SEDAR VERSION
Redacted for personal information.

AGENCY AGREEMENT

November 4, 2025

HydroGraph Clean Power Inc.
1199 West Hastings Street, Suite 1100
Vancouver, BC, Canada
V6E 3T5

Attention: Kjirstin Breure, President & Chief Executive Officer

Canaccord Genuity Corp. (the “Agent”), understands that HydroGraph Clean Power Inc. (the “Corporation”) proposes to issue and sell up to 6,896,560 units (the “Offered Units”) of the Corporation at a price of $2.90 per Offered Unit for aggregate gross proceeds of up to $20,000,024 on a brokered private placement basis pursuant to Part 5A of National Instrument 45-106 (“Listed Issuer Financing Exemption”) or other available prospectus exemptions under NI 45-106 (as defined below) (the “Offering”). Each Unit consists of one Common Share (as defined herein) (a “Unit Share”) and one-half (½) of one common share purchase warrant of the Corporation (each whole warrant, a “Warrant”).

The Warrants will be governed by a warrant indenture between the Corporation and the Warrant Agent (as defined herein) dated the Closing Date pursuant to which the Warrants will be issued and providing for the definitive terms of the Warrants (the “Warrant Indenture”). Each Warrant shall entitle the holder thereof to acquire one additional Common Share (a “Warrant Share”) at a price of $3.50 until the Expiry Time (as defined herein), subject to the Warrant Expiry Acceleration Right (as defined herein).

Upon and subject to the terms and conditions set forth herein, the Agent hereby agrees to act, and upon acceptance hereof, the Corporation hereby appoints the Agent, as the Corporation’s exclusive agent, to offer for sale by way of fully marketed private placement on a “best efforts” agency basis, without underwriter liability, the Offered Units to be issued and sold pursuant to the Offering and the Agent agrees to arrange for purchasers of the Offered Units in the Designated Jurisdictions (as defined herein) or as otherwise agreed by the Agent and the Corporation, through private placements or other offerings on an exempt basis and provided that the Corporation shall not be obligated to file a registration statement, prospectus or similar disclosure document within or outside of Canada.

In consideration of the services to be rendered by the Agent hereunder in connection with the Offering, the Agent will receive the Agent’s Commission (as defined herein) and the Corporation will issue to the Agent the Agent Warrants (as defined herein) as set out in Section 9 of this Agreement. The obligation of the Corporation to pay the Agent’s Commission and to issue the Agent Warrants shall arise at the Closing Time and the Agent’s Commission and the Agent Warrants shall be fully earned by the Agent upon the completion of the Offering.

88712313.3

The Agent shall be entitled to appoint other registered dealers acceptable to the Corporation ("Selling Firms"), acting reasonably, as agents to assist in the Offering and the Agent shall determine the remuneration payable to such Selling Firms, such remuneration to be the sole responsibility of the Agent.

DEFINITIONS

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

"Agent" has the meaning ascribed to such term above;

"Agent's Commission" has the meaning ascribed to such term in Section 9 hereof;

"Agent Warrant Certificate" has the meaning ascribed to such term in Section 9 hereof;

"Agent Warrants" has the meaning ascribed to such term in Section 9 hereof;

"Agent Warrant Shares" has the meaning ascribed to such term in Section 9 hereof;

"Agent's Expenses" has the meaning ascribed to such term in Section 10 hereof;

"Agreement" means this agreement, including all schedules hereto, as amended or supplemented from time to time;

"BCBCA" means the Business Corporations Act (British Columbia);

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

"Canadian Securities Laws" means the Securities Laws of each of the Provinces of Canada;

"CDS" means CDS Clearing and Depository Services Inc.;

"Closing" means the completion of the purchase and sale of the Offered Units, as contemplated by this Agreement;

"Closing Date" means November 4, 2025, or such other date as may be agreed upon by the Corporation and the Agent;

"Closing Time" means 8:00 a.m. (Toronto time) on the Closing Date, or such other time as may be agreed upon by the Corporation and the Agent;

"Common Shares" means the common shares in the capital of the Corporation;

"Corporation" has the meaning ascribed to such term above;

"Corporation IP" means the Intellectual Property that is necessary and material to the business of the Corporation as presently conducted or as proposed to be conducted and that is owned by

88712313.3

and has been developed by or for, or is currently being developed by or for, the Corporation, other than Licensed IP;

“CSE” means the Canadian Securities Exchange;

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

“Designated Jurisdictions” means, collectively, each of the Provinces of Canada, other than Quebec, and such other jurisdictions as the Corporation and the Agent may agree;

“Directed Selling Efforts” means “directed selling efforts” as defined in Rule 902(c) of Regulation S under the U.S. Securities Act;

“DPSP” means a deferred profit sharing plan as defined for purposes of the Tax Act;

“Employee Plans” has the meaning ascribed to such term in Section 4(a)(xxxix);

“Expiry Date” means November 4, 2028, subject to the Warrant Expiry Acceleration Right;

“Expiry Time” means 5:00 p.m. (Toronto time) on the Expiry Date;

“FHSA” means a first home savings account as defined for purposes of the Tax Act;

“Financial Statements” means (i) the unaudited consolidated condensed interim financial statements for the three and nine month period ended June 30, 2025, and (ii) the audited consolidated financial statements of the Corporation for the years ended September 30, 2024 and 2023, together with the notes thereto and the report of the Corporation’s auditors thereon;

“General Advertising” and “General Solicitation” has the meaning ascribed to such terms in Rule 502(c) of Regulation D under the U.S. Securities Act, and includes, but is not limited to, any advertisement, article, notice or other communication published in any newspaper, magazine, similar media or on the internet or broadcast over radio, television or on the internet or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising;

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

“Governmental Authority” means any governmental authority and includes, without limitation, any national or federal government, province, state, municipality or other political subdivision of any of the foregoing, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any corporation or other entity owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing;

88712313.3

"Gross Proceeds" means the gross proceeds from the Offering including, for greater certainty, the President's List Proceeds;

"IFRS" means International Financial Reporting Standards as issued by the International Accounting Standards Board;

"Indemnitor" has the meaning ascribed to such terms in Section 12 hereof;

"Intellectual Property" means, for the relevant Person, all proprietary rights provided in law and at equity to all patents, trademarks, copyrights, industrial designs, Software, Trade Secrets, know-how, concepts, information and other intellectual and industrial property;

"Investor Questionnaire" means the investor questionnaire in the form agreed to by the Agent and the Corporation prior to the date hereof pursuant to which Purchasers shall subscribe for Offered Units;

"IT Systems" means all information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases owned, controlled or used by the Corporation;

"Licensed IP" means the Intellectual Property that is necessary and material to the business of the Corporation as presently conducted or as proposed to be conducted that is owned by any person other than the Corporation and to which the Corporation has rights in by way of a license;

"Listed Issuer Financing Exemption" has the meaning ascribed to such term on the face page of this Agreement;

"Material Adverse Effect" means the effect resulting from any change (including a decision to implement such a change made by the board of directors or by senior management who believe that confirmation of the decision of the board of directors is probable), event, fact, violation, inaccuracy, circumstance, or state of affairs, individually or in the aggregate, that is or would reasonably be expected to be, materially adverse to the business, assets (including intangible assets), liabilities, capitalization, ownership, prospects, or condition (financial or otherwise) of the Corporation;

"Material Agreement" means any Debt Instrument, contract, commitment, joint venture, subscription or investment agreement, lease or other documents or agreement (written or oral), to which the Corporation is a party or otherwise bound and which is material to the Corporation, including this Agreement;

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

"Money Laundering Laws" means, for the relevant Person, any applicable anti-money laundering laws, including the Bank Secrecy Act of 1970, as amended by the USA Patriot Act of 2001, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), Part II.1 of the Criminal Code (Canada) and, in each case, the rules and regulations promulgated thereunder, and

88712313.3

the anti-money laundering laws of the various jurisdictions in which the Person operates, including any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority;

"NI 45-102" means National Instrument 45-102 – Resale of Securities;

"NI 45-106" means National Instrument 45-106 – Prospectus Exemptions;

"NI 51-102" means National Instrument 51-102 – Continuous Disclosure Obligations;

"Offered Units" has the meaning ascribed to such term above;

"Offering" has the meaning ascribed to such term above;

"Offering Document" means the Form 45-106F19 Listed Issuer Financing Document dated October 22, 2025 prepared in connection with Offering and filed on the Corporation’s website and on the Company’s profile on SEDAR+;

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

"Personal Data" has the meaning ascribed thereto in Section 4(a)(xlviii)

"Personnel" has the meaning ascribed to such terms in Section 12 hereof;

"President’s List Proceeds" means the proceeds raised, up to a maximum of $4,000,000 in the aggregate for the Offering, from the President’s List Purchasers;

"President’s List Purchasers" means Purchaser’s under the Offering on the president’s list, as agreed to by the Corporation and the Agent;

"Public Record" means all information contained in any press release, material change report (excluding any confidential material change report), financial statements, management’s discussion and analysis, annual information form, management information circular, business acquisition report, or other document which has been publicly filed by or on behalf of the Corporation pursuant to applicable Securities Laws with the securities regulators in each of the Designated Jurisdictions or otherwise by or on behalf of the Corporation since its date of incorporation;

"Purchasers" means the persons in the Designated Jurisdictions who, as purchasers or beneficial purchasers, acquire the Offered Units pursuant to the Offering;

"Qualified Institutional Buyer" means “qualified institutional buyer” as defined in Rule 144A under the Securities Act;

"RDSP" means a registered disability savings plan as defined for purposes of the Tax Act;

88712313.3

"Registered Plan" means a RRSP, RRIF, RESP, RDSP, FHSA or TFSA;

"RESP" means a registered education savings plan as defined for purposes of the Tax Act;

"RRIF" means a registered retirement income fund as defined for purposes of the Tax Act;

"RRSP" means a registered retirement savings plan as defined for purposes of the Tax Act;

"Sanctioned Person" has the meaning ascribed to such term in Section 4(a)(xlvi);

"Sanctions" has the meaning ascribed to such term in Section 4(a)(xlvi);

"Securities Laws" means, unless the context otherwise requires, all applicable securities laws in each of the Designated Jurisdictions, the respective regulations made thereunder, together with applicable published fee schedules, prescribed forms, policy statements, multilateral and national instruments, orders, blanket rulings, notices and other regulatory instruments of the Securities Regulators;

"Securities Regulators" means, collectively, the securities regulators or other securities regulatory authorities in the Designated Jurisdictions (including the CSE);

"Selling Firms" has the meaning ascribed to such term above;

"Software" means any computer software programs, source code, object code, databases, data and documentation relating to the foregoing, including, without limitation, any computer software programs that incorporate and run models, formula and algorithms for underwater sensors and systems;

"subsidiary" has the meaning ascribed to such term in the Securities Act (Ontario);

"Tax Act" means the Income Tax Act (Canada) and the regulations thereunder;

"Taxes" has the meaning ascribed to such term in Section 4(a)(xxxiv) hereof;

"TFSA" means a tax-free savings account as defined for purposes of the Tax Act;

"Trade Secrets" means any trade secrets as such term is defined in Canadian Intellectual Property laws, and may include research records, processes, procedures, manufacturing formula, technical know-how, technology, blue prints, designs, plans, inventions (whether patentable and whether reduced to practice), invention disclosure and improvements;

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

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

"U.S. Accredited Investor" means an "accredited investor" as that term is defined in Rule 501(a) of Regulation D;

88712313.3

"U.S. Affiliate" has the meaning ascribed to such term in Section 1(d);

"U.S. Person" means a "U.S. person" as such term is defined in Rule 902(k) of Regulation S under the U.S. Securities Act;

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

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

"Warrant Agent" means Endeavor Trust Corporation, in its capacity as warrant agent in respect of the Warrants at its principal office in Toronto, Ontario;

"Warrant Expiry Acceleration Right" means the right of the Corporation to accelerate the Expiry Date to the date which is 30 days following the date of delivery of an acceleration notice if, at any time prior to the Expiry Date, the daily volume-weighted average trading price of the Common Shares on the CSE equals or exceeds $7.00 for a period of 10 consecutive trading days;

"Warrant Indenture" has the meaning ascribed to such term on the face page of this Agreement; and

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

TERMS AND CONDITIONS

(a) Sale on Exempt Basis. The Agent shall use its "best efforts" to arrange for the purchase of the Offered Units:

(i) in the Designated Jurisdictions within Canada on a private placement basis in compliance with applicable Securities Laws; and

(ii) in such Designated Jurisdictions outside Canada, as may be agreed upon between the Corporation and the Agent, on a private placement basis in compliance with all applicable Securities Laws of such jurisdictions and in accordance with Schedule "B", as applicable, provided that no prospectus or registration statement is required to be filed in such jurisdiction.

