GT RESOURCES INC. - Capital/Financing Update 2021

Execution Version

UNDERWRITING AGREEMENT

January 26, 2021

Palladium One Mining Inc. Suite 550 - 800 West Pender St. Vancouver, BC V6C 2V6

Attention: Derrick Weyrauch, President and CEO

Dear Sir:

The undersigned, Sprott Capital Partners LP (“ Sprott ” or the “ Lead Underwriter ”) and Mackie Research Capital Corp. (collectively with Sprott, the “ Underwriters ” and each individually, an “ Underwriter ”) hereby offer to purchase on a “bought deal” basis, severally, and not jointly, nor jointly and severally, in their respective proportions set forth in section 13 of this Agreement (as defined herein), from Palladium One Mining Inc. (the “ Corporation ”), 43,100,000 units of the Corporation (the “ Units ”) at a price of $0.29 per Unit (the “ Unit Offering Price ”), for aggregate gross proceeds to the Corporation of $12,499,000 (the “ Public Offering ”). Each Unit consists of one Common Share (as defined below) (a “ Unit Share ”) and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a “ Warrant ”). Each Warrant entitles the holder to purchase one Common Share (each a “ Warrant Share ”) at an exercise price of $0.45 per Common Share, subject to adjustments, for a period of 24 months following the Closing Date (as defined herein). The description of the Warrants herein is a summary only and is subject to the specific attributes and detailed provisions of the Warrants set forth in the Warrant Indenture (as defined herein). In the case of any inconsistency between the description of the Warrants in this Agreement and their terms and conditions set forth in the Warrant Indenture, the provisions of the Warrant Indenture shall govern.

Concurrently with the Public Offering, the Corporation will issue, on a “bought deal” private placement basis, an aggregate of: (i) 1,500,000 flow-through units of the Corporation (“ FT Units ”) at a price of $0.34 per FT Unit (“ FT Unit Offering Price ”), for aggregate gross proceeds to the Corporation of $510,000; and (ii) 5,000,000 charity flow-through units of the Corporation (the “ Charity FT Units ”) at a price of $0.40 per Charity FT Unit (“ Charity FT Unit Offering Price ”), for aggregate gross proceeds to the Corporation of $2,000,000 (the “ Concurrent Private Placement ” and, together with the Public Offering, the “ Offering ”). Each FT Unit consists of one Common Share (a “ FT Unit Share ”) and one-half of one Warrant (a “ FT Unit Warrant ”), each of which will qualify as a “flow-through share” as defined by subsection 66(15) of the Tax Act (as defined herein). Each Charity FT Unit consists of one Common Share (a “ Charity FT Unit Share ”) and one-half of one Warrant (a “ Charity FT Unit Warrant ”), each of which will qualify as a “flow-through share” as defined in subsection 66(15) of the Tax Act.

The Underwriters understand that the Corporation intends to allocate: (i) $0.289 of the Unit Offering Price as consideration for the issue of each Unit Share and $0.001 of the Unit Offering Price as consideration for the issue of each Warrant; (ii) $0.339 of the FT Unit Offering Price as consideration for the issue of each FT Unit Share and $0.001 of the FT Unit Offering Price as consideration for the issue of each FT Unit Warrant; and (iii) $0.399 of the Charity FT Unit Offering Price as consideration for the issue of each Charity FT Unit Share and $0.001 of the Charity FT Unit Offering Price as consideration for the issue of each Charity FT Unit Warrant.

The Units, FT Units and the Charity FT Units shall be collectively referred to as “ Offered Securities ”.

In consideration of the services to be rendered by the Underwriters in connection with the Offering, the Corporation shall pay to the Underwriters at Closing (as defined herein) a cash commission (the

“ Underwriting Fee ”) equal to 6% of the gross proceeds realized by the Corporation in respect of the sales of the Offered Securities. The Corporation also agrees to issue to the Underwriters non-transferable broker warrants equal to 6% of the number of Units sold pursuant to the Public Offering (the “ Broker Warrants ”). Each Broker Warrant shall entitle the holder to purchase one Broker Warrant Share (as defined herein) at the Unit Offering Price for a period of 24 months following the Closing Date.

The Prospectuses (as defined herein) do not qualify any securities issued under the Concurrent Private Placement. The FT Units and the Charity FT Units to be issued under the Concurrent Private Placement will be subject to a statutory hold period lasting four months and one day following the closing of the Concurrent Private Placement. The Corporation agrees to issue to the Underwriters such number of nontransferable broker warrants (the “ Private Placement Broker Warrants ”) equal to 6% of the FT Units and Charity FT Units sold pursuant to the Concurrent Private Placement. Each Private Placement Broker Warrant is exercisable to acquire one Broker Warrant Share at the FT Unit Offering Price and the Charity FT Unit Offering Price, as applicable, for a period of 24 months following the Closing Date.

INTERPRETATION

Unless expressly provided otherwise, when used in this Agreement or any schedule hereto, the following terms shall have the following meanings, respectively:

“ Accredited Investor ” means any person who comes within any of the categories set forth in Rule 501(a) of Regulation D under the U.S. Securities Act;

“ Agreement ” means the agreement resulting from the acceptance hereof by the Corporation of the offer made by the Underwriters hereby, including all schedules hereto, as amended or supplemented from time to time;

“ Affiliates ” means the affiliates of the Underwriters;

“ Ancillary Documents ” means all agreements, certificates (including any certificates representing the Offered Securities and officer’s certificates), notices and other documents executed and delivered, or to be executed and delivered, by the Corporation in connection with the Offering and pursuant to this Agreement;

“ Broker Warrants ” has the meaning ascribed thereto in the second page of this Agreement;

“ Broker Warrant Certificates ” means, collectively, the certificates representing the Broker Warrants and the Private Placement Broker Warrants, which contain the terms and conditions of the Broker Warrants and the Private Placement Broker Warrants;

“ Broker Warrant Shares ” means, collectively, the Common Shares issuable upon exercise of the Broker Warrants and the Private Placement Broker Warrants; each, a “ Broker Warrant Share ”;

“ Business Day ” means any day except Saturday, Sunday or a statutory holiday in Toronto, Ontario or Vancouver, British Columbia;

“ Canadian Securities Laws ” means, collectively, all applicable securities laws in each of the Qualifying Jurisdictions and the respective rules and 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 the rules of the Exchange, as applicable;

“ CEE ” means expenses of the type described within paragraph (f) of the definition of “Canadian exploration expense” in subsection 66.1(6) of the Tax Act or which would be included in paragraph (h) of

such definition if the reference therein to “paragraphs (a) to (d) and (f) to (g.4)” were read as “paragraph (f)”, excluding amounts which are prescribed to constitute “Canadian exploration and development overhead expense” for purposes of paragraph 66(12.6)(b) of the Tax Act, CEE to the extent of the amount of any assistance described in paragraph 66(12.6)(a) of the Tax Act, the cost of acquiring or obtaining the use of seismic data described in paragraph 66(12.6)(b.1) of the Tax Act or any expense for prepaid services or prepaid rent that do not qualify as outlays and expenses for the period as described in the definition of the term “expense” in subsection 66(15) of the Tax Act;

“ Charity FT Units ” has the meaning ascribed thereto in the first page of this Agreement;

“ Charity FT Unit Offering Price ” has the meaning ascribed thereto in the first page of this Agreement;

“ Charity FT Unit Share ” has the meaning ascribed thereto in the first page of this Agreement;

“ Charity FT Unit Warrant ” has the meaning ascribed thereto in the first page of this Agreement;

“ Claims ” has the meaning ascribed thereto in subsection 14(a);

“ Closing ” means the completion of the issue and sale by the Corporation of the Offered Securities pursuant to this Agreement and the Flow-Through Subscription Agreements;

“ Closing Date ” has the meaning ascribed thereto in subsection 11(a);

“ Closing Time ” means 8:00 a.m. (Toronto time) or such other time as may be agreed to in writing by the Corporation and the Lead Underwriter on the Closing Date,

“ Commissions ” means the securities regulatory bodies (other than stock exchanges) of the Qualifying Jurisdictions and “ Commission ” means the securities regulatory body of a specified Qualifying Jurisdiction;

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

“ Concurrent Private Placement ” has the meaning ascribed thereto in the first page of this Agreement;

“ Corporation ” has the meaning ascribed thereto in the first page of this Agreement;

“ COVID-19 Outbreak ” means the novel coronavirus disease outbreak;

“ CRA ” means the Canada Revenue Agency;

“ Documents Incorporated by Reference ” means all financial statements, related management’s discussion and analysis, management information circulars, annual information forms, material change reports, business acquisition reports, marketing materials or other documents filed by the Corporation on SEDAR, whether before or after the date of this Agreement, that are or are deemed to be incorporated by reference into the Prospectuses in accordance with Canadian Securities Laws;

“ Disclosure Documents ” means, collectively, all of the documents that have been filed by or on behalf of the Corporation or the Subsidiaries with the relevant securities regulatory authorities pursuant to the requirements of Canadian Securities Laws, including all material change reports, press releases, technical reports and financial statements of the Corporation;

“ Eligible Ontario Exploration Expenditure ” means an expenditure that is an “eligible Ontario exploration expenditure” as defined in subsection 103(4) of the Taxation Act, 2007 (Ontario);

“ Environmental Laws ” has the meaning ascribed thereto in subsection 6(qq);

“ Environmental Permits ” has the meaning ascribed thereto in subsection 6(rr);

“ Exchange ” means the TSX Venture Exchange;

“ Expenditure Period” means the period commencing on the Closing Date and ending on the earlier of: (i) the date on which the Flow-Through Commitment Amount has been fully expended in accordance with the terms of the Flow-Through Subscription Agreements; and (ii) the Termination Date;

“ Final Prospectus ” means the final short form prospectus of the Corporation to be prepared and filed with the Commissions for the purpose of qualifying the distribution of the Units in the Qualifying Jurisdictions, including all Documents Incorporated by Reference and any Supplementary Material;

“ Final Receipt ” means the receipt issued by the British Columbia Securities Commission, as principal regulator under NP 11-202, evidencing that a receipt has been, or has been deemed to be, issued for the Final Prospectus in each of the Qualifying Jurisdictions;

“ Financial Statements ” means (i) the audited consolidated financial statements of the Corporation for the years ended December 31, 2019 and 2018; and (ii) the unaudited condensed consolidated interim financial statements of the Corporation for the nine months ended September 30, 2020 and 2019;

“ Flow-Through Commitment Amount ” means the aggregate subscription price paid by the Purchasers on a Closing Date for the subscription of the FT Units and/or Charity FT Units;

“ Flow-Through Mining Expenditure ” means an expense which qualifies, once renounced by the Corporation pursuant to the Tax Act to a Flow-Through Purchaser who is an individual (other than a trust or estate), as a “flow-through mining expenditure” of the Flow-Through Purchaser as defined in subsection 127(9) of the Tax Act;

“ Flow-Through Purchasers ” means those Purchasers that have purchased FT Units and/or Charity FT Units;

“ Flow-Through Subscription Agreements ” means, collectively, the agreements entered into between the Corporation and the Flow-Through Purchasers on or prior to a Closing Date setting out the contractual relationship between the Corporation and the Flow-Through Purchasers, in respect of the securities to be issued as “flow-through shares” as defined in subsection 66(15) of the Tax Act, in form and substance satisfactory to the Corporation and the Underwriters, each acting reasonably;

“ Follow-On Transactions ” has the meaning ascribed thereto in subsection 5(i)(i);

“ FT Units ” has the meaning ascribed thereto in the first page of this Agreement;

“ FT Unit Offering Price ” has the meaning ascribed thereto in the first page of this Agreement;

“ FT Unit Share ” has the meaning ascribed thereto in the first page of this Agreement;

“ FT Unit Warrant ” has the meaning ascribed thereto in the first page of this Agreement;

“ Hazardous Substances ” has the meaning ascribed thereto in subsection 6(qq);

“ IFRS ” means International Financial Reporting Standards;

“ Indemnified Parties ” or “ Indemnified Party ” has the meaning ascribed thereto in subsection 14(a);

“ knowledge ” means, as it pertains to the Corporation, the actual knowledge of the executive officers of the Corporation in office as at the date of this Agreement, together with the knowledge which they would have had if they had conducted a diligent inquiry into the relevant subject matter;

“ Lead Underwriter ” has the meaning ascribed thereto in the first page of this Agreement;

“ Marketing Documents ” means the term sheet for the Offerings dated January 20, 2021 as incorporated by reference into the Prospectuses and such other template versions of any marketing materials that may be utilized by the Underwriters in connection with the Offerings that are required to be filed with the Commissions in accordance with NI 41-101;

“ marketing materials ” has the meaning ascribed thereto in NI 41-101;

“ material adverse change ” or “ material adverse effect ” means any change or effect on the Corporation or its business that is or is reasonably likely to be materially adverse to the results of operations, financial condition, assets, properties, capital, liabilities (contingent or otherwise), cash flow, income or business operations of the Corporation and its business, taken as a whole, after giving effect to this Agreement and the transactions contemplated hereby or that is or is reasonably likely to be materially adverse to the completion of the transactions contemplated by this Agreement;

“ Material Agreement ” means any material mortgage (or other form of material indebtedness), note, indenture, contract, agreement (written or oral), instrument, lease or other document to which the Corporation is a party or by which the Corporation or a material portion of the assets of the Corporation is bound;

“ material fact ” means a material fact for the purposes of the Canadian Securities Laws or any of them or where undefined under the Canadian Securities Laws of a jurisdiction means a fact that significantly affects, or would reasonably be expected to have a significant effect on, the market price or value of the Corporation’s securities;

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

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

“ NI 43-101 Report ” means the updated technical report titled “Technical Report for the Kaukua Deposit, Läntinen Koillismaa Project, Finland” dated January 15, 2021;

“ NI 45-106 ” means National Instrument 45-106 – Prospectus Exemptions ;

“ NP 11-202 ” means National Policy 11-202 – Process for Prospectus Reviews in Multiple Jurisdictions;

“ Offered Securities ” has the meaning ascribed thereto in the first paragraph of this Agreement;

“ Offering ” has the meaning ascribed thereto in the first paragraph of this Agreement;

“ Offering Documents ” means, collectively, the Preliminary Prospectus, the Final Prospectus, the U.S. Private Placement Memorandum, any Supplementary Material and any amendment thereto;

“ Permits ” has the meaning ascribed thereto in subsection 6(xx);

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

“ Preliminary Prospectus ” means the preliminary short form prospectus of the Corporation dated the date hereof and filed with the Commissions, including all Documents Incorporated by Reference and any Supplementary Material;

“ Preliminary Receipt ” means the receipt issued by the British Columbia Securities Commission, as principal regulator under NP 11-202, evidencing that a receipt has been, or has been deemed to be, issued for the Preliminary Prospectus in each of the Qualifying Jurisdictions;

“ Prescribed Forms ” mean the forms prescribed from time to time under subsection 66(12.7) of the Tax Act filed or to be filed by the Corporation within the prescribed times renouncing to the Flow-Through Purchasers the Qualifying Expenditure, and all parts or copies of such forms required by the CRA, to be delivered to the Flow-Through Purchasers;

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

“ Private Placement Broker Warrants ” has the meaning ascribed thereto in the second page of this Agreement;

“ Private Placement Exemption ” means the “accredited investor” exemption under section 2.3 of NI 45106 or Section 73(3) of the Securities Act (Ontario), as the case may be;

