es to ate, any, ha e been er orme to ate an the om any has com l e n all mater al res ects w th all l cable Laws, re ulat ons an ol c es n th s re ar as well as w th re ar to contractual obligat ons to th r art es.

• (j) No Expropriation . No part of the Material Properties, mining rights or Permits of the Company have been taken, revoked, condemned or expropriated by any Governmental Entity nor has any written notice or proceedings in respect thereof been given, or to the knowledge of the Company, been commenced, threatened or is pending, nor does the Company have any knowledge of the intent or proposal to give such notice or commence any such proceedings.

• (k) Community Relationships . The Company maintains good relationships with the communities and persons affected by or located on the Material Properties 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 to explore, develop and operate on the Material Properties, and the Company does not anticipate any material issues or liabilities to arise that would adversely affect the ability to explore, develop and operate at the Material Properties.

• (l) No Indigenous Claims . There are no claims or actions with respect to indigenous rights currently outstanding, or to the knowledge of the Company, threatened or pending, with respect to the Material Properties. There are no land entitlement claims having been asserted or any legal actions relating to indigenous issues having been instituted with respect to the Material Properties, and no dispute in respect of the properties of the Company with any local or indigenous group exists or, to the knowledge of the Company, is threatened or imminent.

• (m) Environmental Matters.

• (i) the Company is in compliance, in all material respects, with all Environmental Laws and all operations on the properties of the Company, carried on by or on behalf of the Company, have been conducted in all material respects in accordance with good mining and engineering practices;

• 29 -

• (ii) the Company has not used, except in material compliance with all Environmental Laws and Permits, any properties or facilities which it owns or leases or previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any hazardous substance;

• (iii) neither the Company nor, to the knowledge of the Company, any predecessor companies, have received any notice of, or been prosecuted for an offence alleging, non-compliance with any laws, ordinances, regulations and orders, including Environmental Laws, and neither the Company nor, to the knowledge of the Company, any predecessor companies, have settled any allegation of non-compliance short of prosecution. There are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to any of the assets of the Company and the Company have not received notice of any of the same;

• (iv) there have been no past unresolved claims, complaints, notices or requests for information received by the Company with respect to any alleged material violation of any Environmental Laws, and to the knowledge of the Company, none that are threatened or pending; and no conditions exist at, on or under any properties now or previously owned, operated or leased by the Company which, with the passage of time, or the giving of notice or both, would give rise to liability under any law, statute, order, regulation, ordinance or decree that, individually or in the aggregate, has or would have a Material Adverse Effect;

• (v) except as ordinarily or customarily required by applicable permit, the Company has not received any notice wherein it is alleged or stated that it is potentially responsible for a federal, provincial, state, municipal or local clean-up site or corrective action under any Applicable Law including any Environmental Laws. The Company has not received any request for information in connection with any federal, state, municipal or local inquiries as to disposal sites; and

• (vi) there are no environmental audits, evaluations, assessments, studies or tests relating to the Company except for ongoing assessments conducted by or on behalf of the Company in the ordinary course.

• (n) Scientific and Technical Information . The Company is in compliance, in all material respects, with the provisions of NI 43-101 and has filed all technical reports in respect of the Material Properties required to be filed thereby, if any.

Employment Matters

• (o) Employment Laws . The Company is in material compliance with all Applicable Laws respecting employment and employment practices, terms and conditions of employment, workers’ com ensat on, occu at onal health an sa ety an ay equ ty an wa es. The Company is not subject to any claims, complaints, outstanding decisions, orders or settlements or, to the knowledge of the Company, pending claims, complaints, decisions, orders or settlements under any human rights legislation, employment standards le slat on, workers’ com ensat on le slat on, occu at onal health an sa ety le slat on or similar legislation nor has any event occurred which may give rise to any of the foregoing.

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• (p) Employee Plans . Each 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 Company for the benefit of any current or former rector, o cer, em loyee or consultant o the om any (the “ Employee Plans has been maintained in 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, in each case in all material respects.

• (q) Record-Keeping. All material accruals for unpaid vacation pay, premiums for unemployment insurance, health premiums, federal or state pension plan premiums, accrued wages, salaries and commissions and employee benefit plan payments have been reflected in the books and records of the Company.

• (r) Labour Matters . There is not currently any labour disruption, dispute, slowdown, stoppage, complaint or grievance outstanding, or to the knowledge of the Company, threatened or pending, against the Company which is adversely affecting or could adversely affect, in a material manner, the carrying on of the business of the Company and no union representation question exists respecting the employees of the Company and no collective bargaining agreement is in place or being negotiated by the. The Company has sufficient personnel with the requisite skills to effectively conduct its business as currently conducted.

COVID-19 Outbreak

• (s) COVID-19 Outbreak . Except as mandated by a Governmental Entity, which mandates have not materially affected the Company, as at the date hereof, and except as disclosed in the Public Disclosure Documents, there has been no material effect on the operations of the Company as a result o the no el corona rus sease outbreak (the “ COVID-19 Outbreak . The om any has been mon tor n the OVID-19 Outbreak and the present and potential impacts at all of its operations and has put appropriate control measures in place to ensure the wellness of all of its employees and surrounding communities where the Company operates while continuing to operate.

5. Representations, Warranties and Covenants of the Agents. Each Agent hereby severally (and not jointly or jointly and severally) represents, warrants and covenants to the Company and acknowledges that the Company is relying upon such representations, warranties and covenants:

• (a) Incorporation. The Agent is a valid and subsisting corporation, duly incorporated and in good standing under the law of the jurisdiction in which it was incorporated.

• (b) Sufficient Authority . The Agent has good and sufficient and authority to enter into this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein.

• (c) Compliance with Securities Laws. In respect of the offer and sale of the Units, the Agent will (and, as applicable, will cause its U.S. Affiliate to) conduct its activities in connection with the Offering in accordance with and comply with all applicable Securities Laws and the provisions of this Agreement.

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• (d) Duly Registered . The Agent (or its U.S. Affiliate, as applicable) is duly registered pursuant to the provisions of the Securities Laws, and is duly registered or licensed as an investment dealer in those jurisdictions in which it is required to be so registered in order to perform the services contemplated by this Agreement, or if or where not so registered or licensed, the Agent will act only through members of a selling group who are so registered or licensed.