(b) Filings. The Corporation undertakes to file or cause to be filed all forms or undertakings required to be filed by the Corporation in connection with the issue and sale of the Offered Units such that the distribution of the Offered Units may lawfully occur without the necessity of filing a prospectus or a registration statement in Canada or elsewhere, and the Agent undertakes to use its best efforts to cause Purchasers to complete any forms required by Securities Laws or other applicable securities laws. All fees payable in connection with such filings under all applicable Securities Laws shall be at the expense of the Corporation.

88712313.3

(c) No Offering Memorandum. Neither the Corporation nor the Agent shall: (i) provide to prospective Purchasers any document or other material or information that would constitute an offering memorandum within the meaning of Canadian Securities Law except for the Offering Document; or (ii) engage in any form of General Solicitation or General Advertising in connection with the offer and sale of the Offered Units.

(d) U.S. Matters. Each of the Corporation and the Agent acknowledge and agree that the Offered Units, Unit Shares, Warrant and Warrant Shares have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may be offered and sold only in transactions not subject to the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws and the provisions of Schedule “B” hereto. Each of the Corporation and the Agent agree that all offers and sales of Offered Units have been and will be made in an “offshore transaction” (as such term is defined in Rule 902 of Regulation S under the U.S. Securities Act), in accordance with Rule 903 of Regulation S under the U.S. Securities Act, or for the account or benefit of, U.S. Persons by the Agent, through its United States registered broker-dealer affiliate (“U.S. Affiliate”) to (i) Qualified Institutional Buyers that are also U.S. Accredited Investors and (ii) U.S. Accredited Investors, in each case, for sale directly by the Corporation pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act.

(a) Material Changes. Until the Closing Time, the Corporation shall promptly:

(i) notify the Agent in writing if the Corporation becomes aware of any material fact not previously disclosed, any material change or change in a material fact (in any case, whether actual, anticipated, or to its knowledge, contemplated or threatened) or any event or development that would have a Material Adverse Effect or that would result in a material change or change in a material fact related to the disclosure in the Offering Document;

(ii) notify the Agent in writing of the full particulars of any actual, anticipated, or to the knowledge of the Corporation, contemplated, threatened or prospective material change or change in material fact referred to in Section 2(a)(i) above;

(iii) if required to do so, issue or file promptly and, in any event, within all applicable time limitation periods with the applicable Securities Regulators in Canada, such press release or document as may be required under Canadian Securities Laws and shall comply with all other applicable filing and other requirements under Canadian Securities Laws; and

(iv) in good faith discuss with the Agent within a reasonable amount of time any circumstance or event that is of such a nature that there is or ought to be

88712313.3

consideration given as to whether there may be a material change or change in a material fact described in Sections 2(a)(i) or (ii) above.

(a) Covenants of the Corporation. The Corporation hereby covenants to the Agent and to the Purchasers and their successors and permitted assigns, and acknowledges that each of them is relying on such covenants in connection with the transactions contemplated by this Agreement, that the Corporation (including its successors and assigns if applicable) will:

(i) allow the Agent and its representatives to conduct all due diligence regarding the Corporation which the Agent may reasonably require to be conducted prior to the Closing Date, including making its senior management and legal counsel available to answer any questions which the Agent or its counsel may have and to participate in one or more due diligence sessions to be held prior to Closing;

(ii) use its commercially reasonable efforts to fulfil or cause to be fulfilled, at or prior to the Closing Time, each of the conditions required to be fulfilled by it as set out in Section 6;

(iii) at the Closing Time, duly execute and deliver this Agreement and the Warrant Indenture and comply with and satisfy all terms, conditions and covenants herein and therein contained to be complied with or satisfied by it in all material respects;

(iv) use its commercially reasonable efforts to obtain all consents, approvals, permits, authorizations or filings as may be required under Securities Laws or otherwise necessary for the execution and delivery of and the performance by the Corporation of its obligations hereunder (other than customary post-closing filings required to be submitted within the applicable time frame pursuant to Securities Laws and the rules of the CSE);

(v) subject to applicable law, obtain the prior approval of the Agent as to the content and form of any press release relating to the Offering, such approval not to be unreasonably conditioned, withheld, or delayed; if required by Securities Laws, any press release announcing or otherwise referring to the Offering shall comply with the requirements of the U.S. Securities Act and Rule 135e under the U.S. Securities Act;

(vi) following the Closing Date, use the net proceeds of the Offering substantially in the manner described in the Offering Document;

(vii) ensure that the Unit Shares, on payment therefor, are duly and validly created, authorized and issued as fully-paid and non-assessable Common Shares;

88712313.3

10 -

(viii) ensure that the Warrants, when paid for, are duly and validly created, authorized and issued, and have the attributes corresponding to the description thereof set forth in this Agreement and the Warrant Indenture;

(ix) ensure that the Agent Warrants, when issued in accordance with this Agreement, are duly and validly created, authorized and issued, and have the attributes corresponding to the description thereof set forth in this Agreement and the Agent Warrant Certificate;

(x) ensure that at all times prior to the Expiry Time, sufficient Warrant Shares are allotted and reserved for issuance upon the due and proper exercise of the Warrants (including the Agent Warrants). The Warrant Shares and Agent Warrant Shares, upon issuance in accordance with the terms of the Warrant Indenture and Agent Warrant Certificate, respectively, and when paid for, shall be duly and validly authorized and issued as fully paid and non-assessable Common Shares;

(xi) ensure that, upon issuance, the Unit Shares are listed and posted for trading on the CSE;

(xii) for a period of 24 months from the Closing Date, use its commercially reasonable efforts to maintain (i) the listing of the Common Shares on the CSE or a comparable and recognized stock exchange in North America and (ii) the Corporation’s status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of applicable Securities Laws, provided that each of the foregoing requirements (i) and (ii) is subject to the obligations of the directors to comply with their fiduciary duties to the Corporation and shall not prevent the Corporation from completing a merger, amalgamation, arrangement, take-over bid, going private transaction or other similar transaction involving the purchase or sale of all of the outstanding Common Shares (including the Unit Shares) in compliance with all applicable corporate laws and Canadian Securities Laws;

(xiii) execute and deliver or file with the Securities Regulators as required all forms, notices and certificates relating to the Offering required to be filed pursuant to the Securities Laws in the time required by applicable Securities Laws, including all forms, notices, offering memoranda, certificates, and any such documents required to permit and enable the Offered Units to be lawfully distributed on an exempt basis in the Designated Jurisdictions;

(xiv) promptly notify the Agent of the receipt by the Corporation of any notice by any judicial or regulatory authority or any stock exchange, including the CSE, requesting any material information or any meeting or hearing relating to the Corporation or the Offering;

88712313.3

11 -

(xv) not to, from the date hereof until the date that is 120 days after the Closing Date, without the prior written consent of the Agent, directly or indirectly, offer, issue, grant any option, right or warrant to purchase, or otherwise transfer or dispose of any Common Shares or financial instruments or securities convertible into or exercisable or exchangeable for Common Shares or announce any intention to do any of the foregoing, in a public offering, by way of private placement or otherwise other than (i) in connection with a strategic acquisition in the ordinary course, (ii) pursuant to the exercise or vesting of stock options or other equity compensation securities, (iii) pursuant to the exercise or conversion of rights, warrants, agreements, instruments or other arrangements issued or existing at the date of this Agreement or issued under the Offering, (iv) in the case of a person other than the Corporation, in order to accept a bona fide take over bid or similar business combination transaction made to all securityholders of the Corporation, (v) pursuant to “at-the-market” distributions under a base shelf prospectus, (vi) in connection with grants of stock options, restricted share units (RSUs), or other equity-based awards under the Corporation’s share compensation plan, (vii) in connection with or concurrently with a public listing of the Corporation’s shares in the United States, including any concurrent equity financing, merger, acquisition or similar strategic transaction, and (viii) in connection with the settlement of bona fide debt obligations through the issuance of Common Shares of the Corporation; and

(xvi) cause each of the senior officers and directors of the Corporation to enter into a lock-up agreement in favour of the Agent substantially in the form set out in Schedule “A” attached hereto to be executed and dated concurrently with the closing of the Offering.

(a) Representations and Warranties of the Corporation. The Corporation represents and warrants to the Agent and to the Purchasers, and acknowledges that each of them is relying upon such representations and warranties in connection with the transactions contemplated by this Agreement, that:

(i) the Corporation is a corporation duly formed and validly existing under the BCBCA, has all requisite corporate power and corporate authority and is duly qualified, and is not in violation of its constating documents or in material breach or default in the performance of or observance of any obligation, agreement, covenant or condition contained in any Material Agreement and the Corporation is not a party to or otherwise bound by any instrument or agreement which restricts or otherwise conflicts with the performance by the Corporation of its obligations under this Agreement. No steps or proceedings have been taken by any Person, voluntary or otherwise, requiring or authorizing the dissolution or winding up of the Corporation.

(ii) the Corporation holds or has applied for all permits, licences, registrations, qualifications, consents and authorizations necessary or required to carry on its business or activities as currently conducted and to own or lease and to

88712313.3

12 -

operate its properties, assets and related business and operations and to carry out its obligations under the Material Agreements to which it is a party, except where any such failure to be so qualified or to hold, own or lease such items would not reasonably be expected to have a Material Adverse Effect, and the Offering (including the proposed use of proceeds) will not have any adverse impact on any such permits, licences, registrations, qualifications, consents and authorizations nor require the Corporation to obtain any new permits, licences, registrations, qualifications, consents or authorizations.

(iii) other than Hydrograph Clean Power Ontario Inc., HydroGraph USA, Inc. and Hydrograph UK Ltd., the Corporation has no direct or indirect subsidiary or any investment or proposed investment in any Person;

(iv) the Corporation has all requisite corporate power and capacity to enter into this Agreement and the Warrant Indenture and to perform the transactions contemplated herein and therein, including, without limitation, to issue the Offered Units;

(v) the Corporation has conducted and is conducting its business in material compliance with all applicable laws and regulations of the Province of British Columbia and each other jurisdiction in which the Corporation operates; the Corporation has not received a written notice of non-compliance nor does it know of, nor have reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws and regulations which would have a Material Adverse Effect;

(vi) the Corporation is currently a “reporting issuer” in the provinces of British Columbia and Ontario and is in compliance, in all material respects, with all of its obligations under applicable Canadian Securities Laws, and is not included on a list of defaulting reporting issuers maintained by Securities Regulators in any of the Designated Jurisdictions in Canada; the Corporation has not, since September 30, 2023, been the subject of any investigation by any stock exchange (including the CSE) or any Securities Regulator; the Corporation is current with all filings required to be made by it under Canadian Securities Laws and is not aware of any material deficiencies in the filing of any documents or reports with any Securities Regulators in Canada, and there is no material change relating to the Corporation which has occurred and with respect to which the requisite news release or material change report has not been filed with the Securities Regulators in Canada;

(vii) all documents filed by the Corporation pursuant to Canadian Securities Laws and the rules and regulations of the CSE, including all continuous disclosure documents, as of their respective dates, were true and correct in all material respects and did not contain any misrepresentation at the time of their respective filings, there has not occurred any Material Adverse

88712313.3

13 -

Effect which has not been publicly disclosed and the Corporation has not made any confidential material change report filings with the CSE or any Securities Regulator in Canada that are still maintained on a confidential basis;

(viii) the Common Shares are listed and posted for trading on the CSE and all necessary notices and filings have been made with and all necessary consents, approvals, and authorizations obtained from the CSE to ensure that the Unit Shares, Warrant Shares and Agent Warrant Shares will be posted for trading on the CSE upon their issuance;

(ix) the Unit Shares, the Warrants and the Warrant Shares will be qualified investments for the purposes of the Tax Act at the time of their acquisition under the Offering for trust a governed by a Registered Plan or a DPSP, provided that (A) in the case of the Unit Shares and Warrant Shares, the Unit Shares or the Warrant Shares, as applicable, are listed on a “designated stock exchange” for the purposes of the Tax Act (which currently includes the CSE), or the Corporation is a “public corporation” other than a “mortgage investment corporation” (each as defined in the Tax Act), and (B) in the case of the Warrants, the Warrant Shares acquired on the due exercise of the Warrants in accordance with the terms and conditions of the Warrant Indenture are qualified investments as described in (A) above, and neither the Corporation, nor any person with whom the Corporation does not deal at arm's length for the purposes of the Tax Act, is an annuitant, a beneficiary, an employer or a subscriber under, or a holder of, such Registered Plan or DPSP;

(x) there are no material actions, suits, judgments, investigations, inquiries or proceedings of any kind whatsoever outstanding or, to the best of the Corporation’s knowledge, pending or threatened against or affecting the Corporation or any of its directors, officers or employees, at law or in equity before or by any third party commission, board, bureau or agency of any kind whatsoever and the Corporation is not subject to any judgment, order, writ, injunction, decree, award, rule, policy or regulation of any Governmental Authority, which, either separately or in the aggregate, may have a Material Adverse Effect or that would materially adversely affect the ability of the Corporation to perform its obligations under this Agreement;