“ Project Rights ” has the meaning ascribed thereto in subsection 6(ww);

“ Properties ” means all mineral properties in which the Corporation or any of the Subsidiaries has a direct or indirect ownership interest, including, without limitation, the Läntinen Koillismaa (“LK”) PGE-Cu-Ni and Kostonjarvi (“KS”) Cu-Ni-PGE projects, located in North-Central Finland and the Tyko Ni-Cu-PGE and Disraeli PGE-Ni-Cu projects, near Thunder Bay, Ontario, Canada;

“ Prospectuses ” means, collectively, the Preliminary Prospectus and the Final Prospectus;

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

“ Public Offering Documents ” means, collectively, the Prospectuses and any Supplementary Material;

“ Purchasers ” means the persons who, as purchasers, acquire the Units, FT Units and/or Charity FT Units;

“ QIB ” means a “qualified institutional buyer” as such term is defined in Rule 144A under the U.S. Securities Act;

“ Qualifying Expenditures ” means expenses which are CEE, incurred by the Corporation on or after the Closing Date and on or before the Termination Date which may be renounced by the Corporation pursuant to subsection 66(12.6) or 66(12.66) of the Tax Act with an effective date not later than December 31, 2021 and in respect of which, but for the renunciation, the Corporation would be entitled to a deduction from income for income tax purposes, and on the date it is renounced is a (i) Flow-Through Mining Expenditure and (ii) an Eligible Ontario Exploration Expenditure in the case of a subscriber who is an individual, or, where the subscriber is a partnership, of any member of the subscriber, (other than a trust) that is resident

in the Province of Ontario on the last day of the taxation year (and who is not bankrupt at any time in the taxation year, unless the individual is granted an absolute discharge from bankruptcy before the end of the year);

“ Qualifying Jurisdictions ” has the meaning ascribed thereto in subsection 5(c);

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

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

“ SEC ” means the U.S. Securities and Exchange Commission;

“ Securities Laws ” means all applicable securities laws, rules, regulations, policies and other instruments promulgated by the securities regulators or other securities regulatory authorities in each of the Qualifying Jurisdictions, the United States and the other jurisdictions in which the Offered Securities are offered or sold, including Canadian Securities Laws and U.S. Securities Laws;

“ Selling Group ” has the meaning ascribed thereto in subsection 5(f);

“ Subsidiaries ” means Tyko Resources Inc. and Nortec Mineral Oy;

“ Subsequent Disclosure Documents ” means any financial statements, management’s discussion and analysis, management information circulars, annual information forms, material change reports, marketing materials or other documents issued or approved by the Corporation after the date of this Agreement that are required to be incorporated by reference in any Offering Document;

“ Supplementary Material ” means any documents supplemental to the Prospectuses, including any amending or supplementary prospectus or other supplemental documents (including documents incorporated by reference after the date of the Preliminary Prospectus) or similar documents;

“ Tax Act ” means the Income Tax Act (Canada), together with all regulations promulgated thereunder, and including all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof;

“ template version ” has the meaning ascribed thereto in NI 41-101;

“ Termination Date ” means December 31, 2022;

“ Transaction Documents ” means, collectively, this Agreement, the Public Offering Documents, the Warrant Indenture, the Flow-Through Subscription Agreements and the Broker Warrant Certificates;

“ Transfer Agent ” means Computershare Investor Services Inc., the registrar and transfer agent of the Corporation;

“ Underwriter FT Units / Charitable FT Units ” means any FT Units and/or Charitable FT Units that are acquired by an Underwriter as principal;

“ Underwriter Information ” has the meaning ascribed thereto in subsection 3(c)(i);

“ Underwriters ” has the meaning ascribed thereto in the first page of this Agreement;

“ Underwriting Fee ” has the meaning ascribed thereto in the first page of this Agreement;

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

“ Unit ” means one unit of the Corporation comprised of one Unit Share and one-half of one Warrant;

“ Unit Share ” has the meaning ascribed thereto in the first page of this Agreement;

“ Unit Offering Price ” has the meaning ascribed thereto in the first page of this Agreement;

“ U.S. Affiliates ” means the U.S. registered broker-dealer affiliates of the Underwriters;

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

“ U.S. Private Placement Memorandum ” means the U.S. private placement memorandum, in a form satisfactory to the Underwriters and the Corporation, acting reasonably, the preliminary version of which will be attached to the Preliminary Prospectus and the final version of which will be attached to the Final Prospectus, to be delivered to each offeree and Purchaser of Units in the United States in accordance with Schedule “A”;

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

“ U.S. Purchaser ” means any Purchaser of Units that is (a) a U.S. Person or in the United States, (b) a person purchasing Units on behalf of, or for the account or benefit of, any U.S. Person or any person in the United States, (c) a person who receives or received an offer to acquire the Units while in the United States, or (d) a person who was in the United States at the time such person’s buy order was made or the Non-FT Subscription Agreement pursuant to which it is acquiring Units was executed or delivered

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

“ U.S. Securities Laws ” means all applicable securities laws in the United States, including the U.S. Securities Act, the U.S. Exchange Act and the rules and regulations promulgated thereunder, and any applicable state securities laws;

“ Warrant ” has the meaning ascribed thereto in the first page of this Agreement;

“ Warrant Indenture ” means the warrant indenture pursuant to which the Warrants will be created and issued dated as of the Closing Date and entered into between the Corporation and Computershare Trust Company of Canada; and

“ Warrant Share ” has the meaning ascribed thereto in the first page of this Agreement.

Unless otherwise expressly provided in this Agreement, words importing only the singular number include the plural and vice versa and words importing gender include all genders. References to “Sections”, “subsections” or “clauses” are to the appropriate section, subsection or clause of this Agreement, and references herein to any agreement or instrument, including this Agreement, are deemed to be references to the agreement or instrument as varied, amended, modified, supplemented or replaced from time to time, and any specific references herein to any legislation or enactment are deemed to be references to such legislation or enactment as the same may be amended or replaced from time to time. References to “including” shall mean “including, without limitation”.

Unless otherwise expressly provided, all amounts expressed herein in terms of money refer to lawful currency of Canada and all payments to be made hereunder shall be made in such currency.

If any provision of this Agreement shall be adjudged by a competent authority to be invalid or for any reason unenforceable, such invalidity or unenforceability shall not affect the validity, enforceability or operation of any other provision herein.

The following are the schedules attached to this Agreement, which schedules are deemed to be a part hereof and are hereby incorporated by reference herein:

Schedule “A” – Compliance with United States Securities Laws

Schedule “B” – List of Convertible Securities

TERMS AND CONDITIONS

1. Compliance with Canadian Securities Laws and Certain Obligations of the Corporation

The Corporation shall:

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file the Preliminary Prospectus on the date hereof and obtain the Preliminary Receipt; and

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use commercially reasonable efforts to promptly resolve all comments received or deficiencies raised by the Commissions in respect of the Preliminary Prospectus and file the Final Prospectus and obtain a Final Receipt as soon as possible after such regulatory comments and deficiencies have been resolved.

2. Due Diligence

Prior to the delivery or filing of the Public Offering Documents and thereafter, during the period of distribution of the Units, the Corporation shall have allowed the Underwriters to participate fully in the preparation of, and to approve the form and content of, such Public Offering Documents and shall have allowed the Underwriters to conduct all due diligence investigations which they may reasonably require in order to fulfill their obligations as underwriters and in order to enable them to execute the certificate required to be executed by them in the Prospectuses. Without limiting the generality of the foregoing, the Corporation will make available its directors, senior management, advisors, technical consultants, auditors and legal counsel to answer any questions which the Underwriters may have and to participate in one or more due diligence sessions to be held prior to Closing and prior to filing the Prospectuses or any Supplementary Material thereto.

3. Deliveries on Filing and Related Matters

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The Corporation shall deliver to the Underwriters:

(i) concurrently with the filing thereof, a copy of the Preliminary Prospectus in the English language signed and certified by the Corporation as required by Canadian Securities Laws;
(ii) concurrently with the filing thereof, a copy of the Final Prospectus in the English language signed and certified by the Corporation as required by Canadian Securities Laws;
(iii) concurrently with the filing thereof, a copy of any Supplementary Material required to be filed by the Corporation in compliance with Canadian Securities Laws;
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(iv) concurrently with the filing of the Final Prospectus with the Commissions, a copy of the final U.S. Private Placement Memorandum;
(v) concurrently with the filing of the Final Prospectus with the Commissions, a long form comfort letter dated the date of the Final Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors of the Corporation from the Corporation’s auditors with respect to financial and accounting information relating to the Corporation contained in the Final Prospectus, which letter shall be based on a review by the Corporation’s auditors within a cut-off date of not more than two Business Days prior to the date of the letter and which letter shall be in addition to the auditors’ consent letter addressed to the Commissions; and
(vi) prior to the filing of the Final Prospectus with the Commissions, copies of correspondence indicating that the application for the listing and posting for trading on the Exchange of the Unit Shares, FT Unit Shares, Charity FT Unit Shares, Warrant Shares and Broker Warrant Shares has been approved subject only to satisfaction by the Corporation of certain standard post-closing conditions imposed by the Exchange.

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The Corporation shall also prepare and deliver promptly to the Underwriters copies of all Supplementary Material and of all Subsequent Disclosure Documents, signed and certified as applicable. Concurrently with the delivery of any Supplementary Material or filing by the Corporation of any Subsequent Disclosure Document, the Corporation shall deliver to the Underwriters, with respect to such Supplementary Material or Subsequent Disclosure Document, documents substantially similar to those referred to in subsections 3(a)(iv) and 3(a)(v).
Delivery of the Marketing Documents and any Offering Document by the Corporation shall constitute the representation and warranty of the Corporation to the Underwriters that, as at their respective dates of filing:
(i) all information and statements (except information and statements relating solely to the Underwriters and provided by the Underwriters in writing expressly for inclusion therein (the “ Underwriter Information ”)) contained and incorporated by reference in the Marketing Documents and the Offering Document, as the case may be, are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Securities, as required by Canadian Securities Laws;
(ii) no material fact or information has been omitted therefrom (except the Underwriter Information) which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and
(iii) except with respect to the Underwriter Information, such document complies with the requirements of applicable Securities Laws.

Such deliveries of an Offering Document shall also constitute the Corporation’s consent to the Underwriters’ use of such Offering Document in connection with the distribution of the Units in compliance with this Agreement and the applicable Securities Laws unless otherwise advised in writing.

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The Corporation shall cause commercial copies of the Preliminary Prospectus, Final Prospectus, the preliminary and/or final U.S. Private Placement Memorandum and any Supplementary Material to be delivered to the Underwriters without charge, in such numbers and in such cities in the Qualifying Jurisdictions and the United States as the Underwriters may reasonably request by instructions to the Corporation’s commercial printer of the Preliminary Prospectus, Final Prospectus, the preliminary and/or final U.S. Private Placement Memorandum and any Supplementary Material given forthwith after the Underwriters have been advised that the Corporation has obtained the Preliminary Receipt or Final Receipt, as applicable. Such delivery shall be effected as soon as possible and, in any event, with respect to delivery in cities in the Qualifying Jurisdictions, on or before a date which is one Business Day after obtaining such receipt in the Qualifying Jurisdictions with respect to the Final Prospectus, the final U.S. Private Placement Memorandum, and on or before a date which is two Business Days after the Commissions issue receipts or accept for filing, as the case may be, of any Supplementary Material.
During the period commencing on the date hereof and until completion of the distribution of the Offered Securities, the Corporation will promptly provide to the Underwriters drafts of any press releases of the Corporation for review by the Underwriters and the Underwriters’ counsel prior to issuance and the Corporation agrees that it shall obtain prior approval of the Lead Underwriter, on behalf of the Underwriters, acting reasonably, as to the content and form of any press release to be issued in connection with the Offerings, provided that any such review will be completed in a timely manner sufficient to allow the Corporation to comply with its continuous disclosure obligations under Canadian Securities Laws. In addition, in order to comply with applicable U.S. Securities Laws, any press release announcing or otherwise concerning the Offering shall include substantially the following legend: “NOT FOR DISTRIBUTION TO THE UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.”; and news releases relating to the Offering will include substantially the following statements: “ This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ 1933 Act ”) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available. ”
The Corporation and the Underwriters hereby (in respect of the Underwriters, severally, and not jointly, nor jointly and severally) covenant and agree:
(i) that during the period of distribution of the Units, the Corporation and the Lead Underwriter, on behalf of the Underwriters, shall approve in writing, prior to such time marketing materials are provided to potential Purchasers, the template version of any marketing materials reasonably requested to be provided by the Underwriters to any potential Purchaser of Units, such marketing materials to comply with Canadian Securities Laws and such approval by the Corporation constituting the Underwriters’ authority to use such marketing materials in connection with the Offering and provide them to potential Purchasers of Units. The Corporation shall file a template version of such marketing materials with the Commissions as soon as reasonably practicable after the template version of such marketing materials are so approved in writing by the Corporation and the Lead Underwriter, on behalf of the Underwriters, and in any event on or before the day
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the marketing materials are first provided to any potential Purchaser of Units. The Corporation and the Lead Underwriter, on behalf of the Underwriters, may agree that any comparables shall be redacted from the template version in accordance with NI 44-101 and NI 41-101 prior to filing such template version with the Commissions and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Commissions by the Corporation;

(ii) not to provide any potential Purchaser of Offered Securities with any marketing materials unless a template version of such marketing materials has been filed by the Corporation with the Commissions on or before the day such marketing materials are first provided to any potential Purchaser of Offered Securities; and
(iii) not to provide any potential Purchaser of Offered Securities with any materials or information in relation to the distribution of Offered Securities or the Corporation other than: (A) such marketing materials that have been approved and filed in accordance with this section; (B) the Marketing Documents; and (C) the Offering Documents.

4. Material Change

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During the period commencing on the date hereof and until completion of the distribution of the Units, the Corporation shall promptly inform the Underwriters (and if requested by the Underwriters, confirm such notification in writing) of the full particulars of:
(i) any material change (actual, anticipated, contemplated, threatened, financial or otherwise) in the condition (financial or otherwise), properties, assets, liabilities (contingent or otherwise), obligations (whether absolute, accrued, conditional or otherwise), business, affairs, capital, ownership, control, management, operations, results of operations or prospects of the Corporation and the Subsidiaries, on a consolidated basis;
(ii) any material fact which has arisen or has been discovered (other than any Underwriter Information) and would have been required to have been stated in any Offering Document had the fact arisen or been discovered on, or prior to, the date of such document; and
(iii) any change in any material fact contained in the Offering Documents (other than any Underwriter Information) or any event or state of facts that has occurred after the date hereof, which, in any case, is, or may be, of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in any misrepresentation in any of the Offering Documents, or which would result in any Offering Document not complying (to the extent that such compliance is required) with applicable Securities Laws.

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The Corporation will comply with the Securities Act (British Columbia) and with the provisions of the other Canadian Securities Laws, and the Corporation will prepare and file promptly any Supplementary Material which may be necessary and will otherwise comply with all legal requirements necessary to continue to qualify the Units for distribution in each of the Qualifying Jurisdictions.

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In addition to the provisions of sections 4(a) and 4(b), the Corporation shall in good faith discuss with the Underwriters any change, event or fact contemplated in sections 4(a) and
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4(b) which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Underwriters under section 4(a) and shall consult with the Underwriters with respect to the form and content of any amendment or other Supplementary Material proposed to be filed by the Corporation, it being understood and agreed that no such amendment or other Supplementary Material shall be filed with any Commissions prior to the review thereof by the Underwriters and their counsel, acting reasonably.