• (e) General Solicitation or Advertising . The Agent and its affiliates and representatives (including the U.S. Affiliate) have not engaged in or authorized, and will not engage in or authorize, any form of General Solicitation or General Advertising in connection with or in respect of the Offered Securities.

• (f) No Prospectus or Registration Requirement . The Agent has not and will not solicit offers to purchase or sell the Offered Securities so as to require the filing of a prospectus, registration statement or offering memorandum with respect thereto or the provision of a contractual right of action under the laws of any jurisdiction.

6. Closing Deliveries. The purchase and sale of the Offered Securities shall be completed at the Closing Time at the offices of Gardiner Roberts LLP in Toronto, Ontario or at such other place or using such other electronic transmissions as the Agents and the Company may agree. At the Closing Time, the Company shall duly and validly deliver to the Agents: (a) the FT Shares, FT Unit Shares, the Unit Shares, the FT Unit Warrants and the Unit Warrants, by way of electronic deposit or definitive certificated form as directed by the Agents, against payment by the Agents to the Company of the FT Share Subscription Price, the FT Unit Subscription Price and the Unit Subscription Price, as the case may be, therefor, by electronic money transfer as directed by the Company; (b) payment of the Commission and the expenses referred to in Section 10 hereof by the Company to the Agents as directed by the Agents; and (c) issuance of the Compensation Options referred to in Section 9 hereof by the Company to the Agents as directed by the Agents.

7. Closing Conditions. The obligation of the Purchasers to purchase the Offered Securities at the Closing Time shall be subject to the satisfaction of each of the following conditions (it being understood that the Agents may waive in whole or in part or extend the time for compliance with any of such terms and conditions without prejudice to their rights in respect of any other of the following terms and conditions or any other or subsequent breach or non-compliance, provided that to be binding on the Agents any such waiver or extension must be in writing and signed by each of them):

• (a) the Agents shall have received certificates dated the Closing Date, signed by a senior officer of the Company addressed to the Agents and their counsel, with respect to: (i) the articles and bylaws of the Company; (ii) all resolutions of the Company’s boar o rectors relat n to th s Agreement and the transactions contemplated hereby; (iii) the incumbency and specimen signatures of signing officers in the form of a certificate of incumbency; and (iv) such other matters as the Agents may reasonably request;

• (b) the Agents shall have received evidence that all requisite approvals, consents and acceptances of the appropriate regulatory authorities, including the conditional approval of the TSXV, required to be made or obtained by the Company in order to complete the Offering have been made or obtained;

• (c) the issuance of the FT Shares, the FT Unit Shares, the Unit Shares, the FT Unit Warrants, the Unit Warrants, the Warrant Shares, Compensation Options, Compensation Option Shares, Compensation Option Warrants, and Compensation Option Warrant Shares, and the listing of

• 32 -

the FT Shares, the FT Unit Shares, the Unit Shares, the Warrant Shares, the Compensation Options Shares, and the Compensation Option Warrant Shares shall have been conditionally approved by the TSXV;

• (d) the Agents shall have received favourable legal opinions addressed to the Agents and the Purchasers, n orm an substance sat s actory to the ents’ counsel, ate the los n Date, from Gardiner Roberts LLP, counsel to the Company and where appropriate, counsel in the other Selling Jurisdictions, which counsel in turn may rely, as to matters of fact, on certificates of auditors, public officials and officers of the Company, with respect to the following matters:

• (i) as to the incorporation and subsistence of the Company under the laws of Ontario and as to the Company having the requisite corporate power and capacity under the laws of Ontario to carry on its business as currently carried on and to own its properties and assets;

• (ii) the om any s a “re ort n ssuer not nclu e on the l st o ssuers n e ault n each of the provinces of British Columbia, Alberta and Ontario;

• (iii) as to the authorized and issued capital of the Company;

• (iv) as to the corporate power and authority of the Company to execute, deliver and perform its obligations under the Transaction Documents and to create, issue, and sell, as applicable, the FT Shares, the FT Unit Shares, the Unit Shares, the FT Unit Warrants, the Unit Warrants, the Warrant Shares, the Compensation Options, the Compensation Option Shares, the Compensation Option Warrants, and the Compensation Option Warrant Shares;

• (v) each of the Transaction Documents have been duly authorized, executed and delivered by the Company and constitute a valid and legally binding obligation of the Company enforceable against it in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, liquidation, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and the qualification that the enforceability of rights of indemnity, contribution and waiver and the ability to sever unenforceable terms may be limited by Applicable Law;

• (vi) the execution and delivery of the Transaction Documents and the performance by the Company of its obligations hereunder and thereunder, and the sale or issuance of the FT Shares, the FT Unit Shares, the Unit Shares, the FT Unit Warrants, the Unit Warrants, the Warrant Shares, the Compensation Options, Compensation Option Shares, Compensation Option Warrants, and the Compensation Option Warrant Shares do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with (A) the constating documents of the Company, (B) any resolutions of the shareholders or directors of the Company, (C) any judgment, decree, order, rule or regulation of any Canadian court or judicial, regulatory or other legal or Governmental Entity or body applicable to the Company, or (D) any applicable corporate laws or Securities Laws;

• (vii) the FT Shares, the FT Unit Shares and the Unit Shares have been issued as fully paid and non-assessable Common Shares;

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• (viii) the FT Unit Warrants and the Unit Warrants have been duly and validly created and issued and the Warrant Shares have been authorized and allotted for issuance and, upon the due exercise of the the FT Unit Warrants and Unit Warrants, respectively, and in accordance with the provisions of the Warrant Indenture, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares;

• (ix) the Compensation Options have been duly and validly created and issued and the Compensation Option Shares have been authorized and allotted for issuance and, upon the due exercise of the Compensation Options and in accordance with the provisions of the Compensation Option Certificates, the Compensation Option Shares will be validly issued as fully paid and non-assessable Common Shares;

• (x) the Compensation Option Warrants will be authorized and allotted for issuance and, upon the issuance of the Compensation Option Warrants following due exercise of the Compensation Options in accordance with the terms thereof, the Compensation Option Warrants will be duly and validly created and issued;