(xi) at the Closing Time, all consents, approvals, permits, authorizations or filings as may be required to be made or obtained by the Corporation under Canadian Securities Laws or the rules and regulations of the CSE necessary for the execution and delivery of this Agreement and the Warrant Indenture and the issuance and sale of the Offered Units, and the consummation of the transactions contemplated hereby, under the Warrant Indenture and under the Investor Questionnaires will have been made or obtained, as applicable (other than the filing of reports required under applicable Canadian Securities Laws within the prescribed time periods, which documents shall

88712313.3

14 -

be filed as soon as practicable after the Closing Date and, in any event, within such deadline imposed by applicable Canadian Securities Laws);

(xii) the Unit Shares will not be subject to a restricted period or to a statutory hold period under Canadian Securities Laws;

(xiii) the execution and delivery of this Agreement and the Warrant Indenture, the performance by the Corporation of its obligations hereunder and thereunder, the issue and sale of the Offered Units hereunder and the consummation of the transactions contemplated in this Agreement, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under (whether after notice or lapse of time or both): (A) any statute, rule or regulation applicable to the Corporation including, without limitation, Canadian Securities Laws; (B) the constating documents, by-laws or resolutions of the Corporation which are in effect at the date thereof; (C) any mortgage, Debt Instrument, contract, agreement, instrument, lease or other document to which the Corporation is a party or by which it is bound, including a Material Agreement; or (D) any judgment, decree or order binding the Corporation or the property or assets of the Corporation;

(xiv) at the Closing Time, this Agreement and the Warrant Indenture shall have been duly authorized and executed and delivered by the Corporation and upon such execution and delivery each shall constitute a valid and binding obligation of the Corporation 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;

(xv) at the Closing Time, all necessary corporate action will have been taken by the Corporation to authorize and allot for issuance the Unit Shares, the Warrants, the Warrant Shares, the Agent Warrants and the Agent Warrant Shares as fully paid and non-assessable and validly created and issued, and shall have the attributes corresponding in all material respects to the description thereof set forth in the Offering Document and this Agreement;

(xvi) no order, ruling or determination having the effect of suspending the sale or ceasing the trading in any securities of the Corporation has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or, to the knowledge of the Corporation, are pending, contemplated or threatened by any regulatory authority;

(xvii) the Corporation is not a party to any agreement which in any manner affects the voting control of any of the securities of the Corporation;

(xviii) the Corporation is not affected by any commitment, agreement or document containing any covenant which expressly and materially limits the freedom

88712313.3

15 -

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

(xix) the Corporation does not have any agreements of any nature to acquire, directly or indirectly, any securities, or other equity or proprietary interest in, any Person or any agreements to acquire or lease any other business operations;

(xx) the authorized capital of the Corporation consists of an unlimited number of Common Shares without par value, of which, as at the date hereof, 328,016,010 Common Shares are issued and outstanding as fully paid and non-assessable shares in the capital of the Corporation, and none of the outstanding securities were issued in violation of the pre-emptive or similar rights of any securityholder of the Corporation. There are no outstanding rights, warrants, options, convertible debt or any other securities or rights capable of being converted into, or exchanged or exercised for, any Common Shares or other securities of the Corporation, except for;

(A) 9,457,740 common share purchase warrants exercisable to purchase up to 9,457,740 Common Shares outstanding as of the date thereof;

(B) 20,999,330 options exercisable to purchase up to 20,999,330 Common Shares outstanding as of the date hereof, and

(xxi) Endeavor Trust Corporation, at its principal office in the City of Vancouver, British Columbia, has been duly appointed as the transfer agent of the Corporation;

(xxii) during the 12 months prior to the date of this Agreement, the Corporation has raised $0 using the Listed Issuer Financing Exemption and is not otherwise raising funds under the Listed Issuer Financing Exemption other than in the Offering;

(xxiii) all information and statements contained in the Offering Document are true and correct, in all material respects. The Offering Document, together with any document filed under applicable Securities Laws on or after October 22, 2024, contains disclosure of all material facts about the securities being distributed in the Offering and does not contain a misrepresentation. The Offering Document complies with the requirements of applicable Securities Laws;

(xxiv) the Corporation is and has been a reporting issuer in at least one jurisdiction of Canada for the 12 months immediately before the date that the Corporation filed the news release announcing the Offering;

88712313.3

16 -

(xxv) the Corporation has a class of securities listed for trading on an exchange recognized by a securities regulatory authority in a jurisdiction of Canada;

(xxvi) the Corporation’s operations have not ceased or its principal asset is not cash or cash equivalents, or its exchange listing;

(xxvii) the Corporation has filed all periodic and timely continuous disclosure documents that it is required to have filed by each of the following:

(A) applicable securities legislation;

(B) an order issued by the regulator or securities regulatory authority; and

(xxviii) the Corporation does not plan to use the proceeds from the Offering towards:

(A) an acquisition that is a significant acquisition under Part 8 of NI 51-102;

(B) a restructuring transaction as such term is defined in NI 51-102; and

(C) any other transaction that requires approval of any security holder under the corporate law of the jurisdiction in which the Corporation is incorporated or continued, any requirement of the exchange on which the Corporation’s listed equity securities are listed for trading, or the Corporation’s constating documents;

(xxix) the total dollar amount of the Offering, combined with the dollar amount of all other distributions made by the Corporation under section 5A.2 of NI 45-106 during the 12 months immediately before the date of the issuance of the news release announcing the Offering, will not exceed the greater of the following: (i) $50,000,000; or (ii) 20% of the aggregate market value of the Corporation’s listed securities on the date the Corporation issued the news release announcing the Offering, to a maximum total dollar amount of $50,000,000;

(xxx) the Offering, combined with all other distributions made by the Corporation under section 5A.2 of NI 45-106 during the 12 months immediately before the date of the issuance of the news release announcing the Offering, will not result in an increase of more than 100% of the number, or, in the case of debt, of the principal amount, of the Corporation’s issued and outstanding securities, as of the date that is 12 months before the date of the issuance of such news release;

88712313.3

17 -

(xxxi) the Corporation reasonably expects that, on completion of the Offering, the Corporation will have sufficient available funds to meet its business objectives and all liquidity requirements for a period of 12 months;

(xxxii) the issue of the Offered Units and the completion of the Offering will not be subject to any pre-emptive right or other contractual right to purchase securities granted by the Corporation that has not been waived by the holder of such right;

(xxxiii) all information which has been prepared by the Corporation relating to the Corporation and made available to the Agent for the purposes of enabling the Agent to conduct due diligence in connection with the Offering, was, as of the date of such information and is as of the date thereof, true and correct in all material respects, taken as a whole, and does not contain a misrepresentation;

(xxxiv) the minute books and corporate records of the Corporation for the period from incorporation to the date thereof made available to the Agent are complete in all material respects, contain copies of all material proceedings (or certified copies thereof or drafts thereof pending approval) of the shareholders and the directors (or any committee thereof) thereof and there have been no other meetings, resolutions or proceedings of the shareholders or directors of the Corporation to the date thereof not reflected in such corporate records;

(xxxv) the Corporation does not and has never held any legal or beneficial interest in any real property;

(xxxvi) no legal or governmental proceedings or inquiries are pending to which the Corporation is a party that would result in the revocation or modification of any material certificate, authority, permit or license that is necessary to conduct the business now conducted by the Corporation and, to the knowledge of the Corporation, no such legal or governmental proceedings or inquiries have been threatened against or are contemplated with respect to the Corporation;

(xxxvii) to the knowledge of the Corporation, no counterparty to any material obligation, agreement, covenant or condition contained in any contract or other agreement to which the Corporation is a party, including any Material Agreement, is in default in the performance or observance thereof, except where such violation or default in performance would not have a Material Adverse Effect;

(xxxviii) the Financial Statements have each been prepared in accordance with IFRS, contain no misrepresentations and present fairly, in all material respects, the financial condition of the Corporation on a consolidated basis as at the dates thereof and the results of the operations and cash flows of the Corporation

88712313.3

18 -

on a consolidated basis for the period then ended and contain and reflect adequate provisions or allowance for all reasonably anticipated liabilities, expenses and losses of the Corporation that are required to be disclosed in such financial statements, and there has been no material change in the financial condition, results of operations or accounting policies or practices of the Corporation, except as disclosed in the Financial Statements;

(xxxix) except for liabilities incurred in the ordinary course of the business, there are no material liabilities whether direct, indirect, absolute, contingent or otherwise required to be disclosed in the Financial Statements that have not been disclosed therein;

(xl) the Corporation’s auditors are independent with respect to the Corporation in accordance with the rules of professional conduct applicable to auditors in Canada and applicable Canadian Securities Laws, and there has not been any reportable disagreement (within the meaning of NI 51-102) with such auditors with respect to audits of the Corporation;

(xli) except as would not have a Material Adverse Effect, the Corporation is in compliance with all applicable tax filing obligations and there are no issues or disputes outstanding with any Government Authority respecting any taxes (including income tax, sales and value added taxes, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) that have been paid or may be payable by the Corporation;

(xlii) the Corporation maintains a system of internal accounting controls sufficient in all material respects to provide reasonable assurances that: (A) transactions are executed in accordance with management’s general or specific authorization, and (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain accountability for assets;

(xliii) since September 30, 2024, other than as disclosed in the Public Record, (i) there has not been any Material Adverse Effect and there has been no event or occurrence that could reasonably be expected to result in a Material Adverse Effect, (ii) the Corporation has not declared or paid any dividends, or made any other distribution of any kind, on or in respect of its share capital, (iii) there has not been any material change in the share capital or long-term or short-term debt of the Corporation, and (iv) the Corporation has not, other than in the ordinary course of business, incurred or undertaken any liabilities or obligations, whether direct or indirect, liquidated or contingent, matured or unmatured, or entered into any transactions,

88712313.3

19 -

including in respect of any acquisition or disposition of any business or asset, which are material to the Corporation;

(xliv) the Corporation is the exclusive owners of and possess all right, title and interest in and to all registered Corporation IP or has a license or right to use, sell and license all of the Licensed IP as disclosed in the Public Record, such Intellectual Property being all the material Intellectual Property that is used by the Corporation in connection with its businesses and operations as presently conducted or proposed to be conducted (as described in the Public Record) free and clear of all Liens, with good and marketable title or to its knowledge valid licenses and subject to the terms and conditions of such licenses;

(xlv) the Corporation has taken all commercially reasonable steps to validly maintain, and has not taken any steps that could constitute abandonment of, material registered Corporation IP that is used by the Corporation in connection with its businesses and operations as presently conducted, including paying all necessary fees and filing all appropriate registrations, affidavits and renewals with the appropriate Governmental Authorities;

(xlvi) the Corporation has entered into valid and enforceable written agreements pursuant to which the Corporation has been granted all licenses and permissions to use, reproduce, sub-license, sell, modify, update, enhance or otherwise exploit any Licensed IP to the extent required to operate all material aspects of the business of the Corporation, as currently conducted or proposed to be conducted (as described in the Public Record) for which such Licensed IP is utilized by the Corporation;

(xlvii) all of the Corporation IP owned by the Corporation was created by: (A) employees in the course of their employment, or (B) by contractors or others who have transferred and assigned all of their rights in and to such Corporation IP to the Corporation pursuant to written assignment agreements and have waived their moral rights and rights of a similar nature in and to such Intellectual Property;

(xlviii) each employee of and contractor to the Corporation has signed a confidentiality and non-disclosure agreement and, to the knowledge of the Corporation, there have not been any material breaches of such confidentiality and non-disclosure agreements and the employment of any employee or the retainer of any consultant of the Corporation does not, to the knowledge of the Corporation, violate any non-disclosure or non-competition agreement between any employee or consultant and a third party;

(xlix) except for such licenses, sublicenses and other agreements relating to off-the-shelf Software, which is commercially available on a retail basis, the Corporation has performed all obligations imposed upon it pursuant to all

88712313.3

20 -

licenses, sublicenses, distributor agreements, and other agreements under which the Corporation is either a licensor, licensee or distributor, relating to the Corporation IP or the Licensed IP, all of which, to its knowledge, are valid, enforceable and in full force and effect and such agreement wherein the Corporation is a licensor contain terms and conditions prohibiting the unauthorized use, reproduction, disclosure, reverse engineering or transfer of such Corporation IP, and the Corporation, nor to the knowledge of the Corporation any other party, is in breach of or default in any material respect, nor is there any event which with notice or lapse of time or both would constitute a material default;

(l) to the knowledge of the Corporation, none of the Corporation IP or the Licensed IP, the business operations, or the products or services owned, used, developed, sold, provided, imported, made, licensed or otherwise exploited by the Corporation, and which are material to the Corporation, infringes upon or otherwise violates any Intellectual Property rights of others;

