AGENCY AGREEMENT

July 30, 2021

NorZinc Ltd. 650 West Georgia Street, Suite 1710 Vancouver, BC V6B 4N9

Attention: Rohan Hazelton, President & Chief Executive Officer

Dear Sirs:

Paradigm Capital Inc. ("Paradigm") and Scotia Capital Inc., as co-lead agents (the "Lead Agents") together with Echelon Wealth Partners Inc. and Eight Capital Corp. (collectively, the "Agents" and each individually, an "Agent") understand that NorZinc Ltd. (the "Company") proposes to issue and sell to the public, by way of a short form prospectus, a minimum of 92,307,692 and a maximum of 123,076,923 units of the Company (the "Units") at a price of \$0.065 per Unit (the "Offering Price") for minimum gross proceeds of \$6,000,000 and maximum gross proceeds of \$8,000,000 (the "Offering").

Each Unit will consist of one common share in the capital of the Company (each, a "Unit Share") and onehalf of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each Warrant will be exercisable to purchase one common share in the capital of the Company (a "Warrant Share") at an exercise price of \$0.09 per Warrant Share for a period of 36 months from the Closing Date, subject to adjustment in certain circumstances. The description of the Warrants herein is a summary only and is subject to the specific attributes and detailed provisions of the Warrants set forth in the Warrant Indenture. In the case of any inconsistency between the description of the Warrants in this Agreement and their terms and conditions set forth in the Warrant Indenture, the provisions of the Warrant Indenture shall govern. The Unit Shares and the Warrants comprising the Units will separate immediately upon Closing.

Based on the foregoing, and subject to the terms and conditions contained in this Agreement, the Agents agree to act, and upon acceptance hereof the Company appoints the Agents, as the Company's exclusive agents to offer for sale on a "best efforts" agency basis, without underwriter liability, the Units pursuant to the Final Prospectus (defined below) and the Agents agrees to arrange for Purchasers of the Units in each of the provinces of Canada (other than Québec) (the "Qualifying Jurisdictions"). The Agents further understand that the Company will use the proceeds from the sale of the Units as described in the Final Prospectus under the heading "Use of Proceeds", and issue and sell the Units in accordance with the provisions of the Final Prospectus. The Company agrees that the Agents are under no obligation to purchase any of the Units.

Subject to any required regulatory approval, the Company hereby grants to the Agents an over-allotment option (the "Over-Allotment Option") for the purpose of satisfying over-allotments, if any, and for market stabilization purposes by the Agents. The Over-Allotment Option shall entitle the Agents to offer for sale to the public up to an additional number of Units (the "Additional Units") as is equal to 15% of the number of Units sold under the Offering, at a price equal to the Offering Price, for additional gross proceeds of up to \$1,200,000 (assuming the Offering is fully subscribed and there are no sales to the President's List (defined below)), subject to the terms and conditions herein. The Over-Allotment Option shall be exercisable in whole or in part at any time up to 30 days after the Closing Date by delivery of written notice by the Lead Agents, on behalf of the Agents, to the Company specifying the number of Additional Units in respect of which the Over-Allotment Option is at such time being exercised.

Each Additional Unit shall be identical to the Units, and the Unit Shares and the Warrants comprising the Additional Units shall be identical to the Unit Shares and the Warrants comprising the Units. All references herein to the "Units" shall include the Additional Units, to the "Unit Shares" shall include the Unit Shares underlying the Additional Units, to the "Warrants" shall include the Warrants underlying the Additional Units, and all references herein to the "Warrant Shares" shall include the Warrant Shares issuable upon exercise of the Warrants underlying the Additional Units.

In consideration of the services to be rendered by the Agents in connection with the Offering, the Company will pay to the Agents a cash commission (the "Agents' Fee") equal to 6.5% of the gross proceeds of the Offering (including in respect of the exercise of the Over-Allotment Option). The Agents' Fee shall be reduced to 3.25% in respect of sales to purchasers on a president's list to be provided by the Company to the Lead Agents (the "President's List"), as set forth in the Final Prospectus. The Company also agrees to issue to the Agents common share purchase warrants (the "Compensation Warrants") equal to 6.5% (reduced to 3.25% in respect of sales to purchasers on the President's List) of the number of Units sold pursuant to the Offering (including in respect of the exercise of the Over-Allotment Option). Each Compensation Warrant shall entitle the holder to purchase one Common Share (a "Compensation Warrant Share") at the Offering Price at any time on or before the date that is 24 months from the Closing Date.