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

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During the period commencing on the date hereof and until completion of the distribution of the Offered Securities, the Corporation shall promptly inform the Underwriters (and if requested by the Underwriters, confirm such notification in writing) if any of the representations or warranties made by the Corporation in this Agreement shall no longer be true and correct in all material respects at any particular time (after giving effect to the transactions contemplated by this Agreement).

5. Distribution and Certain Obligations of the Underwriters and the Corporation

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Subject to the terms and conditions of this Agreement, the Underwriters offer to purchase 43,100,000 Units, 1,500,000 FT Units and 5,000,000 Charity FT Units, and by acceptance of this Agreement, the Corporation agrees to issue and sell to the Underwriters, and the Underwriters agree to purchase at the Closing Time, all, but not less than all, of such Units, FT Units and Charity FT Units.

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The Corporation understands that although this Agreement is presented on behalf of the Underwriters as purchasers, the Underwriters may arrange for substituted purchasers (“ Substituted Purchasers ”) for the Units, FT Units and Charity FT Units. It is further understood that the Underwriters agree to purchase or cause to be purchased the Units, FT Units and Charity FT Units, and that this commitment is not subject to the Underwriters being able to arrange Substituted Purchasers. Each Substituted Purchaser shall purchase the Units, FT Units and Charity FT Units, as applicable, and to the extent that Substituted Purchasers purchase such Units, FT Units and Charity FT Units, the obligations of the Underwriters to do so will be reduced by the number of such securities purchased by the Substituted Purchasers. Any reference in this Agreement hereafter to “Purchasers” shall be taken to be a reference to the Substituted Purchasers, if any, and the Underwriters, as the initial committed Purchasers for any remaining Offered Securities.

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The Units may be distributed in each of the provinces of Canada (other than Québec) (the “ Qualifying Jurisdictions ”) pursuant to the Final Prospectus (as defined herein). The Units may also be offered and sold:
(i) in the United States by the Underwriters through the U.S. Affiliates on a private placement basis and in accordance with the terms, conditions, representations, warranties and covenants of the parties contained in Schedule “A” hereto, the provisions of which are agreed to by the Corporation, the Underwriters and the U.S. Affiliates, and which are hereby incorporated by reference, and in compliance with U.S. Securities Laws; and
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(ii) subject to applicable law and the terms of this Agreement, in such other jurisdictions outside of Canada and the United States as the Corporation and the Underwriters may agree, provided the distribution of Units in such other jurisdictions are completed in accordance with the applicable laws of such other jurisdictions and will not (i) give rise to any requirement under the laws of such jurisdiction to prepare and/or file a prospectus, registration statement or document having similar effect, or (ii) create any ongoing compliance or continuous disclosure obligations for the Corporation pursuant to the laws of such jurisdiction.

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Each Purchaser resident in a Qualifying Jurisdiction shall purchase the FT Units and/or the Charity FT Units under the Private Placement Exemption and in compliance with all applicable Securities Laws. The Underwriters will notify the Corporation with respect to the identity of any Purchaser as soon as practicable and with a view to leaving sufficient time to allow the Corporation to secure compliance with all relevant regulatory requirements of the applicable Qualifying Jurisdictions relating to the sale of the FT Units and the Charity FT Units. The Corporation undertakes to file or cause to be filed all forms or undertakings required to be filed by the Corporation and to pay all filing fees in connection with the purchase and sale of the FT Units and the Charity FT Units so that the offering of such securities may lawfully occur without the necessity of filing a prospectus or an offering memorandum in Canada or comparable document elsewhere. The Underwriters undertake to use commercially reasonable efforts to cause Purchasers to complete any forms required by the Private Placement Exemption.
Until the date on which the distribution of the Units is completed or this Agreement is terminated, the Corporation shall promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Canadian Securities Laws to continue to qualify the distribution of the Units, or in the event that the Units have, for any reason ceased to so qualify, to so qualify again the Units for distribution.
The Corporation agrees that the Underwriters will be permitted to appoint other registered dealers (or other dealers duly licensed in their respective jurisdictions) as their agents (the “ Selling Group ”, and each member of the Selling Group being a “ Selling Firm ”) in accordance with applicable Securities Laws for the purposes of assisting in the Offering and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable by the Underwriters and be paid out of, and not in addition to, the Underwriting Fee. With respect to the offer or sale of any Units in the United States or to, or for the account of benefit of U.S. Persons, the parties to this Agreement acknowledge and agree that the Underwriters may appoint a U.S. Affiliate to act as sub-agent to conduct offers and sales of the Units in the United States or to, or for the account or benefit of, U.S. Persons to Accredited Investors and/or QIBs (as such terms are defined herein), in each case, on a substituted purchaser basis, in accordance with the provisions of this Agreement. The Underwriters shall require such other dealers, if any, to agree to, and shall use their commercially reasonable efforts to ensure that such other dealers, if any, comply with the covenants, obligations and terms of this Agreement as applicable to the Underwriters and the Underwriters shall be responsible for the actions of such other dealers.
Each Underwriter covenants, represents and warrants to the Corporation that it will comply with the terms of this Agreement, Canadian Securities Laws and the Securities Laws of any other jurisdiction in which it acts as underwriter of the Corporation in connection with the Offering, including any registration obligation. Each Underwriter is also responsible for the actions of its U.S. Affiliates under this Agreement. Each Underwriter covenants, represents and warrants to the Corporation that it and each Selling Firm that is not
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registered as a broker-dealer under Section 15 of the U.S. Exchange Act will not offer or sell any of the Units in the United States or to, or for the account or benefit of, U.S. Persons other than through a U.S. Affiliate or otherwise in compliance with Rule 15a-6 under the U.S. Exchange Act.

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Each of the Underwriters acknowledges and agrees that it has the authority to execute and deliver the Flow-Through Subscription Agreements on behalf of the Purchasers of FT Units and/or the Charity FT Units. The Corporation and the Underwriters acknowledge and agree that, to the extent that the Underwriters purchase any of the FT Units and Charity FT Units, any person to whom the Underwriters resell such FT Units and/or Charity FT Units will not be eligible for the tax benefits available to Canadian resident Purchasers under federal and provincial tax legislation.

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Follow-On Transactions:

(i) The Corporation understands that following the Closing, some or all of the Charity FT Unit Shares and Charity FT Unit Warrants comprising the Charity FT Units (A) may be donated by the Purchasers to one or more charities and subsequently may be sold to investors by the charity or charities, or (B) may be immediately sold to a third party, (collectively, a “ Follow-On Transactions ”).
(ii) The Underwriters acknowledge that the Corporation has no knowledge of any Follow-On Transactions other than that they may or may not occur and that the Corporation will have no involvement or participation in any Follow-On Transactions, other than to register any transfer of securities required as a result, and the Corporation makes no representation or warranty with respect to the tax effect any Follow-On Transaction may have on the status of the Charity FT Unit Shares or Charity FT Unit Warrants as “flow-through shares” for the purposes of the Tax Act.
(iii) The Underwriters do not act, and will not purport to act, as agent or representative of the Corporation in connection with any Follow-On Transaction and services or activities, if any, performed by the Underwriters in connection with any FollowOn Transaction are excluded from this Agreement. The consideration payable to the Underwriters hereunder is for the Underwriters’ services in respect of the Offering only. The parties further acknowledge that the Corporation is not entitled, and will not become entitled, to receive any consideration in respect of any FollowOn Transaction that might occur.
(iv) If the Charity FT Unit Shares or Charity FT Unit Warrants are determined to be “prescribed shares” under subsection 6202.1(1) of the regulations to the Tax Act as a result of a Follow-On Transaction or any other action taken by Purchasers which cause the Charity FT Unit Shares or Charity FT Unit Warrants to be or become “prescribed shares” within the meaning of section 6202.1 of the regulations to the Tax Act, the Corporation shall not be liable or responsible for any breach of any covenant or representation given in this Agreement as a result of such determination.

6. Representations and Warranties of the Corporation

The Corporation represents and warrants to the Underwriters, and acknowledges that the Underwriters are relying upon such representations and warranties in entering into this Agreement, that:

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the Corporation has been duly incorporated and is validly existing under the laws of its governing jurisdiction, has all requisite power and authority and is duly qualified to carry on its business as now conducted and to own or lease its properties and assets and the Corporation has all requisite corporate power and corporate authority to enter into the Transaction Documents and any Ancillary Documents and to carry out its obligations hereunder and thereunder;
to the Corporation’s knowledge, no agreement is in force or effect which in any manner affects the voting or control of any of the securities of the Corporation;
the Corporation has no subsidiaries or affiliates other than the Subsidiaries and the Corporation beneficially owns, directly or indirectly, all of the issued and outstanding shares in the capital of the Subsidiaries free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands of any kind whatsoever, all of such shares have been duly authorized and validly issued and are outstanding as fully paid shares and subject to no further call for contribution and no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option, for the purchase from the Corporation of any interest in any of such shares or for the issue or allotment of any unissued shares in the capital of the Subsidiaries or any other security convertible into or exchangeable for any such shares;
Each of the Subsidiaries has been duly incorporated and is validly existing under the laws of its governing jurisdiction, has all requisite corporate power and authority and is duly qualified to carry on its business as now conducted and to own or lease its properties and assets;
the Corporation does not beneficially own, or exercise control or direction over, 10% or more of the outstanding voting shares of any person, other than the Subsidiaries;
neither the Corporation nor any of the Subsidiaries has committed an act of bankruptcy or sought protection from the creditors thereof before any court or pursuant to any legislation, proposed a compromise or arrangement to the creditors thereof generally, taken any proceeding with respect to a compromise or arrangement, taken any proceeding to be declared bankrupt or wound up, taken any proceeding to have a receiver appointed of any of the assets thereof, had any person holding any encumbrance, lien, charge, hypothec, pledge, mortgage, title retention agreement or other security interest or receiver take possession of any of the property thereof, had an execution or distress become enforceable or levied upon any portion of the property thereof or had any petition for a receiving order in bankruptcy filed against it;
the currently issued and outstanding Common Shares are listed and posted for trading on the Exchange and no order ceasing or suspending trading in any securities of the Corporation or prohibiting the trading of any of the Corporation’s issued securities has been issued and no proceedings for such purpose are pending or, to the knowledge of the Corporation, threatened;
the Financial Statements: (i) have been prepared in accordance with the requirements of IFRS consistently applied throughout the periods referred to therein, (ii) contain no misrepresentations and present fully, fairly and correctly, in all material respects, the financial position (including the assets and liabilities, whether absolute, contingent or otherwise) of the Corporation as at such dates and results of operations of the Corporation for the periods then ended, and (iii) contain and reflect adequate provision or allowance for
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all reasonably anticipated liabilities, expenses and losses of the Corporation, and (iv) there has been no change in accounting policies or practices of the Corporation since the date of the Financial Statements;

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during the past three years, the Corporation has not declared or paid any dividends or declared or made any other payments or distributions on or in respect of any of its shares and has not, directly or indirectly, redeemed, purchased or otherwise acquired any of its shares or agreed to do so or otherwise effected any return of capital with respect to such shares;
all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto due and payable by each of the Corporation and the Subsidiaries have been paid; all tax returns, declarations, remittances and filings required to be filed by each of the Corporation and the Subsidiary have been filed with all appropriate governmental authorities and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading; to the knowledge of the Corporation, other than as disclosed to the Underwriters in writing, no examination of any tax return of the Corporation or any of the Subsidiaries 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 Corporation or the Subsidiaries;
the auditors of the Corporation in respect of the audited consolidated financial statements of the Corporation for the years ended December 31, 2019 and 2018 and who provided their audit report thereon are independent public accountants as required under Canadian Securities Laws;
there has never been a reportable event (within the meaning of National Instrument 51-102 - Continuous Disclosure ) with the present or former auditors of the Corporation;
the Corporation maintains a system of internal accounting controls that is customary for comparable companies and sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences;
the Corporation has established and maintains “disclosure controls and procedures” and “internal control over financial reporting” which the Corporation’s board of directors considers reasonable and appropriate in the Corporation’s circumstances and in accordance with the provisions of IFRS;
the Corporation is in compliance with the certification requirements contained in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings with respect to the Corporation’s annual and interim filings with Canadian securities regulators;
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the audit committee of the Corporation is comprised and operates in accordance with the requirements of National Instrument 52-110 – Audit Committees ; a majority of the members of the audit committee are “independent” within the meaning of such instrument;
as at the Closing Date, other than: (i) the Warrants; and (ii) as set forth in Schedule “B” to this Agreement, no holder of outstanding securities of the Corporation will be entitled to any pre-emptive or any similar rights to subscribe for any of the Common Shares or other securities of the Corporation and no rights, warrants or options to acquire, or instruments convertible into or exchangeable for, any shares in the capital of the Corporation are outstanding;
other than as disclosed to the Underwriters, no legal or governmental proceedings are pending to which the Corporation or any of the Subsidiaries is a party or to which any of their respective property is subject that would result individually or in the aggregate in a material adverse change in the operation, business or condition of the Corporation or any Subsidiary, and to the knowledge of the Corporation, no such proceedings have been threatened against or are contemplated with respect to the Corporation, any of the Subsidiaries or any of their respective properties;
each of the Corporation and the Subsidiaries has conducted and is conducting its business in compliance in all material respects with all applicable laws and regulations of each jurisdiction in which it carries on business (including, without limitation, all applicable federal, provincial, municipal and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, including, but not limited to relevant exploration and exploitation permits and concessions) and 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 which would have a material adverse effect on the Corporation or the Subsidiaries;
the Corporation is a reporting issuer under the Canadian Securities Laws in each of the provinces of British Columbia and Alberta; the Corporation is not in default in any material respect of any requirement of the Canadian Securities Laws nor is included in a list of defaulting reporting issuers maintained by the Commissions of those provinces. In particular, without limiting the foregoing, the Corporation is in compliance at the date hereof with its obligations to make timely disclosure of all material changes relating to it and, other than in respect of material change reports previously filed on a confidential basis and thereafter made public or material change reports previously filed on a confidential basis and in respect of which no material change ever resulted, no such disclosure has been made on a confidential basis and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change statement has not been filed, except to the extent that the Offering constitutes a material change;
the execution and delivery of the Transaction Documents and the Ancillary Documents and the compliance with all provisions contemplated thereunder, the offering and sale of the Offered Securities and the issuance of the Offered Securities, Broker Warrants and Private Placement Broker Warrants (including the underlying Unit Shares, FT Unit Shares, Charity FT Unit Shares, Warrant Shares and Broker Warrant Shares) do not and will not:
(i) require the consent, approval, authorization, registration or qualification of or with any governmental authority, stock exchange, securities regulatory authority or other third party, except: (i) such as have been obtained; or (ii) such as may be
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required under the applicable by-laws, policies, regulations and required forms of the Exchange;