• (xi) the Compensation Option Warrant Shares will be authorized and allotted for issuance and, upon the issuance of the Compensation Option Warrant Shares following due exercise of the Compensation Option Warrants in accordance with the terms thereof, the Compensation Option Warrant Shares will be validly issued as fully paid and nonassessable Common Shares;

• (xii) the issuance and sale by the Company of the FT Shares, the FT Unit Shares, the Unit Shares, the FT Unit Warrants and Unit Warrants to the Purchasers and the Compensation Options to the Agents in accordance with the terms of this Agreement are exempt from the prospectus requirements of applicable Securities Laws in the Selling Jurisdictions in Canada, and no documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under the applicable Securities Laws to permit such issuance and sale; it being noted, however, that the Company is required to file or cause to be filed with the applicable Securities Regulators, a report on Form 45106F1 prepared and executed pursuant to NI 45-106, together with the prescribed filing fee, within 10 days following the Closing Date;

• (xiii) the issuance and delivery of the Warrant Shares, Compensation Option Shares, and Compensation Option Warrant Shares upon the due exercise of the FT Unit Warrants, the Unit Warrants, the Compensation Options, or Compensation Option Warrants, as applicable, will be exempt from the prospectus and registration requirements of applicable Securities Laws in the Selling Jurisdictions in Canada, and no documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under the applicable Securities Laws to permit such issuance and delivery;

• (xiv) no other documents will be required to be filed, proceedings, taken or approvals, permits, consents or authorizations obtained under the applicable Securities Laws in connection with the first trade of the FT Shares, the FT Unit Shares, the Unit Shares, the FT Unit Warrants, the Unit Warrants, the Warrant Shares, the Compensation Option Shares, the Compensation Option Warrants, and the Compensation Option Warrant Shares by the holders thereof, as the case may be, provided that a period of four (4) months and one (1) day has elapsed from the Closing Date;

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• (xv) upon issue, the FT Shares, FT Unit Shares and FT Unit Warrants will be “ low-through shares as e ne n subsect on ( o the Ta ct, an w ll not be “ rescr be shares or “ rescr be r hts w th n the mean n o sect on 2 2. o the re ulat ons to the Tax Act;

• (xvi) provided they are fully incurred in the manner and otherwise as covenanted and referenced in the FT Share Subscription Agreements, the FT Unit Subscription reements an n the rele ant o cer’s cert cate, the e en tures to be renounce n respect of the FT Shares, FT Unit Shares and FT Unit Warrants, pursuant to this Agreement, the FT Share Subscription Agreements and the FT Unit Subscription Agreements will be Qualifying Expenditures (and for greater certainty will qualify as expenses which are B.C. Flow-Through Mining Expenditures that qualify for the BC MFTS Tax Credit);

(xvii) the Company qualifies as a Principal Business Corporation; and

• (xviii) such other matters as the Agents or their counsel may reasonably request;

• (e) if any Units are sold in the United States or to, or for the account or benefit of, a U.S. Person, the Agents shall have received a favourable legal opinion addressed to the Agents, in form and substance satisfactory to the Agents, dated the Closing Date from United States counsel for the Company, to the effect that registration of the Units offered and sold in the United States in accor ance w th th s reement ( nclu n Sche ule “ hereto w ll not be requ re un er the U.S. Securities Act, it being understood that no opinion shall be required as to any resale of any Units, Unit Shares, Units Warrants, or Warrant Shares;

• (f) the Agents shall have received favourable Title Opinions addressed to the Agents, in form and substance satisfactory to the Agents, dated as of the Closing Date as to the title and ownership interest in each of the Material Properties;

• (g) the Agents shall have received a bring-down certificate dated the Closing Date, signed by a senior officer of the Company addressed to the Agents in a form satisfactory to the Agents, acting reasonably;

• (h) the ents shall ha e rece e the lock-u undertakings requested by the Agents pursuant to Section 2 (xix);

• (i) the Agents shall have received a certificate of status or similar certificate from the jurisdiction in which the Company is incorporated;

• (j) the Agents shall have delivered to the Company original or electronic copies of the Subscription Agreements completed and executed by the Purchasers and, if applicable, other forms prescribed by the TSXV or required by applicable Securities Laws or by the Company in connection with the Offering;

• (k) the Subscription Agreements, the Warrant Indenture, and the Compensation Option Certificates shall have been executed and delivered by the parties thereto in form and substance satisfactory to the Agents; and

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• (l) the Agents shall, in their sole discretion, acting reasonably, be satisfied with its due diligence review with respect to the business, assets, financial condition, affairs and prospects of the Company.

8. Rights of Termination

The Agents (or any of them) shall be entitled to terminate and cancel its obligations hereunder by written notice to that effect given to the Company on or before Closing in the following circumstances. If at any time prior to the Closing:

• (a) Material Change. There shall be any material change or change in a material fact or new material fact not previously disclosed arises or there should be discovered any previously undisclosed material fact which, in each case, in the reasonable opinion of the Agents has or would be expected to have a significant adverse effect on the market price or value or marketability of the Offered Securities; or

• (b) Disaster. There should develop, occur or come into effect or existence any event, action, state, condition (including without limitation, terrorism or accident) or major financial occurrence of national or international consequence, any declared pandemic of a serious contagious disease (including the COVID-19 Outbreak, to the extent that there is any material adverse development related thereto after the date hereof or similar event or the escalation thereof), or any action, government, law, regulation, inquiry or other occurrence of any nature, which in the sole opinion of the Agents, seriously adversely affects or involves or may seriously adversely affect or involve the financial markets in Canada or the United States or the business, operations or affairs of the Company or the marketability of the Offered Securities; or

• (c) Proceedings. (i) Any inquiry, action, suit, proceeding or investigation (whether formal or informal) (including matters of regulatory transgression or unlawful conduct) is commenced, announced or threatened in relation to the Company or any one of the officers, directors or principal shareholders of the Company where wrong-doing is alleged or any order made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including, without limitation, the TSXV or any securities regulatory authority which involves a finding of wrong doing; or (ii) any order, action, proceeding, law or regulation is made, threatened, enacted or changed which ceases trading in the om any’s secur t es or, n the o n on o the ents, act n reasonably, operates to prevent or restrict the trading of the Common Shares of the Company; or

• (d) Market . The state of the financial markets in Canada, the United States or elsewhere where it is planned to market the Offered Securities is such that, in the reasonable opinion of the Agents, the Offered Securities cannot be marketed profitably; or

• (e) Due Diligence. The Agents are not satisfied, in their sole discretion, with their due diligence review and investigations in respect of the Company; or

• (f) Breach. The Company is in breach of any material term, condition or covenant of this Agreement, or any representation or warranty given by the Company in this Agreement becomes or is false.