The Lead Agents will act as exclusive lead managers and co-book runners, and the Agents have the right to appoint other registered dealers as sub-agents upon such terms and conditions as may be agreed between them and the sub-agents, provided the terms and conditions of such appointment are not inconsistent with the terms and conditions of this Agreement. For greater clarifications, the Company shall have no obligations in respect of the sub-agents, who are the sole responsibility of the Agents. The Agents may determine the remuneration payable to such other registered dealers appointed by it out of the Agents' Fee payable by the Company to the Agents, provided, however, that in no case shall such remuneration exceed the Agents' Fee payable to the Agents hereunder.

The parties acknowledge that the Units have not been and will not be registered under the U.S. Securities Act (as hereinafter defined) or the securities laws of any state of the United States (as hereinafter defined) and may not be offered or sold in the United States, or to, or for the account or benefit of, U.S. Persons (as hereinafter defined) unless they have been registered under the U.S. Securities Act and applicable state securities laws, or exemptions from such registration requirements are available. The Units may be offered and sold to, or for the account or benefit of, persons in the United States or U.S. Persons on a private placement basis in accordance with Schedule "D" attached hereto, which Schedule forms a part of this Agreement, and in compliance with U.S. Securities Laws (as defined herein) by the Agents, acting through their U.S. Affiliates (as defined herein), to U.S. Accredited Investors (as defined herein) and/or QIBs (as defined herein), on a private placement basis pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D (as defined herein) and/or Section 4(a)(2) of the U.S. Securities Act and similar exemptions under applicable state securities laws.

The Agents acknowledge and agree that, concurrently with the Offering, the Company will issue and sell to RCF (as defined below) (the "Concurrent Private Placement") an aggregate of 15,384,615 Units on a non-brokered private placement basis at a price per Unit equal to the Offering Price. The Agents acknowledge and agree that RCF and the Corporation are entering into the Concurrent Private Placement in order to give effect to a participation right held by RCF pursuant to the Investor Agreement. The Agents and the Corporation acknowledge and agree that the no Agents' Fee shall be payable and no Compensation Warrants shall be issuable pursuant to the Concurrent Private Placement. Any Units issued in the Concurrent Private Placement in the United States will be exempt from the registration requirements of the U.S. Securities Act. If the Over-Allotment Option is exercised by the Agents, RCF has the right, but not the obligation, to acquire additional Units from the Company at the same proportion as the amount of the Over-Allotment Option that is exercised by the Agents.

INTERPRETATION

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

"Additional Units" has the meaning ascribed thereto on the first page of this Agreement;

"affiliate" and "associate" have the respective meanings ascribed thereto under Canadian Securities Laws or, as the case may be, in the applicable Securities Laws in effect on the date hereof;

"Agent" and "Agents" have the respective meanings ascribed thereto in the first page of this Agreement;

"Agent Information" has the meaning ascribed thereto in subsection 4(c)(i);

"Agents' Fee" has the meaning ascribed thereto in the second page of this Agreement;

"Agreement" means this agreement and its schedules, being the agreement resulting from the acceptance by the Company of the offer made by the Agents hereby;

"Amended and Restated Preliminary Prospectus" means the amended and restated preliminary short form prospectus of the Company dated July 19, 2021 and filed with the Commissions, including all Documents Incorporated by Reference and any Supplementary Material;

"Ancillary Documents" means all agreements, certificates (including any certificates representing the Units and officer's certificates), notices and other documents executed and delivered, or to be executed and delivered, by the Company in connection with the Offering and pursuant to this Agreement;

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

"Canadian Securities Laws" means, collectively, all applicable securities laws in each of the Qualifying Jurisdictions and the respective rules and regulations made thereunder, together with applicable published fee schedules, prescribed forms, policy statements, notices, orders, blanket rulings and other regulatory instruments of the securities regulatory authorities in such provinces and the rules of the Exchange, as applicable;

"Claims" has the meaning ascribed thereto in subsection 13(a);

"Closing" means the completion of the issue and sale by the Company of the Units pursuant to this Agreement;

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

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

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

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

"Company" has the meaning ascribed thereto in the first page of this Agreement;

"Compensation Warrant Certificates" means the certificates representing the Compensation Warrants, which contain the terms and conditions of the Compensation Warrants;

"Compensation Warrant Shares" has the meaning ascribed thereto in the second page of this Agreement;