(ii) result in a breach of or default under, nor create a state of facts which, after notice or lapse of time or both, would result in a breach of or default under, nor conflict with:
(1) any of the terms, conditions or provisions of the constating documents or resolutions of the shareholders, directors or any committee of directors of the Corporation or any of the Subsidiaries;
(2) to the best of the Corporation’s knowledge, any statute, rule, regulation or law applicable to the Corporation or the Subsidiaries, including, without limitation, the applicable Securities Laws or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Corporation or the Subsidiaries; or
(3) any Material Agreement; and
(iii) give rise to any lien, charge or claim in or with respect to the properties or assets now owned or hereafter acquired by the Corporation or the Subsidiaries or the acceleration of or the maturity of any debt under any indenture, mortgage, lease, agreement or instrument binding or affecting the Corporation or the Subsidiaries or any of their respective properties;

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upon the execution and delivery thereof, each of the Transaction Documents and the Ancillary Documents shall constitute a valid and binding obligation of the Corporation and each shall be enforceable against the Corporation in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law;
the Offered Securities will, upon issuance, be validly created, executed and issued by the Corporation and constitute a valid and binding obligation of the Corporation enforceable against it in accordance with the terms set out in this Agreement;
the Warrants will, upon issuance, be validly created, executed and issued by the Corporation and constitute a valid and binding obligation of the Corporation enforceable against it in accordance with their terms as set out in the Warrant Indenture;
the Broker Warrants and the Private Placement Broker Warrants will, upon issuance, be validly created, executed and issued by the Corporation and constitute a valid and binding obligation of the Corporation enforceable against it in accordance with their terms as set out in the Broker Warrant Certificates;
at the Closing Time, all necessary corporate actions will have been taken to validly create, authorize and allot for issuance, the Unit Shares, the FT Unit Shares and the Charity FT Unit Shares, and at Closing, will be validly issued and outstanding as fully paid and nonassessable Common Shares. The Corporation has the corporate power, capacity and authority to issue the Unit Shares, the FT Unit Shares and the Charity FT Unit Shares, and at the time of issuance thereof, such shares will not have been issued in violation of or
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subject to any pre-emptive or contractual rights to purchase securities issued or granted by the Corporation;

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the Warrant Shares issuable upon the exercise of the Warrants have been validly created, authorized and allotted for issuance, and, upon the exercise of the Warrants and payment of the exercise price therefor, will be validly issued and outstanding as fully paid and nonassessable Common Shares. The Corporation has the corporate power, capacity and authority to issue the Warrant Shares and, at the time of issuance thereof, the Warrant Shares will not have been issued in violation of or subject to any pre-emptive or contractual rights to purchase securities issued or granted by the Corporation;
the Broker Warrant Shares issuable upon the exercise of the Broker Warrants and the Private Placement Broker Warrants have been validly created, authorized and allotted for issuance, and, upon the exercise of the Broker Warrants and the Private Placement Broker Warrants, as applicable, and payment of the exercise price therefor, will be validly issued and outstanding as fully paid and non-assessable Common Shares. The Corporation has the corporate power, capacity and authority to issue the Broker Warrant Shares and, at the time of issuance thereof, the Broker Warrant Shares will not have been issued in violation of or subject to any pre-emptive or contractual rights to purchase securities issued or granted by the Corporation;
the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which, as at January 25, 2021, 181,493,963 Common Shares are issued and outstanding as fully paid and non-assessable shares and no preferred shares are issued or outstanding;
all information which has been prepared by the Corporation relating to the Corporation and its business, property and liabilities and either publicly disclosed or provided to the Underwriters including the Disclosure Documents and all financial, marketing, sales and operational information provided to the Underwriters is, as of the date of such information, true and correct in all respects, and no fact or facts have been omitted therefrom which would make such information misleading;
the Kaukua PGE-Cu-Ni deposit on the Läntinen Koillismaa property is the only material property to the Corporation for the purposes of NI 43-101 and all material information with respect thereto is completely and accurately described in the Prospectuses;
the Corporation or the Subsidiaries, as applicable, made available to the respective authors thereof prior to the issuance of the NI 43-101 Report, for the purpose of preparing the NI 43-101 Report, all information requested, and to the knowledge of the Corporation, no such information contained any material misrepresentation as at the relevant time the relevant information was made available and the Corporation does not have any knowledge of a material adverse change in any production, cost, price, reserves or other relevant information provided since the dates that such information was so provided;
the NI 43-101 Report complied in all material respects with the requirements of NI 43-101 as at the date of such report; since the date of preparation of such report there has been no change that would disaffirm or change any aspect of such report in any material respect;
the Corporation is in compliance with NI 43-101 in all material respects and has filed within the prescribed time periods all technical reports required thereby;
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the Corporation has, and to the knowledge of the Corporation, the directors and officers of the Corporation have in all material respects answered every question or inquiry of the Underwriters and their counsel in connection with the Underwriters’ due diligence investigations fully and truthfully;

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all disclosure filings required to be made by the Corporation pursuant to the applicable Securities Laws have been made and such disclosure and filings were true and accurate as at the respective dates thereof and the Corporation has not filed any confidential material change reports;

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the Corporation is not aware of any legislation, or proposed legislation (published by a legislative body), which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Corporation and the Subsidiaries, taken as a whole;

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the Corporation is in compliance with all laws respecting employment and employment practices, terms and conditions of employment, pay equity and wages, except where such non-compliance would not constitute an adverse material fact of the Corporation or result in a material adverse change to the Corporation;

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there has not been and there is not currently any labour disruption or conflict which is adversely affecting or could adversely affect, in a material manner, the carrying on of the business of the Corporation;

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the Corporation does not have any loans or other indebtedness outstanding which have been made to any of their respective shareholders, officers, directors or employees, past or present, or any person not dealing at arm’s length with them, other than inter-corporate loans made between the Corporation and the Subsidiaries;

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none of the directors, officers or employees of the Corporation, any known holder of more than 10% of any class of shares of the Corporation, or any known associate or affiliate of any of the foregoing persons or companies (as such terms are defined in the Securities Act (British Columbia)), has had any material interest, direct or indirect, in any material transaction within the previous one year or any proposed material transaction which, as the case may be, materially affected, is material to or will materially affect the Corporation and the Subsidiaries, taken as a whole;

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the Corporation maintains insurance covering the properties, operations, personnel and businesses of the Corporation as the Corporation reasonably deems adequate; such insurance insures against such losses and risks to an extent which is adequate in accordance with customary industry practice to protect the Corporation and the business of the Corporation; all such insurance is fully in force on the date hereof and will be fully in force on the Closing Date; the Corporation has no reason to believe that it will not be able to renew any such insurance as and when such insurance expires;

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the Corporation is in compliance with all applicable federal, provincial, state, municipal and local laws, statutes, ordinances, by-laws and regulations and orders, directives and decisions rendered by any ministry, department or administrative or regulatory agency, domestic or foreign (the “ Environmental Laws ”) relating to the protection of the environment, occupational health and safety or the processing, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substance (the “ Hazardous Substances ”) except
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where such non-compliance would not constitute an adverse material fact in respect of the Corporation or result in a material adverse change to the Corporation;

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the Corporation has obtained all material licences, permits, approvals, consents, certificates, registrations and other authorizations under all applicable Environmental Laws (the “ Environmental Permits ”) necessary as at the date hereof for the operation of the businesses currently carried on by the Corporation and each Environmental Permit is valid, subsisting and in good standing and the Corporation is not in material default or breach of any Environmental Permit and, to the knowledge of the Corporation, no proceeding is pending or threatened to revoke or limit any Environmental Permit;
neither the Corporation nor any of the Subsidiaries has used, except in compliance with all Environmental Laws and Environmental Permits, any property or facility which it owns or leases or previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance;
each of the Corporation and the Subsidiaries (including, if applicable, any predecessor companies) has not received any notice of, or been prosecuted for an offence alleging, noncompliance with any Environmental Law, and neither the Corporation nor the Subsidiaries (including, if applicable, any predecessor companies) has settled any allegation of noncompliance 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 Corporation or the Subsidiaries, nor has the Corporation or any of the Subsidiaries received notice of any of the same;
neither the Corporation nor any of the Subsidiaries has 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 Environmental Laws. Neither the Corporation nor any of the Subsidiaries has received any request for information in connection with any federal, state, municipal or local inquiries as to disposal sites;
the Properties are the only properties in which the Corporation or the Subsidiaries has an interest; the Corporation or one of the Subsidiaries holds either freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits or participant interests or other conventional property or proprietary interests or rights, recognized in the jurisdiction in which the Properties are located, in respect of the ore bodies and minerals located on the Properties in which the Corporation or one of the Subsidiaries has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit the Corporation or its Subsidiaries to explore for and exploit the minerals relating thereto, all leases or claims and permits relating to the Properties in which the Corporation or one of the Subsidiaries has an interest or right have been validly located and recorded in accordance with all applicable laws and are valid and subsisting, the Corporation or one of the Subsidiaries has all necessary surface rights, access rights and other necessary rights and interests relating to the Properties in which the Corporation or one of the Subsidiaries has an interest granting the Corporation or one of the Subsidiaries the right and ability to explore for and exploit minerals, ore and metals for development purposes as are appropriate in view of the rights and interest therein of the Corporation or one of the Subsidiaries, as applicable, with only such exceptions as do not materially interfere with the use made by the Corporation or one of the Subsidiaries of the rights or interest so held, and each of the proprietary interests or rights and each of the documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in all material respects in the name of the Corporation
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or one of the Subsidiaries; neither the Corporation nor one of the Subsidiaries has any responsibility or obligation to pay any commission, royalty, licence, fee or similar payment to any person with respect to the property rights thereof other than as described in the Disclosure Documents;

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the Corporation or one of the Subsidiaries holds direct interests in the Properties, as described in the Disclosure Documents (the “ Project Rights ”), free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever, except as disclosed to the Underwriters and no other property rights are necessary for the conduct of the business of the Corporation as currently conducted; the Corporation does not know of any claim or the basis for any claim that might or could adversely affect the right thereof to use, transfer or otherwise exploit such property rights, under valid, subsisting and enforceable agreements or instruments, and all such agreements and instruments in connection with the Project Rights are valid and subsisting and enforceable in accordance with their terms.
the Corporation has identified all the material permits, certificates, and approvals (collectively, the “ Permits ”) which are or will be required for the exploration, development and eventual operation of the Properties, which Permits include but are not limited to environmental assessment certificates, water licenses, land tenures, rezoning or zoning variances and other necessary local, provincial and federal approvals; and the appropriate Permits have either been received, applied for, or the processes to obtain such Permits have been or will in due course be initiated by the Corporation; and, except as disclosed to the Underwriters, the Corporation does not know of any issue or reason why the Permits should not be approved and obtained in the ordinary course;
all assessments or other work required to be performed in relation to the material mining claims and the mining rights of the Corporation in order to maintain its interests therein, if any, have been performed to date and the Corporation has complied in all material respects with all applicable governmental laws, regulations and policies in this regard as well as with regard to legal, contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Corporation intends to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate have a material adverse effect; all such mining claims and mining rights are in good standing in all respects as of the date of this Agreement;
there are no environmental audits, evaluations, assessments, studies or tests relating to the Corporation except for ongoing assessments conducted by or on behalf of the Corporation in the ordinary course;
neither the Corporation nor the Subsidiaries nor, to the knowledge of the Corporation, any director, officer, agent, employee or other person associated with or acting on behalf of the Corporation or the Subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (iii) violated or is in violation of any provision of the Corruption of Foreign Officials Act (Canada), or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment;
each of the Corporation and the Subsidiaries owns or has the right to use under license, sub-license or otherwise all material intellectual property used by the Corporation and the Subsidiaries in their respective business, including copyrights, industrial designs, trade marks, trade secrets, know how and proprietary rights, free and clear of any and all
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encumbrances and, without limiting the generality of the foregoing, the Corporation and the Subsidiaries own or have the exclusive right to use all databases, geological reports, maps and drill logs identified as having been acquired by the Corporation or the Subsidiaries in the Disclosure Documents;

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no default exists under and no event has occurred which, after notice or lapse of time or both, or otherwise, constitutes a default under or breach of, by the Corporation or any other person, any material obligation, agreement, covenant or condition contained in any Material Agreement;
the Transfer Agent at its principal office in the City of Toronto, is the duly appointed registrar and transfer agent of the Corporation with respect to the Common Shares;
the gross proceeds from the sale of the FT Units and the Charity FT Units will be used for Qualifying Expenditures;
the FT Units and the Charity FT Units (including the underlying FT Unit Shares, Charity FT Unit Shares, FT Unit Warrants, Charity FT Unit Warrants and Warrant Shares) will not be subject to a restricted period or statutory hold period under the Securities Laws of the Qualifying Jurisdictions or to any resale restriction under the policies of the Exchange which extends beyond four months and one day after the Closing Date;
the expenses to be renounced by the Corporation to the Flow-Through Purchasers (i) will constitute Qualifying Expenditures on the effective date of the renunciation and on the date incurred and such expenses; (ii) will not include an expense that was renounced under subsection 66(12.6) of the Tax Act to the Corporation (or a partnership of which the Corporation is a member); (iii) will not include any amount that has previously been renounced by the Corporation to any of the Flow-Through Purchasers or to any other person; (iv) would be deductible by the Corporation in computing its income for the purposes of Part I of the Tax Act but for the renunciation to the Flow-Through Purchasers; and (v) will not be subject to reduction under subsection 66(12.73) of the Tax Act;
the Corporation has no reason to believe that it will be unable 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 Flow-Through Purchasers effective on or before December 31, 2021, Qualifying Expenditures in an aggregate amount equal to the Flow-Through Commitment Amount and the Corporation has no reason to expect any reduction of such amount by virtue of subsection 66(12.73) of the Tax Act;
except as a result of a Follow-On Transaction or any agreement, arrangement, undertaking or understanding to which the Corporation is not a party and of which it has no knowledge, upon issue, the FT Unit Shares, FT Unit Warrants, Charity FT Unit Shares and Charity FT Unit Warrants will qualify as “flow-through shares” as defined in subsection 66(15) of the Tax Act and will not be “prescribed shares” within the meaning of section 6202.1 of the regulations to the Tax Act;
if the Corporation amalgamates with any one or more companies, any shares issued to or held by a Flow-Through Purchaser as a replacement for the FT Unit Shares or Charity FT Unit Shares as a result of such amalgamation will qualify, by virtue of subsection 87(4.4) of the Tax Act, as “flow-through shares” as defined in subsection 66(15) of the Tax Act and in particular will not be “prescribed shares” as defined in section 6202.1 of the regulations to the Tax Act;
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the Corporation 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 and the Flow-Through Subscription Agreements have been incurred or have been deemed to be incurred and validly renounced pursuant to the Tax Act;

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the Corporation has never been in default of any of its legal obligations in respect of any “flow-through share” financings previously undertaken by the Corporation; and

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except as disclosed in the Preliminary Prospectus, as of the date of this Agreement, there has been no suspension or disruption to the operations of the Corporation as a result of the COVID-19 Outbreak. The Corporation has been monitoring the COVID-19 Outbreak and the potential impact at all of its operations and has put appropriate control measures in place including physical distancing measures, as recommended by applicable government and health authorities, including applicable governmental authorities, at site and its office locations, to support the health of all of its employees and surrounding communities where it operates.

The representations and warranties of the Corporation contained in this Agreement shall be true at the Closing Time as though they were made at the Closing Time and they shall survive the completion of the transactions contemplated under this Agreement in accordance with subsection 23(a).