The rights of termination contained in Section 8 may be exercised by the Agents (or any one of them) and are in addition to any other rights or remedies the Agents may have in respect of any default, act or failure to act or non-compliance by the Company in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination by an Agent, there shall be no further

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liability on the part of such Agent to the Company or on the part of the Company to such Agent except in respect of any liability which may have arisen or may arise after such termination in respect of acts or omissions prior to such termination or under Sections 10 and 12 of this Agreement.

9. Agents’ Commission. In consideration of the services to be rendered by the Agents in connection with the Offering, the Company shall pay the Agents a cash commission equal to 6.0% of the aggregate gross proceeds realized by the Company in respect of the sale of the Offered Securities (the “ Commission , w th the e ce t on o ross proceeds of up to $3,000,000 raised from certain identified Purchasers nclu e n the om any’s Pres ent’s l st (the “ President’s List wh ch shall be subject to a reduced cash fee equal to 3.0% of the aggregate gross proceeds of sales from the Pres ent’s L st. In a t on, the om any shall ssue com ensat on o t ons (the “ Compensation Options to the ents equal to 6.0% of the aggregate number of Offered Securities sold pursuant to the Offering, which shall be subject to a reduced number of Compensation Options equal to 3.0% of the Offered Securities sold to Purchasers nclu e n the Pres ent’s L st. Each Compensation Option will entitle the holder thereof to acquire one unit of the Company at the Unit Subscription Price until the date which is 24 months ollow n the los n Date. Each such un t w ll be com r se o one ommon Share (a “ Compensation Option Share an one-half of one Common Share purchase warrant (each whole compensation option warrant, a “ Compensation Option Warrant . Each Compensation Option Warrant shall be governed by the terms and conditions of the Warrant Indenture and shall entitle the holder to acquire one Common Share (a “ Compensation Option Warrant Share at an e erc se r ce o .3 er om ensat on Option Warrant Share until the date which is 24 months following the Closing Date.

10. Expenses. Whether or not the sale of the Offered Securities shall be completed, all reasonable expenses of or incidental to the sale of the Offered Securities plus applicable taxes shall be borne by the Company, including the reasonable legal fees of legal counsel for the Agents (not to exceed $70,000 e clus e o sbursements, a l cable ta es an e enses an the ents’ reasonable “out-of- ocket expenses including, but not limited to, any advertising, printing, stock exchange expenses, travel and other expenses incurred by the Agents, together with the related taxes thereon. All reasonable fees and expenses of the Offering (including all applicable taxes) shall be payable by the Company on the Closing Date. At the option of the Agents, such fees and expenses may be deducted from the gross proceeds of the sale of the Offered Securities otherwise payable to the Company on the Closing Date.

11. Survival of Representations and Warranties. All representations, warranties, covenants and agreements herein contained or contained in any documents submitted pursuant to this Agreement and in connection with the transactions herein contemplated shall regardless of the Closing of the sale of the Offere Secur t es, any subsequent s os t on o the O ere Secur t es by the Purchasers or the term nat on o the ents’ obl at ons un er th s reement or a er o en n on the secon ann ersary o the Closing Date; provided that notwithstandin the ore o n , ( the re resentat ons, warrant es an co enants o the om any conta ne n the Transact on Documents that relate to ta matters, nclu n n connect on with the FT Shares and FT Units, shall continue in full force and effect for the bene t o the ents an the Purchasers or a er o o ays ollow n the e rat on er o , any, ur n wh ch an assessment, reassessment or other orm o reco n e ocument assess n l ab l ty or taxes under applicable tax legislation in res ect o any ta at on year to wh ch those re resentat ons, warrant es an co enants e ten coul be ssue un er the ta le slat on, an ( the ro s ons conta ne n th s reement n any way relate to n emn cat on or contr but on obligations shall cont nue n ull orce an e ect indefinitely.

12. Indemnity and Contribution.

(a) The Company, its subsidiaries or affiliated companies, as the case may be (collectively, the “ Indemnitor a ree to n emn y an hol the ents an /or any o the r affiliates, partners,

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rectors, o cers, sharehol ers, em loyees an a ents (collect ely, the “ Indemnified Parties an n ually an “ Indemnified Party , harmless rom an a a nst any an all e enses, losses (other than loss of profits), fees, claims, costs, actions (including shareholders actions, derivative actions or otherwise), damages or liabilities, whether joint or several (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings or claims) and the reasonable fees and expenses o the r counsel (collect ely, the “ Losses that may be ncurre n a s n w th res ect to an /or defending any claim that may be made against the Indemnified Parties or to which the Indemnified Parties may become subject or otherwise involved in any capacity under any statute or common law or otherwise (collect ely, the “ Claims nso ar as the la ms ar se out o or are base u on, rectly or n rectly, the performance of professional services rendered to the Company by the Indemnified Parties hereunder or otherwise in connection with the matters referred to in this Agreement, whether before or after the date of this Agreement, provided however, that this indemnity shall not apply to the extent a court of competent jurisdiction in a final judgment that has become non-appealable determines that:

• (i) the Indemnified Parties have been grossly negligent or dishonest or have committed any fraudulent act or willful misconduct in the course of such performance; and

• (ii) the Losses as to which indemnification is claimed, were directly caused by the gross negligence, dishonesty, fraud or willful misconduct referred to in clause (i) above.