(l) to the knowledge of the Corporation, none of the Corporation IP or the Licensed IP is subject to any outstanding order, and no claims are pending or threatened, which (A) challenge the validity, enforceability, use, ownership or right in or to any such Corporation IP or Licensed IP, (B) allege that the operation of the Corporation’s business as now conducted infringes or otherwise violates any Intellectual Property right or other proprietary rights of a third party and the Corporation has no knowledge of any facts which would form a valid basis for any such claim, or (C) contest the right of the Corporation to sell, license or use any material products or services of the Corporation;

(lii) to the knowledge of the Corporation, no person is infringing upon or otherwise violating the Corporation IP or the Licensed IP and the Corporation has not brought or threatened any action, suit or proceeding for unauthorized use, disclosure, infringement or misappropriation of such Intellectual Property or breach of any license or agreement involving such Intellectual Property against any third party;

(liii) the Corporation has taken all commercially reasonable actions to maintain and protect each item of the material Corporation IP, including taking all commercially reasonable actions and precautions to protect the secrecy, confidentiality and value of its Trade Secrets and the proprietary and confidential nature and value of its confidential proprietary Corporation IP;

(liv) all copies of Software distributed in connection with the business of the Corporation have been distributed by the Corporation solely in object form, and each copy so distributed is, to the knowledge of the Corporation, the subject of a valid, existing and enforceable license agreement;

88712313.3

21 -

(lv) the Corporation has in its possession copies of source code for all Software owned by it and the Corporation has treated all source code for all such Software as confidential and proprietary business information and has taken all reasonable steps to protect the same as Trade Secrets. Such source code is sufficiently documented in a manner that a reasonably skilled programmer could understand so as to modify, compile and otherwise utilize all aspects of the related computer programs without reference to other sources of information;

(lvi) (A) subject to Section 4(a)(lvi)(B), the Corporation has not used open source Software in any manner, to its knowledge, where such use would require disclosure or distribution in source code form, require the licensing for the purpose of making derivative works, impose any restriction on the consideration to be charged for the distribution of such open source Software, create, or purport to create, obligations for the Corporation with respect to Software owned by it or grant, or purport to grant, to any third party, any rights or immunities under Intellectual Property in Software owned by the Corporation, or impose any other material limitation, restriction or condition on the rights of the Corporation with respect to use or distribution of Software that the Corporation owns; and

(B) with respect to any open source Software that is or has been used by the Corporation in any way, such use has been and is in material compliance with all applicable licenses in respect of the open source Software.

(lvii) other than as disclosed in the Public Record, there are no plans for retirement, pension, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive for the benefit of any current or former director, officer, employee or consultant of the Corporation (the "Employee Plans");

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

(lix) no material labour dispute, complaint, grievance or other conflict with the employees of the Corporation currently exists, or to the knowledge of the Corporation, is threatened or pending. No union representation exists respecting the employees of the Corporation and no collective bargaining agreement is in place or currently being negotiated by the Corporation. No action has been taken or, to the knowledge of the Corporation, is contemplated to organize or unionize any employees of the Corporation that would be material to the Corporation. The Corporation is currently in material compliance with all laws and regulations respecting employment

88712313.3

22 -

and employment practices, workers' compensation, occupational health and safety and similar legislation, including payment in full of all amounts owing thereunder, and there are no pending claims or outstanding orders of a material nature against either of them under applicable workers' compensation legislation, occupational health and safety or similar legislation nor has any event occurred which would reasonably be expected to give rise to any such material claim;

(1x) the Corporation is not aware of any licensing or legislation, regulation, by-law or other lawful requirement of any Governmental Authority having lawful jurisdiction over the Corporation presently in force or any publicly disseminated or announced pending or contemplated change to any licensing or legislation, regulation, by-law or other lawful requirement of any Governmental Authority having lawful jurisdiction over the Corporation, that the Corporation anticipates it will be unable to materially comply with or which could reasonably be expected to materially adversely affect the business or the business environment or legal environment under which the Corporation operates;

(1xi) the Corporation has not committed an act of bankruptcy or sought protection from its creditors from any court or pursuant to any legislation, proposed a compromise or arrangement to its creditors generally, taken any proceeding with respect to a compromise or arrangement, taken any proceeding to have itself declared bankrupt or wound up, as the case may be, taken any proceeding to have a receiver appointed for any part of its assets, had any encumbrance or receiver take possession of any of its property, had an execution or distress become enforceable or levied upon any portion of its property or had any petition for a receiving order in bankruptcy or application for a bankruptcy order filed against it, and at the Closing Time, the Corporation will not be an insolvent person (as that term is defined in the Bankruptcy and Insolvency Act (Canada) or equivalent legislation in other jurisdictions);

(1xii) neither the Corporation nor to the knowledge of the Corporation, any director, officer, employee, consultant, representative or agent of the Corporation, has: (A) violated any anti-bribery or anti-corruption laws applicable to the Corporation, including Canada's Corruption of Foreign Public Officials Act, or (B) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (x) to any Government Official, whether directly or through any other Person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Authority; or assisting any representative of the Corporation in obtaining or

88712313.3

23 -

retaining business for or with, or directing business to, any Person; or (y) to any Person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage; neither the Corporation nor to the knowledge of the Corporation, any director, officer, employee, consultant, representative or agent of the Corporation, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Corporation or any director, officer, employee, consultant, representative or agent of the Corporation violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Authority responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request, or citation from any Person alleging non-compliance with any such laws;

(liii) to the knowledge of the Corporation, neither the Corporation nor any director, officer, employee, consultant, representative, affiliate or agent of the Corporation is a Person (a “Sanctioned Person”) currently the target of any sanctions administered or enforced by the United States government, including, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the Financial Transactions Reports Analysis Centre of Canada or other relevant sanctions authority (collectively, “Sanctions”) to the extent such Sanctions apply to the Corporation, and the Corporation will not directly or indirectly use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any Sanctioned Person, to fund any activities of or business with any Sanctioned Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Sanctioned Person (including any Sanctioned Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions; the Corporation has not knowingly engaged in, is not now knowingly engaged in, and will not knowingly engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions;

(liiv) the operations of the Corporation are and have been conducted at all times in compliance with the requirements of Money Laundering Laws and no action, suit or proceeding by or before any court of Governmental Authority or any arbitrator of a non-Governmental Authority involving the Corporation with respect to the Money Laundering Laws is, to the Corporation’s knowledge, pending or threatened;

(lxv) the Corporation’s IT Systems are adequate for, and operate and perform in all material respects as required in connection with, operation of the business of the Corporation as currently conducted, and are, to the

88712313.3

24 -

Corporation’s knowledge, free and clear of all bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, except as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect; the Corporation has implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems that it owns or controls and data of the Corporation therein (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with its business, and to the knowledge of the Corporation, there have been no breaches, violations, outages or unauthorized uses of or accesses to the same, except for those that have been remedied without material cost or liability or the duty to notify any other Person, nor any incidents under internal review or investigations relating to the same; the Corporation is presently in compliance with applicable law, internal policies and contractual obligations relating to the privacy and security of IT Systems that it owns or controls and Personal Data of the Corporation therein in all material respects and has taken commercially reasonable steps to protect such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification; the Corporation has taken all necessary actions to comply with the Personal Information Protection and Electronic Documents Act (Canada) and with all other applicable privacy laws and regulations with respect to Personal Data for which any non-compliance with the same could reasonably be likely to have a Material Adverse Effect;

(lxvi) other than the Material Agreements, the Corporation is not a party to any other material contract, Debt Instrument, trust deed, mortgage, lease, licence or other agreement or instrument, and for greater certainty, the Corporation is not a party to any Debt Instrument;

(lxvii) other than the Agent, there is no Person acting or purporting to act at the request or on behalf of the Corporation that is entitled to any brokerage or finder’s fee or other compensation in connection with the transactions contemplated by this Agreement;

(lxviii) the Corporation has not withheld from the Agent any material fact relating to the Corporation or the Offering; and

(lxix) none of the Corporation, its affiliates, or any person acting on any of their behalf (other that the Agent, its affiliates and any person acting on any of their behalf, as to whom the Corporation make no representation or warranty), has made or will make (i) any offer to sell or any solicitation of an offer to buy, any Offered Units to, or for the account or benefit of, any person in the United States or any U.S. Person, or (ii) any sale of Offered Units to any Purchaser unless, at the time the buy order was or will have been originated, the Purchaser was outside the United States and not a U.S.

88712313.3

25 -

Person, or the Corporation, its affiliates, or any person acting on any of their behalf reasonably believed that such Purchaser was outside the United States and not a U.S. Person, provided that a portion of the Offered Units may be offered in the United States to, or for the account or benefit of, U.S. Persons by the Agent, through its United States registered broker-dealer affiliate to (i) Qualified Institutional Buyers that are also U.S. Accredited Investors and (ii) U.S. Accredited Investors, in each case, for sale directly by the Corporation pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D and/or Section 4(a)(2) of the Securities Act.

It is further agreed by the Corporation that all representations, warranties and covenants contained in this Agreement made by the Corporation to the Agent shall also be deemed to be made for the benefit of Purchasers as if the Purchasers were also parties to this Agreement (it being agreed that the Agent is acting for and on behalf of the Purchasers for this purpose).

(b) Representations, Warranties and Covenants of the Agent. The Agent hereby represents, warrants and covenants to the Corporation, and acknowledges that the Corporation is relying upon such representations and warranties in connection with the completion of the Offering, that:

(i) this Agreement has been duly authorized, executed and delivered by the Agent and shall constitute a valid and binding obligation of the Agent, enforceable against the Agent 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;

(ii) it has and will conduct its activities in connection with the offer and sale of the Offered Units under the Offering in compliance with Canadian Securities Laws and the provisions of this Agreement, and will use reasonable commercial efforts to cause any Selling Firm to comply with all applicable Securities Laws in connection with the sale of the Offered Units, and any Selling Firm appointed by the Agent shall be compensated by the Agent from its compensation hereunder;

(iii) it is duly registered or licensed pursuant to the requirements of Canadian Securities Laws in those jurisdictions in which it is required to be so registered or licensed in order to perform the services contemplated by this Agreement, or if or where not so registered or licensed, it will act only through selling group members who are so registered or licensed;

88712313.3

26 -

(iv) it is duly incorporated and is in good standing in its jurisdiction of incorporation, has all requisite corporate power and authority to enter into and carry out its obligations under this Agreement;

(v) it has not solicited offers to purchase or sell the Offered Units pursuant to the Offering so as to require the filing of a prospectus or registration statement with respect thereto;

(vi) it has not delivered to any prospective Purchaser any document or material which constitutes an offering memorandum under applicable Canadian Securities Laws, other than the Offering Document;

(vii) the Agent and its representatives (including any Selling Firms) have not engaged in or authorized, and will not engage in or authorize any Directed Selling Efforts with respect to the offer and sale of the Offered Units, and have not engaged in or authorized, and will not engage in or authorize, any form of General Solicitation or General Advertising in the United States in connection with or in respect of the Offered Units pursuant to the Offering;

(viii) the Agent is acquiring the Agent Warrants as principal for its own account and not for the benefit of any other person and is acquiring the Agent Warrants for investment only and not with a view to resale or distribution of the Agent Warrants and the Agent is an “accredited investor” as such term is defined in NI 45-106;

(ix) the Agent shall provide to the Corporation as soon as practicable following the applicable Closing Date all information necessary to allow the Corporation to file with each of the Securities Commissions, if required, a report of trade in accordance with applicable Securities Laws within the required time frame;

(x) none of the Agent, its affiliates, or any person acting on any of their behalf, has made or will make (i) any offer to sell or any solicitation of an offer to buy, any Offered Units to, or for the account or benefit of, any person in the United States or any U.S. Person, or (ii) any sale of Offered Units to any Purchaser unless, at the time the buy order was or will have been originated, the Purchaser was outside the United States and not a U.S. Person, or such Agent, its affiliates, or any person acting on any of their behalf reasonably believed that such Purchaser was outside the United States and not a U.S. Person, provided that a portion of the Offered Units may be offered in the United States to, or for the account or benefit of, U.S. Persons by the Agent, through its United States registered broker-dealer affiliate to (i) Qualified Institutional Buyers that are also U.S. Accredited Investors and (ii) U.S. Accredited Investors, in each case, for sale directly by the Corporation pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D and/or Section 4(a)(2) of the Securities Act.

