Lithium Ionic Corp.

Executed Version

AGENCY AGREEMENT

October 5, 2022

Lithium Ionic Corp. 36 Lombard Street, Floor 4 Toronto, Ontario M5C 2X3

To whom this may concern:

Clarus Securities Inc. (the " Lead Agent "), Cormark Securities Inc., PowerOne Capital Markets Ltd. and Jett Capital Advisors, LLC (together with the Lead Agent, the " Agents ") understand that Lithium Ionic Corp. (the " Corporation ") proposes to create, issue and sell by way of private placement up to 15,625,000 common shares in the capital of the Corporation (the " Offered Shares ") at a price of $1.60 per Offered Share (the " Issue Price ") for aggregate gross proceeds of up to $25,000,000 (the " Offering "), subject to the terms and conditions set out below.

Upon and subject to the terms and conditions set forth herein, the Agents hereby agree to act, and upon acceptance hereof, the Corporation hereby appoints the Agents, as the exclusive agents to offer for sale, on a "best efforts" agency basis, without underwriter liability, the Offered Shares, and the Agents agree to use best efforts to arrange Purchasers (as hereinafter defined) for the Offered Shares in the Selling Jurisdictions. It is understood and agreed by the Corporation and the Agents that the Agents shall act as agents only and are under no obligation to purchase any of the Offered Shares. The Offering will be completed on a private placement basis in the Selling Jurisdictions pursuant to relevant prospectus and registration exemptions in accordance with Applicable Securities Laws (as hereinafter defined).

In consideration of the services rendered by the Agents in connection with the Offering, the Corporation shall pay to the Agents at the Closing Time (as hereinafter defined) a cash commission (the " Agents' Commission ") equal to 6.0% of the gross proceeds from the Offering. As additional compensation for the services rendered by the Agents in connection with the Offering, the Corporation shall issue to the Agents (or, at the direction of the Lead Agent, on behalf of the Agents, to any Selling Firms (as hereinafter defined) engaged by the Agents) broker warrants (the " Broker Warrants "), with the Broker Warrants, collectively and in the aggregate, being exercisable to purchase such number of Common Shares (as hereinafter defined) (each, a " Broker Warrant Share ") that is equal to 6.0% of the aggregate number of Offered Shares issued pursuant to the Offering. Each Broker Warrant shall be exercisable for one Broker Warrant Share at a price per Broker Warrant Share that is equal to the Issue Price at any time before 5:00 p.m. (Toronto time) on the date that is 24 months following the Closing Date. At the Closing Time, the Corporation shall execute and deliver to the Agents certificates evidencing the Broker Warrants (the " Broker Warrant Certificates ") in a form to be agreed upon by the Lead Agent, on behalf of the Agents, and the Corporation, each acting reasonably. The obligation of the Corporation to pay the Agents' Commission and issue the Broker Warrants to the Agents shall arise at the Closing Time. If the Broker Warrants are unavailable or are unable to be issued for any reason on the terms described herein, it is agreed that the Corporation shall pay the Agents such other compensation of comparable value to the Broker Warrants as may be agreed between the Lead Agent and the Corporation each acting reasonably.

The Corporation agrees that the Agents will be permitted to appoint, at their sole expense, other registered dealers or other dealers duly qualified in their respective jurisdictions (the " Selling Firms "), in each case acceptable to the Corporation, acting reasonably, as their agents to assist with the Offering in the Selling Jurisdictions and that the Agents may determine the remuneration payable by the Agents to such other dealers appointed by them.

This offer is conditional upon and subject to the additional terms and conditions set forth below.

ARTICLE 1 INTERPRETATION

1.1 Unless expressly provided otherwise herein, where used in this Agreement or any schedule attached hereto, the following terms have the following meanings, respectively:

" affiliate " has the meaning ascribed thereto in Section 1(2) of the Securities Act (Ontario);

" Affiliates " means affiliates of the Agents;

" Agents " has the meaning ascribed thereto on page 1 of this Agreement;

" Agents' Commission " has the meaning ascribed thereto on page 1 of this Agreement;

" Agents' Expenses " has the meaning ascribed thereto in Section 10.2;

" Agreement " means this agreement resulting from the acceptance by the Corporation of the offer made;

" Amalco " means Lithium Ionic Holding Corp.;

" Applicable Securities Laws " means, in respect of any person, collectively, the securities laws, regulations, rulings, rules, orders and prescribed forms, and published policy statements issued by the Securities Regulators in the Selling Jurisdictions, including the rules of any stock exchange, in each case, applicable to that person;

" Broker Warrant " has the meaning ascribed thereto on page 1 of this Agreement;

" Broker Warrant Certificates " has the meaning ascribed thereto on page 1 of this Agreement;

" Broker Warrant Share " has the meaning ascribed thereto on page 1 of this Agreement;

" 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 collectively, all Applicable Securities Laws of each of the Selling Jurisdictions in Canada;

" Canadian Securities Regulators " means the applicable Securities Regulator in each of the provinces of Canada;

" Closing " means the completion of the sale of the Offered Shares as contemplated by this Agreement and the Subscription Agreements;

" Closing Date " means October 5, 2022, or such other date as the Corporation and the Lead Agent may agree;

" Closing Time " means 8:30 a.m. (Toronto time) on the Closing Date or such other time on the Closing Date as the Corporation and the Lead Agent may determine;

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

" Confidential Information " has the meaning ascribed thereto in Subsection 3.1(i);

" Corporation " has the meaning ascribed thereto on page 1 of this Agreement;

" Debt Instrument " means any loan, bond, debenture, promissory note or other instrument evidencing indebtedness (demand or otherwise) for borrowed money, to which an entity or any of its subsidiaries is a party or by which any of their property or assets are bound;

" Due Diligence Session " means the due diligence session held by teleconference at 11:00 a.m. (Toronto time) on October 4, 2022 attended by, among others, management and technical expert of the Corporation, the Agents and their respective legal advisors;

" Environmental Laws " means all applicable federal, provincial, state, municipal and local laws, statutes, ordinances, by-laws and regulations and orders, directives and decisions rendered by any ministry, department or administrative or regulatory agency, domestic or foreign, including laws, ordinances, regulations or orders, relating to the protection of the environment, occupational and human health and safety or the treatment, use, processing, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substances;

" Galvani Agreement " means the asset purchase agreement by and among MGLIT, the Corporation and Galvani Nordeste Mineracao Ltda. dated June 13, 2022, as amended on August 31, 2022;

" Galvani Claims " means the Permits acquired by MGLIT pursuant to the Galvani Agreement;

" Galvani Title Opinion " means the legal opinion regarding the Galvani Claims to be prepared by Brazilian counsel to the Corporation;

" Governmental Entity " means any:

(a) multinational, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign;
(b) subdivision, agent, commission, board or authority of any of the foregoing; or
(c) quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under, or for the account of, any of the foregoing;

" Government Official " means any representative of a Governmental Entity;

" IFRS " means International Financial Reporting Standards issued by the International Accounting Standards Board, namely, the standards, interpretations and the framework for the preparation and presentation of financial statements (in the absence of a standard or interpretation), as adopted in Canada by the Accounting Standards Board of the Chartered Professional Accountants of Canada, that are applicable to the circumstances as of the date of determination, consistently applied;

" including " means including without limitation;

" Indemnitor " has the meaning ascribed thereto in Section 9.1;

" Issue Price " has the meaning ascribed thereto on page 1 of this Agreement;

" Itinga Project " means the project in respect of the Itinga Property owned by MGLIT, as more particularly described in the Itinga Technical Report;

" Itinga Property " means all of the mining leases, mining claims, option rights or other legal, beneficial or contractual interest, as applicable, together with any operating Permits, assets and other property, relating to the Itinga Project, as more particularly described in the Itinga Technical Report;

" Itinga Technical Report " means the technical report entitled "Independent Technical Report – LITHIUM IONIC - Itinga Project, Minas Gerais State, Brazil" dated effective as of March 20, 2022, prepared for the Corporation by GE21 Consultoria Mineral Ltda. and filed on the Corporation's SEDAR page;

" Itinga Title Opinion " means the legal opinion regarding the Itinga Project to be prepared by Brazilian counsel to the Corporation;

" Laws " means all laws, statutes, regulations, by-laws, statutory rules, orders, ordinances, codes (including all Applicable Securities Laws, Money Laundering Laws and Environmental Laws), and terms and conditions of any Permit of any Governmental Entities, statutory body or self-regulatory authority (including the TSXV) applicable to the Corporation;

" Lead Agent " has the meaning ascribed thereto on page 1 of this Agreement;

" Leased Premises " means the premises which are material to the Corporation and which the Corporation occupies as a tenant;

" Lien " means any mortgage, charge, pledge, hypothec, security interest, assignment, lien (statutory or otherwise), charge, title retention agreement or arrangement, restrictive covenant or other encumbrance of any nature, or any other arrangement or condition which, in substance, secures payment or performance of an obligation;

" material adverse effect " means, in respect of any person, any change, effect, event or occurrence, that is, or would be reasonably expected to be, materially adverse with respect to the condition (financial or otherwise), properties, assets, liabilities, obligations (whether absolute, accrued, conditional or otherwise), business, prospects, operations or results of operations of the person on a consolidated basis;

" Material Agreement " means any material contract, commitment, agreement (written or oral), joint venture instrument, lease or other document, including a licence agreement to which an entity or any of its subsidiaries is a party or by which any of their property or assets are bound, and includes specifically the Galvani Agreement.