(b) If for any reason (other than a determination as to any of the events referred to immediately above) the foregoing indemnification is unavailable to an Indemnified Party or is insufficient to hold an Indemnified Party harmless in respect of any Claim, the Indemnitor and the Agents shall contribute to the aggregate of such Losses (except loss of profit or consequential damage) such that the Agents shall be responsible for that portion represented by the percentage that the portion of the Commission received by the Agents bears to the gross proceeds of the Offering and the Indemnitor shall be responsible for the balance, provided that, in no event, shall the Agents be responsible for any amount in excess of the amount of the Commission actually received by it. In the event that the Indemnitor may be entitled to contribution from the Agents under the provisions of any statute or law, the Indemnitor shall be limited to contribution in any amount not exceeding the lesser of the portion of the amount of Losses giving rise to such contribution for which the Agents are responsible and the amount of the Commission received by the Agents in connection with the Offering.

(c) The Indemnitor agrees that in case any Claim shall be brought against the Indemnitor and/or an Indemnified Party by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, or any such authority shall investigate the Indemnitor and/or an Indemnified Party and an Indemnified Party or its personnel shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with or by reason of the performance of professional services rendered to the Indemnitor by the Indemnified Parties hereunder, the Indemnified Parties 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 Indemnified Parties for time spent by personnel in connection therewith) and out-of-pocket expenses incurred by the Indemnified Parties in connection therewith shall be paid by the Indemnitor as they occur.

(d) Promptly after receipt of notice of the commencement of any legal proceeding, investigation or Claim against the Indemnified Parties, which is based, directly or indirectly upon any matter in respect of which indemnification may be sought from the Indemnitor hereunder, the Indemnified Parties will notify the Indemnitor in writing of the commencement thereof and, throughout the course thereof, will provide copies of all relevant documentation to the Indemnitor and, unless the Indemnitor assumes the defence thereof, will keep the Indemnitor advised of all discussions and

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significant actions proposed in respect thereof. However, the failure by the Indemnified Parties to notify the Indemnitor will not relieve the Indemnitor of its obligations to indemnify the Indemnified Parties except only to the extent that any such delay in giving or failure to give notice as herein required materially prejudices the defence of such Claim or results in any material increase in the liability under this indemnity which the Indemnitor would otherwise have under this indemnify had the Agents not so delayed in giving, or failed to give, the notice required hereunder. The Indemnitor shall be entitled, at its own expense, to participate in and, to the extent it may wish to do so, assume the defence of any Claim, provided such defence is conducted by counsel of good standing acceptable to the Agents. Upon the Indemnitor notifying the Indemnified Parties in writing of its election to assume the defence and retaining counsel, the Indemnitor shall not be liable to an Indemnified Party for any legal expenses subsequently incurred by it in connection with such defence. If such defence is assumed by the Indemnitor, the Indemnitor, throughout the course thereof, shall provide copies of all relevant documentation to the Indemnified Parties, shall keep the Indemnified Parties advised of the progress thereof and shall discuss with the Indemnitor all significant actions proposed. Notwithstanding the foregoing paragraph, the Indemnified Parties shall have the right, at the Indemnitor's expense, to employ counsel of the In emn e Part es’ choice, in respect of the defence of any action, suit, proceeding, claim or investigation if: (i) the employment of such counsel has been authorized by the Indemnitor; or (ii) the Indemnitor has not assumed the defence and employed counsel therefor within a reasonable time after receiving notice of such Claim; or (iii) counsel retained by the Indemnitor or the Indemnified Parties have advised the Indemnified Parties that representation of both parties by the same counsel would be inappropriate for any reason, including without limitation because there may be legal defences available to the Indemnified Parties which are different from or in addition to those available to the Indemnitor (in which event and to that extent, the Indemnitor shall not have the right to assume or direct the defence on the In emn e Part es’ behalf) or that there is an actual or potential conflict of interest between the Indemnitor and the Indemnified Parties or between the Indemnified Parties or the subject matter of the Claim may not fall within the indemnity set forth herein (in either of which events the Indemnitor shall not have the right to assume or direct the defence on the Indemnified Parties behalf).

(e) No settlement, compromise, consent to the entry of any judgment, or admission of liability with respect to any legal proceeding or Claims may be made by the Indemnitor or the Indemnified Parties without the prior written consent of the other of them, acting reasonably, as applicable and none of the Indemnitor or Indemnified Parties, as applicable, shall be liable for any settlement of any legal proceedings or Claims unless it has consented in writing to such settlement, such consent not to be unreasonably withheld.

(f) The rights accorded to the Indemnified Parties hereunder shall be in addition to any rights an Indemnified Party may have at common law or otherwise.

(g) The Indemnitor agrees to waive any right the Indemnitor may have of first requiring the Indemnified Party to proceed against or enforce any right, power, remedy, security or claim payment from any other person before claiming under this indemnity. The Indemnitor hereby acknowledges that the ents are act n as trustees or each o the other In emn e Part es o the In emn tor’s co enants under this indemnity and the Agents agree to accept such trust and to hold and enforce such covenants on behalf of such persons.

(h) The indemnity and contribution obligations of the Indemnitor shall be in addition to any liability which the Indemnitor may otherwise have, shall extend upon the same terms and conditions to the Indemnified Parties who are not signatories hereto and shall be binding upon and enure to the benefit of any successors, assigns, heirs and personal representatives of the Company and the Indemnified Parties.

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

14. Notices. Unless otherwise expressly provided in this Agreement, any notice or other commun cat on to be en un er th s reement (a “ notice shall be n wr t n a resse as ollows:

• (a) If to the Company:

Eskay Mining Corp.

22 Adelaide Street West Suite 3600 Toronto, Ontario M5H 4E3

Attention: Hugh M. (Mac) Balkam Email:

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

Gardiner Roberts LLP

Bay Adelaide Centre - East Tower 22 Adelaide St W, Ste. 3600, Vancouver, British Columbia V6C 2T5

Attention: Bill Johnstone Email:

• (b) or if to the Agents:

Echelon Wealth Partners Inc.

1 Adelaide Street East, Suite 2100 Toronto, Ontario M5C 2V9

Attention: Jason Yeung, Managing Director, Investment Banking Email:

Eight Capital

ela e Street West, Su te 2 Toronto, Ontar o M H S3

ttent on: John Sutherland E-ma l:

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

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DLA Piper (Canada) LLP 100 King St W. Suite 6000 Toronto, ON M5X 1E2 Attention: Derek Sigel Email:

or to such other address as any of the parties may designate by notice given to the other party.