88712313.3

27 -
Closing Deliveries. The purchase and sale of the Offered Units shall be completed at the Closing Time electronically or as otherwise determined by the Agent and the Corporation. At the Closing Time, the Corporation shall, subject to the provisions of Section 6, issue the Offered Units by way of book-entry securities in accordance with the “non-certificated inventory” rules and procedures of CDS, and shall direct CDS to credit the Offered Units to the accounts of participants of CDS as designated by the Agent, against delivery to the Corporation of the Gross Proceeds (less the amounts payable to the Agent provided in Section 9 and Section 10, all of which the Agent will deduct from the Gross Proceeds to be delivered to the Corporation), in lawful money of Canada by electronic money transfer; provided that, if agreed by the Agent or as required pursuant to applicable law, the Corporation shall deliver physical certificates or DRS advices to such Purchasers as the Agent may direct. The Agent and the Corporation may discharge their payment obligations under this section by delivery of certified cheques or bank drafts from the Agent to the Corporation, or by electronic money transfer.
Closing Conditions. Each Purchaser’s obligation to purchase the Offered Units shall be conditional upon the fulfilment at or before the Closing Time of the following conditions:

(a) the Agent shall have received a certificate, dated as of the Closing Date signed by an appropriate officer or director of the Corporation certifying for and on behalf of the Corporation (without personal liability), to the best of their knowledge, information and belief, after due inquiry, that:

(i) no order, ruling or determination having the effect of suspending sale or ceasing the trading in any securities of the Corporation or prohibiting the issue and sale of the Offered Units or any of the Corporation’s issued securities has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of each such officer, contemplated or threatened by any Governmental Authority;

(ii) since the date of this Agreement, (A) there has been no material adverse change (financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise), capital or prospects of the Corporation; and (B) no transaction has been entered into by the Corporation which is or would be material to the Corporation, other than in the ordinary course of business;

(iii) as to the number of Common Shares issued and outstanding as at a date not more than one Business Day prior to the Closing Date;

(iv) the Corporation has complied in all material respects (except where already qualified by a materiality qualification, in which case the Corporation has complied in all respects) with all the covenants and satisfied in all material respects (except where already qualified by a materiality qualification, in which case the Corporation has satisfied in all respects) all covenants and the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing Time; and

88712313.3

28 -

(v) the representations and warranties of the Corporation contained in this Agreement and any certificate of the Corporation delivered hereunder are true and correct in all material respects (or, in the case of any representation or warranty containing a materiality qualification, in all respects) as at the Closing Time, with the same force and effect as if made on and as at the Closing Time;

(b) the Agent shall have received a certificate dated the Closing Date, signed by an appropriate officer or director of the Corporation (without personal liability) addressed to the Agent, with respect to the articles, by-laws and other constating documents of the Corporation all resolutions of the Corporation’s board of directors relating to this Agreement and the Warrant Indenture, and otherwise pertaining to the purchase and sale of the Offered Units and the transactions contemplated hereby and thereby, and the incumbency and specimen signatures of the signing officers;

(c) the Agent shall have received a certificate of status dated one Business Day prior to the Closing Date from the Corporation with respect to the Province of British Columbia, being the jurisdiction in which the Corporation is in existence;

(d) the Agent shall have received satisfactory evidence that all requisite approvals have been obtained by the Corporation in order to complete the Offering;

(e) the Agent shall have received legal opinions addressed to the Agent and the Purchasers, in form and substance satisfactory to the Agent, acting reasonably, dated as of the Closing Date, from Miller Thompson LLP, Canadian counsel to the Corporation, and where appropriate, counsel in the other Designated Jurisdictions, which counsel in turn may rely, as to matters of fact, on certificates of public officials and officers of the Corporation, as appropriate, with respect to the following matters:

(i) as to the incorporation and valid existence of the Corporation;

(ii) as to the authorized and issued capital of the Corporation;

(iii) the Corporation is a reporting issuer under Canadian Securities Laws in the Provinces of British Columbia and Ontario and is not on the list of defaulting issuers maintained under such legislation;

(iv) the corporate power, capacity and authority of the Corporation to carry on business and to own, lease and operate properties and assets, and to carry out its obligations under this Agreement and to issue the Offered Units;

(v) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement and the Warrant Indenture and the performance by the Corporation of each of its obligations hereunder and thereunder, and the issuance of the Offered Units;

88712313.3

29 -

(vi) this Agreement and the Warrant Indenture have been duly authorized and executed and delivered by the Corporation and each constitutes a valid and legally binding agreement of the Corporation enforceable against it 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;

(vii) that no approval, authorization, consent or other order of, and no filing, registration or recording with, any Governmental Authority is required of the Corporation under the laws of the Province of Ontario and the federal laws of Canada applicable therein in connection with: (1) the execution and delivery of this Agreement or the Warrant Indenture and the performance of the Corporation’s obligations hereunder and thereunder, and (2) the issuance and delivery to the Purchasers of the Offered Units pursuant to this Agreement;

(viii) the execution and delivery of this Agreement, the Warrant Indenture, the performance by the Corporation of its obligations hereunder and thereunder and the issuance and sale of the Offered Units does not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both, (A) any resolutions of the directors or shareholders of the Corporation, (B) any statute, rule or regulation applicable to the Corporation, (C) the constating documents of the Corporation, or (D) the BCBCA;

(ix) that the provisions of the Offered Units conform, in all material respects, with the descriptions thereof in the Offering Document and the Investor Questionnaire

(x) the Unit Shares, have been authorized and reserved for issuance and, upon payment, validly created and issued as fully paid and non-assessable Common Shares;

(xi) the Warrants have been duly and validly created and issued and the Warrant Shares have been reserved 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;

(xii) the Agent Warrants have been duly and validly created and issued and the Agent Warrant Shares have been reserved for issuance and upon the receipt of payment therefor by the Corporation and the issue thereof upon exercise of the Agent Warrants, the Agent Warrant Shares will be duly and validly issued as fully paid and non-assessable Common Shares;

88712313.3

30 -

(xiii) the issuance and sale by the Corporation of the Unit Shares and the Warrants to the Purchasers, and the issuance by the Corporation of the Agent Warrants to the Agent in accordance with the terms of this Agreement, is exempt from the prospectus requirements of Canadian Securities Laws and no documents are required to be filed, no proceedings are required to be taken and no approvals, permits, consents or authorizations are required to be obtained by the Corporation under Canadian Securities Laws to permit such issuance and sale; it being noted however that the Corporation is required to file a report of exempt distribution with certain Securities Regulators in Canada in accordance with Canadian Securities Laws and the requirements of the CSE within the required time frame;

(xiv) the first trade in the Unit Shares being exempt from the prospectus requirements of applicable Canadian Securities Laws and no prospectus, offering memorandum or other document is required to be filed, no proceeding is required to be taken and no approval, permit, consent or authorization of regulatory authorities is required to be obtained by the Corporation under Canadian Securities Laws to permit such trade through registrants registered under applicable Canadian Securities Laws who have complied with such laws and the terms and conditions of their registration, provided that at the time of such trade:

(A) the trade is not a “control distribution” (as defined in NI 45-102);

(B) no unusual effort is made to prepare the market or to create a demand for the security that is the subject of the trade;

(D) if the selling security holder is an insider or officer of the Corporation, the selling securityholder has no reasonable grounds to believe that the Corporation is in default of “securities legislation” (as defined in National Instrument 14-101 – Definitions); and

(xv) Endeavor Trust Corporation, at its principal office in the City of Vancouver, British Columbia, has been duly appointed as the transfer agent of the Corporation; and

(f) the Agent shall have received executed copies of all of the lock-up agreements requested by the Agent pursuant to Section 3(a)(xvi) in the form attached hereto as Schedule “A”;

The Corporation agrees that the conditions contained in Section 6 will be complied with insofar as the same relate to acts to be performed or caused to be performed by the Corporation, and the Corporation will use its commercially reasonable efforts to cause all such conditions to be complied with. Any material breach or failure to comply with any of the conditions set out in Section 6 shall entitle the Agent to terminate its obligation under this Agreement by written notice

88712313.3

31 -

to that effect given to the Corporation at or prior to the Closing Time. It is understood that the Agent may waive, in whole or in part, or extend the time for compliance with, any of such terms and conditions without prejudice to the rights of the Agent in respect of any such terms and conditions or any other or subsequent breach or non-compliance, provided that to be binding on the Agent any such waiver or extension must be in writing and signed by the Agent.

Rights of Termination. The Agent shall be entitled to terminate its obligations hereunder by written notice to that effect given to the Corporation at or prior to the Closing Time if:

(a) any inquiry, action, suit, investigation or other proceeding (whether formal or informal) is commenced, announced or threatened or any order made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including, without limitation, the CSE, or any securities regulatory authority or any law or regulation is enacted or changed, or there is any announced change in the interpretation or administration thereof by the CSE or any securities regulatory authority, which in the opinion of the Agent, acting reasonably, operates or could operate to prevent or restrict the distribution of the Offered Units under the Offering, the trading of the Unit Shares, Warrant Shares or Agent Warrant Shares or materially and adversely affects or could reasonably be expected to or will materially and adversely affect the market price or value of the Offered Units;

(b) there should develop, occur or come into effect or existence any event, action, state, circumstance, condition, catastrophe, accident, natural disaster, public health crisis, public protest, financial occurrence, war or act of terrorism or any other occurrence of national or international consequence or any new or change in any law or regulation or governmental action which, in the opinion of the Agent, acting reasonably, materially adversely affects or involves, or could reasonably be expected to, or will, materially adversely affect the financial markets or the business, operations or affairs of the Corporation or the market price or value of the Offered Units under the Offering;

(c) a cease trading order is made or threatened respecting any securities of the Corporation by any securities commission or other competent authority;

(d) there shall be any material change in the affairs of the Corporation, or the Agent become aware of any previously undisclosed material fact or change in a material fact or there should occur a change in any material fact in each case which, in the opinion of the Agent, acting reasonably, has or would be expected to have a Material Adverse Effect or a significant adverse effect on the market price or value of the Offered Units under the Offering;

(e) the state of the financial markets in Canada or elsewhere where it is planned to market the Offering is such that, in the reasonable opinion of the Agent, the Offering cannot be marketed profitably;

88712313.3

32 -

(f) the Agent is not satisfied, in its sole discretion, acting reasonably, with the due diligence review and investigations of the Corporation; or

(g) the Corporation is in breach of a material term, condition or covenant of this Agreement or any representation or warranty given by the Corporation in this Agreement becomes or is false in any material respect and cannot be cured.

Exercise of Termination Right. The rights of termination contained in Section 7 may be exercised by the Agent and are in addition to any other rights or remedies the Agent may have in respect of any of the matters contemplated by this Agreement or otherwise. Any such termination shall not discharge or otherwise affect any obligation or liability of the Corporation provided herein or prejudice any other rights or remedies any party may have as a result of any breach, default or non-compliance by any other party. If the obligations of the Agent are terminated under this Agreement pursuant to the termination rights provided for in Section 7, the Corporation's liabilities to that Agent shall be limited to the obligations under the indemnity, contribution and expense provisions of this Agreement.
Agent's Commission. As consideration for the Agent's services in connection with the issue and sale of the Offered Units under the terms of this Agreement, the Corporation agrees to pay and deliver to the Agent (the "Agent's Commission") (i) a cash fee equal to the aggregate of (A) 6.0% of the Gross Proceeds, excluding the President's List Proceeds, from the sale of the Offered Units; and (B) 3.0% of the President's List Proceeds; and (ii) to issue to the Agent warrants (the "Agent Warrants") exercisable at any time prior to the Expiry Time to acquire that number of Common Shares ("Agent Warrant Shares") which is equal to (A) 6.0% of the number of Offered Units sold under the Offering, excluding the Offered Units sold to the President's List Purchasers; and (B) 3.0% of the number of Offered Units sold to President's List Purchasers, in each case at an exercise price equal to $3.50 per Agent Warrant Share. The obligation of the Corporation to pay the Agent's Commission and to issue the Agent Warrants shall arise at the Closing Time. If the Corporation agrees to pay a commission or fee to anyone other than pursuant to this Agreement (including without limitation any other financial advisor), such commission or fee shall not reduce the amount payable to the Agent under this Agreement and shall be solely of the account of the Corporation. At the Closing Time, the Corporation shall execute and deliver to the Agent a warrant certificate evidencing the Agent Warrants (the "Agent Warrant Certificate") in the form attached hereto as Schedule "C".
Expenses. The Corporation will be responsible for all of its own expenses related to the Offering (whether incurred before or after the date hereof), including, but not limited to: (i) the fees, taxes, disbursements of the Corporation and the Corporation's legal counsels, auditors, and other consultants and service providers retained in connection with the Offering; (ii) all expenses of or incidental to the issue, sale or distribution of the Offered Units; and (iii) all costs incurred in connection with the preparation of documentation relating to the Offering. In addition, the Corporation will be responsible for all the Agent's reasonable expenses of the Offering, including, but not limited to, fees and disbursements of accountants and auditors, technical consultants, translators and other applicable experts; all costs and expenses related to roadshows and marketing activities, printing, filing, issue, sale and distribution, stock exchange approval and other regulatory compliance; other out-of-pocket expenses of the Agent including, but not limited to, travel expenses in connection with due diligence and marketing activities, and fees and

88712313.3

33 -

disbursements of the Agent’s legal counsel, up to the maximum amount set out in section 13 of the Engagement Letter dated October 21, 2025, as amended by Amendment No. 1 to the Engagement Letter dated October 21, 2025, between the Corporation and the Agent (exclusive of applicable taxes and disbursements) (collectively, the “Agent’s Expenses”). On the Closing Date, the Agent’s Expenses incurred to such date shall be paid to the Agent by the Agent deducting such amount from the aggregate proceeds to be paid to the Corporation pursuant to Section 5 of this Agreement.