"Compensation Warrants" has the meaning ascribed thereto in the second page of this Agreement;

"Concurrent Private Placement" has the meaning ascribed thereto on the second page of this Agreement;

"COVID-19 Outbreak" means the novel coronavirus disease outbreak;

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

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

"Environmental Laws" has the meaning ascribed thereto in subsection 6(ss);

"Environmental Permits" has the meaning ascribed thereto in subsection 6(tt);

"Exchange" means the Toronto Stock Exchange;

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

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

"Financial Statements" means (i) the audited consolidated financial statements of the Company for the years ended December 31, 2020 and 2019; and (ii) the unaudited condensed consolidated interim financial statements of the Company for the three months ended March 31, 2021 and 2020;

"Hazardous Substances" has the meaning ascribed thereto in subsection 6(ss);

"IFRS" means International Financial Reporting Standards;

"Indemnified Parties" or "Indemnified Party" has the meaning ascribed thereto in subsection 13(a);

"Investor Agreement" means the second amended and restated investor agreement dated April 24, 2020 among the Company, RCF and Resource Capital Fund VI L.P.

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

"Lead Agents" has the meaning ascribed thereto in the first page of this Agreement;

"Marketing Documents" means, collectively, (i) the term sheet for the Offering dated July 13, 2021; and (ii) the amended term sheet for the Offering dated July 16, 2021, each as incorporated by reference into the Prospectuses and such other template versions of any marketing materials that may be utilized by the Agents in connection with the Offering and that are required to be filed with the Commissions in accordance with NI 41-101;

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

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

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

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

"MI 11-102" means Multilateral Instrument 11-102 – Passport System;

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

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

"NI 43-101 Report" means the scientific and technical report with respect to the Prairie Creek Project titled "Prairie Creek Property Feasibility Study NI 43-101 Technical Report" that was authored by H.A. Smith, P.Eng., L.P. Staples, P.Eng., S. Elfen, P.E., G.Z. Mosher, P.Geo., F. Wright, P.Eng. and D. Williams, P.Eng. with an effective date of September 28, 2017;

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

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

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

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

"Over-Allotment Option" has the meaning ascribed thereto on the first page of this Agreement;

"Paradigm" has the meaning ascribed thereto in the first paragraph of this Agreement;

"Permits" has the meaning ascribed thereto in subsection 6(zz);

"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;

"Prairie Creek Project" means the mineral exploration project situated in the Northwest Territories approximately 500 km west of Yellowknife in the Mackenzie Mountains at an elevation of 850 m above mean sea level;

"Preliminary Prospectus" means the preliminary short form prospectus of the Company dated July 13, 2021 and filed with the Commissions, including all Documents Incorporated by Reference and any Supplementary Material;

"President's List" has the meaning ascribed thereto in the second page of this Agreement;

"Project Rights" has the meaning ascribed thereto in subsection 6(yy);

"Properties" means all mineral properties in which the Company or any of the Subsidiaries has a direct or indirect ownership interest, including, without limitation, the Prairie Creek Project;

"Prospectuses" means, collectively, the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus, the Final Prospectus and any amendment thereto;

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

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

"Purchasers" means the persons who, as purchasers, acquire the Units;

"QIB" means a "qualified institutional buyer" as such term is defined in Rule 144A under the U.S. Securities Act that is also a U.S. Accredited Investor;

"Qualifying Jurisdictions" has the meaning ascribed thereto in the first page of this Agreement;

"RCF" means RCF CAD VI LLC, a limited liability company existing under the laws of Delaware;

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

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

"SEC" means the United States Securities and Exchange Commission;

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

"Selling Group" has the meaning ascribed thereto in subsection 1(a);

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

"Subsidiaries" means Canadian Zinc Corporation and NorZinc-Newfoundland Ltd.;

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

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

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

"Transaction Documents" means, collectively, this Agreement, the Public Offering Documents, the Warrant Indenture and the Compensation Warrant Certificates;

"Transfer Agent" means Computershare Investor Services Inc., the registrar and transfer agent of the Company;

"Unit" means one unit of the Company consisting of one Unit Share and one-half of one Warrant;

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

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

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

"U.S. Affiliates" means the U.S. registered broker-dealer affiliates of the Agents;