Each notice shall be personally delivered to the addressee or sent electronically to the addressee and (i) 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 (ii) a notice which is sent electronically shall be deemed to be given and received on the first Business Day following the day on which it is confirmed to have been sent.

15. Time of the Essence. Time shall, in all respects, be of the essence hereof.

16. Canadian Dollars. All references herein to dollar amounts are to lawful money of Canada unless otherwise indicated.

17. Headings. The headings contained herein are for convenience only and shall not affect the meaning or interpretation hereof.

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

19. Several and Not Joint. In er orm n the r res ect e obl at ons un er th s reement, the ents shall be act n se erally an not jointly or jointly and severally. Nothing in th s reement s nten e to create any relat onsh n the nature o a artnersh , or jo nt enture between the ents.

20. No Fiduciary Duty . The Company hereby acknowledges that the Agents are acting solely as agent in connection with the purchase and sale of the Offered Securities. The Company further acknowledges that the Agents are acting pursuant to a contractual relationship created solely by this reement entere nto on an arm’s len th bas s, an n no e ent o the art es nten that the ents act or be responsible as a fiduciary to the Company, its management, shareholders or creditors or any other person in connection with any activity that the Agents may undertake or have undertaken in furtherance o such urchase an sale o the om any’s securities, either before or after the date hereof. The Agents hereby expressly disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company and the Agents agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Agents to the Company regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the om any’s secur t es, o not const tute a ce or recommen at ons to the om any. The Company and the Agents agree that the Agents are acting solely as agents in connection with the Offering and not as an agents of or fiduciary of the Company and the Agents have not assumed, and will not assume, any advisory responsibility in favour of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Agents have advised or are currently advising the Company on other matters). The Agents and their affiliates may be engaged in a broad range of

• 41 -

transactions that involve interests that differ from those of the Company and the Agents have not provided any legal, accounting, regulatory or tax advice with respect to the Offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

21. Entire Agreement. This Agreement constitutes the only agreement between the parties with respect to the subject matter hereof and shall supersede any and all prior negotiations and understandings including, without limitation, the engagement letters between the Company and Echelon dated as of No ember , 2 2 an No ember 2 , 2 2 n res ect o the O er n (the “ Engagement Letter .

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

23. Governing Law. This Agreement shall be governed by and be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

24. Successors and Assigns. The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Company, the Agents and the Purchasers and their respective executors, heirs, personal representatives, successors and permitted assigns; provided that, except as provided herein or in the Subscription Agreements, this Agreement shall not be assignable by any party without the written consent of the other party.

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

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

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

28. Counterparts, Facsimile and Email. This Agreement may be executed in any number of counterparts and delivered by facsimile or email, each of which so executed and delivered shall constitute an original and all of which taken together shall form one and the same agreement.

[The remainder of this page has been left intentionally blank. Signature page follows.]

• 42 -

If the Company is in agreement with the foregoing terms and conditions, please so indicate by executing a copy of this Agreement where indicated below and delivering the same to the Agents.

ECHELON WEALTH PARTNERS INC.

Per:

"Jason Yeung"

Jason Yeung, Managing Director

EIGHT CAPITAL

Per: "John Sutherland"

John Sutherland, Principal, Managing Director, Investment Banking

The foregoing is hereby accepted on the terms and conditions therein set forth.

DATED as of this ____ day of December, 2020. 11th

ESKAY MINING CORP.

Per	"Hugh M. Balkam"
	Name: Title: Chief Executive Officer Hugh M. Balkam

SCHEDULE “A”

DETAILS OF OUTSTANDING CONVERTIBLE SECURITIES AND RIGHTS TO ACQUIRE SECURITIES

This is Schedule “A” to the agency agreement dated as of December 11, 2020 between the Company and the Agents.

 arrants 5,976,470 at $0.30 expiring June 3, 2022 as to 77 , an June , 2 22 as to ,2 ,47 6,059,444 at . e r n u ust , 2 22 2, 3 , 4

 tions 2 , at . e r n December 23, 2 2 4 , at . e r n February , 2 2 , , at .22 e r n No ember , 2 2 ,7 , at .23 e r n January 3 , 2 23 2 , at .24 e r n February , 2 23 2 , at .2 e r n July 4, 2 23 , 2 , at . e r n March , 2 24 ,3 , at . e r n Se tember 4, 2 24 1,550,000 at $0.135 expirin December , 2 24 3 , at .22 e r n January 7, 2 23 , , at .24 e r n June 24, 2 2 350,000 at .4 e r n July 2 , 2 2 , 2 ,

• Pre-emptive Right of Crescat Precious Metals Master Fund Ltd. pursuant to the Subscription Agreement between the Corporation and Crescat Precious Metals Master Fund Ltd. dated August 19, 2020

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SCHEDULE “B”

VALID TITLE DOCUMENTS

This is Schedule “b” to the agency agreement dated as of December 11, 2020 between the Company and the Agents.

• Right of First Refusal of St. Andrew Goldfields Ltd. pursuant to the November 25, 2016 Joint Venture Agreement between the Corporation and St. Andrew Goldfields Ltd.

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SCHEDULE “C”

COMPLIANCE WITH UNITED STATES SECURITIES LAWS

This is Schedule “C” to the agency agreement dated as of December 11, 2020 between the Company and the Agents.

Capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Agency reement to wh ch th s Sche ule “ s anne e .

The following terms shall have the meanings indicated:

“ Dealer Covered Person means an ent, ts U.S. l ate, or any o the ent’s an the U.S. l ate’s res ect e rectors, e ecut e o cers, eneral artners, mana n members or other officers participating in the Offering, and any person associated with an Agent and its U.S. Affiliate who will receive directly or indirectly, remuneration for solicitation of Purchasers of Securities pursuant to Rule 506(b) of Regulation D;

“ Directed Selling Efforts means “ recte sell n e orts as that term s e ne n ule 2(c o e ulat on S. W thout l m t n the ore o n , but or reater clar ty n th s Sche ule “ , t 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 Units and includes the placement of any advertisement in a publication with a general circulation in the United States that refers to the Offering;

“ Foreign Issuer means “ ore n ssuer as e ne n ule 2(e o e ulat on S;

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

“ Offshore Transaction means an “o shore transact on as that term s e ne n ule 2(h o Regulation S;

“ Regulation D means e ulat on D un er the U.S. Secur t es ct;

“ Regulation S means e ulat on S un er the U.S. Secur t es ct;

“ Substantial U.S. Market Interest means “substant al U.S. market nterest as that term s e ne in Rule 902(j) of Regulation S;

“ U.S. Exchange Act means the Un te States Secur t es E chan e ct o 34, as amen e , an the rules and regulations promulgated thereunder;

“ U.S. Investment Company Act means the Un te States In estment om any ct o 4 , as amended, and the rules and regulations promulgated thereunder; and

“ U.S. Purchaser means any Purchaser that (a rece es or rece e an o er to acqu re the Un ts while in the United States, an (b a Person who was n the Un te States at the t me such Person’s

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buy order was made or the Subscription Agreement pursuant to which it is acquiring Units was executed or delivered.