Survival. All terms, warranties, representations, covenants and agreements herein contained or contained in any documents delivered pursuant to this Agreement shall survive the issue and sale of the Offered Units and continue in full force and effect for the benefit of the Agent, the Purchasers and the Corporation, regardless of the Closing of the Offering and of any investigations carried out by the Agent in connection with the issue and sale of the Offered Units or otherwise, for a period ending on the date that is two years following the Closing Date; provided that the provisions contained Sections 10 and 12 shall survive and continue in full force and effect, indefinitely. In this regard, the Agent shall act as trustees for the Purchasers and accept these trusts and shall hold and enforce such rights on behalf of the Purchasers.
Indemnity.

(a) The Corporation and its affiliates (together, the “Indemnitor”) hereby agrees to jointly and severally indemnify and hold harmless the Agent and any Selling Firms, each of their subsidiaries and affiliates, and each of their respective directors, officers, advisors, employees, partners, shareholders/unitholders and agents, and each person, if any, controlling the Agent, or any of its respective subsidiaries and affiliates (hereinafter referred to as the “Personnel”) from and against any and all expenses, losses, fees, claims, actions (including shareholder actions, derivative actions or otherwise), penalties, damages, obligations, and liabilities, whether joint or several, and the reasonable fees and expenses of their counsel, that may be incurred in advising with respect to and/or defending any actual or threatened claims, actions, suits, investigations or proceedings to which the Agent, Selling Firms, and/or their Personnel may become subject or otherwise involved in any capacity under any statute or common law, or otherwise insofar as such expenses, losses, claims, penalties, damages, liabilities or actions arise out of or are based, directly or indirectly, upon the performance of professional services rendered to the Indemnitor by the Agent, Selling Firms, and their Personnel hereunder, or otherwise in connection with the matters referred to in this Agreement (including the aggregate amount paid in reasonable settlement of any such actions, suits, investigations, proceedings or claims that may be made against the Agent and/or its Personnel, including legal proceedings or investigations by or on behalf of any governmental commission, regulatory authority, stock exchange or other entity having regulatory authority, either domestic or foreign), except that, if and to the extent that a court of competent jurisdiction in a final judgment from which no appeal can be made or a Governmental Authority in a final ruling from which no appeal can be made determines that an actual or threatened claim, action, suit, investigation or proceeding resulted from the gross negligence or willful misconduct of the Agent, Selling Firm, or Personnel claiming indemnity, such

88712313.3

34 -

Person shall promptly reimburse to the Corporation any funds advanced to the indemnified party in respect of such claim, action, suit, investigation or proceeding and the indemnity provided for in this Section 12(a) shall cease to apply to such Person in respect of such claim, action, suit, investigation or proceeding. Without limiting the generality of the foregoing, this indemnity shall apply to all expenses (including legal fees and expenses), losses, claims and liabilities that the Agent, Selling Firms, and/or their Personnel may incur as a result of any action or litigation that may be threatened or brought against the Agent, Selling Firms, and/or their Personnel in respect of, caused by, result from, arise out of or based upon, directly or indirectly, this Agreement or the professional services rendered to the Indemnitor by the Agent, Selling Firms, and/or their Personnel hereunder, whether performed before or after the Indemnitor’s execution of this Agreement.

(b) The Indemnitor agrees to waive any right the Indemnitor may have of first requiring the Agent, Selling Firms, and/or their Personnel to proceed against or enforce any other right, power, remedy or security or claim payment from any other Person before claiming under this indemnity. The Indemnitor also agrees that none of the Agent, Selling Firms, and/or their Personnel shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Indemnitor or any Person asserting a claim on behalf of or in right of the Indemnitor for or in connection with the professional services rendered to the Indemnitor by the Agent, Selling Firms, and/or their Personnel hereunder, whether performed before or after the Indemnitor’s execution of this Agreement.

(c) Promptly after receipt of notice of the commencement of any legal proceeding against the Agent, Selling Firms, or their Personnel or after receipt of notice of the commencement of any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Indemnitor, the Agent, Selling Firms, or their Personnel will notify the Indemnitor in writing of the particulars thereof. However, the failure by the Agent, Selling Firms, or their Personnel to notify the Indemnitor will not relieve the Indemnitor of its obligations to jointly and severally indemnify the Agent, Selling Firms, and/or any Personnel, unless and only to the extent that any delay or failure to give notice herein materially and directly prejudices the defence of such action, suit, proceeding, claim or investigation or directly results in any material increase in the liability hereunder. The Indemnitor shall have 14 days after receipt of the notice to undertake, conduct and control, through the counsel of its own choosing and at its own expense, the settlement or defence of such action, suit, proceeding, claim or investigation. If the Indemnitor undertakes, conducts or controls the settlement or defense of the action, suit, proceeding, claim or investigation, the Agent, Selling Firms, and/or their Personnel shall have the right to participate in the settlement or defense of such action, suit, proceeding, claim or investigation and the Indemnitor shall throughout the course thereof provide copies of all relevant documentation to Agent, Selling Firms, and/or their Personnel and will keep the Agent, Selling Firms and/or their Personnel advised of the progress thereof. The Indemnitor shall on behalf of itself and the Agent, Selling Firms, and/or any Personnel, as applicable, be entitled to (but not required) to assume the defence of any action, suit,

88712313.3

35 -

proceeding, claim or investigation; provided, however, that (i) the defence shall be conducted through legal counsel acceptable to the Agent, Selling Firms, and/or any Personnel, as applicable, acting reasonably, and (ii) no settlement of any such action, suit, proceeding, claim or investigation may be made by the Indemnitor, and the Indemnitor shall not compromise, consent to the entry of any judgment in or otherwise seek to terminate any such action, suit, proceeding, claim or investigation in respect of which indemnification may be sought under this indemnity (whether or not the Agent, Selling Firms, and/or any Personnel are party to such action, suit, proceeding, claim or investigation), without the prior written consent of the Agent, Selling Firms, and/or any Personnel, as applicable, unless the Indemnitor has acknowledged in writing that the Agent, Selling Firms, and any Personnel are entitled to be indemnified in respect of any such action, suit, proceeding, claim or investigation and such settlement, compromise, consent or termination includes an unconditional release of the Agent, Selling Firms, and any Personnel from any liabilities arising out of such action, suit, proceeding, claim or investigation without any admission of negligence, misconduct, liability by or on behalf of the Agent, Selling Firms, and any Personnel.

(d) The Indemnitor agrees that in case any legal proceeding shall be brought against the Indemnitor and/or the Agent, Selling Firms, or their Personnel by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, or shall investigate the Indemnitor and/or the Agent, Selling Firms, and/or any Personnel or shall require the Indemnitor and/or the Agent, Selling Firms, and/or any Personnel to testify in connection therewith or respond to procedures designed to discover information regarding, in connection with, or by reason of the performance of professional services rendered to the Indemnitor by the Agent, the Agent shall have the right to retain counsel of their choice to separately represent them in the defense of a claim, which shall be at the Indemnitor’s expense if (i) the Indemnitor does not promptly assume the defence of the claim (using experienced and competent counsel) no later than 14 days after receiving actual notice of the claim (as set forth in Section 12(c) above), (ii) the Indemnitor agrees to separate representation, or (iii) the Agent is advised by counsel that there is an actual or potential conflict in the Indemnitor’s and the Agent’s respective interests or additional defences are available to the Agent which makes representation by the same counsel inappropriate. The Indemnitor also agrees to reimburse the Agent and/or its Personnel for time spent in connection with any claim at their normal per diem rates and the reasonable out-of-pocket expenses incurred by the Agent and/or its Personnel in connection therewith.

(e) If for any reason, the foregoing indemnification is unavailable to the Agent, Selling Firms, any Personnel or insufficient to hold harmless the Agent, Selling Firms, or any Personnel, then the Indemnitor shall contribute to the amount paid or payable by the Agent, Selling Firms, or any Personnel as a result of such expense, loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitor on the one hand, and the Agent, Selling Firms, or any Personnel on the other hand, but also the relative fault of the

88712313.3

36 -

Indemnitor and the Agent, Selling Firms, or any Personnel, as well as any relevant equitable considerations; provided that the Indemnitor shall in any event contribute to the amount paid or payable by the Agent, Selling Firms, or any Personnel as a result of such expense, loss, claim, damage or liability any excess of such amount over the aggregate amount of the fees received by the Agent under this Agreement.

(f) The Indemnitor hereby constitutes the Agent as trustees for each of the other indemnified parties (being any of the Agent, Selling Firms, and/or their Personnel) of the Indemnitor’s covenants under this indemnity with respect to those Persons and the Agent agrees to accept that trust and to hold and enforce those covenants on behalf of those Persons. The indemnity, contribution and other obligations of the Indemnitor hereunder shall be in addition to any liabilities which the Indemnitor may otherwise have to the Agent, Selling Firms, and/or their Personnel, shall extend upon the same terms and conditions to the Personnel of the Agent and Selling Firms and shall be binding upon and enure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnitor, the Agent, Selling Firms, and any of the Personnel. The foregoing provisions shall survive the completion or termination of professional services rendered under this Agreement or any termination of the authorization given by this Agreement.

Advertisements. If the Offering is successfully completed, the Corporation acknowledges and agrees that the Agent will be permitted to publish, at their own expense, public announcements or other communications relating to their services in connection with the Offering as they consider appropriate, in compliance with all laws, including Securities Laws.
Notices. Unless otherwise expressly provided in this Agreement, any notice or other communication to be given under this Agreement (a “notice”) shall be in writing addressed as follows:

(a) If to the Corporation, to:

HydroGraph Clean Power Inc.
1199 West Hastings Street, Suite 1100,
Vancouver, BC, Canada
V6E 3T5

Attention: Kjirstin Breure
Email: [Redacted – Personal Information]

with a copy (which shall not constitute notice) to:

Miller Thompson LLP
Scotia Plaza
40 King Street West, Suite 6600
Toronto, Ontario M5H 3S1

Attention: Alexander Lalka
Email: [Redacted – Personal Information]

88712313.3

37 -

(b) If to the Agent, as follows:

Canaccord Genuity Corp.
40 Temperance St.
Toronto, Ontario M5H 0B4

Attention: Graham Saunders, Managing Director, Head of Origination
Email: [Redacted – Personal Information]

with a copy (which shall not constitute notice) to:

Goodmans LLP
Bay Adelaide Centre
333 Bay Street, Suite 3400
Toronto, Ontario M5H 2S7

Attention: David Coll-Black / Randy McAuley
Email: [Redacted – Personal Information]

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

Each notice shall be personally delivered to the addressee or sent by email transmission to the addressee and (i) a notice which is personally delivered shall, if delivered on a Business Day, be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is delivered; and (ii) a notice which is sent by email transmission shall be deemed to be given and received on the first Business Day following the day on which it is confirmed to have been sent.

Relationship between the Corporation and the Agent. In connection with the services described herein, the Agent shall act as an independent contractor, and any duties of the Agent arising out of this Agreement shall be owed solely to the Corporation. The Corporation acknowledges that the Agent is a securities firm engaged in securities trading and brokerage activities, as well as providing investment banking and financial advisory services, which may involve services provided to other companies engaged in businesses similar or competitive to the business of the Corporation. The Corporation acknowledges and agrees that in connection with all aspects of the engagement contemplated hereby, and any communications in connection therewith, the Corporation, on the one hand, and the Agent and any of its affiliates through which the Agent may be acting, on the other hand, will have a business relationship that does not create, by implication or otherwise, any fiduciary duty on the part of any of the Agent or such affiliates, and each party hereto agrees that no such duty will be deemed to have arisen in connection with any such transactions or communications. Information which is held elsewhere within the Agent, but of which none of the individuals in the investment banking department or division of the Agent involved in providing the services contemplated by this Agreement actually has knowledge (or without breach of internal procedures can properly obtain), will not for any purpose be taken into account in determining any of the responsibilities of the Agent to the Corporation under this Agreement.
Time of the Essence. Time shall, in all respects, be of the essence hereof.