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

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

"U.S. Private Placement Memorandum" means the U.S. private placement memorandum, in a form satisfactory to the Agents and the Company, acting reasonably, the preliminary version of which will be attached to the Preliminary Prospectus or the Amended and Restated Preliminary Prospectus and the final version of which will be attached to the Final Prospectus, to be delivered to each offeree and Purchaser of Units that is, or is acting for the account or benefit of, a U.S. Person or person in the United States in accordance with Schedule "A";

"U.S. Purchaser" means any Purchaser of Units that is (a) a U.S. Person or person in the United States, (b) a person purchasing Units on behalf of, or for the account or benefit of, any U.S. Person or any person in the United States, (c) a person who receives or received an offer to acquire the Units while in the United States, or (d) a person who was in the United States at the time such person's buy order was made;

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

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

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

"Warrant Indenture" means the warrant indenture pursuant to which the Warrants will be created and issued dated as of the Closing Date and entered into between the Company and Computershare Investor Services Inc.; and

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

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

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

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

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

Schedule "A" – Compliance with United States Securities Laws

TERMS AND CONDITIONS

1. Appointment of the Agent

Subject to the terms and conditions of this Agreement, the Company hereby exclusively appoints the Agents, and the Agents hereby agree to act as the agents of the Company to solicit offers to purchase the Units during the period of distribution of the Units in the Qualifying Jurisdictions and to use their best efforts, without underwriter liability, to obtain offers to purchase the Units from Purchasers subject to due compliance with and fulfillment of all the terms and conditions set forth herein:

The Company agrees that the Agents will be permitted to appoint other registered dealers (or other dealers duly licensed in their respective jurisdictions) as their agents (the "Selling Group", and each member of the Selling Group being a "Selling Firm") in accordance with applicable Securities Laws for the purposes of assisting in the Offering and that the Agents may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable by the Agents and be paid out of, and not in addition to, the Agents' Fee. With respect to the offer or sale of any Units in the United States or to, or for the account of benefit of U.S. Persons, the parties to this Agreement acknowledge and agree that the Agents may appoint U.S. Affiliates to act as sub-agents to conduct offers and sales of the Units in the United States or to, or for the account or benefit of, U.S. Persons to U.S. Accredited Investors and/or QIBs, in each case, in accordance with the provisions of this Agreement. The Agents shall require such other dealers, if any, to agree to, and shall use their commercially reasonable efforts to ensure that such other dealers, if any, comply with the covenants, obligations and terms of this Agreement as applicable to the Agents and the Agents shall be responsible for the actions of such other dealers.

The Agents shall act as custodian of funds received from the Purchasers pending the Closing of the Offering. Such funds shall be released at the Closing in accordance with Section 11 hereof.
It is hereby agreed and understood that the Agents shall not at any time be obligated to purchase any of the Units.
The Agents covenant that all sales of the Units shall be effected in compliance with applicable Securities Laws and the laws of any other jurisdiction in which sales of the Units take place and the Agents covenant that they shall use commercially reasonable efforts to cause all members of the Selling Group to sell the Units only through persons lawfully entitled to sell the same and otherwise in compliance with applicable Securities Laws and the laws of any other jurisdiction in which sales of the Units take place. Each Agent is also responsible for the actions of its U.S. Affiliates under this Agreement. Each Agent covenants, represents and warrants to the Company that it and each Selling Firm that is not registered as a broker-dealer under Section 15 of the U.S. Exchange Act will not offer or sell any of the Units in the United States or to, or for the account or benefit of, U.S. Persons other than through a U.S. Affiliate or otherwise in compliance with Rule 15a-6 under the U.S. Exchange Act.
For the purposes of this section, the Agents shall be entitled to assume that the Units are qualified for distribution in the Qualifying Jurisdictions.

2. Due Diligence

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

3. Distribution Arrangements

Subject to the terms and conditions of this Agreement, the Agents shall offer the Units for sale during the period of distribution of the Units in the Qualifying Jurisdictions at the Offering Price mentioned in the Final Prospectus.
The Agents acknowledge that subscriptions for the Units may be rejected or accepted by the Company in whole or in part in its sole discretion.
The Units may be distributed in the Qualifying Jurisdictions pursuant to the Final Prospectus. The Units may also be offered and sold:
(i) in the United States by the Agents through the U.S. Affiliates on a private placement basis and in accordance with the terms, conditions, representations, warranties and covenants of the parties contained in Schedule "A" hereto, the provisions of which are agreed to by the Company, the Agents and the U.S.