" Material Subsidiaries " means MGLIT and Amalco;

" MGLIT " means MGLIT Empreendimentos Ltda.;

" MI 61-101 " means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ;

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

" Money Laundering Laws " means, collectively, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any Governmental Entity;

" NI 43-101 " means National Instrument 43-101 – Standards of Disclosure for Mineral Projects

" 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 ;

" OBCA " means the Business Corporations Act (Ontario);

" Offering " has the meaning ascribed thereto on page 1 of this Agreement;

" Offered Shares " has the meaning ascribed thereto on page 1 of this Agreement;

" Permit " means any licence, permit, approval, consent, certificates, registration or other authorization of or issued by any Governmental Entity;

" Permitted Encumbrances " means any Lien in respect of the Itinga Project or the Galvani Claims and all other present and after-acquired real or personal property, principally used or acquired for use by the Corporation or the Material Subsidiaries in connection with all exploration, development, construction, mining, production and extraction activities at the Itinga Project or the Galvani Claims, constituted by the following:

(a) inchoate or statutory Liens for taxes, assessments, royalties, rents or charges not at the time due or payable, or being contested in good faith through appropriate proceedings;
(b) any reservations or exceptions contained in the original grants of land or by applicable statute or the terms of any lease in respect of the Itinga Project or the Galvani Claims or comprising the Itinga Project or the Galvani Claims;
(c) minor discrepancies in the legal description or acreage of or associated with the Itinga Project or the Galvani Claims or any adjoining properties thereto which would be disclosed in an up to date survey and any registered easements and registered restrictions or covenants that run with the land which do not materially detract from the value of, or materially impair the use of the Itinga Project or the Galvani Claims for the purpose of conducting and carrying out exploration or mining operations thereon; and
(d) rights of way for or reservations or rights of others for, sewers, water lines, gas lines, electric lines, telegraph and telephone lines, and other similar utilities, or zoning by-laws, ordinances, surface access rights or other restrictions as to the use of the Itinga Project or the Galvani Claims, which do not in the aggregate materially detract from the use of the Itinga Project or the Galvani Claims by the Corporation or the Material Subsidiaries for the purpose of conducting and carrying out exploration or mining operations thereon;

" person " includes any individual, corporation, limited partnership, general partnership, joint stock company or association, joint venture association, company, trust, bank, trust company, land trust, investment trust, society or other entity, organization, syndicate, whether incorporated or not,

trustee, executor or other legal personal representative, and governments and agencies and political subdivisions thereof;

" Personnel " has the meaning ascribed thereto in Section 9.1;

" Public Record " means all information contained in any news release, material change report (excluding any confidential material change report), financial statements or other document of the Corporation (or its predecessors) which has been publicly filed pursuant to Applicable Securities Laws in Canada or otherwise, by or on behalf of the Corporation;

" Purchaser " means a purchaser of the Offered Shares under the Offering;

" Securities Regulator " means, in respect of any jurisdiction, the securities regulator or other securities regulatory authority of that jurisdiction and includes the TSXV;

" SEDAR " means the System for Electronic Document Analysis and Retrieval;

" SEDI " means the System for Electronic Disclosure by Insiders;

" Selling Firms " has the meaning ascribed thereto on page 1 of this Agreement;

" Selling Jurisdictions " means collectively:

(a) each of the provinces of Canada; and
(b) such other jurisdictions outside of Canada as the Agents and the Corporation may agree;

" Subscription Agreement " means the agreement between the Corporation and a Purchaser pursuant to which the Purchaser subscribes for the Offered Shares and includes all schedules and exhibits attached thereto, as they may be amended or supplemented from time to time;

" Subscription Agreements " means all Subscription Agreements between the Corporation and the Purchasers;

" subsidiary " has the meaning ascribed thereto in the OBCA;

" Taxes " has the meaning ascribed thereto in Subsection 1.1(aa);

" Termination Right " has the meaning ascribed thereto in Section 8.1;

" Transaction Documents " means this Agreement, the Subscription Agreements and the Broker Warrant Certificates;

" Transfer Agent " means TSX Trust Company;

" TSXV " means the TSX Venture Exchange;

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

" U.S. Person " means a "U.S. person" as such term is defined in Rule 902(k) of Regulation S promulgated under the U.S. Securities Act and includes any Purchaser in the United States; and

7 -
" U.S. Securities Act " means the United States Securities Act of 1933 , as amended.
1.2 Except as may be otherwise specifically provided in this Agreement and unless the context otherwise requires, in this Agreement:
(a) the terms "Agreement", "this Agreement", "hereto", "hereof", "herein", "hereby", "hereunder" and similar expressions refer to this Agreement in its entirety and not to any particular provision hereof;
(b) references to a "Section", "Subsection", "Article", "clause" or "Schedule" are to the appropriate section, subsection, article, clause or schedule of this Agreement;
(c) the division of this Agreement into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement;
(d) words importing the singular number only shall include the plural and vice versa and words importing the use of any gender shall include all genders; and
(e) any reference to a statute, regulation or rule shall be construed to be a reference thereto as the same may from time to time be amended, re-enacted or replaced, and any reference to a statute shall include any regulations or rules made thereunder.
1.3 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 and the parties hereto irrevocably accept and attorn to the exclusive jurisdiction of the courts of the Province of Ontario.
1.4 Except as otherwise indicated, all amounts expressed herein in terms of money refer to lawful currency of Canada and all payments to be made hereunder shall be made in such currency.
1.5 In this Agreement a reference to "knowledge" or similar terms means to the best of the knowledge of senior management of the Corporation after due and diligent inquiry.

ARTICLE 2 THE OFFERING

2.1 The Corporation appoints the Agents to act as exclusive agents to offer and sell the Offered Shares on a "best efforts" private placement agency basis and the Agents hereby accept such appointment.
2.2 Notwithstanding anything to the contrary contained herein or any oral representations or assurances previously or subsequently made by the parties hereto, this Agreement does not constitute a commitment by, or legally binding obligation of, the Agents or any of their respective Affiliates to act as underwriters, initial purchasers, arrangers or placement agents in connection with any offering of securities of the Corporation, including the Offered Shares, or to provide or arrange any financing, other than the appointment as agents in connection with the Offering in accordance with the prior sentence and otherwise on the terms set forth herein.
2.3 The rights and obligations of the Agents under this Agreement, including but not limited to the entitlement to the Agents' Commission, shall be several (as distinguished from joint or joint and several) rights and obligations for each Agent and nothing in this Agreement is intended to create any relationship in the nature of a partnership or joint venture between the Agents.
8 -
2.4 The Corporation hereby agrees to comply with all Applicable Securities Laws on a timely basis in connection with the Offering and undertakes to file, or cause to be filed, within the periods stipulated under Applicable Securities Laws, all forms, documents or undertakings required to be filed by the Corporation in connection with the issue and sale of the Offered Shares so that the distribution of the Offered Shares may lawfully occur without the necessity of filing a prospectus, a registration statement or an offering memorandum in the Selling Jurisdictions, and the Agents agree to assist the Corporation in all commercially reasonable respects to secure compliance with all regulatory requirements in connection with the Offering. All fees payable in connection with such filings shall be paid by the Corporation.
2.5 Neither the Corporation nor the Agents shall:
(a) provide to prospective Purchasers any document or other material that would constitute an offering memorandum (other than the Subscription Agreement) or "future-oriented financial information" within the meaning of Applicable Securities Laws; or
(b) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Offered Shares, including but not limited to, causing the sale of the Offered Shares to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Offered Shares whose attendees have been invited by general solicitation or advertising.

ARTICLE 3 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE AGENTS

3.1 The Agents hereby represent, warrant and covenant severally, and not jointly, nor jointly and severally, to the Corporation, and acknowledge that the Corporation is relying upon such representations, warranties and covenants, that:
(a) the Agents will use commercially reasonable best efforts to obtain subscriptions for the Offered Shares in accordance with Applicable Securities Laws;
(b) the Agents will, and will cause the Selling Firms retained by them to, conduct their activities in connection with the Offering in compliance with Applicable Securities Laws of each Selling Jurisdiction, the rules of the Investment Industry Regulatory Organization of Canada applicable to it and all other Laws applicable to the Agent or the Selling Firms, as applicable;
(c) the Agents are duly registered pursuant to the provisions of the Applicable Securities Laws, and each is duly registered or licensed as an investment dealer in those jurisdictions in which it is required to be so registered in order to perform the services contemplated by this Agreement, or if or where not so registered or licensed and the Agents will act only through members of a selling group who are so registered or licensed;
(d) the Agents and their Affiliates and representatives have not engaged in or authorized, and will not engage in or authorize, any form of general solicitation or general advertising in connection with or in respect of the Offered Shares in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or otherwise or conducted any seminar or meeting concerning the offer
9 -

or sale of the Offered Shares whose attendees have been invited by any general solicitation or general advertising;