88712313.3

38 -
Currency. All references herein to dollar amounts and expressed as ‘$’ are to the lawful money of Canada, unless indicated otherwise.
Headings. The headings contained herein are for convenience only and shall not affect the meaning or interpretation thereof.
Singular and Plural, etc. Where the context so requires, words importing the singular number include the plural and vice versa, and words importing gender shall include the masculine, feminine and neuter genders.
Entire Agreement. This Agreement constitutes the only agreement among the parties with respect to the subject matter hereof and shall supersede any and all prior negotiations and understandings. This Agreement may be amended or modified in any respect by written instrument only.
Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The Corporation and the Agent irrevocably attorn to the jurisdiction of the courts of the Province of Ontario with respect to any matters arising out of this Agreement.
Successors and Assigns. The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Corporation, the Agent and the Purchasers and their respective executors, heirs, successors and permitted assigns; provided that, this Agreement shall not be assignable by any party without the written consent of the others.
Further Assurances. Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement.
Absence of Fiduciary Relationship. The Corporation acknowledges and agrees that: (a) the Agent has not assumed nor will it assume a fiduciary responsibility in favour of the Corporation with respect to the Offering contemplated hereby or the process leading thereto and the Agent has no obligation to the Corporation with respect to the Offering contemplated hereby except the obligations expressly set forth in this Agreement; (b) the Agent and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Corporation; and (c) the Agent has not provided any legal, accounting, regulatory or tax advice with respect to the Offering contemplated hereby and the Corporation has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.
Language. The parties confirm their express wish that this Agreement and all related documents be drafted in the English language. Les Parties confirment leur volonté express que la présente convention et tous les documents s'y rattachant soient rédigé en langue anglaise.

88712313.3

39 -
Effective Date. This Agreement is intended to and shall take effect as of the date first set forth above, notwithstanding its actual date of execution or delivery.
Counterparts and Facsimile. This Agreement may be executed in any number of counterparts and delivered by email or facsimile, each of which so executed and delivered shall constitute an original and all of which taken together shall form one and the same agreement.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

88712313.3

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

Yours very truly,

CANACCORD GENUITY CORP.

Per: (signed) “Graham Saunders”

Authorized Signatory

88712313.3

Signature Page – Agency Agreement

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

HYDROGRAPH CLEAN POWER INC.

Per: (signed) “Kjirstin Breure”

Authorized Signatory

88712313.3

Signature Page – Agency Agreement

88712313.3

SCHEDULE “A”

FORM OF LOCK-UP AGREEMENT

A-1

88712313.3

SCHEDULE “B”

COMPLIANCE WITH UNITED STATES SECURITIES LAWS

As used in this Schedule and related exhibits, the following terms shall have the meanings indicated:

(a) “Directed Selling Efforts” means “directed selling efforts” as defined in Rule 902(c) of Regulation S under the U.S. Securities Act;

(b) “Disqualification Event” means any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) of Regulation D;

(d) “General Solicitation” and “General Advertising” has the meaning ascribed to such terms in Rule 502(c) of Regulation D under the U.S. Securities Act, and includes, but is not limited to, any advertisement, article, notice or other communication published in any newspaper, magazine, similar media or on the internet or broadcast over radio, television or on the internet or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising;

(e) “Non-Brokered U.S. Offering” means the offer and sale by the Company of Units to U.S. Purchasers without the involvement of the Agent or its U.S. Affiliates;

(f) “Offered Securities” means the Unit Shares and Warrants;

(g) “Offshore Transaction” means an “offshore transaction” as defined in Rule 902(h) of Regulation S;

(h) “Qualified Institutional Buyer Certificate” means the United States Qualified Institutional Buyer Certificate attached to the Investor Questionnaires as Appendix “D” and delivered to U.S. Purchaser offerees who are Qualified Institutional Buyers of the Units alongside the Offering Document;

(i) “SEC” means the United States Securities and Exchange Commission;

(j) “Substantial U.S. Market Interest” means “substantial U.S. market interest” as that term is defined in Rule 902(j) of Regulation S;

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

(l) "U.S. Purchaser" means a Purchaser of Units that (i) is in the United States or a U.S. Person, (b) is purchasing Units for the account or benefit of a U.S. Person or any person in the United States, (iii) receives or received an offer of the Units while in the United States, or (iv) is or was (or its authorized signatory is or was) in the United States at the time the

B-1

Purchaser's buy order was made, and, in each case, is a Qualified Institutional Buyer or a U.S. Accredited Investor, in each case, purchasing in accordance with Schedule "B" hereto;

(m) “U.S. Accredited Investor Certificate” means the United States Accredited Investor Certificate attached to the Investor Questionnaires as Appendix “C” and delivered to U.S. Purchaser offerees and purchasers of the Units alongside the Offering Document; and

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

All other capitalized terms used but not otherwise defined in this Schedule shall have the meanings assigned to them in the Agreement to which this Schedule is attached.

Representations, Warranties and Covenants of the Corporation

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

The Corporation is a Foreign Issuer and reasonably believes that there is no Substantial U.S. Market Interest with respect to the Offered Securities.
The Corporation is not, and after giving effect to the Offering contemplated by this Agreement and the application of the proceeds of the Offering contemplated by this Agreement, will not be, an "investment company" as such term is defined under the United States Investment Corporation Act of 1940, as amended, registered or required to be registered under such Act.
The Offered Securities and Warrant Shares have not been and will not be registered under the U.S. Securities Act or any securities laws of any state of the United States and may be offered and sold only in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and applicable state securities laws. Except with respect to sales of Offered Securities and Warrant Shares to U.S. Purchasers that are U.S. Accredited Investors or Qualified Institutional Buyers (that are also U.S. Accredited Investors) identified by the Agent and the U.S. Affiliates in accordance with this Schedule "B" or pursuant to the Non-Brokered U.S. Offering, in each case, in reliance upon the exemption from registration under the U.S. Securities Act provided by Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and similar exemptions from applicable securities laws of any state of the United States, neither the Corporation nor any of its affiliates, nor any person acting on any of their behalf (other than the Agent, its affiliates (including the U.S. Affiliates), any members of the Selling Group formed by them, or any person acting on any of their behalf, as to whom the Corporation makes no representation, warranty, acknowledgement, covenant or agreement), has made or will make (A) any offer to sell, or any solicitation of an offer to buy, any Offered Securities and Warrant Shares in the United States or to, or for the account or benefit of, a U.S. Person, or (B) any sale of Offered Securities and Warrant Shares unless, at the time the buy order was or will have been originated, the Subscriber is (i) outside the United States and not a

88712313.3

U.S. Person and not acting for the account or benefit of a U.S. Person, or (ii) the Corporation, its affiliates, and any person acting on any of their behalf reasonably believe that the Subscriber is outside the United States and not a U.S. Person and not acting for the account or benefit of a U.S. Person.

None of the Corporation, any of its affiliates, or any person acting on any of their behalf (other than the Agent, its affiliates (including the U.S. Affiliates), any members of the Selling Group formed by them, or any person acting on any of their behalf, as to whom the Corporation makes no representation, warranty, acknowledgement, covenant or agreement), has engaged or will engage in any Directed Selling Efforts, or has taken or will take any action that would cause the exemption provided by Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act to be unavailable for offers and sales of the Offered Securities and Warrant Shares in the United States to, or for the account or benefit of, U.S. Persons in accordance with this Agreement, or has taken or will take any action that would cause the exclusion from registration afforded by Rule 903 of Regulation S to be unavailable for offers and sales of the Offered Securities and Warrant Shares outside the United States to non-U.S. Persons that are not acting for the account or benefit of U.S. Persons in accordance with this Agreement.
None of the Corporation, any of its affiliates or any person acting on behalf of any of them (other than the Agent, its affiliates (including the U.S. Affiliates), any members of the Selling Group formed by them, or any person acting on any of their behalf, as to whom the Corporation makes no representation, warranty, acknowledgement, covenant or agreement) has offered or will offer to sell, or has solicited or will solicit offers to buy, any of the Offered Securities and Warrant Shares in the United States to, or for the account or benefit of, U.S. Persons by means of any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.
Neither the Corporation nor any person acting on behalf of the Corporation has, within 30 calendar days prior to the commencement of the Offering, sold, offered for sale or solicited any offer to buy any of the Corporation's securities of the same or similar class as any of the securities comprising the Offered Securities, and will not do so during this Offering and for a period of 30 calendar days following the completion of this Offering, in a manner that would be integrated with the offer and sale of the Offered Securities and Warrant Shares and would cause the exemption from registration set forth in Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act to become unavailable with respect to the offer and sale of the Offered Securities and Warrant Shares to, or for the account or benefit of, persons in the United States or U.S. Persons.
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, preliminarily or permanently enjoining such person for failure to comply with Rule 503 of Regulation D.

B-3

88712313.3

None of the Corporation, its affiliates or any person acting on any of their behalf (other than the Agent, its affiliates (including the U.S. Affiliates), any members of the Selling Group formed by them, or any person acting on any of their behalf, as to whom the Corporation makes no representation, warranty, acknowledgement, covenant or agreement) has engaged or will engage in any violation of Regulation M under the U.S. Exchange Act in connection with the offering of the Offered Securities and Warrant Shares contemplated by this Agreement.
The Corporation will, within prescribed time periods, prepare and file any forms or notices required under the U.S. Securities Act or applicable state securities laws in connection with the offer and sale of the Offered Securities and Warrant Shares to, or for the account or benefit of, persons in the United States and U.S. Persons, including filing a Form D with the SEC, if applicable.
None of the Corporation or any of its predecessors 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 thereunder.
With respect to Offered Securities and Warrant Shares offered and sold hereunder in reliance on Rule 506(b) of Regulation D (the "Regulation D Securities"), none of the Corporation, any of its predecessors, any "affiliated" (as such term is defined in Rule 501(b) of Regulation D) issuer, any director or executive officer, any other officer of the Corporation participating in the offering of the Regulation D Securities, 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 of the Regulation D Securities (other than any Dealer Covered Person (as defined below), as to whom no representation is made) (each, an "Issuer Covered Person" and, together, "Issuer Covered Persons") is subject to any Disqualification Event. The Corporation has exercised reasonable care to determine: (i) the identity of each person that is an Issuer Covered Person; and (ii) 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 Agent a copy of any disclosures provided thereunder. The Corporation has not paid and will not pay, nor is it aware of any person that has paid or will pay, directly or indirectly, any remuneration to any person (other than the Dealer Covered Persons (as defined below)) for solicitation of Purchasers of the Regulation D Securities.
Upon receipt of a written request from a Subscriber in the United States, the Corporation shall make a determination if the Corporation, is a "passive foreign investment company" (a "PFIC") within the meaning of section 1297(a) of the United States Internal Revenue Code of 1986, as amended (the "Code"), during any calendar year following the purchase of the Offered Securities by such Subscriber, and if the Corporation determines that it is a PFIC during such year, the Corporation will provide to such Subscriber, upon written request, all information that would be required to permit a United States shareholder to

B-4

88712313.3

make an election to treat the Corporation, as a “qualified electing fund” for the purposes of the Code.

The Corporation will offer and sell Units in the Non-Brokered U.S. Offering only to persons that the Corporation reasonably believes and does believe are U.S. Accredited Investors in a manner that that will not cause the exemption from registration provided by Rule 506(b) of Regulation D or the exclusion from registration afforded by Rule 903 of Regulation S to be unavailable for offers and sales of Units hereunder. In relation to the Non-Brokered U.S. Offering, the Corporation had a substantial pre-existing relationship with each U.S. Purchaser.

Representations, Warranties and Covenants of the Agent

The Agent represents, warrants, acknowledges, and covenants to and with the Corporation (on its own behalf and on behalf of its U.S. Affiliate), as at the date hereof and as at the Closing Date, that:

It acknowledges that the Offered Securities and Warrant Shares have not been and will not be registered under the U.S. Securities Act or any securities laws of any state of the United States and may be offered and sold only in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and applicable securities laws of any state of the United States. It has not offered, and it will not offer, any Offered Securities and Warrant Shares except: (a) in an Offshore Transaction, in accordance with Rule 903 of Regulation S; or (b) in the United States or to, or for the account or benefit of, U.S. Persons that are U.S. Accredited Investors or Qualified Institutional Buyers (that are also U.S. Accredited Investors) in transactions that are exempt from the registration requirements under the U.S. Securities Act pursuant to Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and similar exemptions under applicable state securities laws, as provided in paragraphs 2 through 14 below. Accordingly, none of the Agent, its affiliates (including its U.S. Affiliate), or any person acting on any of their behalf, has made or will make (except as permitted in paragraphs 2 through 14 below) any (i) offer to sell or any solicitation of an offer to buy, any Offered Securities and Warrant Shares in the United States or to, or for the account or benefit of, any U.S. Person, (ii) any sale of Offered Securities and Warrant Shares to any Purchaser unless, at the time the buy order was or will have been originated, the Purchaser was outside the United States, not a U.S. Person and not acting for the account or benefit of a U.S. Person, or such Agent, its affiliates (including its U.S. Affiliate), or any person acting on any of their behalf reasonably believed that such Purchaser was outside the United States, not a U.S. Person and not acting for the account or benefit of a U.S. Person, 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 Offered Securities and Warrant Shares, except with its U.S. Affiliate, any Selling Group members or with the prior written consent of the Corporation. It shall require its U.S. Affiliate and each Selling Group member appointed by it to agree, for the benefit of the Corporation, to comply with, and shall use commercially reasonable efforts

B-5

88712313.3

to ensure that its U.S. Affiliate and such Selling Group member complies with, the provisions of this Schedule applicable to the Agents as if such provisions applied directly to the U.S. Affiliate and such Selling Group member.