Affiliates, and which are hereby incorporated by reference, and in compliance with U.S. Securities Laws; and

(ii) subject to applicable law and the terms of this Agreement, in such other jurisdictions outside of Canada and the United States as the Company and the Agents may agree, provided the distribution of Units in such other jurisdictions are completed in accordance with the applicable laws of such other jurisdictions and will not (i) give rise to any requirement under the laws of such jurisdiction to prepare and/or file a prospectus, registration statement or document having similar effect, or (ii) create any ongoing compliance or continuous disclosure obligations for the Company pursuant to the laws of such jurisdiction.
Until the date on which the distribution of the Units is completed or this Agreement is terminated, the Company shall promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Canadian Securities Laws to continue to qualify the distribution of the Units, or in the event that the Units have, for any reason ceased to so qualify, to so qualify again the Units for distribution.

4. Deliveries on Filing and Related Matters

Prior to the filing of the Final Prospectus, the Company has satisfied all comments of the Commissions with respect to the Preliminary Prospectus and the Amended and Restated Preliminary Prospectus, has prepared and will file, concurrently with the execution of this Agreement, the Final Prospectus pursuant to pursuant to MI 11-102 and NP 11-202, will obtain the Final Receipt for the Final Prospectus prior to 5:00 p.m. (Toronto time) on the date hereof (or such later date or time as reasonably agreed to by the Company and the Lead Agents, on behalf of the Agents) and will take, or cause to be taken, all additional steps and proceedings that may be required under Securities Laws to qualify the distribution of the Units, the grant of the Over-Allotment Option and the issue of the Compensation Warrants pursuant to the Final Prospectus in the Qualifying Jurisdictions prior to 5:00 p.m. (Toronto time) on the date hereof (or such later date or time as reasonably agreed to by the Company and the Lead Agents, on behalf of the Agents).
Prior to the filing of the Final Prospectus, the Company shall deliver or cause to be delivered to the Agents the following:
(i) concurrently with the filing thereof, a copy of the Final Prospectus in the English language signed and certified by the Company as required by Canadian Securities Laws;
(ii) concurrently with the filing thereof, a copy of any Supplementary Material required to be filed by the Company in compliance with Canadian Securities Laws;
(iii) concurrently with the filing of the Final Prospectus with the Commissions, a copy of the final U.S. Private Placement Memorandum;
(iv) concurrently with the filing of the Final Prospectus with the Commissions, a long form comfort letter dated the date of the Final Prospectus, in form and substance satisfactory to the Agents, acting reasonably, addressed to the Agents and the directors of the Company from the Company's auditors with respect to financial and accounting information relating to the Company contained in the Final Prospectus, which letter shall be based on a review by the Company's auditors within a cut-off date of not more than two Business Days prior to the date of the

letter and which letter shall be in addition to the auditors' consent letter addressed to the Commissions; and

(v) prior to the filing of the Final Prospectus with the Commissions, copies of correspondence indicating that the application for the listing and posting for trading on the Exchange of the Unit Shares, Warrant Shares and Compensation Warrant Shares has been approved subject only to satisfaction by the Company of certain standard post-closing conditions imposed by the Exchange.
The Company shall also prepare and deliver promptly to the Agents copies of all Supplementary Material and of all Subsequent Disclosure Documents, signed and certified as applicable. Concurrently with the delivery of any Supplementary Material or filing by the Company of any Subsequent Disclosure Document, the Company shall deliver to the Agents, with respect to such Supplementary Material or Subsequent Disclosure Document, documents substantially similar to those referred to in subsections 4(a)(iii) and 4(a)(iv).
Delivery of the Marketing Documents and any Offering Document by the Company shall constitute the representation and warranty of the Company to the Agents that, as at their respective dates of filing:
(i) all information and statements (except information and statements relating solely to the Agents and provided by the Agents in writing expressly for inclusion therein (the "Agent Information")) contained and incorporated by reference in the Marketing Documents and the Offering Document, as the case may be, are true and correct, in all material respects, and contain no misrepresentation and constitute full, true, and plain disclosure of all material facts relating to the Company, the Offering and the Units, as required by Canadian Securities Laws;
(ii) no material fact or information has been omitted therefrom (except the Agent Information) which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and
(iii) except with respect to the Agent Information, such document complies with the requirements of applicable Securities Laws.