Representations, Warranties and Covenants of the Agents

Each of the Agents acknowledges that the Units (and any Warrant Shares issuable upon exercise of Unit Warrants) have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Units may not be offered or sold within the United States, except in accordance with an applicable exemption from the registration requirements of the U.S. Securities Act and the qualification requirements of applicable state securities laws.

Each Agent, on behalf of itself and its U.S. Affiliate, if applicable, represents, warrants, covenants and agrees to and with the Company, on the date hereof and on the Closing Date, that:

1. It has not offered or sold, and will not offer or sell, at any time any Units except (a) in Offshore Transactions in compliance with Rule 903 of Regulation S, or (b) in the case of sales through its U.S. Affiliate, to ersons n the Un te States as ro e n th s Sche ule “ . ccor n ly, ne ther the ent, ts a l ates (including the U.S. Affiliate) nor any person acting on any of their behalf, has made or will make (except as permitted herein): (i) any offer to sell, or any solicitation of an offer to buy, any Units to any person in the United States, (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 or the Agent, its affiliates (including the U.S. Affiliate) or any person acting on any of their behalf, reasonably believed that such Purchaser was outside the United States, or (iii) any Directed Selling Efforts.

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 affiliates or the U.S. Affiliate, any selling group member or with the prior written consent of the Company; provided, that all sales offers and sales described in Section 1(i) or (ii) of this Sche ule “ shall be ma e throu h the U.S. l ate. The ent shall requ re the U.S. l ate, applicable, to agree, and each selling group member to agree, for the benefit of the Company, to comply with, and shall use its commercially reasonable best efforts to ensure that the U.S. Affiliate and each selling group member complies with, the same provisions o th s Sche ule “ as a ly to the ent as such ro s ons applied to the U.S. Affiliate and such selling group member.

3. All offers of Units that have been or will be made by it in the United States, have been or will be made by the Agent through the U.S. Affiliate and in compliance with all applicable U.S. federal and state brokerdealer requirements. The U.S. Affiliate is duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and under the securities laws of each state in which such offers and sales were or will be ma e (unless e em te rom the res ect e state’s broker-dealer registration requirements), and a member in good standing with the Financial Industry Regulatory Authority, Inc.

4. None of it, its affiliates (including the U.S. Affiliate), or any person acting on any of their behalf has utilized, and none of such persons will utilize, any form of General Solicitation or General Advertising in connection with the offer and sale of the Units in the United States, or has offered or will offer any Units in any manner involving a public offering in the United States within the meaning of Section 4(a)(2) of the U.S. Securities Act.

5. Immediately prior to soliciting U.S. Purchasers, the Agent, its affiliates (including the U.S. Affiliate), and any person acting on any of their behalf had reasonable grounds to believe and did believe that each offeree was either a QIB or an U.S. Accredited Investor, and at the time of completion of each sale by the Company to a person in the United States, the Agent, its affiliates (including the U.S. Affiliate), and any person acting on any of their behalf will have reasonable grounds to believe and will believe, that each Purchaser purchasing the Units from the Company is either a QIB or an U.S. Accredited Investor.

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1. All offerees of the Units in the United States solicited by it shall be informed that the Units (and any Warrant Shares issuable upon exercise of the Unit Warrants) have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States and that the Units are being offered and sold to such U.S. Purchasers in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D or another exemption from the registration requirements of the U.S. Securities Act, and similar exemptions for private offerings under applicable state securities laws.

2. It agrees to deliver, through the U.S. Affiliate, to each person in the United States to whom it offers to sell or from whom it solicits any offer to buy the Units the form of Unit Subscription Agreement. No other written material will be used in connection with the offer or sale of the Units in the United States.

3. Prior to completion of any sale of Units in the United States, each such U.S. Purchaser thereof must be either a QIB or an U.S. Accredited Investor and must provide to the Agent, or the U.S. Affiliate, a completed Unit Subscription Agreement, including any applicable schedules to the Unit Subscription Agreement, and shall provide the Company with copies of all such completed and executed agreements for acceptance by the Company.

4. At least two Business Days prior to the Closing Date, it will provide the Company and its counsel with a list of all U.S. Purchasers.

5. None of the Agent, its affiliates (including the 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 Unit Offering.

6. At the Closing, the Agent will, together with the U.S. Affiliate, provide a certificate, substantially in the orm o nne I to th s Sche ule “ , relat n to the manner o the o er an sale o the Un ts n the United States. Failure to deliver such a certificate shall constitute a representation by such Agent and such U.S. Affiliate that neither it nor anyone acting on its behalf has offered or sold Units to U.S. Purchasers.

7. In addition to the foregoing, each Agent that has offered or sold any Units in the United States pursuant to Rule 506(b) of Regulation D, together with its U.S. Affiliate, represents and agrees that:

8. (a) no Dealer Covered Person is subject to any Disqualification Event except for a Disqualification Event (i) covered by Rule 506(d)(2)(i) of Regulation D and (ii) a description of which has been furnished in writing to the Company prior to the date hereof or, in the case of a Disqualification Event occurring after the date hereof, prior to the Closing Date. Neither the Agent nor the U.S. Affiliate has paid or will pay, nor is the Agent aware of any other person that has paid or will pay, directly or indirectly, any remuneration to any person (other than the Dealer Covered Persons) for solicitation of Purchasers of Regulation D Securities;

9. (b) the Agent, its U.S. Affiliate, their respective affiliates and any person acting on its or their behalf are not aware of any person other than a Dealer Covered Person that has been or will be paid (directly or indirectly) remuneration for solicitation of Purchasers in connection with the sale of any Securities pursuant to Rule 506(b) of Regulation D. The Agent and its U.S. Affiliate will notify the Company, prior to the Closing Date of any agreement entered into between them and any such person in connection with such sale; and

10. (c) the Agent and its U.S. Affiliate will notify the Company, in writing, prior to the Closing Date, of (i) any Disqualification Event relating to any Dealer Covered Person not previously disclosed to the Company in accordance with Section 12(a) above, and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Dealer Covered Person.