(e) the Agents have not and will not solicit offers to purchase or sell the Offered Shares or otherwise do any act in furtherance of a trade of the Offered Shares in a manner so as to require the filing of a prospectus, registration statement or offering memorandum with respect thereto or the provision of a contractual right of action under the Laws of any jurisdiction;
(f) the Agents will use commercially reasonable efforts to obtain from each Purchaser a properly completed and executed Subscription Agreement (including all certifications, forms and other documentation contemplated thereby or as may be required by the TSXV or Canadian Securities Regulators) in a form acceptable to the Agents and the Corporation, acting reasonably;
(g) the Agents will provide the Corporation all necessary information in respect of the Agents and the Purchasers identified by it to allow the Corporation to file reports of exempt distribution of the Offered Shares in accordance with Applicable Securities Laws within 10 days following the Closing Date;
(h) this Agreement constitutes legal, valid and binding obligations of the Agents, enforceable against the Agents in accordance with its terms subject to Laws relating to creditors' rights generally, the availability of equitable remedies and except as rights to indemnity and contribution may be limited by applicable Laws;
(i) no Agent shall use, disseminate or disclose to any third party (other than each Agent's Affiliates, partners, employees, agents, advisors and representatives in connection with its engagement hereunder) any confidential information of the Corporation or either of the Material Subsidiaries received in connection with, or pursuant to, the transactions contemplated by this Agreement (the " Confidential Information "), provided that the Confidential Information does not include information that:
(i) is or becomes generally available to and known by the public;
(ii) is or was acquired by the Agents from a third party free of any restrictions as to its disclosure;
(iii) has been or is developed by the Agents without reference to the Confidential Information;
(iv) is used, disseminated or disclosed pursuant to applicable Laws or at the request of any Governmental Entity; or
(v) is disclosed by the Agents in the context of enforcing its rights under this Agreement; and
(j) no Agent shall be liable to the Corporation under this Article 3 with respect to any act, omission or default by any other Agent, or for any default resulting from the failure by the Corporation to comply with Applicable Securities Laws.
10 -

ARTICLE 4 COVENANTS OF THE CORPORATION

4.1 The Corporation hereby covenants to the Agents and acknowledges that the Agents are relying on such covenants in connection with the issuance and sale of the Offered Shares, as follows:
(a) the Corporation will, in connection with the Offering, allow the Agents and their representatives the opportunity to conduct all due diligence which the Agents may reasonably require to be conducted prior to the Closing Time and will make available its directors, senior management, technical advisors and legal counsel to answer the questions of the Agents in due diligence meetings to be conducted prior to the Closing Time, including, but not limited to, at the Due Diligence Session;
(b) the Corporation has made available and provided to the Agents (and their counsel), and, on a timely basis, shall make available and provide to the Agents and (and their counsel), all material agreements, arrangements and understandings in connection with the Offering, the Itinga Project, the Galvani Claims and any of the other transactions contemplated in connection therewith;
(c) the Corporation will use commercially reasonable efforts to fulfill or cause to be fulfilled, at or prior to the Closing Time, each of the conditions required to be fulfilled by it set out in Article 6;
(d) the Corporation will use commercially reasonable efforts to obtain the necessary regulatory consents and approvals for the Offering, including the conditional approval of the TSXV for the listing and trading of the Offered Shares and the Broker Warrant Shares upon their respective dates of issuance on such conditions as are acceptable to the Lead Agent acting reasonably;
(e) the net proceeds from the Offering will be used for exploration and development work on the Corporation's mineral properties and for general corporate working capital purposes of the Corporation;
(f) the Corporation will:
- (i) fulfill all legal requirements to permit the creation, issuance, offering and sale of the Offered Shares, as contemplated in the Transaction Documents; and
- (ii) file or cause to be filed all documents, applications, forms or undertakings required to be filed by it and take or cause to be taken all action required to be taken by it in connection with the purchase and sale of the Offered Shares;
(g) the Corporation shall ensure that:
- (i) at the Closing Time, the Offered Shares are issued as fully paid and non-assessable Common Shares on payment of the Issue Price;
- (ii) at the Closing Time, the Broker Warrants shall be validly created and issued and shall have attributes corresponding in all material respects to the description set forth in this Agreement;
11 -
(iii) at all times prior to the expiry of the Broker Warrants, a sufficient number of Broker Warrant Shares are allotted and reserved for issuance upon the due exercise of the Broker Warrants in accordance with their terms;
(iv) upon due exercise of the Broker Warrants in accordance with their terms, the Broker Warrant Shares shall be duly issued as fully paid and non-assessable Common Shares on payment of the purchase price therefor;
(h) the Corporation will use its commercially reasonable efforts to maintain its status as a "reporting issuer" not in default of any requirement of the Canadian Applicable Securities Laws, provided that the foregoing requirement is subject to the obligations of the directors to comply with their fiduciary duties to the Corporation and shall not limit or be construed as limiting or restricting the Corporation from completing any consolidation, amalgamation, arrangement, business combination, sale of all or substantially all of the Corporation’s assets, take-over bid, merger or other similar transaction;
(i) the Corporation will use its commercially reasonable efforts to maintain the listing of the Offered Shares on the TSXV (or the Toronto Stock Exchange), for a period of at least 24 months following the Closing Date, provided that the foregoing requirement is subject to the obligations of the directors to comply with their fiduciary duties to the Corporation and shall not limit or be construed as limiting or restricting (A) the Corporation from completing any consolidation, amalgamation, arrangement, business combination, sale of all or substantially all of the Corporation’s assets, take-over bid, merger or other similar transaction or (B) the Corporation from delisting from the TSXV (or the Toronto Stock Exchange) in connection with the Corporation listing on a recognized stock exchange in the United States;
(j) the Corporation will execute and file with the Canadian Securities Regulators, all forms, notices and certificates required to be filed by the Corporation pursuant to Applicable Securities Laws in respect of the Offering, in the time required by the Applicable Securities Laws, including for greater certainty, Form 45-106F1 of NI 45-106 and any other forms, notices and certificates set forth in the opinions delivered to the Agents pursuant to the closing conditions set forth in Article 6, as are required to be filed by the Corporation, provided however, that the Agents provide the Corporation with all information and documentation required in respect of such post-closing forms, notices and filings;
(k) the Corporation shall not, directly or indirectly, issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, or agree to or announce any intention to, issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, any additional Common Shares or any securities convertible or exchangeable into Common Shares at a price less than the Issue Price for a period of 120 days commencing on the Closing Date, without the prior written consent of the Lead Agent, on behalf of the Agents, such consent not to be unreasonably withheld, other than pursuant to:
(i) this Agreement;
(ii) the grant or exercise of stock options and other similar issuances pursuant to any stock option plan or similar share compensation arrangements in place prior to the date of this Agreement;
12 -
(iii) the issuance of Common Shares upon the exercise of convertible securities, warrants, options, or any other commitment or agreement outstanding prior to the date of this Agreement; or
(iv) the issuance of any Common Shares in connection with a bona fide arm's length acquisition;
(l) the Corporation shall use its commercially reasonable efforts to cause each of the directors and officers of the Corporation to execute lock-up agreements, in favour of the Agents, in the form attached hereto as Schedule "A";
(m) the Corporation shall promptly, and in any event within any applicable time limitation, comply, to the satisfaction of the Lead Agent acting reasonably, with all applicable filings and other requirements under the Canadian Securities Laws as a result of:
(i) any material change (actual, anticipated, contemplated, proposed or threatened, financial or otherwise) in the business, financial condition, affairs, operations, assets, liabilities or obligations (contingent or otherwise), prospects, capital or ownership of the Corporation;
(ii) any change in any material fact disclosed in the Public Record; and
(iii) any material fact in respect of the Corporation that had not been previously disclosed to the Agents;
(n) if required by Applicable Securities Laws, any news releases announcing or otherwise referring to the Offering shall comply with the requirements of the U.S. Securities Act and shall include an appropriate notation as follows: " Not for distribution to U.S. news wire services or dissemination in the United States. "; and
(o) during the period from the date hereof until the completion of the Offering, the Corporation shall promptly inform the Lead Agent (and if requested by the Lead Agent, confirm such notification in writing) of the full particulars of any breach or potential breach by it of this Article 4.

ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE CORPORATION

5.1 The Corporation represents and warrants to the Agents and acknowledges that each of them is relying upon such representations and warranties in arranging for purchases of the Offered Shares and entering into this Agreement, that:
(a) the Corporation is a corporation duly incorporated and validly existing under the Laws of the Province of Ontario, has all requisite corporate power and authority and is duly qualified and holds all necessary Permits necessary or required to carry on its business as now conducted and to own, lease or operate its properties and assets and no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing its dissolution or winding up;
(b) the Corporation has all requisite power and authority to enter into this Agreement and the Subscription Agreements and to carry out its obligations hereunder and thereunder;
13 -
(c) the Corporation and each of the Material Subsidiaries is, in all material respects, conducting its businesses in compliance with all applicable Laws and Permits of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its properties or carries on business to enable its business to be carried on as now conducted and it has not received a notice of noncompliance, nor knows of, any facts that could give rise to a notice of non-compliance, with any such Laws or Permits, which would have a material adverse effect on the Corporation and Material Subsidiaries, taken as a whole;
(d) neither the Corporation nor either of the Material Subsidiaries is insolvent or is not able to meet all of its financial liabilities as they become due and no winding-up, liquidation, dissolution or bankruptcy proceedings have been commenced or are being commenced, and no merger, consolidation, business combination, sale of all or substantially all of the assets or sale of the business transactions have been commenced or are being commenced or contemplated by the Corporation or either of the Material Subsidiaries, and the Corporation has no knowledge of any such proceedings or transactions having been commenced or being contemplated in respect of the Corporation or either of the Material Subsidiaries by any other party;
(e) neither the Corporation nor any of the Material Subsidiaries is party to or bound or affected by any commitment, agreement or document containing any covenant which expressly limits the freedom of either of the Corporation or the Material Subsidiaries to compete in any line of business, transfer or move any of its assets or operations or which would have a material adverse effect on the Corporation and the Material Subsidiaries, taken as a whole, upon, or following, the closing of the Offering;
(f) other than in connection with the Offering or the Galvani Agreement and as set out in paragraph 5.1(ll), no person has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of either the Corporation or any of the Material Subsidiaries;
(g) the Offered Shares will not be issued in violation of or subject to any pre-emptive rights or contractual rights to purchase securities issued by the Corporation or either of the Material Subsidiaries;
(h) the execution and delivery of the Transaction Documents and the performance of the transactions contemplated hereby and thereby have been authorized by all necessary corporate action of the Corporation and upon the execution and delivery thereof shall constitute valid and binding obligations of the Corporation, enforceable against the Corporation in accordance with their respective terms, provided that enforcement thereof may be limited by bankruptcy, insolvency and other Laws affecting creditors' rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions relating to indemnity, contribution and waiver of contribution may be unenforceable and that enforceability may be limited by applicable Laws;
(i) all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation so as to validly create, authorize, issue or sell the Offered Shares, whether in certificated form or by way of electronic deposit;
14 -
(j) the Offered Shares shall, when issued, be duly issued as fully paid and non-assessable Common Shares;
(k) all Permits or filings as may be required under Applicable Securities Laws necessary for:
(i) the execution and delivery of the Transaction Documents;
(ii) the creation, issuance, sale and delivery, as applicable, of the Offered Shares; and
(iii) the consummation of the transactions contemplated in this Agreement,

have been made or obtained, as applicable, other than filings required to be submitted within the applicable time frame pursuant to Applicable Securities Laws, other than customary post-closing notices or filings required to be submitted within the applicable time frame pursuant to Applicable Securities Laws;