7. Representations and Warranties of the Underwriters

Each of the Underwriters represents and warrants to the Corporation, severally, and not jointly, and acknowledges that the Corporation is relying upon such representations and warranties in entering into this Agreement, as follows:

(a) in respect of the offer and sale of the Offered Securities, it will comply with all Canadian Securities Laws and applicable U.S. Securities Laws and all applicable laws of the jurisdictions outside Canada and the United States in which it offers the Offered Securities;
(b) it has good and sufficient right and authority to enter into this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein;
(c) it has not provided any marketing materials to any potential investors in connection with the Offering (other than the Marketing Document);
(d) upon the Corporation obtaining the necessary receipts therefor from each of the Commissions, it will deliver one copy of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material thereto to each of the Purchasers in the Qualifying Jurisdictions; and
(e) in connection with the issuance of the Broker Warrants, the Private Placement Broker Warrants and the Broker Warrant Shares, each of the Underwriters represents, warrants and covenants that (A) it is acquiring the Broker Warrants, the Private Placement Broker Warrants and the Broker Warrant Shares as principal for its own account and not for the account or benefit of any other person, (B) it is not a U.S. Person and is not acquiring the Broker Warrants or the Private Placement Broker Warrants in the United States, or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States, and (C) this Agreement was executed and delivered outside the United States. The Underwriters acknowledge that none of the Broker Warrants, Private Placement Broker Warrants or Broker Warrant Shares have been registered under the U.S. Securities Act or
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the securities laws of any state of the United States. The Underwriters further acknowledge and agree that the Broker Warrants and the Private Placement Broker Warrants may not be exercised in the United States or by or on behalf or for the account or benefit of a U.S. Person or a person in the United States, unless such exercise is not subject to registration under the U.S. Securities Act or the securities laws of any state of the United States, and the Underwriters agree that they will not engage in any Directed Selling Efforts (as defined in Schedule “A”) with respect to any Broker Warrant Shares, and will not offer or sell any Broker Warrants, Private Placement Broker Warrants or Broker Shares in the United States unless in compliance with an exemption or an exclusion from the registration requirements of the U.S. Securities Act and any applicable state securities laws.

Notwithstanding any other provisions of this Agreement, an Underwriter will not be liable to the Corporation under this Agreement with respect to a breach of a representation or warranty contained in this Agreement by another Underwriter, another Underwriter’s U.S. Affiliate, or a member of a Selling Firm appointed by another Underwriter, as the case may be.

The representations and warranties of the Underwriters contained in this Agreement shall be true at the Closing Time as though they were made at the Closing Time and they shall survive the completion of the transactions contemplated under this Agreement in accordance with section 23(b).

8. Covenants of the Corporation

The Corporation hereby covenants to and agrees with the Underwriters, acknowledges that the Underwriters are relying upon such covenants in entering into this Agreement, that:

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the Corporation shall, prior to the Closing Time, allow the Underwriters (and their counsel and consultants) to conduct all due diligence which the Underwriters may reasonably require or which may be considered necessary or appropriate by the Underwriters. The Corporation will provide to the Underwriters (and their counsel) reasonable access to the Corporation’s properties, senior management personnel and corporate, financial and other records, for the purposes of conducting such due diligence. Without limiting the scope of the due diligence inquiry the Underwriters (or their counsel) may conduct, the Corporation shall also make available its directors, senior management, technical advisors, auditors and counsel to answer any questions which the Underwriters may have and to participate in one or more due diligence sessions to be held prior to Closing;

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the Corporation will advise the Underwriters, promptly after receiving notice thereof, of the time when the Preliminary Prospectus, Final Prospectus and any Supplementary Material has been filed and receipts therefor have been obtained pursuant to NP 11-202 and will provide evidence reasonably satisfactory to the Underwriters of each such filing and copies of such receipts;

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the Corporation will advise the Underwriters, promptly after receiving notice or obtaining knowledge thereof, of:
(i) the issuance by any applicable securities regulatory authority of any order suspending or preventing the use of any Offering Document;
(ii) the issuance by any applicable securities regulatory authority of any order suspending the qualification of the Offered Securities in any of the Qualifying Jurisdictions, suspending the distribution of the Offered Securities or suspending the trading of any securities of the Corporation;
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(iii) the institution, threatening or contemplation of any proceeding for any such purposes; or
(iv) any requests made by any applicable securities regulatory authority for amending or supplementing any Offering Document or for additional information,

and will use its best efforts to prevent the issuance of any order referred to in (i) or (ii) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possible;

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until completion of distribution of the Units, the Corporation will promptly take, or cause to be taken, all commercially reasonable additional steps and proceedings that may from time to time be required under Canadian Securities Laws to continue to qualify the distribution of the Units and the Broker Warrants in the Qualifying Jurisdictions or, in the event that the Units or the Broker Warrants have, for any reason, ceased so to qualify, to so qualify again the Units and the Broker Warrants for distribution in the Qualifying Jurisdictions;
the Corporation shall duly execute the Flow-Through Subscription Agreements which have been duly completed by the Purchasers subject to the terms thereof, and duly and punctually perform all the obligations to be performed by it under this Agreement and the Flow-Through Subscription Agreements;
the Corporation covenants to take all such steps as may reasonably be necessary to enable the FT Units and Charity FT Units to be offered for sale and sold to Canadian purchasers pursuant to the Private Placement Exemption and on the basis that the “hold period” under Canadian Securities Laws applicable to the FT Units and Charity FT Units shall not exceed four months and one day;
the Corporation shall comply with each of the covenants of the Corporation set out in the Flow-Through Subscription Agreements;
the Corporation shall use its commercially reasonable efforts to fulfil or cause to be fulfilled, at or prior to the Closing Date, each of the conditions required to be fulfilled by it set out in section 9;
the Corporation will ensure that the necessary regulatory and third party consents, approvals, permits and authorizations, including under applicable Securities Laws, and legal requirements in connection with the transactions contemplated by this Agreement are obtained or fulfilled on or prior to the Closing Date and will make all necessary filings (including post-closing filings pursuant to applicable Securities Laws, including any U.S. state “blue sky” laws, if applicable, and the rules and policies of the Exchange), take or cause to be taken all action required to be taken by the Corporation and pay all filing fees required to be paid in connection with the transactions contemplated by this Agreement;
the Corporation shall use its commercially reasonable efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the applicable Securities Laws of each of the Qualifying Jurisdictions for as long as any Warrants, Broker Warrants and/or Private Placement Broker Warrants remain outstanding, other than in a business combination or similar transaction where all the outstanding securities of the Corporation have been exchanged for cash or the securities of another issuer which is a reporting issuer under any applicable Securities Laws;
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the Corporation will use its best efforts to obtain the conditional approval for listing by the Exchange of the Unit Shares, FT Unit Shares, Charity FT Unit Shares, Warrant Shares and Broker Warrant Shares, subject only to customary conditions;
On the Closing Date, the Corporation will deliver certificates representing the Common Shares and Warrants comprising the Offered Securities and Broker Warrant Certificates registered as directed by the Lead Underwriter (or, if requested, the Corporation will complete an electronic deposit of the Offered Securities through the non-certificated inventory system of CDS Clearing and Depository Inc.), against delivery by the Underwriters of the aggregate purchase price for the Offered Securities;
On the Closing Date, the Corporation shall deliver to the Underwriters, among other things: (i) evidence of all requisite corporate, regulatory and Exchange conditional approvals; (ii) certificates of responsible officers of the Corporation; (iii) favourable legal opinions of counsel to the Corporation as to (A) customary securities and corporate matters; (B) the corporate existence and ownership of the Subsidiaries; (C) title of the Corporation’s material properties; and (D) a favourable US legal opinion of counsel to the Corporation as to typical securities and corporate matters if any portion of the Offering is placed in the U.S.; (iv) a customary comfort letter from the auditor of the Corporation relating to such Corporation specific financial matters contained or incorporated by reference in the Prospectuses as the Underwriters shall reasonably require; and (v) such other documents as the Lead Underwriter may reasonably request, in each case of the above in a form customary for transactions of this nature and all in a form satisfactory to the Lead Underwriter, acting reasonably;
The Corporation agrees not to issue, or announce the intention to issue, without the prior written consent of the Lead Underwriter, on behalf of the Underwriters, such consent not to be unreasonably withheld, delayed or conditioned, any Common Shares or any securities convertible into or exchangeable for or exercisable to acquire Common Shares for a period commencing on the date hereof and ending 90 days following the Closing Date, except in connection with: (i) the grant or exercise of stock options and other similar issuances pursuant to any existing or proposed employee share purchase plan of the Corporation and other share compensation arrangements outstanding as of the date hereof; (ii) warrants outstanding as of the date hereof; (iii) as full or partial consideration for a bona fide, arm’s length acquisition by the Corporation; (iv) obligations of the Corporation in respect of existing mineral property agreements; or (vi) to satisfy any other currently outstanding instruments or other contractual commitments in relation to any transaction that has been disclosed to the Underwriters;
the Corporation shall use reasonable efforts to cause its executive officers and directors to enter into agreements on terms and conditions satisfactory to the Lead Underwriter in which each will covenant and agree that they will not, for a period commencing on the date hereof and ending 90 days following the Closing Date, directly or indirectly, offer, sell, contract to sell, lend, swap, or enter into any other agreement to transfer the economic consequences of, or otherwise dispose of or deal with, or publicly announce any intention to offer, sell, contract to sell, grant or sell any option to purchase, hypothecate, pledge, transfer, assign, purchase any option or contract to sell, lend, swap or enter into any agreement to transfer the economic consequences of, or otherwise dispose of or deal with, whether through the facilities of a stock exchange, by private placement or otherwise, any Common Shares held by them, directly or indirectly, unless (among other exceptions) (a) they first obtain the written consent of the Lead Underwriter, on behalf of the Underwriters, which consent will not be unreasonably withheld, delayed or conditioned, (b) there occurs a take-over bid or similar transaction involving a change of control of the Corporation, (c)
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in respect of sales to affiliates of such shareholder, including as a result of the death of any individual shareholder; or (d) in respect of sales of Common Shares issued upon the exercise of existing warrants which expire within 90 days following the Closing Date;

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the Corporation will apply the net proceeds of the Public Offering in the manner specified in the Final Prospectus; provided that the Underwriters hereby acknowledge that there may be circumstances where, for sound business reasons, a re-allocation of funds may be necessary or advisable;
the Corporation will ensure at the Closing Time that the (i) Unit Shares, FT Unit Shares and Charity FT Unit Shares have been duly and validly issued as fully paid and nonassessable Common Shares; and (ii) the Warrants, Broker Warrants and Private Placement Broker Warrants have been duly and validly created and issued;
the Corporation will duly execute and deliver the Warrant Indenture at the Closing Time and comply with and satisfy all terms, conditions and covenants contained therein to be complied with or satisfied by the Corporation;
the Corporation will use its best efforts to file, if applicable, with the Commissions, within 10 days from the date of the sale of the FT Units and Charity FT Units, a Form 45-106F1 prepared and executed in accordance with the Canadian Securities Laws and accompanied by the prescribed fees;
the Corporation shall use the gross proceeds from the sale of the FT Units and the Charity FT Units to fund Qualifying Expenditures on the Corporation’s directly or indirectly held properties in Ontario;
the Corporation shall incur (or be deemed to have incurred) Qualifying Expenditures in an amount equal to the Flow-Through Commitment Amount during the Expenditure Period in accordance with this Agreement and the Flow-Through Subscription Agreements and shall renounce to the Flow-Through Purchasers, with an effective date not later than December 31, 2021, pursuant to subsection 66(12.6) or 66(12.66) of the Tax Act, Qualifying Expenditures incurred (or deemed to be incurred) by the Corporation during the Expenditure Period, in an amount equal to the Flow-Through Commitment Amount;
the Corporation shall not, without the prior consent of the Flow-Through Purchasers enter into any other agreement which would prevent or restrict its ability to renounce Qualifying Expenditures to the Flow-Through Purchasers in the amount of the Flow-Through Commitment Amount. For greater certainty, those expenditures will be incurred by conducting mining exploration activities on properties owned by Corporation in the province of Ontario from or above the surface of the earth for the purpose of determining the existence, location, extent or quality of a “mineral resource” (as that expression is defined in the Tax Act) which is a base or precious metal deposit, or a mineral deposit;
unless required to do so pursuant to subsection 66(12.73) of the Tax Act, the Corporation shall not reduce the amount renounced to the Flow-Through Purchasers pursuant to subsection 66(12.6) of the Tax Act. If the Corporation receives, or becomes entitled to receive, or may reasonably be expected to receive, any assistance which is described in the definition of “assistance” in subsection 66(15) of the Tax Act and the receipt of or entitlement or reasonable expectation to receive such assistance has or will have the effect of either reducing the amount of Qualifying Expenditures validly renounced to the FlowThrough Purchasers to an amount less than the Flow-Through Commitment Amount, the Corporation will incur (or be deemed to have incurred) additional Qualifying Expenditures
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using funds from sources other than the Flow-Through Commitment Amount in an amount equal to such assistance, such that the aggregate Qualifying Expenditures renounced to the Flow-Through Purchasers effective December 31, 2021 pursuant to the terms of this Agreement and the Flow-Through Subscription Agreements will not be less than the Flow-Through Commitment Amount;

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the Corporation 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 FlowThrough Purchasers in an amount equal to the Flow-Through Commitment Amount;
if the Corporation does not renounce to the Flow-Through Purchasers effective on or before December 31, 2021, and incur on or after the Closing Date and on or before the Termination Date, Qualifying Expenditures equal to the Flow-Through Commitment Amount, the Corporation shall indemnify and hold harmless the Flow-Through Purchasers and each of the partners thereof if the Flow-Through Purchasers are a partnership or a limited partnership (for the purposes of this paragraph each an “ Indemnified Person ”) as to, and pay to the Indemnified Person on or before the 20[th] Business Day following the Termination Date, an amount equal to the amount of any tax (within the meaning of subparagraph (c) of the definition of “excluded obligation” at subsection 6202.1(5) of the regulations to the Tax Act) payable under the Tax Act (and under the corresponding provincial legislation) by any Indemnified Person as a consequence of such failure. If the CRA (or any similar provincial tax authority) reduces the amount renounced by the Corporation to the Flow-Through Purchasers pursuant to subsection 66(12.73) of the Tax Act (or any corresponding provincial legislation), the Corporation 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 of such reduction, an amount equal to the amount of any tax (within the meaning of subparagraph (c) of the definition of “excluded obligation” at subsection 6202.1(5) of the regulations to the Tax Act) payable under the Tax Act (and under any 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 Flow-Through Purchasers may have against the Corporation. For certainty, this indemnity shall have no force or effect and the FlowThrough Purchasers shall not have any recourse or rights of action to the extent that such indemnity would otherwise cause the FT Unit Shares, FT Unit Warrants, Charity FT Unit Shares or Charity FT Unit Warrants to be “prescribed shares” within the meaning of section 6202.1 of the regulations to the Tax Act;
the Corporation shall file with the CRA and with any applicable provincial tax authority within the time prescribed by subsection 66(12.68) of the Tax Act and the applicable provisions of provincial law, the forms prescribed by such legislation together with a copy of the Flow-Through Subscription Agreements or any “selling instrument” contemplated by such legislation and shall forthwith following such filings provide to the Flow-Through Purchasers a copy of such forms; and shall file with the CRA and with any applicable provincial tax authority the Prescribed Forms on or before the last day of the first month after each month in which any renunciation is made pursuant to the terms of the FlowThrough Subscription Agreements. The Corporation 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;
the Corporation shall mail to the Flow-Through Purchasers, before March 1, 2022, the relevant Prescribed Forms (including form T101), fully completed and executed,
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renouncing to the Flow-Through Purchasers, Qualifying Expenditures in an amount equal to the Flow-Through Commitment Amount with an effective date of not later than December 31, 2021, and such delivery shall constitute the authorization of the Corporation to the Flow-Through Purchasers to file such Prescribed Forms with the relevant taxation authorities;

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the Corporation shall incur and renounce Qualifying Expenditures pursuant to the FlowThrough Subscription Agreements before incurring and renouncing Qualifying Expenditures pursuant to any other agreement which the Corporation may subsequently enter into after the Closing Date with any person with respect to the issue of shares which are “flow-through shares” as defined in subsection 66(15) of the Tax Act. If the Corporation is required under the Tax Act or otherwise to reduce Qualifying Expenditures previously renounced to the Flow-Through Purchasers and unless the Flow-Through Purchasers otherwise agree, the reduction shall be made pro rata by the number of FT Units and Charity FT Units purchased only after it has first reduced to the extent possible all Qualifying Expenditures renounced to persons (other than the Flow-Through Purchasers) under any agreements relating to shares which are “flow-through shares” as defined in subsection 66(15) of the Tax Act entered into after the Closing Date;

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the Corporation shall not reduce the amount renounced to a Flow-Through Purchaser pursuant to subsection 66(12.73) of the Tax Act;

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the Corporation shall not enter into any other agreement which would prevent or restrict its ability to renounce Qualifying Expenditures to the Flow-Through Purchasers in the amount of the Flow-Through Commitment Amount;

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the Corporation shall, as soon as practicable, use its commercially reasonable efforts to receive all necessary consents to the transactions contemplated herein; and

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the Corporation shall make management of the Corporation available to provide such assistance in marketing the Offering as the Underwriters may reasonably request.