C-5

Representations, Warranties and Covenants of the Company

The Company represents, warrants, covenants and agrees as at the date hereof and as at the Closing Date that:

1. The Company is, and at the Closing Date will be, a Foreign Issuer with no Substantial U.S. Market Interest in the Common Shares.

2. The Company is not, and following the application of the proceeds from the sale of the Units will not be, re stere or requ re to be re stere as an “ n estment com any (as such term s e ne n the U.S. Investment Company Act) under the U.S. Investment Company Act.

3. The offer and sale of the Units in the United States by the U.S. Affiliate is not prohibited pursuant to an order issued pursuant to Section 12(j) of the U.S. Exchange Act.

4. Except with respect to sales to U.S. Accredited Investors or QIBs solicited by the U.S. Affiliate in reliance upon the exemption from registration available under Rule 506(b) of Regulation D or another exemption from registration, none of the Company, its affiliates, or any person acting on any of their behalf (other than the Agent, the U.S. Affiliate, their respective affiliates or any person acting on any of their behalf, in respect of which no representation, warranty, covenant or agreement is made), has made or will make: (a) any offer to sell, or any solicitation of an offer to buy, any Units to a person in the United States; or (b) any sale of Units unless, at the time the buy order was or will have been originated, (i) the Purchaser is outside the United States or (ii) the Company, its affiliates, and any person acting on any of their behalf reasonably believes that the Purchaser is outside the United States.

5. None of the Company or any of its affiliates or any persons acting on any of their behalf (other than the Agent, the U.S. Affiliate, their respective affiliates, or any person acting on any of their behalf, in respect of which no representation, warranty, covenant or agreement is made) has offered or sold, or will offer or sell (i) any of the Units in the United States, except for offers made through the Agent and the U.S. Affiliate, if applicable, and sales by the Company in reliance on the exemption from registration under the U.S. Securities Act provided by Section 4(a)(2) of the U.S. Securities Act; or (ii) any of the Units outside the United States, except for offers and sale made in Offshore Transactions in accordance with Rule 903 of Regulation S.

6. None of the Company or any of its affiliates or any persons acting on any of their behalf (other than the Agent, the U.S. Affiliate, their respective affiliates, or any person acting on any of their behalf, in respect of which no representation, warranty, covenant or agreement is made) (i) has engaged or will engage in any Directed Selling Efforts or (ii) has taken or will take any action that would cause the exemptions afforded by Section 4(a)(2) of and Rule 506(b) of Regulation D promulgated pursuant to the U.S. Securities Act to be una a lable or o ers an sales o Un ts n the Un te States n accor ance w th th s Sche ule “ , or the exclusion from registration afforded by Rule 903 of Regulation S to be unavailable for offers and sales of the Units in Offshore Transactions in accordance with the Agency Agreement.

7. None of the Company, its affiliates 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.

8. For each year that the om any eterm nes that t s a “ ass e ore n n estment com any (“ PFIC w th n the mean n o Sect on 2 7 o the U.S. Internal e enue o e o , as amen e (the “ Code , the om any shall provide to U.S. Purchasers upon their written request the annual information requ re or such hol ers to enable them to make a “ ual e Elect n Fun elect on ursuant to Sect on 1295 of the Code as soon as reasonably practicable following each taxable year of the Company (but in no event later than 75 days following the end of each such taxable year or the date of such written request, whichever is later).

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General

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

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ANNEX I T SCHEDULE “C” AGENT’S CERTIFICATE

In connection with the private placement in the United States of Units of the Company pursuant to the Agency Agreement, the undersigned Agent and [  ], its U.S. Affiliate, do hereby certify as follows:

• (a) the Units have been offered and sold by us in the United States only by the U.S. Affiliate which was on the dates of such offers and sales, and is on the date hereof, duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act, and under the securities laws of each state in which such offers and sales were made (unless e em te rom the res ect e state’s broker-dealer registration requirements) and was and is a member in good standing with the Financial Industry Regulatory Authority, Inc.;

• (b) immediately prior to transmitting the form of Unit Subscription Agreement to offerees in the United States, we had reasonable grounds to believe and did believe that each such person was either a QIB or an U.S. Accredited Investor, and we continue to believe that each U.S. Purchaser that we have arranged is either a QIB or an U.S. Accredited Investor on the date hereof;

• (c) all offers and sales of the Units by us in the United States have been effected in accordance with all applicable U.S. federal and state broker-dealer requirements;

• (d) no form of General Solicitation or General Advertising was used by us in connection with the offer and sale of the Units in the United States and we have not offered and will not offer any Units in any manner involving a public offering in the United States within the meaning of Section 4(a)(2) of the U.S. Securities Act;

• (e) prior to any sale of Units to a person in the United States that is either a QIB or an U.S. Accredited Investor, we caused such person to execute a Subscription Agreement in the form agreed to by the Company and the Agent, including any applicable schedules to the Subscription Agreement;

• (f) 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 offer and sale of the Units;

• (g) no form of Directed Selling Efforts was made by us regarding the Securities;

• (h) no Dealer Covered Person is subject to disqualifications under Rule 506(d) of Regulation D; and

• (i) the offering of the Units has been conducted by us in accordance with the terms of the Agency reement, nclu n Sche ule “ attache thereto.

Terms used in this certificate have the meanings given to them in the Agency Agreement (including Schedule “ attache thereto unless e ne herein.

DATED as of this ______ day of December, 2020.

[NAME OF AGENT]

[NAME OF U.S. AFFILIATE]

By:

Authorized Signing Officer

By:

Authorized Signing Officer

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