All offers of Offered Securities and Warrant Shares in the United States or to, or for the account or benefit of, U.S. Persons by it shall be solicited by the Agents through its U.S. Affiliate, which on the dates of each such offer and subsequent sale by the Corporation, was and will be duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and under all applicable state securities laws (unless exempted from such state’s broker-dealer registration requirements) and a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc., in accordance with all applicable United States state and federal securities (including broker-dealer) laws.
None of the Agent, its affiliates (including its U.S. Affiliate), or any person acting on any of their behalf, have solicited or will solicit offers for, or have offered to sell or will offer to sell, any of the Offered Securities and Warrant Shares in the United States or to, or for the account or benefit of, U.S. Persons by any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.
Any offer or solicitation of an offer to buy Offered Securities and Warrant Shares that has been made or will be made in the United States or to, or for the account or benefit of, a U.S. Person was or will be made only by its U.S. Affiliate to U.S. Accredited Investors or Qualified Institutional Buyers (that are also U.S. Accredited Investors), in compliance with the exemption from registration provided by Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and similar exemptions under applicable securities laws of any state of the United States.
Immediately prior to soliciting any offeree that is in the United States, or that is, or is acting for the account or benefit of, a U.S. Person, the Agent, its affiliates (including its U.S. Affiliate), and any person acting on any of their behalf, had a pre-existing relationship with such offeree and will have reasonable grounds to believe and will believe that each such offeree is a U.S. Accredited Investor or Qualified Institutional Buyers (that is also U.S. Accredited Investor) and at the time of completion of each sale by the Corporation to U.S. Purchasers identified by the Agents through its U.S. Affiliate, the Agents, its affiliates (including its U.S. Affiliate), and any person acting on any of their behalf will have reasonable grounds to believe and will believe, that each such U.S. Purchaser designated by the Agents or the U.S. Affiliate to purchase Offered Securities from the Corporation is a U.S. Accredited Investor or Qualified Institutional Buyers (that is also U.S. Accredited Investor).
Prior to completion of any sale of the Offered Securities by the Corporation to a U.S. Purchaser identified by it, each such U.S. Purchaser will be provided with the Offering Document and it shall cause each such U.S. Purchaser of the Offered Securities to execute an Investor Questionnaire, including either the U.S. Accredited Investor Certificate or the Qualified Institutional Buyer Letter attached thereto, as applicable. No other written

B-6

88712313.3

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.

At least one Business Day prior to the Closing Date, the Transfer Agent for the Corporation will be provided with a list of the names and addresses of all U.S. Purchasers of the Offered Securities, including addresses.
At Closing, the Agent will either: (i) together with its U.S. Affiliate, provide to the Corporation a certificate in the form attached hereto as Exhibit I relating to the manner of the offer and sale of the Offered Securities in the United States and to, or for the account or benefit of, U.S. Persons; or (ii) be deemed to have represented and warranted to the Corporation, as of the Closing, that it did not and will not offer or sell any of the Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons.
The Agent will inform, and cause its U.S. Affiliate to inform, each U.S. Purchaser that: (i) the Offered Securities and Warrant Shares have not been and will not be registered under the U.S. Securities Act or under any securities laws of any state of the United States; (ii) the Offered Securities and Warrant Shares are being offered and sold to it without registration under the U.S. Securities Act in reliance on Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and in reliance upon similar exemptions from applicable securities laws of any state of the United States; (iii) the Offered Securities will be “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act, and can only be offered, sold, pledged or otherwise transferred pursuant to an exemption or exclusion from the registration requirements of the U.S. Securities Act and applicable securities laws of any state of the United States and in compliance with the restrictions set forth in the Offering Document.
None of the Agent, its affiliates (including its U.S. Affiliate), or any person acting on any of their behalf has engaged or will engage in any violation of Regulation M under the U.S. Exchange Act in connection with the Offering of Offered Securities contemplated hereby.
As of the Closing Date, with respect to Regulation D Securities, the Agent (if the Agent has effected the offer or sale of Regulation D Securities) represents that none of (i) the Agent or its U.S. Affiliate, (ii) the Agent's or its U.S. Affiliate's general partners or managing members, (iii) any of the Agent's or its U.S. Affiliate's directors or executive officers or any other officers of the Agent or of its U.S. Affiliate participating in the offering of the Regulation D Securities, (iv) any of the Agent's or its U.S. Affiliate's general partners' or managing members' directors or executive officers or other officers participating in the offering of the Regulation D Securities or (v) any other person associated with any of the above persons that has been or will be paid (directly or indirectly) remuneration for solicitation of Purchasers in connection with sale of Regulation D Securities (each, a "Dealer Covered Person" and, collectively, the "Dealer Covered Persons"), is subject to a Disqualification Event, except for a Disqualification Event (i) covered by Rule 506(d)(2) of Regulation D and (ii) a description of which has been furnished in writing to the Corporation prior to the date thereof. Neither it nor its affiliates (including its U.S. Affiliate) has paid or will pay, nor is it aware of any other person that

B-7

88712313.3

has paid or will pay, directly or indirectly, any remuneration to any person (other than the Dealer Covered Persons) for solicitation of Purchasers of the Regulation D Securities.

As of the Closing Date, the Agent represents that it is not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of Purchasers in connection with the sale of any Regulation D Securities.
The Agent acknowledges that the Agent Warrants and the Agent Warrant Shares issuable upon exercise of the Agent Warrants (together, the “Compensation Securities”) 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. In connection with the issuance of the Compensation Securities, the Agent represents, warrants, and covenants that it is acquiring or will acquire the Compensation Securities as principal for its own account and not for the benefit of any other person. The Agent represents, warrants, and covenants that (i) it is not in the United States or a U.S. Person and is not acquiring and will not acquire the Compensation Securities for the account or benefit of a U.S. Person; and (ii) this Agreement was executed and delivered outside the United States. The Agent acknowledges and agrees that the Agent Warrants may not be exercised in the United States or by or on behalf a U.S. Person, unless such exercise is not subject to, or is exempt from, registration under the U.S. Securities Act and applicable securities laws of any state of the United States. The Agent agrees that it will not engage in any Directed Selling Efforts with respect to any Compensation Securities, and will not offer or sell any Compensation Securities in the United States except in compliance with an exemption from the registration requirements of the U.S. Securities Act and all applicable securities laws of any state of the United States.

88712313.3

EXHIBIT I TO SCHEDULE “B” (TERMS AND CONDITIONS OF U.S. SALES)

AGENT'S CERTIFICATE

In connection with the offer and sale of Units, comprised of Offered Securities (collectively, the "Offered Securities"), of HydroGraph Clean Power Inc. (the "Corporation") to, or for the account or benefit of, persons in the United States and U.S. Persons that are U.S. Accredited Investors pursuant to an agency agreement (the "Agency Agreement") effective as of November [4], 2025 between the Corporation, the Agent and ___ (the "U.S. Affiliate"), the U.S. registered broker-dealer affiliate of the Agent, hereby certify as follows:

All offers of the Offered Securities in the United States and to, or for the account or benefit of, U.S. Persons were made only through the U.S. Affiliate;
The U.S. Affiliate is a duly registered broker or dealer pursuant to Section 15(b) of the U.S. Exchange Act and under the laws of each applicable state of the United States (unless exempted from the respective state's broker-dealer registration requirements), and was and is a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc. on the date hereof and on the date of each offer and sale of Offered Securities in the United States or to, or for the account or benefit of, any U.S. Person, and all offers of Offered Securities by the undersigned for sale by the Corporation in the United States or to, or for the account or benefit of, U.S. Persons have been effected by the U.S. Affiliate in accordance with all U.S. federal and state broker-dealer requirements; and all offers and sales of Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons by or through the U.S. Affiliate have been and will be effected solely in accordance with Rule 15a-6 under the U.S. Exchange Act and all applicable U.S. federal and state broker-dealer requirements
Immediately prior to our transmitting an Offering Document to any offeree that was in the United States, or was, or was acting for the account or benefit of, a U.S. Person, we had reasonable grounds to believe and did believe that each such offeree was a U.S. Accredited Investor or a Qualified Institutional Buyer (that is also a U.S. Accredited Investor) and, on the date hereof, we continue to believe that each U.S. Purchaser purchasing Units that is in the United States, or is, or is acting for the account or benefit of, a U.S. Person is a U.S. Accredited Investor or a Qualified Institutional Buyer (that is also a U.S. Accredited Investor);
We obtained from each U.S. Purchaser in the Closing a duly completed and executed Investor Questionnaire, including either a U.S. Accredited Investor Certificate or Qualified Institutional Buyer Letter and we have delivered copies of the same to the Corporation;
No form of General Solicitation or General Advertising was used by us in connection with the offer of the Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons and no Directed Selling Efforts have been made by us;

B-9

Neither we nor any of our affiliates have taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act with respect to the offer or sale of the Offered Securities;
With respect to any Regulation D Securities, none of (i) the undersigned, (ii) the undersigned's general partners or managing members, (iii) any of the undersigned's directors or executive officers or any other officers participating in the offering of the Securities, (iv) any of the undersigned's general partners' or managing members' directors or executive officers or other officers participating in the offering of the Offered Securities or (v) any other person associated with any of the above persons, including any Selling Firm and any such persons related to such Selling Firm, that has been or will be paid (directly or indirectly) remuneration for solicitation of Purchasers in connection with the sale of Offered Securities (each an "Agent Covered Person"), is subject to any Disqualification Event;
The undersigned represents that it is not aware of any person (other than any Agent Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of Purchasers in connection with the sale of any Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons;
All offers of the Offered Securities in the United States and to, or for the account or benefit of, U.S. Persons have been conducted by us in accordance with the terms of the Agency Agreement, including Schedule "A" thereto, and Rule 15a-6 under the U.S. Exchange Act;
All offerees and Purchasers have been informed that (i) the Offered Securities have not been and will not be registered under the U.S. Securities Act and are being offered and sold to such purchasers without registration in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D thereunder and/or Section 4(a)(2) thereof and similar exemptions from any applicable securities laws of any state of the United States, and in transactions not subject to, or exempt from, registration or qualification under applicable securities laws of any state of the United States, or pursuant to Regulation S, and (ii) the Common Shares, the Warrants and the Warrant Shares can only be offered, sold, pledged or otherwise transferred, directly or indirectly, as set forth in the U.S. Private Placement Memorandum.

Capitalized terms used in this certificate have the meanings given to them in the Agency Agreement (including Schedule "A" attached thereto) unless otherwise defined herein.

(signature page follows)

88712313.3

Dated this 4th day of November, 2025.

B-11

88712313.3

CANACCORD GENUITY CORP.
[U.S. AFFILIATE]

Authorized Signing Officer
Authorized Signing Officer

88712313.3

SCHEDULE "C"

FORM OF AGENT'S WARRANT CERTIFICATE

C-1

AI assistant

Hydrograph Clean Power Inc. Capital/Financing Update 2025

48058_rns_2025-11-07_a86a846b-448c-464c-914d-1d986d983404.pdf

DEFINITIONS

TERMS AND CONDITIONS

SCHEDULE “B”

COMPLIANCE WITH UNITED STATES SECURITIES LAWS

Representations, Warranties and Covenants of the Corporation

Representations, Warranties and Covenants of the Agent

EXHIBIT I TO SCHEDULE “B” (TERMS AND CONDITIONS OF U.S. SALES)

AGENT'S CERTIFICATE

AI assistant

Hydrograph Clean Power Inc. — Capital/Financing Update 2025

48058_rns_2025-11-07_a86a846b-448c-464c-914d-1d986d983404.pdf

DEFINITIONS

TERMS AND CONDITIONS

SCHEDULE “B”

COMPLIANCE WITH UNITED STATES SECURITIES LAWS

Representations, Warranties and Covenants of the Corporation

Representations, Warranties and Covenants of the Agent

EXHIBIT I TO SCHEDULE “B” (TERMS AND CONDITIONS OF U.S. SALES)

AGENT'S CERTIFICATE

More from Hydrograph Clean Power Inc.

Hydrograph Clean Power Inc. Capital/Financing Update 2025