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

The Company shall cause commercial copies of the Final Prospectus, the final U.S. Private Placement Memorandum, and any Supplementary Material to be delivered to the Agents without charge, in such numbers and in such cities in the Qualifying Jurisdictions and the United States as the Agents may reasonably request by instructions to the Company's commercial printer of the Final Prospectus, the final U.S. Private Placement Memorandum and any Supplementary Material given forthwith after the Agents have been advised that the Company has obtained the Final Receipt. Such delivery shall be effected as soon as possible and, in any event, with respect to delivery in cities in the Qualifying Jurisdictions, on or before a date which is two Business Days after obtaining such receipt in the Qualifying Jurisdictions with respect to the Final Prospectus, the final U.S. Private Placement Memorandum, and on or before a date which is two Business Days after the Commissions issue receipts or accept for filing, as the case may be, of any Supplementary Material.

During the period commencing on the date hereof and until completion of the distribution of the Units, the Company will promptly provide to the Agents drafts of any press releases of the Company for review by the Agents and the Agents' counsel prior to issuance and the Company agrees that it shall obtain prior approval of the Lead Agents, on behalf of the Agents, acting reasonably, as to the content and form of any press release to be issued in connection with the Offering, provided that any such review will be completed in a timely manner sufficient to allow the Company to comply with its continuous disclosure obligations under Canadian Securities Laws. In addition, in order to comply with applicable U.S. Securities Laws, any press release announcing or otherwise concerning the Offering shall include substantially the following legend: "NOT FOR DISTRIBUTION TO THE UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES."; and news releases relating to the Offering will include substantially the following statements: "This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the states in the United States of America. The securities being offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available."
The Company and the Agents hereby (in respect of the Agents, severally, and not jointly, nor jointly and severally) covenant and agree:
(i) that during the period of distribution of the Units, the Company and the Lead Agents, on behalf of the Agents, shall approve in writing, prior to such time marketing materials are provided to potential Purchasers, the template version of any marketing materials reasonably requested to be provided by the Agents to any potential Purchaser of Units, such marketing materials to comply with Canadian Securities Laws and such approval by the Company constituting the Agents' authority to use such marketing materials in connection with the Offering and provide them to potential Purchasers of Units. The Company shall file a template version of such marketing materials with the Commissions as soon as reasonably practicable after the template version of such marketing materials are so approved in writing by the Company and the Lead Agents, on behalf of the Agents, and in any event on or before the day the marketing materials are first provided to any potential Purchaser of Units. The Company and the Lead Agents, on behalf of the Agents, may agree that any comparables shall be redacted from the template version in accordance with NI 44-101 and NI 41-101 prior to filing such template version with the Commissions and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Commissions by the Company;
(ii) not to provide any potential Purchaser of Units with any marketing materials unless a template version of such marketing materials has been filed by the Company with the Commissions on or before the day such marketing materials are first provided to any potential Purchaser of Units; and

(iii) not to provide any potential Purchaser of Units with any materials or information in relation to the distribution of Units or the Company other than: (A) such marketing materials that have been approved and filed in accordance with this section; (B) the Marketing Documents; and (C) the Offering Documents.

5. Material Change

During the period commencing on the date hereof and until completion of the distribution of the Units, the Company shall promptly inform the Agents (and if requested by the Agents, confirm such notification in writing) of the full particulars of:
(i) any material change (actual, anticipated, contemplated, threatened, financial or otherwise) in the condition (financial or otherwise), properties, assets, liabilities (contingent or otherwise), obligations (whether absolute, accrued, conditional or otherwise), business, affairs, capital, ownership, control, management, operations, results of operations or prospects of the Company and the Subsidiaries, on a consolidated basis;
(ii) any material fact which has arisen or has been discovered (other than any Agent Information) and would have been required to have been stated in any Offering Document had the fact arisen or been discovered on, or prior to, the date of such document; and
(iii) any change in any material fact contained in the Offering Documents (other than any Agent Information) or any event or state of facts that has occurred after the date hereof, which, in any case, is, or may be, of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in any misrepresentation in any of the Offering Documents, or which would result in any Offering Document not complying (to the extent that such compliance is required) with applicable Securities Laws.
The Company will comply with the provisions of Canadian Securities Laws, and the Company will prepare and file promptly any Supplementary Material which may be necessary and will otherwise comply with all legal requirements necessary to continue to qualify the Units for distribution in each of the Qualifying Jurisdictions.
In addition to the provisions of sections 5(a) and 5(b), the Company shall in good faith discuss with the Agents any change, event or fact contemplated in sections 5(a) and 5(b) which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Agents under section 5(a) and shall consult with the Agents with respect to the form and content of any amendment or other Supplementary Material proposed to be filed by the Company, it being understood and agreed that no such amendment or other Supplementary Material shall be filed with any Commissions prior to the review thereof by the Agents and their counsel, acting reasonably.
If during the period of distribution of the Units there shall be any change in Canadian Securities Laws which, in the opinion of the Agents, acting reasonably, requires the filing of any Supplementary Material, upon written notice from the Agents, the Company shall, to the satisfaction of the Agents, acting reasonably, promptly prepare and file any such Supplementary Material with the appropriate Commissions where such filing is required.
During the period commencing on the date hereof and until completion of the distribution of the Units, the Company shall promptly inform the Agents (and if requested by the