(l) the attributes of the Offered Shares conform in all material respects with the description thereof in the Subscription Agreements and this Agreement;
(m) no order prohibiting the sale or issuance of the Offered Shares 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 the Corporation, contemplated or threatened by any regulatory authority;
(n) all of the Material Agreements of each of the Corporation and the Material Subsidiaries are valid, subsisting, in good standing and in full force and effect, enforceable in accordance with the terms thereof and there are no Debt Instruments of the Corporation or either of the Material Subsidiaries outstanding;
(o) the Corporation is not in breach or default of, and the execution and delivery of the Transaction Documents and the performance by the Corporation of its obligations hereunder or thereunder, the issuance, sale and delivery of the Offered Shares and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with or result in a breach or violation of any of the terms of or provisions of, or constitute a default under (whether after notice or lapse of time or both):
(i) the OBCA or Applicable Securities Laws;
(ii) the constating documents, articles or resolutions of the Corporation or either of the Material Subsidiaries which are in effect at the date hereof;
(iii) any Material Agreement or Debt Instrument of the Corporation or either of the Material Subsidiaries; or
(iv) any judgment, decree or order binding the Corporation or either of the Material Subsidiaries or the properties or assets of the Corporation or either of the Material Subsidiaries;
(p) other than as set out in the Galvani Title Opinion, there are no actions, suits, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation or either
15 -

of the Material Subsidiaries) currently outstanding relating to the Corporation or either of the Material Subsidiaries or to which their assets are subject, pending or, to the knowledge of the Corporation, threatened, at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any Governmental Entity which individually or in the aggregate, would be expected to have a material adverse effect on the Corporation and the Material Subsidiaries, taken as a whole;

(q) there are no judgments or orders against any of the Corporation and the Material Subsidiaries which are unsatisfied, nor are there any consent decrees or injunctions to which the Corporation or either of the Material Subsidiaries is subject which individually or in the aggregate, , would be expected to have a material adverse effect on the Corporation and the Material Subsidiaries, taken as a whole;
(r) there has been no material adverse effect (actual, proposed or prospective, whether financial or otherwise) on the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation and the Material Subsidiaries, taken as a whole, since January 1, 2022 to the date of this Agreement;
(s) except as disclosed in the Public Record, since January 1, 2022:
(i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Corporation;
(ii) there has not been any material change in the capital stock or long-term debt of the Corporation; and

(iii) the Corporation has carried on its business in the ordinary course;

(t) there are no material off-balance sheet transactions, arrangements, obligations (including contingent obligations) or liabilities or other relationships of the Corporation or either of the Material Subsidiaries with unconsolidated entities or other persons which are required to be disclosed or that could reasonably be expected to have a material adverse effect on the Corporation and the Material Subsidiaries, taken as a whole;
(u) neither the Corporation nor either of the Material Subsidiaries have any liabilities, arrangements, obligations, indebtedness or commitments, whether accrued, absolute, contingent or otherwise, other than liabilities or obligations which would not have a material adverse effect on the Corporation and the Material Subsidiaries, taken as a whole;
(v) each of the Corporation and the Material Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that:
(i) transactions are executed in accordance with management's general or specific authorizations;
(ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset accountability;
(iii) access to assets is permitted only in accordance with management's general or specific authorization; and
16 -
(iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences;
(w) there has been no change in accounting policies or practices of the Corporation or either of the Material Subsidiaries since January 1, 2022, other than the adoption of certain additional accounting policies in accordance with IFRS;
(x) the auditors of the Corporation are independent public accountants as required by the Applicable Securities Laws and since January 1, 2022 there has not been a "reportable event" (within the meaning of NI 51-102) between the Corporation and the present or former auditors of the Corporation and the present auditors of the Corporation have not provided any material comments or recommendations to the Corporation regarding its accounting policies, internal control systems or other accounting or financial practices that have not been implemented by the Corporation;
(y) other than the Galvani Agreement and in respect of the acquisition of the Itinga Project, the Corporation has not approved, entered into any agreement in respect of, or has knowledge of:
(i) the purchase of any material property or any interest therein, or the sale, transfer or other disposition of any material property or any interest therein currently owned, directly or indirectly, by the Corporation whether by asset sale, transfer of shares, or otherwise;
(ii) any change of control (by sale or transfer of common shares or sale of all or substantially all assets, as the case may be) of the Corporation; or
(iii) any proposed or planned disposition of Common Shares, as applicable, held by any shareholder who owns, directly or indirectly, 5% or more of the outstanding Common Shares;
(z)
none of the Corporation and the Material Subsidiaries occupy any Leased Premises;
(aa) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers' compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, " Taxes ") due and payable by each of the Corporation and the Material Subsidiaries have been paid, except where the failure to do so would not reasonably be expected to give rise to a material adverse effect on, or result in an material adverse effect on, the Corporation and the Material Subsidiaries, taken as a whole;
(bb) all tax returns, declarations and filings required to be filed by the Corporation and each of the Material Subsidiaries have been timely filed with all appropriate Governmental Entities and no material fact or facts have been omitted therefrom which would make any of them misleading;
(cc) to the best of the knowledge of the Corporation, no examination of any tax return of the Corporation or either of the Material Subsidiaries is currently in progress and there are no issues or disputes outstanding with any Governmental Entity respecting any Taxes that
17 -

have been paid, or may be payable, by the Corporation, except where such examinations, issues or disputes, individually or collectively, would not reasonably be expected to have a material adverse effect on, or result in an material adverse effect on, the Corporation and the Material Subsidiaries, taken as a whole;