9. Covenants of the Underwriters

Each of the Underwriters hereby covenants to and agrees with the Corporation, severally, and not jointly, and acknowledges that the Corporation is relying upon such covenants in entering into this Agreement, that:

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during the period of distribution of the Units by or through the Underwriters or a Selling Firm, the Underwriters will offer and sell, and the Underwriters will require any Selling Firm to agree to offer and sell, the Units to the public only in the Qualifying Jurisdictions or where they may lawfully be offered for sale or sold upon the terms and conditions set forth in the Prospectuses and this Agreement, either directly or through a Selling Firm. For the purposes of this subsection 9(a), the Underwriters shall be entitled to assume that the Units are qualified for distribution in each Qualifying Jurisdiction where the Final Receipt shall have been obtained or deemed to be obtained from the applicable Commission following the filing of the Final Prospectus;

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the Underwriter (or U.S. Affiliate thereof), as applicable, is, and will remain so, until completion of the Offering, appropriately registered under applicable Securities Laws so as to permit them to lawfully fulfil their obligations hereunder and will not provide any marketing materials to any potential investors in connection with the Offering (other than the Marketing Document filed on SEDAR);
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it will not, directly or indirectly, solicit offers to purchase or sell the Units or deliver any Public Offering Document to Purchasers so as to require registration of the Units or the filing of a prospectus or registration statement with respect to the units under the laws of any jurisdiction other than the Qualifying Jurisdictions, including the United States. Any offer or sale of the Charity FT Units in a Follow-On Transaction in the United States will be made in accordance with the terms and conditions set out in this Agreement;

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it will obtain from each Purchaser and deliver to the Corporation a Flow-Through Subscription Agreement in respect of any FT Units or Charity FT Units purchased by Purchasers; and

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it will use commercially reasonable efforts to complete the distribution of the Offered Securities as promptly as possible after the Closing Time. The Lead Underwriter will notify the Corporation when the Underwriters have ceased the distribution of the Offered Securities and, within 30 days after the Closing Date, will provide the Corporation, in writing, with a breakdown of the number of Offered Securities distributed (i) in each of the Qualifying Jurisdictions, and (ii) in any other jurisdiction.

10. Closing Conditions

The following are conditions to the obligations of the Underwriters to complete the transactions contemplated in this Agreement, which conditions may be waived in writing in whole or in part by the Lead Underwriter on behalf of the Underwriters in its sole discretion: the Underwriters shall have received at the Closing Time a certificate, dated as of the Closing Date, signed by the Chief Executive Officer and Chief Financial Officer of the Corporation, or such other officers of the Corporation as the Underwriters may agree, certifying for and on behalf of the Corporation that:

(i) no order, ruling or determination having the effect of suspending the sale or ceasing the trading in any securities of the Corporation (including the Common Shares) has been issued by any governmental entity and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, are contemplated or threatened by any governmental entity;
(ii) to the knowledge of such officers, after due enquiry, there has been no adverse material change (actual, proposed or prospective, whether financial or otherwise) in the condition (financial or otherwise), properties, assets, liabilities (contingent or otherwise), obligations (whether absolute, accrued, conditional or otherwise), business, affairs, capital, ownership, control, management, operations, results of operations or prospects of the Corporation and the Subsidiaries, on a consolidated basis, since the date hereof;
(iii) the Final Prospectus (except the Underwriter Information) does not contain a misrepresentation and contains full, true and plain disclosure of all material facts relating to the Corporation, the Offering, the Offered Securities as required by Canadian Securities Laws;
(iv) the Corporation has duly complied, in all material respects, with all the terms, covenants and conditions of this Agreement on its part to be complied with up to the Closing Time; and
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(v) the representations and warranties of the Corporation contained in this Agreement are true and correct in all material respects as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement, except in respect of any representations and warranties that are to be true and correct as of a specified date, in which case they were true and correct as of that date;

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the Underwriters shall have received at the Closing Time certificates, dated the Closing Date, signed by appropriate officers of the Corporation addressed to the Underwriters with respect to the articles and by-laws of the Corporation, all resolutions of the Corporation’s board of directors and, as applicable, shareholders relating to the Transaction Documents and the Ancillary Documents and the transactions contemplated hereby and thereby, the incumbency and specimen signatures of signing officers of the Corporation and such other matters as the Underwriters may reasonably request;
the Corporation shall have made and/or obtained all necessary filings, approvals, permits, consents and authorizations to or from, as the case may be, the board of directors and shareholders of the Corporation, the Commissions, the Exchange, and any other applicable person required to be made or obtained by the Corporation in connection with the transactions contemplated by this Agreement, on terms which are acceptable to the Underwriters, acting reasonably;
the Unit Shares, FT Unit Shares, Charity FT Unit Shares, Warrant Shares and Broker Warrant Shares, shall have been conditionally approved for listing and posting for trading on the Exchange, subject only to satisfaction by the Corporation of certain standard postclosing conditions imposed by the Exchange;
the Underwriters shall have received favourable legal opinions addressed to the Underwriters, dated the Closing Date, from Bennett Jones LLP, counsel to the Corporation, and where appropriate, local counsel to the Corporation (it being understood that such counsel may rely to the extent appropriate in the circumstances (i) as to matters of fact, on certificates of the Corporation executed on its behalf by a senior officer of the Corporation and on certificates of the Transfer Agent, as to the issued capital of the Corporation; and (ii) as to matters of fact not independently established, on certificates of the Corporation’s auditors or a public official) with respect to the following matters:
(i) as to the subsistence of the Corporation under the laws of the Province of British Columbia and as to the corporate power and capacity of the Corporation to enter into and carry out its obligations under the Transaction Documents and the Ancillary Documents and to issue and sell the Offered Securities;
(ii) as to the authorized and issued capital of the Corporation;
(iii) the Corporation has all requisite corporate power and capacity under the laws of its jurisdiction of existence to carry on its business as presently carried on and to own, lease and operate its properties and assets;
(iv) with respect to Tyko Resources Inc.: (A) the subsistence of Tyko Resources Inc. under the federal laws of Canada; (B) the authorized and issued capital of Tyko Resources Inc. and the securities thereof held by the Corporation; and (C) the power and capacity of Tyko Resources Inc. to carry on its business as presently carried on and to own, lease and operate its properties and assets;
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(v) the execution and delivery of the Transaction Documents and the Ancillary Documents, the performance by the Corporation of its obligations thereunder, the sale and issuance of the Offered Securities, the Broker Warrants and the Private Placement Broker Warrants, do not and will not conflict with or result in any breach of the articles or by-laws of the Corporation, any applicable corporate laws or any Canadian Securities Laws;
(vi) the Transaction Documents and the Ancillary Documents have been duly authorized and executed and delivered by the Corporation, and constitute valid and legally binding obligations of the Corporation enforceable against it in accordance with its 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 and contribution may be limited by applicable law;
(vii) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Final Prospectus and the filing thereof with the Commissions, the filing of the Marketing Documents with the Commissions and the delivery of each of the preliminary and final U.S. Private Placement Memorandum;
(viii) the Unit Shares, FT Unit Shares and Charity FT Unit Shares have been duly and validly issued as fully paid and non-assessable Common Shares in the capital of the Corporation;
(ix) the Warrants have been duly and validly created and issued and the Warrant Shares have been reserved and authorized and allotted for issuance and upon the receipt of payment therefor by the Corporation and the issue thereof upon exercise of the Warrants in accordance with the provisions of the Warrant Indenture, the Warrant Shares will be duly and validly issued as fully paid and non-assessable Common Shares in the capital of the Corporation;
(x) the Broker Warrants and the Private Placement Broker Warrants have been duly and validly created and issued and the Broker Warrant Shares have been reserved and authorized and allotted for issuance and upon the receipt of payment therefor by the Corporation and the issue thereof upon exercise of the Broker Warrants and the Private Placement Broker Warrants in accordance with the provisions of the Broker Warrant Certificates, the Broker Warrant Shares will be duly and validly issued as fully paid and non-assessable Common Shares in the capital of the Corporation;
(xi) all necessary corporate action has been taken by the Corporation to authorize the issuance of the Unit Shares, the FT Unit Shares, the Charity FT Unit Shares, the Warrants, the FT Unit Warrants, the Charity FT Unit Warrants, the Broker Warrants and the Private Placement Broker Warrants;
(xii) the rights, privileges, restrictions and conditions attaching to the Offered Securities conform in all material respects with the description thereof set forth in the Final Prospectus;
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(xiii) all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits, consents and authorizations of the Commissions in each of the Qualifying Jurisdictions have been obtained by the Corporation to qualify the distribution to the public of the Units in each of the Qualifying Jurisdictions through persons who are registered under Canadian Securities Laws;
(xiv) the statements and opinions concerning tax matters set forth in the Final Prospectus under the headings (including for certainty, all subheadings under such headings) “Certain Canadian Federal Income Tax Considerations” and “Eligibility for Investment” insofar as they purport to describe the provisions of the laws referred to therein are fair and adequate summaries of the matters discussed therein subject to the qualifications, assumptions and limitations set out under such headings;
(xv) the Unit Shares, FT Units Shares, Charity FT Unit Shares, Warrant Shares and Broker Warrant Shares have been conditionally approved for listing and posting for trading on the Exchange, subject only to satisfaction by the Corporation of certain standard post-closing conditions imposed by the Exchange;
(xvi) Computershare Trust Company of Canada has been duly appointed as the warrant agent for the Warrants;
(xvii) Excluding any Underwriter FT Units / Charity FT Units, and except as a result of a Follow-On Transaction or any agreement, arrangement, undertaking or understanding to which the Corporation is not a party and of which it has no knowledge, upon issue, the FT Unit Shares, FT Unit Warrants, Charity FT Unit Shares and Charity FT Unit Warrants will be “flow-through shares” as defined in subsection 66(15) of the Tax Act and will not be “prescribed shares” within the meaning of section 6202.1 of the regulations to the Tax Act;
(xviii) that the first trade of the Unit Shares, Warrant Shares and Broker Warrant Shares issued upon exercise of the Broker Warrants is exempt from, or is not subject to, the prospectus requirements of the Canadian Securities Laws of the Qualifying Jurisdictions and no filing, proceeding or approval will need to be made, taken or obtained under such laws in connection with any such trade, provided that the trade is not a “control distribution” (as defined in National Instrument 45-102 – Resale of Securities ) and the Corporation is a reporting issuer at the time of the trade; and
(xix) as to such other matters as the Underwriters’ legal counsel may reasonably request prior to the Closing Time;

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the Underwriters shall have received certificates, dated the Closing Date, signed by the appropriate officers of each of the Subsidiaries and addressed to the Underwriters and the Underwriters’ legal counsel certifying: (i) the incorporation or formation and subsistence of the Subsidiaries; (ii) the corporate power and capacity of each of the Subsidiaries under the laws of its jurisdiction of existence to carry on its business as presently carried on and to own, lease and operate its properties and assets; and (iii) the authorized and issued capital of each of the Subsidiaries and the ownership thereof, in a form satisfactory to the Underwriters and their counsel, acting reasonably;
the Underwriters shall have received a favourable legal opinion addressed to the Underwriters from Ontario and Finnish counsel to the Corporation, as applicable, dated as of the Closing Date, in the form and substance satisfactory to the Underwriters and their
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counsel, acting reasonably, as to title to the Properties and the Corporation’s or any of the Subsidiaries respective interests therein.

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if any Units are offered and sold pursuant to Schedule “A” attached hereto, the Underwriters shall have received a favourable legal opinion addressed to the Underwriters, dated the Closing Date, from Dorsey & Whitney LLP, special United States counsel to the Corporation, such opinion to be subject to such qualifications and assumptions as the Underwriters may agree and in form satisfactory to the Underwriters and their counsel, acting reasonably, to the effect that it is not necessary in connection with the offer, sale and delivery of the Units to the Accredited Investors in accordance with this Agreement, including Schedule “A” attached hereto, to register the Units (including the Unit Shares and the Warrants comprising the Units) under the U.S. Securities Act, it being understood that such counsel expresses no opinion as to any subsequent reoffer or resale of the Units, the Unit Shares or the Warrants, or the issuance, or any subsequent reoffer or resale, of the Warrant Shares;
the Underwriters shall have received from the Corporation’s auditors a “bring down” comfort letter, dated as of the Closing Date, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in subsection 3(a)(v);
the Underwriters shall have received an executed copy of the Warrant Indenture in form and substance satisfactory to the Underwriters, acting reasonably;
the Underwriters shall have received the Broker Warrant Certificates;
the Underwriters shall have received executed copies of all the lock-up agreements requested by the Underwriters pursuant to subsection 8(o) in form and substance satisfactory to the Underwriters, acting reasonably;
the Underwriters shall have received certificates of status or similar certificates with respect to the jurisdictions in which the Corporation and the Subsidiaries are existing;
the Underwriters shall have received a certificate from the transfer agent and registrar of the Corporation as to the issued and outstanding Common Shares as at the close of business on the Business Day prior to the Closing Date; and
the Underwriters shall have received such other documents as the Underwriters or their counsel may reasonably request prior to the Closing Time;
the Corporation shall not have received any notice from the Exchange that the Unit Shares, FT Unit Shares, Charity FT Unit Shares, Warrant Shares and Broker Warrant Shares shall not be accepted for listing on the Exchange;
that final acceptance of the Offering by the Exchange is subject only to the fulfilment of such customary conditions of the Exchange as set out in the conditional approval letter of the Exchange;
the Underwriters shall have received confirmation from the Corporation that the Corporation is not on the defaulting issuer’s list (or equivalent) maintained by the Commissions in the Qualifying Jurisdictions in which the Corporation is a reporting issuer;
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the Underwriters shall not have exercised any rights of termination set forth in this Agreement; and

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the Corporation shall have accepted the Flow-Through Subscription Agreements.