Agents, confirm such notification in writing) if any of the representations or warranties made by the Company in this Agreement shall no longer be true and correct in all material respects at any particular time (after giving effect to the transactions contemplated by this Agreement).

6. Representations and Warranties of the Company

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

the Company (i) has been duly incorporated and is validly existing under the laws of its governing jurisdiction, has all requisite power and authority, (ii) is and will at Closing be up-to-date in all material corporate filings and in good standing under the laws of its governing jurisdiction, (iii) is duly qualified to carry on its business as now conducted and to own or lease its properties and assets, and (iv) has all requisite corporate power and corporate authority to enter into the Transaction Documents and any Ancillary Documents and to carry out its obligations hereunder and thereunder;
to the Company's knowledge, no agreement is in force or effect which in any manner affects the voting or control of any of the securities of the Company;
no proceedings have been taken, instituted or, to the Company's knowledge, are pending for the dissolution or liquidation of the Company;
the Company is licensed, registered or qualified as an extra-provincial or foreign corporation, as applicable, in all jurisdictions where the character of the property or assets thereof owned or leased or the nature of the activities conducted by it make licensing, registration or qualification necessary and is carrying on the business thereof in compliance, in all material respects with all applicable laws, rules and regulations of each such jurisdiction;
the Company has no subsidiaries or affiliates other than the Subsidiaries and the Company beneficially owns, directly or indirectly, all of the issued and outstanding shares in the capital of the Subsidiaries free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands of any kind whatsoever, all of such shares have been duly authorized and validly issued and are outstanding as fully paid common shares in the capital of each Subsidiary and subject to no further call for contribution and no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option, for the purchase from the Company of any interest in any of such shares or for the issue or allotment of any unissued shares in the capital of the Subsidiaries or any other security convertible into or exchangeable for any such shares;
Each of the Subsidiaries has been duly incorporated and is validly existing under the laws of its governing jurisdiction, has all requisite corporate power and authority and is duly qualified to carry on its business as now conducted and to own or lease its properties and assets;
the Company does not beneficially own, or exercise control or direction over, 10% or more of the outstanding voting shares of any person, other than the Subsidiaries;
neither the Company nor any of the Subsidiaries has committed an act of bankruptcy or sought protection from the creditors thereof before any court or pursuant to any legislation,

proposed a compromise or arrangement to the creditors thereof generally, taken any proceeding with respect to a compromise or arrangement, taken any proceeding to be declared bankrupt or wound up, taken any proceeding to have a receiver appointed of any of the assets thereof, had any person holding any encumbrance, lien, charge, hypothec, pledge, mortgage, title retention agreement or other security interest or receiver take possession of any of the property thereof, had an execution or distress become enforceable or levied upon any portion of the property thereof or had any petition for a receiving order in bankruptcy filed against it;