(dd) none of the Corporation and the Material Subsidiaries nor, to the knowledge of the Corporation, any director, officer, employee, consultant, representative or agent of the Corporation or either of the Material Subsidiaries has:
(i) violated any anti-bribery or anti-corruption laws applicable to the Corporation, including but not limited to the Corruption of Foreign Public Officials Act (Canada);
(ii) offered, gave, authorized or promised to give money or anything of value that goes beyond what is reasonable, customary and of modest value:
- (A) to any Government Official, whether directly or indirectly, for the purpose of influencing any act or decision of a Government Official in violation of his or her lawful duties, securing any improper advantage, influencing or affecting any act or decision of any Governmental Entity, or assisting the Corporation in obtaining, retaining business for or with any person; or
- (B) to any person in a manner which would have the purpose or effect of bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage;
(iii) conducted or initiated any review, audit, or internal investigation that concluded the Corporation, or any director, officer, employee, consultant, representative or agent thereof violated such laws or committed any material wrongdoing; or
(iv) made any disclosure to any Governmental Entity responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice from any person alleging noncompliance with any such laws;
(ee) the operations of each of the Corporation and the Material Subsidiaries are and have been conducted at all times in compliance with applicable financial record keeping and reporting requirements of the Money Laundering Laws and no action, suit or proceeding by or before any court or Governmental Entity involving the Corporation with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened;
(ff) to the knowledge of the Corporation, other than as set out in the Public Record, none of the directors or officers of the Corporation are now, or have ever been:
(i) subject to an order or ruling of any Securities Regulator prohibiting such individual from acting as a director or officer of a public company or of a company listed on a particular stock exchange; or
18 -
(ii) subject to an order preventing, ceasing or suspending trading in any securities of the Corporation or any other public company;
(gg) other than the Agents or the Selling Firms pursuant to this Agreement, there is no person acting or purporting to act at the request of the Corporation who are entitled to any brokerage, agency or other fiscal advisory or similar fee in connection with the Offering or the transactions contemplated herein;
(hh) the responses provided by the Corporation at the Due Diligence Session were true and correct in all material respects as at the time such responses are given and such responses taken as a whole did not omit any material fact necessary to make any such responses not misleading in light of the circumstances in which such responses were given;
(ii) the Corporation is not party to any agreement, nor is the Corporation aware of any agreement, which in any manner affects the voting control of any of the securities of the Corporation;
(jj) the minute books and records of the Corporation and each of the Material Subsidiaries are true, complete, correct and up to date in all material respects;
(kk) all of the minute books and all of the records of the Corporation and each of the Material Subsidiaries contain copies of all constating documents, including all amendments thereto, and all proceedings of securityholders and directors (and committees thereof) and are complete in all material respects;
(ll) the authorized capital of the Corporation consists of:
(i) an unlimited number of Common Shares of which there are 101,174,354 paid and non-assessable Common Shares issued and outstanding;
(ii) 3,781,949 outstanding Common Share purchase warrants; and
(iii) 9,640,000 outstanding options to purchase Common Shares;
(mm) the authorized stock capital of MGLIT consists of 1,000 quotas in the stock capital thereof, all of which are outstanding;
(nn) the authorized capital of Amalco consists of an unlimited number of common shares of which there is one (1) paid and non-assessable common share issued and outstanding;
(oo) the Material Subsidiaries are the only subsidiaries of the Corporation, and neither the Corporation nor either of the Material Subsidiaries beneficially own or exercise control or direction over, securities of any other person, other than the Material Subsidiaries;
(pp) Amalco is the registered and beneficial owner of all of the quotas in the stock capital of MGLIT, free and clear of all Encumbrances or adverse interests whatsoever;
(qq) the Corporation is the registered and beneficial owner of all of the shares in the capital of Amalco, free and clear of all Encumbrances or adverse interests whatsoever;
19 -
(rr) MGLIT has been duly incorporated and organized and is validly existing as a company in good standing under the Laws of Brazil;
(ss) MGLIT has all requisite corporate power and authority and is duly qualified and holds all necessary Permits necessary or required to carry on its business as now conducted and to own, lease or operate its properties and assets and no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing its dissolution or winding up;
(tt) Amalco is a corporation duly incorporated and validly existing under the Laws of the Province of Ontario, has all requisite corporate power and authority and is duly qualified and holds all necessary Permits necessary or required to carry on its business as now conducted and to own, lease or operate its properties and assets and no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing its dissolution or winding up;
(uu) the Itinga Project and the Galvani Claims are the only projects material to the Corporation as determined in accordance with Applicable Securities Laws;
(vv) the Itinga Technical Report, is the Corporation's current technical report pursuant to NI 43101 in respect of the Itinga Project and the information therein constitutes an accurate description of the Itinga Project;
(ww) the Corporation, directly or indirectly through MGLIT, has the rights in respect of the Itinga Project and the Galvani Claims free and clear of Liens, other than Permitted Encumbrances and as disclosed in the Itinga Technical Report and subject to the postclosing completion of the transfer of registration in respect of the Galvani Claims;
(xx) except for the Permitted Encumbrances, as disclosed in the Itinga Technical Report or in the Galvani Title Opinion:
(i) the Corporation, directly or indirectly through MGLIT, is the absolute legal and beneficial owner of the Itinga Project and the Galvani Claims under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit the Corporation to access and explore for the mineral deposits, ore bodies and mineral inventories relating thereto as is currently conducted or anticipated to be conducted;
(ii) MGLIT's rights with regards to the Itinga Project and the Galvani Claims have been validly registered and recorded in accordance with all applicable Laws and are in good standing, are valid and enforceable, are free and clear of any material Liens or charges and no material royalty is payable in respect of any of them other than the 2% royalty as disclosed to the Agents;
(iii) MGLIT has all necessary property rights, surface or access rights, water rights, rights of way, ingress and egress rights and other necessary rights and interests relating to the Itinga Project and the Galvani Claims as are required to carry out the Corporation's planned business activities, including without limitation the exploration of the Itinga Project and the
20 -

Galvani Claims, and there are no material restrictions on the ability of the Corporation or MGLIT to use, transfer, access, explore or otherwise exploit any such property rights; and

(iv) the Corporation, directly or indirectly through MGLIT, is the holder of all the right necessary to access and carry on all current and proposed activities of the Corporation and such rights cover the areas required for such purposes;
(yy) the Corporation and each of the Material Subsidiaries maintain good relationships with the communities and persons affected by or located near the Itinga Project and the Galvani Claims in all material respects, and there are no material complaints, issues, proceedings, or discussions, which are ongoing or reasonably anticipated by the Corporation or the and the Material Subsidiaries which could have the effect of interfering, delaying or impairing the ability of the Corporation or either of the Material Subsidiaries to develop and operate the Itinga Project or the Galvani Claims;
(zz) the Corporation and each of the Material Subsidiaries maintain a good working relationship with all Governmental Entities in the jurisdictions in which the Itinga Project and the Galvani Claims are located, or in which they otherwise carries on its business or operations;
(aaa) to the knowledge of the Corporation, there exists no condition or state of fact or circumstances in respect of the relationships described in Subsections (yy) and (zz), that would prevent the Corporation, directly or indirectly through the Material Subsidiaries, from conducting its business and all activities in connection with the Itinga Project or the Galvani Claims as currently conducted or proposed to be conducted and there exists no actual or, to the knowledge of the Corporation, threatened termination, limitation, modification or material change in the Corporation's or the Material Subsidiaries' working relationship with such Governmental Entities, except where such condition or state of fact or circumstances would not reasonably be expected, on an individual or aggregate basis, to have a material adverse effect on the Corporation and the Material Subsidiaries, taken as a whole;
(bbb) the audited financial statements of the Corporation, from the period of incorporation until December 31, 2021 contain no misrepresentations, present fairly in all material respects, the financial position of the Corporation for the periods then ended and were prepared in accordance with IFRS, applied on a consistent basis throughout the periods involved;
(ccc) the Corporation is not aware of any legislation, regulation or change in government position which is currently contemplated by a legislative body or Governmental Entity and not yet published, which it anticipates will materially and adversely affect the business (as currently carried on), affairs, operations, assets, liabilities (contingent or otherwise) of the Corporation;
(ddd) except as disclosed in the Public Record, the Corporation does not owe any amount to, nor has the Corporation made any present loans to, or borrowed any amount from or is otherwise indebted to, any officer, director, employee or securityholder of the Corporation or any person not dealing at "arm's length" (as such term is defined in the Income Tax Act (Canada)) with the Corporation except for usual employee reimbursements and compensation paid or other advances of funds in the ordinary and normal course of the business of the Corporation;
21 -
(eee) except as disclosed in the Public Record and usual employee or consulting agreements made in the ordinary and normal course of business, the Corporation is not a party to any contract, agreement or understanding with any officer, director, employee or securityholder of the Corporation or any other person not dealing at arm's length with the Corporation or a party to any other related party transaction (as defined in MI 61-101) and the Corporation is and has been in compliance with MI 61-101 in respect of any such related party transactions;
(fff) the Corporation's currently issued and outstanding Common Shares are listed and posted for trading on the TSXV and no order ceasing or suspending trading in such shares has been issued and to the best knowledge of the Corporation, no proceedings, actions, inquiries, or investigations for such purpose has been threatened or are pending;
(ggg) the Corporation has not taken any action which would be reasonably expected to result in the delisting or suspension of its shares on or from the TSXV, and the Corporation is currently in compliance with the rules and policies of the TSXV in all material respects;
(hhh) other than the Corporation’s director and officer liability insurance, the Corporation does not carry any insurance, which its board of directors has determined is appropriate given the nature and value of the assets of the Corporation;
(iii) the Corporation is a "reporting issuer", not included in a list of defaulting reporting issuers maintained by the Canadian Securities Regulators in the provinces of British Columbia, Ontario and Alberta, and in particular, without limiting the foregoing, the Corporation has in all material respects complied with its obligations to make timely disclosure of all material changes and material facts relating to it and there is no material change or material fact relating to the Corporation which has occurred and with respect to which the requisite news release has not been disseminated or material change report, as applicable, has not been filed with the Canadian Securities Regulators in the provinces of British Columbia, Ontario and Alberta;
(jjj) all previous material transactions (whether arm's length or non-arm's length) completed by the Corporation have been fully and properly disclosed in the Public Record, were completed in compliance with all applicable corporate and securities Laws and all necessary corporate and regulatory Permits and filings required in connection therewith were obtained and complied with;
(kkk) the Corporation has not filed any confidential material change reports or similar confidential report with any Canadian Securities Regulators that are still maintained on a confidential basis;
(lll) the Corporation is in compliance in all material respects with its continuous disclosure obligations under Applicable Securities Laws;
(mmm) the information and statements in the Public Record were true and correct as of the respective dates of such information and statements and, at the time such documents were filed on SEDAR, do not contain any misrepresentations and no material facts were omitted therefrom which would make such information materially misleading; and
(nnn) to the knowledge of the Corporation, as of the date hereof, all insider SEDI filings are up to date with respect to the Corporation and its current insiders.
22 -
5.2 All information which has been prepared by the Corporation relating to the Offering, and provided to the Agents including all financial, marketing, sales and operational information provided to the Agents is, as of the date of such information, true and correct in all material respects.