11. Closing

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The closing of the transactions contemplated under this Agreement (the “ Closing ”) shall be completed electronically at the Closing Time on February 19, 2021 or such other time and date as may be agreed to in writing by the Corporation and the Lead Underwriter (the “ Closing Date ”).

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At the Closing, upon receipt of payment therefor, the Corporation shall provide electronic evidence of the issuance of the Unit Shares, FT Units Shares, Charity FT Unit Shares, Warrants, FT Unit Warrants, Charity FT Unit Warrants, Broker Warrants and Private Placement Broker Warrants (or physical certificates if so advised by the Lead Underwriter) in the names and denominations reasonably requested by the Underwriters.

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At the Closing Time, the Corporation shall deliver to the Underwriters the requisite opinions and certificates as contemplated in subsection 10(e).

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Subject to the conditions set out herein, at the Closing the Underwriters shall pay to the Corporation the aggregate gross proceeds of the sale of the Offered Securities, less, or against, the Underwriting Fee and the expenses as provided in section 12.

12. Underwriters’ Expenses

Whether or not the Offering is completed or the Agreement is executed, the Corporation will pay all reasonable expenses and fees in connection with the Offering, including, without limitation: (i) all expenses of or incidental to the creation, issue, sale or distribution of the Offered Securities and the filing of the Prospectuses; (ii) all costs incurred in connection with the preparation of all other documentation relating to the Offering; (iii) fees and expenses of the Corporation’s legal counsel; (iv) all reasonable out-of-pocket expenses incurred by the Underwriters in connection with the Offering including in connection with marketing the Offering and completion of due diligence; and (v) the reasonable fees and disbursements of legal counsel for the Underwriters and U.S. Affiliates up to a maximum of $100,000 (plus applicable taxes and disbursements). At the option of the Lead Underwriter, such fees and expenses may be deducted from the gross proceeds otherwise payable to the Corporation on the Closing Date. The Corporation shall pay all applicable tax on the foregoing amounts.

13. Obligations Several

The Underwriters’ obligations to purchase the Offered Securities at the Closing Time shall be several and not joint nor joint and several in that:

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each of the Underwriters shall be obligated to purchase only the percentage of the total number of Offered Securities set forth opposite their names below in subsection 13(c); and

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if any of the Underwriters (a “ Refusing Underwriter ”) has not purchased its applicable percentage of the total number of Offered Securities, and the other Underwriter (the “ Continuing Underwriter ”) shall be willing to purchase their own applicable percentage of the total number of Offered Securities, the Continuing Underwriter shall be relieved of their obligations hereunder;
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provided that, notwithstanding the provisions of subsection 13(b), the Continuing Underwriter who shall be willing and able to purchase its applicable percentage of the total number of Offered Securities shall have the right, but not the obligation, to purchase the number of Offered Securities not purchased by the Refusing Underwriter. Nothing in this section 13 shall obligate the Corporation to sell less than all of the Offered Securities or shall relieve any Underwriter in default of liability to the Corporation.

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the applicable percentage of the total number of Offered Securities which each of the Underwriters shall be separately obligated to purchase is as follows:

Underwriter	Percentage
Sprott Capital Partners LP	65%
Mackie Research Capital Corp.	35%

The Lead Underwriter shall be entitled to receive a step-up fee, which shall be equal to 5% of the Underwriting Fee and shall be paid to the Lead Underwriter out of the portion of the Underwriting Fee paid by the Corporation to the Underwriters at the Closing Time. The remaining 95% of the Underwriting Fee shall be distributed among the Underwriters in accordance with the percentages set forth above and provisions of this section 13.

14. Indemnity

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The Corporation hereby agrees to indemnify and hold harmless each of the Underwriters and their affiliates and each of their respective directors, officers, employees, partners, agents and shareholders (collectively, the “ Indemnified Parties ” and individually, an “ Indemnified Party ”), from and against any and all losses (excluding loss of profits), claims (including shareholder actions, derivative or otherwise), actions, suits, proceedings, damages, liabilities or expenses of whatever nature or kind, joint or several, including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims and the reasonable fees, expenses and taxes of their counsel that may be incurred in advising with respect to and/or defending any action, suit, proceedings, investigation or claim that may be made or threatened against any Indemnified Party or in enforcing this indemnity(collectively, the “ Claims ”) to which any Indemnified Party may become subject or otherwise involved in any capacity insofar as the Claims relate to, are caused by, result from, arise out of or are based upon, directly or indirectly, the engagement, whether performed before or after the Corporation’s execution of the Agreement and to reimburse each Indemnified Party forthwith, upon demand, for any legal or other expenses reasonably incurred by such Indemnified Party in connection with any Claim. In case any action, suit, proceeding or claim is brought against an Indemnified Party, or an Indemnified Party has received notice of the commencement of any investigation in respect of which indemnity may be sought against the Corporation, the Indemnified Party will give the Corporation prompt written notice of any such action, suit, proceeding, claim or investigation of which the Indemnified Party has knowledge and the Corporation will undertake the investigation and defence thereof on behalf of the Indemnified Party, including the prompt employment of counsel acceptable to the Indemnified Parties affected, acting reasonably, and the payment of all expenses. Failure by the Indemnified Party to so notify shall not relieve the Corporation of its obligation of indemnification hereunder unless (and only to the extent that) such failure results in forfeiture by the Corporation of substantive rights or defences.
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No admission of liability and no settlement, compromise or termination of any action, suit, proceeding, claim or investigation shall be made without the consent of the Corporation and the consent of the Indemnified Parties affected, such consents not to be unreasonably withheld. Notwithstanding that the Corporation will undertake the investigation and defence of any Claim, an Indemnified Party will have the right to employ separate counsel with respect to any Claim and participate in the defence thereof, but the fees and expenses of such counsel will be at the expense of the Indemnified Party, unless:
(i) employment of such counsel has been authorized in writing by the Corporation;
(ii) the Corporation has not assumed the defence of the action within a reasonable period of time after receiving notice of the Claim;
(iii) the named parties to any such claim include both the Corporation and the Indemnified Party and the Indemnified Party shall have been advised by counsel to the Indemnified Party that there may be a conflict of interest between the Corporation and the Indemnified Party; or
(iv) there are one or more defences available to the Indemnified Party which are different from or in addition to those available to the Corporation such that there may be a conflict of interest between the Corporation and the Indemnified Party; in which case such fees and expenses of such counsel to the Indemnified Party will be for the account of the Corporation. 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.

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The Corporation also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Corporation or any person asserting claims on behalf of or in right of the Corporation for or in connection with the engagement except to the extent any losses, expenses, claims, actions, damages or liabilities incurred by the Corporation are determined by a court of competent jurisdiction in a final judgment that has become non-appealable to have resulted primarily from the gross negligence, fraud, illegal act or wilful misconduct of such Indemnified Party. The Corporation will not, without the Indemnified Party’s prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, suit, proceeding, investigation or claim in respect of which indemnification may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination includes a release of each Indemnified Party from any liabilities arising out of such action, suit, proceeding, investigation or claim. The foregoing indemnity shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that such losses, expenses, claims, actions, damages or liabilities to which the Indemnified Party may be subject were primarily caused by the gross negligence, fraud, illegal act or wilful misconduct of the Indemnified Party.
The Corporation agrees to waive any right the Corporation may have of first requiring the Indemnified Party to proceed against or enforce any right, power, remedy or security or claim payment from any other person before claiming under this indemnity. If for any reason the foregoing indemnity is unavailable (other than in accordance with the terms hereof) to any Indemnified Party or is insufficient to hold the any Indemnified Party harmless, the Corporation shall contribute to the amount paid or payable to the Indemnified Party as a result of such Claim in such proportion as is appropriate to reflect not only the relative benefits received by the Corporation or its shareholders on the one hand and the
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Indemnified Party on the other hand but also the relative fault of the Corporation or any Indemnified Party as well as any relevant equitable considerations, provided that the Corporation shall in any event contribute to the amount paid or payable to an Indemnified Party as a result of such Claim any excess of such amount over the amount of the fees actually received by the Indemnified Party. Notwithstanding any other provision herein, the Underwriters shall not in any event be liable to contribute, in the aggregate, any amounts in excess of any fee actually received by the Underwriters and the Corporation shall be responsible for the balance, whether or not they have been sued.

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The Corporation hereby constitutes the Lead Underwriter as trustee for each of the other Indemnified Parties of the covenants of the Corporation under this indemnity with respect to such persons and the Lead Underwriter agrees to accept such trust and to hold and enforce such covenants on behalf of such persons.

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

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The obligations of the Corporation hereunder are in addition to any liabilities, which the Corporation may otherwise have to the Underwriters or any other Indemnified Party.

15. Termination Rights

The Lead Underwriter may terminate its obligations under the Agreement by written notice to the Corporation on or before the Closing Date in the following circumstances:

If at any time before the Closing Time:

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there shall have occurred any material change in relation to the Corporation or change in a material fact, or there should be discovered (whether through the due diligence of the Lead Underwriter or otherwise) any previously undisclosed material fact required to be disclosed in the Preliminary Prospectus or the Final Prospectus, which, in each case, could reasonably be expected to result in a significant adverse effect on the market price or value of the Common Shares;

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any inquiry, investigation or other proceeding is made or any order is issued under or pursuant to any statute of Canada or any province thereof or any statute of the United States or any state thereof or any stock exchange in relation to the Corporation or any of the Corporation’s securities; (except for any inquiry, investigation or other proceeding or other based upon activities of the Lead Underwriter and not upon activities of the Corporation), which, in the opinion of the Lead Underwriter, acting reasonably, prevents or restricts trading in, or the distribution of, the Common Shares or materially and adversely affects, or might reasonably be expected to materially and adversely affect, the market price or value of the Common Shares;
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if there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequence (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 law or regulation which, in the opinion of the Lead Underwriter, acting reasonably, materially adversely affects or involves, or could materially adversely affect or involve, the Canadian financial markets or the business, operations or affairs of the Corporation and the Subsidiaries, taken as a whole, except for any event, action, state, condition or major financial occurrence based solely upon the activities of the Underwriters in connection with the Offering; or

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the Corporation is in breach of any material term, condition or covenant of the Agreement or any material representation or warranty given by the Corporation in the Agreement is or becomes false.

16. Notice

Any notice to be given hereunder shall be in writing and may be given by electronic mail (e-mail) or by hand delivery and shall, in the case of notice to the Corporation, be addressed and e-mailed or delivered to:

Palladium One Mining Inc.

Suite 550 - 800 West Pender St. Vancouver, BC V6C 2V6

Attention: Derrick Weyrauch Email: [redacted]

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

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

Attention: Abbas Ali Khan Email: [redacted]

and in the case of notice to the Underwriters, to the Lead Underwriter at:

Sprott Capital Partners LP

Royal Bank Plaza, South Tower 200 Bay Street, Suite 2600 Toronto, ON M5J 2J1

Attention: David Wargo / Lisa Edwards Email: [redacted] / [redacted]

With a copy (for information purposes only and not constituting notice)

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to:

Baker & McKenzie LLP

181 Bay Street, Suite 2100 Toronto, ON M5J 2T3

Attention: David Palumbo Email: [redacted]

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

17. Time of the Essence

Time shall be of the essence of this Agreement and every part hereof.

18. Further Assurances

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

19. Assignment

Except as contemplated herein, no party hereto may assign this Agreement or any part hereof without the prior written consent of the other party hereto. Subject to the foregoing, this Agreement shall enure to the benefit of, and shall be binding upon, the Corporation and the Underwriters and each of their respective successors and legal representatives, and nothing expressed or mentioned in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions contained in this Agreement, this Agreement and all conditions and provisions of this Agreement being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person except that the covenants and indemnities of the Corporation set out under the heading “Indemnity” shall also be for the benefit of the Underwriters’ personnel.

20. Counterpart Provision

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

21. Entire Agreement

The provisions herein contained constitute the entire agreement between the parties relating to the Offering and supersede all previous communications, representations, understandings and agreements between the parties with respect to the Offering whether verbal or written.

22. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein and the parties hereto irrevocably attorn to the jurisdiction of the courts of such province.

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23. Survival of Warranties, Representations, Covenants, Indemnities and Agreements

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All warranties, representations, covenants, indemnities and agreements of the Corporation herein contained or contained in documents submitted or required to be submitted pursuant to this Agreement shall survive the purchase by the Purchasers of the Offered Securities and shall continue in full force and effect for the benefit of the Underwriters for a period of three years from the Closing Date notwithstanding the completion of the sale and issue of the Offered Securities hereunder and any subsequent disposition by a Purchaser of the Offered Securities.

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All warranties, representations, covenants, indemnities and agreements of the Underwriters herein contained or contained in documents submitted or required to be submitted pursuant to this Agreement shall survive the purchase by the Purchasers of the Offered Securities and shall continue in full force and effect for the benefit of the Corporation for a period of three years from the Closing Date.

24. Electronic Delivery

The Corporation and the Underwriters shall be entitled to rely on electronic delivery of an executed copy of this Agreement and acceptance by the Corporation and the Underwriters of that delivery shall be legally effective to create a valid and binding agreement between the Corporation and the Underwriters in accordance with the terms of this Agreement.

25. Acceptance

If this Agreement accurately reflects the terms of the proposed transaction and if such terms are agreed to by the Corporation, please communicate acceptance by executing where indicated below and returning a signed copy of this Agreement to the Underwriters.

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Yours very truly,

SPROTT CAPITAL PARTNERS LP by its general partner, SPROTT CAPITAL PARTNERS GP INC.

Per: (signed) _____ "David Wargo" Authorized Signing Officer

MACKIE RESEARCH CAPITAL CORP.

Per: _____ (signed) "Howard Katz" Authorized Signing Officer

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

PALLADIUM ONE MINING INC.

Per: _____ (signed) "Derrick Weyrauch"_ Authorized Signing Officer

SCHEDULE “A”

COMPLIANCE WITH UNITED STATES SECURITIES LAWS

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

The following terms shall have the meanings indicated:

(a) “ Directed Selling Efforts ” means “directed selling efforts” as that term is defined in Rule 902(c) of Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule “A”, it means, subject to the exclusions from the definition of directed selling efforts contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Units and includes the placement of any advertisement in a publication with a general circulation in the United States that refers to the offering of the Units;
(b) “ Foreign Issuer ” means “foreign issuer” as defined in Rule 902(e) of Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule, it means any issuer which is (i) the government of any country other than the United States or of any political subdivision of a country other than the United States; or (ii) a corporation or other organization incorporated under the laws of any country other than the United States, except an issuer meeting the following conditions as of the last business day of its most recently completed second fiscal quarter: (1) more than 50 percent of the outstanding voting securities of such issuer are directly or indirectly owned of record by residents of the United States; and (2) any of the following: (a) the majority of the executive officers or a majority of the directors are United States citizens or residents, (b) more than 50 percent of the assets of the issuer are located in the United States, or (c) the business of the issuer is administered principally in the United States;
(c) “ General Solicitation ” and “ General Advertising ” means “general solicitation” or “general advertising”, 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;
(d) “ Offshore Transaction ” means an “offshore transaction” as that term is defined in Rule 902(h) of Regulation S;
(e) “ Substantial U.S. Market Interest ” means substantial U.S. market interest as that term is defined in Rule 902(j) of Regulation S; and
(f) “ U.S. Purchaser ” has the meaning set forth in the Underwriting Agreement.