ARTICLE 6 CONDITIONS TO CLOSING

6.1 The Agents' obligations under this Agreement shall be conditional upon the fulfilment at or before the Closing Time of the following conditions:
(a) the board of directors of the Corporation will have authorized and approved this Agreement, the Subscription Agreements and the sale and issuance of the Offered Shares and all matters relating to the foregoing;
(b) the Agents shall have received certificates dated the Closing Date from the Corporation, signed by its Chief Executive Officer or such other senior officer of the Corporation as may be acceptable to the Agents, acting reasonably, addressed to the Agents and their counsel, with respect to:
- (i) the constating documents of the Corporation and each of the Material Subsidiaries;
- (ii) all resolutions of the Corporation's and each of the Material Subsidiaries' board of directors relating to the Offering, this Agreement and the Subscription Agreements; and
- (iii) the incumbency and specimen signatures of signing officers of the Corporation, in the form of a certificate of incumbency and such further certificates and other documentation as may be contemplated in this Agreement or as the Agents or their counsel may reasonably require;
(c) the Agents shall have received a certificate of the Corporation signed on behalf of the Corporation, but without personal liability, by the Chief Executive Officer and Chief Financial Officer or such other senior officers of the Corporation as may be acceptable to the Agents, acting reasonably, addressed to the Agents and their counsel and dated the Closing Date, in form and content satisfactory to the Agents, acting reasonably, certifying that:
- (i) no order, ruling or determination having the effect of suspending the sale of the Offered Shares or 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 are pending or, to the knowledge of such officers, contemplated or threatened by any regulatory authority;
- (ii) there has been no material adverse effect (actual, proposed or prospective, whether financial or otherwise) on the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation and the Material Subsidiaries, taken as a whole, since January 1, 2022 to the date of this Agreement;
- (iii) the representations and warranties of the Corporation, on its own behalf and on behalf of each of the Material Subsidiaries, contained in this Agreement are true
23 -

and correct in all material respects at the Closing Time, with the same force and effect as if made as at the Closing Time; and

(iv) the Corporation has complied with all the covenants and satisfied all the terms and conditions of this Agreement on its part to be complied with or satisfied, other than conditions which have been waived by the Agents, at or prior to, the Closing Time;
(d) the Agents shall have received favourable legal opinions addressed to the Agents, the Purchasers and Bennett Jones LLP, in form and substance satisfactory to Bennett Jones LLP, dated the Closing Date, from Miller Thomson LLP, counsel to the Corporation, and where appropriate, local counsel to the Corporation in the other Selling Jurisdictions, which counsel in turn may rely, as to matters of fact, on certificates of public officials and officers of the Corporation, with respect to the following matters:
(i) as to the Corporation being a "reporting issuer", or its equivalent, in each of the Provinces of Alberta, British Columbia and Ontario and not in default under Canadian Securities Laws of those Provinces;
(ii) as to the incorporation and subsistence of the Corporation under the Laws of the Province of Ontario and as to the Corporation having the requisite corporate power and capacity to carry on business and to own, lease and operate properties and assets;
(iii) as to the authorized and issued capital of the Corporation;
(iv) as to the corporate power and authority of the Corporation to execute, deliver and perform its obligations under the Transaction Documents and to create, issue and sell the Offered Shares;
(v) as to each of the Transaction Documents having been duly authorized, executed and delivered by the Corporation and constituting a valid and legally binding obligation of the Corporation enforceable against it in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, liquidation, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and the qualification that the enforceability of rights of indemnity, contribution and waiver and the ability to sever unenforceable terms may be limited by applicable Laws;
(vi) that the sale or issuance of the Offered Shares do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with the constating documents of the Corporation, any resolutions of the shareholders or directors (including committees of the board of directors) of the Corporation or any law of general corporate application;
(vii) as to the Offered Shares having been duly and validly created and issued by the Corporation as fully paid and non-assessable Common Shares;
(viii) as to the Broker Warrants having been duly and validly created and issued by the Corporation;
24 -
(ix) the Broker Warrant Shares having been duly and validly authorized and that, upon payment of the exercise price therefor, the Broker Warrant Shares will be duly and validly issued as fully paid and non-assessable common shares of the Corporation;
(x) as to the issuance and sale by the Corporation of the Offered Shares to the Purchasers thereof in accordance with the terms of this Agreement being exempt from the prospectus requirements of Applicable Securities Laws in the Selling Jurisdictions and that no documents will be required to be filed, proceedings taken or Permits obtained under the Applicable Securities Laws to permit such issuance and sale, provided however, that the Corporation will be required to file or cause to be filed with the applicable Canadian Securities Regulators, a report on Form 45-106F1 prepared and executed pursuant to NI 45-106, together with the prescribed filing fee within 10 days following the Closing Date;
(xi) that the issuance of the Broker Warrant Shares upon the due exercise of the Broker Warrants is or will be exempt from the prospectus requirements of applicable Canadian Securities Laws and no prospectus will be required, no other documents are required to be filed (other than specified forms accompanied by requisite filing fees), no proceedings taken or approvals, permits, consents, orders or authorizations obtained by the Corporation under the applicable Canadian Securities Laws to permit such issuance;
(xii) no prospectus is required nor are other documents required to be filed, proceedings taken, or approvals, permits, consents or authorizations of regulatory authorities obtained under the Canadian Securities Laws to permit a holder of Offered Shares, Broker Warrants or Broker Warrants Shares to trade those securities in the Selling Jurisdictions either through registrants registered under Canadian Securities Laws who comply with those Applicable Laws or in circumstances in which there is an exemption from the registration requirements of the Canadian Securities Laws or the registration requirements of such Canadian Securities Laws do not apply, provided that:
(A) at the time of the trade, the Corporation is and has been a "reporting issuer", as defined in Canadian Securities Laws, in a jurisdiction of Canada for the four months immediately preceding the trade;
(B) at the time of such trade, at least four months have elapsed from the "distribution date" (as defined under NI 45-102) of the Offered Shares, the Broker Warrants or the Broker Warrant Shares, as the case may be;
(C) the certificates (if any) representing the Offered Shares, the Broker Warrants and the Broker Warrant Shares are issued with a legend stating the prescribed restricted period in accordance with section 2.5(2)(3)(i) of NI 45-102 and, if the security is entered into a direct registration system or other electronic book-entry system, or if the purchaser did not directly receive a certificate representing the security, the purchaser received written notice containing the legend restriction notation set out in section 2.5(2)(3)(i) of NI 45-102;
(D) such trade is not a "control distribution" (as defined in the NI 45-102);
25 -
- (E) no unusual effort is made to prepare the market or to create a demand for the securities that are the subject of such trade;
- (F) no extraordinary commission or consideration is paid to a person or company in respect of such trade; and
- (G) if the selling securityholder is an "insider" or "officer" of the Corporation (as such terms are defined under the applicable Canadian Securities Laws), 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 Interpretation );
(xiii) the TSXV has conditionally accepted the listing of the Offered Shares and the Broker Warrant Shares;
(xiv) the Transfer Agent having been duly appointed as the transfer agent and registrar for the Common Shares; and
(xv) such other matters as the Agents or their counsel may reasonably request;
(e) the Agents shall have received favourable legal opinions addressed to the Agents, the Purchasers and Bennett Jones LLP, in form and substance satisfactory to Bennett Jones LLP, dated the Closing Date, from Miller Thomson LLP, counsel to the Corporation, which counsel in turn may rely, as to matters of fact, on certificates of public officials and officers of the Corporation, with respect to the following matters:
(i) as to the incorporation and subsistence of Amalco under the Laws of the Province of Ontario;
(ii) as to Amalco having the requisite corporate power and capacity to carry on business and to own, lease and operate properties and assets; and
(iii) as to the authorized and issued capital of Amalco;
(f) the Agents shall have received favourable legal opinions addressed to the Agents, the Purchasers and Bennett Jones LLP, in form and substance satisfactory to Bennett Jones LLP, dated the Closing Date, from William Freire Advogados Associados, local Brazilian counsel to the Corporation, which counsel in turn may rely, as to matters of fact, on certificates of public officials and officers of MGLIT, with respect to the following matters:
(i) as to the incorporation and subsistence of MGLIT under the Laws of Brazil;
(ii) as to MGLIT having the requisite corporate power and capacity, and holding the necessary Permits required, to carry on business as now conducted and to own, lease or operate its properties and assets under the Laws of Brazil;
(iii) as to the authorized and issued capital of MGLIT and ownership thereof; and
(iv) as to the capacity of the officers of MGLIT to represent MGLIT and to execute on its behalf any kind of agreements related to its business and its assets;
26 -
(g) the receipt of the Itinga Title Opinion addressed to the Agents and Bennett Jones LLP in respect of the Itinga Project in form and substance satisfactory to the Agents and Bennett Jones LLP;
(h) the receipt of the Galvani Title Opinion addressed to the Agents and Bennett Jones LLP in respect of the Galvani Claims in form and substance satisfactory to the Agents and Bennett Jones LLP;
(i) the Agents shall have received a certificate as to the issued and outstanding Common Shares from the Transfer Agent;
(j) the Corporation having delivered to the Agents executed lock-up agreements as contemplated by Section 4.1(l);
(k) this Agreement, the Subscription Agreements, and any certificates representing the Offered Shares (or the equivalent in the non-certificated inventory system of the Transfer Agent) and the Broker Warrants shall have been executed, endorsed or authenticated, as applicable, and delivered by the parties thereto in form and substance satisfactory to the Agents and their counsel, acting reasonably;
(l) the Agents shall have received at the Closing Time, evidence that the Offering has been conditionally accepted, and the Offered Shares and the Broker Warrant Shares having been approved for listing, by the TSXV;
(m) the Agents shall have received, at the Closing Time, certificates of status and/or compliance (or the equivalent), for the Corporation and each of the Material Subsidiaries dated no earlier than two Business Days prior to the Closing Date;
(n) the Lead Agent shall have completed and be satisfied, in its sole discretion, acting reasonably, with the results of their due diligence investigations regarding the Corporation, its business, operations and financial condition and market conditions at the Closing Time;
(o) the Agents shall not have exercised any rights of termination set forth in Article 8;
(p) the Corporation shall not be the subject of a cease trading order made by any Canadian Securities Regulator or other competent authority which has not been rescinded;
(q) the representations and warranties of the Corporation contained herein, and in any certificates of the Corporation delivered pursuant to or in connection with this Agreement, being true and correct in all material respects (or, as regards specific representations and warranties if qualified by materiality, in all respects) as at the Closing Time, with the same force and effect as if made on and as at the Closing Time, except for such representations and warranties which are in respect of a specific date in which case such representations and warranties shall be true and correct, in all material respects (or, as regards specific representations and warranties if qualified by materiality, in all respects), as of such date, and the Corporation having complied in all material respects with all covenants of this Agreement to be complied with by the Corporation at or prior to the Closing Time; and
(r) the Agents shall have received at the Closing Time such further certificates and other closing documentation from the Corporation as may be contemplated herein or as the Agents may reasonably require.
27 -

ARTICLE 7 CLOSING

7.1 The Offering will be completed at the offices of Miller Thomson LLP in the City of Toronto, Ontario at the Closing Time or such other place, date or time as may be mutually agreed to by the Corporation and the Lead Agent, acting reasonably, provided that, if the Corporation has not been able to comply in any material respect with any of the covenants or conditions set out herein required to be complied with by the Closing Time or such other date and time as may be mutually agreed to or such covenant or condition has not been waived by the Lead Agent, the respective obligations of the parties will terminate without further liability or obligation except for payment of expenses, indemnity and contribution provided for under Article 9 and Article 10.
7.2 At the Closing Time the Corporation shall deliver to the Agents, in the City of Toronto, the Offered Shares in physically certificated form or in electronic form, as directed by the Agents, with such Offered Shares being registered as directed by the Agents.

ARTICLE 8 RIGHTS OF TERMINATION

8.1 The Lead Agent, on behalf of the Agents, shall be entitled to terminate the Agents' obligations hereunder by written notice to that effect given to the Corporation on or before the Closing Time if at any time prior to the Closing Time (the " Termination Rights "):
(a) there shall have occurred any material change or change in a material fact or the Lead Agent shall discover any previously undisclosed material fact which in the reasonable opinion of the Lead Agent would be expected to have a material adverse effect on the market price or value of any of the Offered Shares or a material adverse change or effect on the business or affairs of the Corporation and the Material Subsidiaries, taken as a whole;
(b) any inquiry, action, suit, investigation or other proceeding (whether formal or informal) is commenced, announced or threatened in relation to the Corporation or any one of the officers or directors or principal shareholders of the Corporation where wrong-doing is alleged or any order is issued under or pursuant to any Laws or any Governmental Entity or Securities Regulator in relation to the Corporation or any of its securities, which involves a finding of wrongdoing;
(c) there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence or catastrophe, war or act of terrorism of national or international consequence or any new or change in any Law which, in the opinion of the Agents, materially adversely affects or involves, or will materially adversely affect or involve, the financial markets or the business, operations or affairs of the Corporation or either of the Material Subsidiaries, taken as a whole or the market price or value of the Offered Shares;
(d) any order, action, proceeding or cease trading order which operates to prevent or restrict the trading of the Offered Shares or any other securities of the Corporation is made or threatened by any Securities Regulator;
28 -
(e) the state of the Canadian, the United States' or international financial markets where it is planned to market the Offered Shares is such that, in the reasonable opinion of the Agents, the Offered Shares cannot be profitably marketed;
(f) the Lead Agent is not satisfied, in their sole discretion, acting reasonably, with the completion of their due diligence investigations; 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.
8.2 The Termination Rights contained in this Article 8 may be exercised by any of the Agents and are in addition to any other rights or remedies the Agents may have in respect of any default, act or failure to act or non-compliance by the Corporation in respect of any of the matters contemplated by this Agreement or otherwise.
8.3 In the event the Termination Rights are exercised by an Agent, there shall be no further liability on the part of that Agent to the Corporation, or on the part of the Corporation to that Agent, except in respect of any liability which may have arisen or may arise after such exercise of the Termination Right in respect of acts or omissions prior to such termination or under Article 9 and Article 10 of this Agreement.

ARTICLE 9 INDEMNITY

9.1 The Corporation, together with its subsidiaries or affiliated companies, as the case may be, (collectively, the " Indemnitor ") hereby agree to indemnify and hold the Agents, and each of their directors, officers, employees, shareholders and agents (the " Personnel ") harmless from and against any and all expenses, losses (other than loss of profits), fees, claims, actions (including shareholder actions, derivative actions or otherwise), damages, obligations, or 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 and/or its Personnel may become subject or otherwise involved in any capacity under any statute or common law, or otherwise insofar as such expenses, losses, claims, 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 Agents and its 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 Agents and/or their Personnel), unless such actual or threatened claim, action, suit, investigation or proceeding has been caused solely by or is the result of the gross negligence or fraud of an Agent or any of its Personnel. Without limiting the generality of the foregoing, this indemnity shall apply to all expenses (including legal expenses), losses, claims and liabilities that the Agents and/or their Personnel may incur as a result of any action or litigation that may be threatened or brought against the Agents and/or their Personnel.

If for any reason, the foregoing indemnification is unavailable to the Agents or any Personnel or insufficient to hold the Agents or any Personnel harmless, then the Indemnitor shall contribute to the amount paid or payable by the Agents 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 Agents or any Personnel on the other hand but

29 -

also the relative fault of the Indemnitor and the Agents 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 Agents or any Personnel as a result of such expense, loss, claim, damage or liability and any excess of such amount over the amount of the fees received by the Agents hereunder pursuant to the letter to which this is attached.

The Indemnitor agrees that in case any legal proceeding shall be brought against the Indemnitor and/or the Agents 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 Agents, and/or any Personnel shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or by reason of the performance of professional services rendered to the Indemnitor by the Agents, the Agents shall have the right to employ a single counsel in connection therewith provided the Agents act reasonably in selecting such counsel, and the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to reimburse the Agents for time spent by the Agents or their Personnel in connection therewith unless such proceeding has been caused solely by or is the result of the gross negligence or fraud of an Agent or any of its Personnel) and out-of-pocket expenses incurred by the Agents or any Personnel in connection therewith shall be paid by the Indemnitor as they occur.

Promptly after receipt of notice of the commencement of any legal proceeding against the Agents or any Personnel or after receipt of notice of the commencement or any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Indemnitor, the Agents will notify the Indemnitor in writing of the commencement thereof and, throughout the course thereof, will provide copies of all relevant documentation to the Indemnitor, will keep the Indemnitor advised of the progress thereof and will discuss with the Indemnitor all significant actions proposed. However, the failure by the Agents to notify the Indemnitor will not relieve the Indemnitor of its obligations to indemnify Agents and/or any Personnel unless the Indemnitor is materially prejudiced by such failure to provide notice. The Indemnitor shall on behalf of itself and the Agents and/or any Personnel, as applicable, be entitled to (but not required) to assume the defence of any suit brought to enforce such legal proceeding; provided, however, that the defence shall be conducted through legal counsel acceptable to the Agents and/or any Personnel, as applicable, acting reasonably, that no settlement of any such legal proceeding may be made by the Indemnitor without the prior written consent of the Agents and/or any Personnel, acting reasonably, as applicable, and none of the Agents and/or any Personnel, as applicable, shall be liable for any settlement of any such legal proceeding unless it has consented in writing to such settlement, such consent not to be unreasonably withheld. The Agents and its Personnel shall have the right to appoint a single counsel in their own behalf at the Indemnitor's cost provided the Agents act reasonably in selecting such counsel.

The indemnity and contribution obligations of the Indemnitor shall be in addition to any liability which the Indemnitor may otherwise have, shall extend upon the same terms and conditions to the Personnel of the Agents and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnitor, the Agents and any of the Personnel.

9.2 This Article 9 shall survive the completion of professional services rendered under this Agreement.

30 -

ARTICLE 10 EXPENSES

10.1 The Corporation will pay all of its own expenses and fees in connection with the Offering, including, without limitation:
(a) all expenses of or incidental to the creation, issue, sale or distribution of the Offered Shares;
(b) the fees and expense of the Corporation's legal counsel; and
(c) all costs incurred in connection with the preparation of documentation relating to the Offering.
10.2 The Corporation will reimburse the Agents for their reasonable and documented out-of-pocket expenses in connection with the Offering, including, but not limited to, reasonable fees of the Agents' Canadian and other applicable legal counsel (collectively, the " Agents' Expenses ") up to a maximum of $55,000, plus reasonable disbursements and applicable taxes.
10.3 The Agents' Expenses shall be payable by the Corporation immediately upon receiving an invoice therefor from the Agents and shall be payable whether or not the Offering is completed.

ARTICLE 11 ADVERTISEMENTS

11.1 The Corporation acknowledges that the Agents shall have the right, at their own expense, to place such advertisement or advertisements relating to the sale of the Offered Shares contemplated herein as the Agents may consider desirable or appropriate and as may be permitted by applicable Laws, including Applicable Securities Laws.
11.2 The Corporation and the Agents each agree that they will not make public any advertisement in any media whatsoever relating to, or otherwise publicize, the Offering provided for herein so as to result in any exemption from the prospectus or registration requirements of Applicable Securities Laws in any of the provinces of Canada or any other jurisdiction in which the Offered Shares shall be offered and sold not being available.