Representations, Warranties and Covenants of the Underwriters

The Underwriters acknowledge that the Units 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 or to or for the account or benefit of a U.S. Person or a person in the United States, except in accordance with an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.

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Each Underwriter on behalf of itself and its U.S. Affiliate, if applicable, represents, warrants, covenants and agrees to and with the Corporation severally, but not jointly, that:

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 the Underwriters and its U.S. Affiliate, to persons in the United States or to, or for the account or benefit of, U.S. Persons as provided herein. Accordingly, none of the Underwriters, their Affiliates (including in the U.S. Affiliates) or 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 U.S. Person or a person in the United States or to or for the account of a U.S. Person or a 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 and not acting to or for the account or benefit of a U.S. Person or a person in the United States or the Underwriter, 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 and not acting to or for the account or benefit of a U.S. Person or a person in the United States, or (iii) any Directed Selling Efforts.
It has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Units except with the U.S. Affiliate, any Selling Firm or with the prior written consent of the Corporation. The Underwriter shall require the U.S. Affiliate, if applicable, to agree, and each Selling Firm to agree, for the benefit of the Corporation, to comply with, and shall use its commercially reasonable efforts to ensure that the U.S. Affiliate and each Selling Firm complies with, the same provisions of this Schedule “A” as apply to the Underwriter as if such provisions applied to the U.S. Affiliate and such Selling Firm.
The Underwriter represents and warrants that all offers and sales of Units that have been or will be made by it in the United States, have been or will be made either directly by such Underwriter or through the U.S. Affiliate, if applicable, and in compliance with all applicable U.S. federal and state broker-dealer requirements. The Underwriter or the U.S. Affiliate, as applicable, is a “qualified institutional buyer” (as defined in Rule 144A under the U.S. Securities Act) and 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 made (unless exempted from the respective state’s broker-dealer registration requirements), and a member in good standing with the Financial Industry Regulatory Authority, Inc.
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 to or for the account or benefit of a U.S. Person or a person 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.
Immediately prior to soliciting U.S. Purchasers, the Underwriter, its Affiliates (including the U.S. Affiliate), and any person acting on its or their behalf had reasonable grounds to believe and did believe that each potential Purchaser was an Accredited Investor, and at the time of completion of each sale to a U.S. Person or a person in the United States, the Underwriter, its Affiliates (including the U.S. Affiliate), and any person acting on its or their behalf will have reasonable grounds to believe and will believe, that each Purchaser designated by such Underwriter or its U.S. Affiliate to purchase Units from the Corporation as a substituted purchaser is an Accredited Investor. Any sales of Units in the United States or to or for the account or benefit of a U.S. Person or a person in the United States made to Accredited Investors will be made directly by the Corporation to such Accredited Investors purchasing as substituted purchasers, and each Underwriter and its U.S. Affiliate, as applicable, shall act in the

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capacity as placement agent for such sales.

All U.S. Purchasers solicited by it shall be informed that the Units 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 exemptions from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D or Section 4(a)(2) of the U.S. Securities Act and similar exemptions under applicable state securities laws.
It agrees to deliver, through the U.S. Affiliate, if applicable, to each U.S. Person or person in the United States or to or for the account or benefit of a U.S. Person or a person in the United States to whom it offers to sell or from whom it solicits any offer to buy the Units the U.S. Private Placement Memorandum, including the Preliminary Prospectus and/or the Final Prospectus, as applicable. No other written material will be used in connection with the offer or sale of the Units in the United States or to or for the account or benefit of a U.S. Person or a person in the United States.
Prior to completion of any sale of Units in the United States or to or for the account or benefit of a U.S. Person or a person in the United States, each such Purchaser thereof that is purchasing the Units will be required to provide to the Underwriter, or the U.S. Affiliate offering and selling the Units in the United States or to or for the account or benefit of a U.S. Person or a person in the United States, if applicable, a Subscription Agreement in the form of Exhibit I to the U.S. Private Placement Memorandum and the U.S. Accredited Investor Status Certificate in the form of Schedule A to Exhibit I, and shall provide the Corporation with copies of all such completed and executed exhibits and schedules for acceptance by the Corporation.
At least two Business Days prior to the Closing Date, it will provide the Corporation with a list of all Purchasers that are Accredited Investors.
At the Closing, the Underwriter will, together with the U.S. Affiliate, if applicable, provide a certificate, substantially in the form of Annex I to this Schedule “A”, relating to the manner of the offer and sale of the Units in the United States or to or for the account or benefit of a U.S. Person or a person in the United States. Failure to deliver such a certificate shall constitute a representation by such Underwriter and such U.S. Affiliate, if applicable, that neither it nor anyone acting on its behalf has offered or sold Units to U.S. Purchasers.
As of the Closing Date, with respect to offers and sales of Units to Accredited Investors pursuant to Rule 506(b) of Regulation D (the “ Regulation D Securities ”), the Underwriter represents that neither it, nor any of its general partners, managing members, directors, executive officers, other officers participating in offers and sales to Accredited Investors pursuant to Rule 506(b) of Regulation D or any other person associated with or acting on behalf of the above persons (including, but not limited to, the U.S. Affiliate) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of the Regulation D Securities (each, an “ Underwriter Covered Person ” and, together, the “ Underwriter Covered Persons ”), is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) of Regulation D (a “ Disqualification Event ”) except for a Disqualification Event (i) contemplated by Rule 506(d)(2) of Regulation D and (ii) a description of which has been furnished in writing to the Corporation prior to the date thereof.
As of the Closing Date, the Underwriter represents that it is not aware of any person (other than any Underwriter Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of U.S. Purchasers of Regulation D Securities.
The Underwriter will notify the Corporation in writing, prior to the Closing Date (i) any Disqualification Event relating to any Underwriter Covered Person not previously disclosed to the Corporation and (ii) any event that would, with the passage of time, become a Disqualification Event

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relating to any Underwriter Covered Person.

None of it, any of 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 offer and sale of the Units.

Representations, Warranties and Covenants of the Corporation

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

The Corporation is, and at the Closing Date will be, a Foreign Issuer with no Substantial U.S. Market Interest in its Units, Unit Shares or Warrants.
The Corporation is not, and following the application of the proceeds from the sale of the Units will not be, registered or required to be registered as an “investment company” under the United States Investment Company Act of 1940, as amended.
Except with respect to sales to Accredited Investors solicited by the Underwriters or the U.S. Affiliates, if applicable, in reliance upon the exemptions from registration available under Rule 506(b) of Regulation D or Section 4(a)(2) of the U.S. Securities Act, none of the Corporation, its affiliates, or any person acting on any of their behalf (other than the Underwriters, the U.S. Affiliates, 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 U.S. Person or a person in the United States or to or for the account or benefit of a U.S. Person or 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 and not acting to or for the account or benefit of a U.S. Person or a person in the United States or (ii) the Corporation, its affiliates, and any person acting on any of their behalf reasonably believe that the Purchaser is outside the United States and not acting to or for the account or benefit of a U.S. Person or a person in the United States.
During the period in which the Units are offered for sale, none of the Corporation, its affiliates, or any person acting on any of their behalf (other than the Underwriters, the U.S. Affiliates, their respective affiliates or any person acting on their behalf, in respect of which no representation, warranty, covenant or agreement is made) has engaged in or will engage in any Directed Selling Efforts or has taken or will take any action that would cause the exemptions from registration afforded by Rule 506(b) of Regulation D or Section 4(a)(2) of the U.S. Securities Act or Rule 903 of Regulation S, as applicable, to be unavailable for offers and sales of the Units in accordance with the Underwriting Agreement, including this Schedule “A”.
None of the Corporation, its affiliates or any person acting on any of their behalf (other than the Underwriters, the U.S. Affiliates, their respective affiliates or any person acting on their behalf, in respect of which no representation, warranty, covenant or agreement is made) has offered or will offer to sell, or has solicited or will solicit offers to buy, the Units in the United States or to or for the account or benefit of a U.S. Person or a person in the United States by means of any form of General Solicitation or General Advertising or has taken or will take any action that would constitute a public offering of the Units in the United States within the meaning of Section 4(a)(2) of the U.S. Securities Act.
None of the Corporation or any of its affiliates or any persons acting on any of their behalf (other than the Underwriters, the U.S. Affiliates, 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 or to or for the account or benefit of

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a U.S. Person or a person in the United States, except for offers and sales made through the Underwriters and the U.S. Affiliates, if applicable, in reliance on the exemptions from registration under the U.S. Securities Act provided by Rule 506(b) of Regulation D or Section 4(a)(2) under the U.S. Securities Act; or (ii) any of the Units outside the United States in Offshore Transactions in accordance with Rule 903 of Regulation S.

Since the date that is six months prior to start of the offering of the Offered Securities, (i) it has not sold, offered for sale or solicited any offer to buy, and it will not sell, offer for sale or solicit any offer to buy, any of its securities in a manner that would be integrated with the offer and sale of the Units and would cause the exemptions from registration provided by Rule 506(b)of Regulation D or Section 4(a)(2) of the U.S. Securities Act to become unavailable with respect to the offer and sale of the Units, and (ii) neither it nor any person acting on its behalf has engaged or will engage in any general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D) in connection with any offer or sale of its securities in reliance upon Rule 506(b) of Regulation D or Section 4(a)(2) of the U.S. Securities Act or otherwise in a manner that would be integrated with the offer and sale of the Units and would cause the exemptions from registration provided by Rule 506(b) of Regulation D or Section 4(a)(2) of the U.S. Securities Act to become unavailable with respect to the offer and sale of the Units.
The Corporation will, within the prescribed time periods after the first sale of the Units in the United States or to, or for the account or benefit of, U.S. Persons, prepare and file any forms or notices required under the U.S. Securities Act or any state securities laws in connection with the sale of the Units, including but not limited to filing a Notice of Sales on Form D as required by Rule 503 of Regulation D with the SEC in connection with any sales of Regulation D Securities.
Neither the Corporation nor any of its predecessors or affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminary or permanently enjoining such person for failure to comply with Rule 503 of Regulation D.
None of the Corporation, any of its affiliates or any person acting on any of their behalf (other than the Underwriters, the U.S. Affiliates, their respective affiliates, or any person acting on their behalf, in respect of which no representation, warranty, covenant or agreement is made) 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.
None of the Corporation or any of its predecessors or subsidiaries has had the registration of a class of securities under the U.S. Exchange Act revoked by the SEC pursuant to Section 12(j) of the U.S. Exchange Act and any rules or regulations promulgated under the U.S. Exchange Act.
As of the Closing Date, with respect to offers and sales of Regulation D Securities, none of the Corporation, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Corporation participating in the Offering, any beneficial owner of 20% or more of the Corporation’s outstanding voting equity securities, calculated on the basis of voting power, or any promoter (as that term is defined in Rule 405 under the U.S. Securities Act) connected with the Corporation in any capacity at the time of sale (other than any Underwriter Covered Person, as to whom no representation or warranty is made) (each, an “ Issuer Covered Person ” and, together, the “ Issuer Covered Persons ”) is subject to a Disqualification Event, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) of Regulation D. The Corporation has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Corporation has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) of Regulation D, and has furnished to the Underwriter a copy of any disclosures provided thereunder.
As of the Closing Date, the Corporation is not aware of any person (other than any Underwriter Covered

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Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of U.S. Purchasers.

The Corporation will notify the Underwriters in writing, prior to the Closing Date, of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person.

General

Each of the Underwriters (and their U.S. Affiliates) on the one hand and the Corporation 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.

ANNEX I TO SCHEDULE “A”

UNDERWRITER’S CERTIFICATE

In connection with the private placement in the United States or to or for the account or benefit of a U.S. Person or a person in the United States of Units of the Company pursuant to the Underwriting Agreement, the undersigned Underwriter and [ ● ], its U.S. Affiliate, do hereby certify as follows:

(a) the Units have been offered and sold by us in the United States or to or for the account or benefit of a U.S. Person or a person 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 exempted from the respective 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 U.S. Private Placement Memorandum to offerees in the United States or to or for the account or benefit of a U.S. Person or a person in the United States, we had reasonable grounds to believe and did believe that each such person was an Accredited Investor, and we continue to believe that each U.S. Purchaser of Offered Securities that we have arranged is an Accredited Investor on the date hereof;
(c) all offers and sales of the Units by us in the United States or to or for the account or benefit of a U.S. Person or a person 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;
(e) prior to any sale of Units to a U.S. Person or a person in the United States or to or for the account or benefit of a U.S. Person or a person in the United States, we caused such person to execute a Subscription Agreement in the form agreed to by the Corporation and the Underwriters and attached as Exhibit I to the U.S. Private Placement Memorandum;
(f) neither we, nor our affiliates or any person acting on any of our behalf have taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Units; and
(g) the offering of the Units has been conducted by us in accordance with the terms of the Underwriting Agreement, including Schedule “A” attached thereto.

Terms used in this certificate have the meanings given to them in the Underwriting Agreement (including Schedule “A” attached thereto) unless defined herein.

DATED as of this day of , 2021.

[NAME OF UNDERWRITER] [NAME OF U.S. AFFILIATE]

By:

By: Name: Name: Title: Title:

SCHEDULE “B”

LIST OF CONVERTIBLE SECURITIES

8,737,500 Options

10,770,889 Warrants

AI assistant

GT RESOURCES INC. — Capital/Financing Update 2021

46122_rns_2021-01-26_f00d9696-d774-4b63-b9c9-4891595d9b65.pdf

UNDERWRITING AGREEMENT

Attention: Derrick Weyrauch, President and CEO

INTERPRETATION

TERMS AND CONDITIONS

1. Compliance with Canadian Securities Laws and Certain Obligations of the Corporation

2. Due Diligence

3. Deliveries on Filing and Related Matters

4. Material Change

5. Distribution and Certain Obligations of the Underwriters and the Corporation

Follow-On Transactions:

6. Representations and Warranties of the Corporation

7. Representations and Warranties of the Underwriters

8. Covenants of the Corporation

9. Covenants of the Underwriters

10. Closing Conditions

11.

Closing

12. Underwriters’ Expenses

13. Obligations Several

14. Indemnity

15. Termination Rights

16. Notice

Palladium One Mining Inc.

Sprott Capital Partners LP

Baker & McKenzie LLP

17. Time of the Essence

18. Further Assurances

19. Assignment

20. Counterpart Provision

21. Entire Agreement

22. Governing Law

23. Survival of Warranties, Representations, Covenants, Indemnities and Agreements

24. Electronic Delivery

25. Acceptance

[REMAINDER OF PAGE HAS BEEN LEFT BLANK INTENTIONALLY]

SPROTT CAPITAL PARTNERS LP by its general partner, SPROTT CAPITAL PARTNERS GP INC.

MACKIE RESEARCH CAPITAL CORP.

PALLADIUM ONE MINING INC.

SCHEDULE “A”

COMPLIANCE WITH UNITED STATES SECURITIES LAWS

Representations, Warranties and Covenants of the Underwriters

Representations, Warranties and Covenants of the Corporation

General

ANNEX I TO SCHEDULE “A”

UNDERWRITER’S CERTIFICATE

SCHEDULE “B”

LIST OF CONVERTIBLE SECURITIES

More from GT RESOURCES INC.

GT RESOURCES INC. Capital/Financing Update 2021