ARTICLE 12 AGENTS' BUSINESS

12.1 The Corporation acknowledges that the Agents may be engaged in securities trading and brokerage activities, and providing investment banking, investment management, financial and financial advisory services. In the ordinary course of the Agents' trading, brokerage, investment and asset management and financial activities, the Agents and their Affiliates may hold long or short positions, and may trade or otherwise effect or recommend transactions, for their own account or the accounts of their customers, in debt or equity securities or loans of the Corporation or any other company that may be involved in any transaction with the Corporation. Each Agent and its Affiliates may also provide a broad range of normal course financial products and services to its customers including, but not limited to, banking, credit derivative, hedging and foreign exchange products and services, including companies that may be involved in any transaction with the Corporation.
12.2 The Corporation acknowledges and agrees that:
31 -
(a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the Issue Price of the Offered Shares and any related discounts and commissions, is an arm's length commercial transaction between the Corporation, on the one hand, and the Agents, on the other hand;
(b) in connection with the Offering and the process leading to such transaction, the Agents are and have been acting solely as principals and are not the fiduciaries of the Corporation or its respective shareholders, creditors, employees or any other party;
(c) the Agents have not assumed and will not assume an advisory or fiduciary responsibility in favour of the Corporation with respect to the Offering or the process leading thereto (irrespective of whether the Agents have advised or are currently advising the Corporation on other matters) and the Agents do not have any obligations to the Corporation with respect to the Offering except the obligations expressly set forth in this Agreement;
(d) the Agents and their Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Corporation; and
(e) the Agents have not provided any legal, accounting, regulatory or tax advice with respect to the Offering and the Corporation has consulted with their own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

ARTICLE 13 AGENTS' OBLIGATIONS

13.1 The Agents' obligations, representations, warranties and covenants under this Agreement shall be several (and not joint nor joint and several), and the Agents' respective obligations and rights and benefits hereunder shall be as to the following percentages:

Agent Clarus Securities Inc. Cormark Securities Inc. PowerOne Capital Markets Ltd. Jett Capital Advisors, LLC	Syndicate Position
	65% 20% 10% 5%

13.2 All steps which must or may be taken by the Agents in connection with this Agreement, with the exception of the matters relating to Termination Rights contemplated by Article 8 or matters relating to indemnity and contribution contemplated by Article 9, may be taken by the Lead Agent on behalf of themselves and the Agents and the execution and delivery of this Agreement by the Corporation and the Agents shall constitute the Corporation's authority for accepting any notice, request, direction, certificate, consent or other communication from the Lead Agent and for delivering the Offered Shares by electronic deposits or otherwise to, or to the order of, the Lead Agent. The Lead Agent agrees to consult with the other Agents with respect to all material matters in connection with this Agreement or the Offering.
13.3 The rights and obligations of the Agents under this Agreement shall be several and not joint nor joint and several.
32 -

ARTICLE 14 SURVIVAL OF WARRANTIES, REPRESENTATIONS, COVENANTS AND AGREEMENTS

14.1 All representations, warranties, covenants and agreements of the Corporation herein contained or contained in any documents submitted pursuant to this Agreement and in connection with the transactions herein contemplated shall survive the Closing and, notwithstanding such Closing or any investigation made by or on behalf of the Agents or the Purchasers with respect thereto, shall continue in full force and effect for the benefit of the Agents and the Purchasers for a period of two years following the Closing Date. For greater certainty, and without limiting the generality of the foregoing, the provisions contained in this Agreement in any way related to the indemnification of the Agents by the Corporation or the contribution obligations of the Agents or those of the Corporation shall survive and continue in full force and effect, indefinitely, subject only to the applicable limitation period prescribed by Law.

ARTICLE 15 GENERAL CONTRACT PROVISIONS

15.1 Any notice or other communication to be given hereunder shall be in writing and shall be given by delivery or email, as follows:
(a) if to the Corporation:

Lithium Ionic Corp. 36 Lombard Street, Floor 4 Toronto, Ontario M5C 2X3

Attention: Blake Hylands Email: [REDACTED]

with a copy (not to constitute notice to the Corporation) to:

Miller Thomson LLP 40 King Street West, Suite 5800 Toronto, ON M5H 3S1 Attention: Mack Hosseinian Email: [email protected]

(b) if to the Agents:

Clarus Securities Inc. [REDACTED]

Attention: Robert Orviss Email: [REDACTED]

with a copy (not to constitute notice to the Agents) to:

Bennett Jones LLP 3400 One First Canadian Place, P.O. Box 130 Toronto, Ontario

33 -

M5X 1A4 Attention: Matthew Hunt Email: [email protected]

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

15.2 Information which is held elsewhere within the Agents but of which none of the individuals in the investment banking department or division of the Agents 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 Agents to the Corporation under this Agreement.
15.3 This Agreement and the other documents referred to herein constitute the entire agreement between the Agents and the Corporation relating to the subject matter of this Agreement and shall supersede any and all prior negotiations and understandings, including, without limitation, the engagement letter between the Corporation and the Lead Agent dated September 19, 2022. This Agreement may be amended or modified in any respect by written instrument only.
15.4 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.
15.5 The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Agents, the Corporation and their respective executors, heirs, successors and permitted assigns; provided that, except as provided herein or in the Subscription Agreement, this Agreement shall not be assignable by any party without the written consent of the others.
15.6 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.
15.7 Time shall be of the essence for all provisions of this Agreement.
15.8 The parties hereby acknowledge that they have expressly required this Agreement and all notices, statements of account and other documents required or permitted to be given or entered into pursuant hereto to be drawn up in the English language only. Les parties reconnaissent avoir expressément demandé que la présente Convention ainsi que tout avis, tout état de compte et tout autre document à être ou pouvant être donné ou conclu en vertu des dispositions des présentes, soient rédigés en langue anglaise seulement.
15.9 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.
15.10 This Agreement may be executed and delivered by email or other electronic transmission in one or more counterparts which, together, shall constitute an original copy of this Agreement as of the date first noted above.
34 -

[Remainder of page left intentionally left blank. Signature pages follow.]

35 -

If the foregoing is in accordance with your understanding and is agreed to by you, please so indicate by executing a copy of this Agreement where indicated below and delivering the same to the Agents.

CLARUS SECURITIES INC.

Per: [ROBERT ORVISS] Name: Robert Orviss Title: Managing Director, Investment Banking

CORMARK SECURITIES INC.

Per: [DARREN WALLACE] Name: Darren Wallace Title: Managing Director, Investment Banking

POWERONE CAPITAL MARKETS LTD.

Per: [DAVID D’ONOFRIO] Name: David D'Onofrio Title: Chief Financial Officer

JETT CAPITAL ADVISORS, LLC

Per: [SAMUEL GRAUER] Name: Samuel Grauer Title: Partner

36 -

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

Per: [BLAKE HYLANDS] Name: Blake Hylands Title: Chief Executive Officer

A-1 -

SCHEDULE "A" FORM OF LOCK-UP AGREEMENT

October 5, 2022

To: Clarus Securities Inc. (the " Lead Agent ") Cormark Securities Inc. PowerOne Capital Markets Ltd. Jett Capital Advisors, LLC (together with the Lead Agent, the " Agents ")

Re: Lithium Ionic Corp. – Lock-up Agreement

Dear Sirs/Mesdames:

The undersigned understands that the Agents have entered into an agency agreement (the " Agency Agreement ") dated October 5, 2022 with Lithium Ionic Corp. (the " Corporation ") providing for the offering (the " Offering ") of up to 15,625,000 common shares in the capital of the Corporation (the " Common Shares ") at a price of $1.60 per Common Share for aggregate gross proceeds of up to $25 million.

In consideration of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees not to, without the prior written consent of the Lead Agent, with such consent not to be unreasonably withheld or delayed, directly or indirectly, offer, sell, contract to sell, swap, or enter into any other agreement to transfer the economic consequences of, or otherwise dispose of, or publicly announce any intention to offer, sell, contract to sell, grant or sell any option to purchase, hypothecate, transfer, assign, purchase any option or contract to sell, swap, or enter into any agreement to transfer the economic consequences of, or otherwise dispose of, whether through the facilities of a stock exchange, by private placement or otherwise, any common shares or securities exchangeable or convertible into common shares (collectively, the " Locked-Up Securities ") of the Corporation for a period of 120 days commencing on the Closing Date (as defined in the Agency Agreement) (the " Lock-Up Period "), except in respect of the following: (a) transfers to affiliates of the undersigned, or any company, trust or other entity owned by or maintained for the benefit of the undersigned, or (b) transfers occurring by operation of law or in connection with transactions arising as a result of the death of the undersigned; provided, in each of (a) and (b), that any such transferee shall first execute a lock-up agreement in substantially the form hereof covering the remainder of the Lock-Up Period, or (c) transfers made pursuant to a bona fide take-over bid made to all holders of voting securities of the Corporation or similar acquisition or merger transaction involving a change of control of the Corporation, provided that in the event that the take-over or acquisition or merger transaction is not completed, any Locked-Up Securities shall remain subject to the restrictions contained herein, or (d) transfers to any nominee or custodian where there is no change in beneficial ownership, for bona fide tax planning purposes including, but not limited to, transfers into a registered retirement savings plan and where the Locked-Up Securities are still subject to and governed by this lock-up agreement.

The undersigned understands that the Corporation and the Agents are relying upon this lock-up agreement in proceeding toward consummation of the Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned's legal representatives, successors and assigns, and shall enure to the benefit of the Corporation and the Agents and their respective legal representatives, successors and assigns.

A-2 -

The undersigned hereby represents and warrants that he or she has the full power and authority to enter into this agreement, and that he or she will do all such acts and take all such steps as reasonably required in order to fully perform and carry out the provisions of this agreement. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned.

This lock-up agreement will be governed by the laws of the Province of Ontario and the laws of Canada applicable therein.

This lock-up agreement may be executed by counterpart signatures (including counterparts by facsimile) each of which shall be effective as original signatures.

[Remainder of this page left intentionally blank. Signature page follows.]

A-3 -

Yours truly,

(Name (or Name and Title of authorized signing officer, if not an individual)

(Signature)

(Signature of Witness)

Number and type of securities of the Corporation subject to this lock-up agreement:

AI assistant

Lithium Ionic Corp. Capital/Financing Update 2022

48021_rns_2022-10-05_d5454976-f02c-4522-9805-687646c29fc4.PDF