all of the currently issued and outstanding Common Shares are listed and posted for trading on the Exchange, the Company has not taken any action which would be reasonably expected to result in the delisting or suspension of the Common Shares on or from the Exchange and the Company, to its knowledge, is currently in material compliance with the rules and regulations of the Exchange; and no order ceasing or suspending trading in any securities of the Company or prohibiting the trading of any of the Company's issued securities has been issued and no proceedings for such purpose are pending or, to the knowledge of the Company, threatened;
the Financial Statements: (i) have been prepared in accordance with the requirements of IFRS consistently applied throughout the periods referred to therein, (ii) contain no misrepresentations and present fully, fairly and correctly, in all material respects, the financial position (including the assets and liabilities, whether absolute, contingent or otherwise) of the Company as at such dates and results of operations of the Company for the periods then ended, and (iii) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of the Company, and (iv) there has been no change in accounting policies or practices of the Company since the date of the Financial Statements;
during the past three years, the Company has not declared or paid any dividends or declared or made any other payments or distributions on or in respect of any of its shares and has not, directly or indirectly, redeemed, purchased or otherwise acquired any of its shares or agreed to do so or otherwise effected any return of capital with respect to such shares;
all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers' compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto due and payable by each of the Company and the Subsidiaries have been paid; all tax returns, declarations, remittances and filings required to be filed by each of the Company and the Subsidiary have been filed with all appropriate governmental authorities and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading; to the knowledge of the Company, other than as disclosed in the Disclosure Documents or to the Agents in writing, no examination of any tax return of the Company or any of the Subsidiaries is currently in progress and there are no issues or disputes outstanding with any governmental authority respecting any taxes that have been paid, or may be payable, by the Company or the Subsidiaries;
the auditors of the Company in respect of the audited consolidated financial statements of the Company for the years ended December 31, 2020 and 2019 and who provided their audit report thereon are independent public accountants as required under Canadian Securities Laws;
there has never been a reportable event (within the meaning of National Instrument 51-102 - Continuous Disclosure) with the present or former auditors of the Company;
the Company maintains a system of internal accounting controls that is customary for comparable companies and sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management's general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences;
the Company has established and maintains "disclosure controls and procedures" and "internal control over financial reporting" which the Company's board of directors considers reasonable and appropriate in the Company's circumstances and in accordance with the provisions of IFRS;
the Company is in compliance with the certification requirements contained in National Instrument 52-109 – Certification of Disclosure in Issuers' Annual and Interim Filings with respect to the Company's annual and interim filings with Canadian securities regulators;
the audit committee of the Company is comprised and operates in accordance with the requirements of National Instrument 52-110 – Audit Committees; a majority of the members of the audit committee are "independent" within the meaning of such instrument;
as at the Closing Date, other than: (i) the Warrants; and (ii) as set forth in the Final Prospectus, no holder of outstanding securities of the Company will be entitled to any preemptive or any similar rights to subscribe for any of the Common Shares or other securities of the Company and no rights, warrants or options to acquire, or instruments convertible into or exchangeable for, any shares in the capital of the Company are outstanding;
no legal or governmental proceedings are pending to which the Company or any of the Subsidiaries is a party or to which any of their respective property is subject that would result individually or in the aggregate in a material adverse change in the operation, business or condition of the Company or any Subsidiary, and to the knowledge of the Company, no such proceedings have been threatened against or are contemplated with respect to the Company, any of the Subsidiaries or any of their respective properties;
each of the Company and the Subsidiaries has conducted and is conducting its business in compliance in all material respects with all applicable laws and regulations of each jurisdiction in which it carries on business (including, without limitation, all applicable federal, provincial, municipal and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, including, but not limited to relevant exploration and exploitation permits and concessions) and has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which would have a material adverse effect on the Company or the Subsidiaries;
the Company is a reporting issuer under the Canadian Securities Laws in each of the provinces of Canada; the Company is not in default in any material respect of any requirement of the Canadian Securities Laws nor isincluded in a list of defaulting reporting

issuers maintained by the Commissions of those provinces. In particular, without limiting the foregoing, the Company is in compliance at the date hereof with its obligations to make timely disclosure of all material changes relating to it and, other than in respect of material change reports previously filed on a confidential basis and thereafter made public or material change reports previously filed on a confidential basis and in respect of which no material change ever resulted, no such disclosure has been made on a confidential basis and there is no material change relating to the Company which has occurred and with respect to which the requisite material change statement has not been filed, except to the extent that the Offering constitutes a material change;

the execution and delivery of the Transaction Documents and the Ancillary Documents and the compliance with all provisions contemplated thereunder, the offering and sale of the Units and the issuance of the Units and Compensation Warrants do not and will not:
(i) require the consent, approval, authorization, registration or qualification of or with any governmental authority, stock exchange, securities regulatory authority or other third party, except: (i) such as have been obtained; or (ii) such as may be required under the applicable by-laws, policies, regulations and required forms of the Exchange;
(ii) result in a breach of or default under, nor create a state of facts which, after notice or lapse of time or both, would result in a breach of or default under, nor conflict with:
- (1) any of the terms, conditions or provisions of the constating documents or resolutions of the shareholders, directors or any committee of directors of the Company or any of the Subsidiaries;
- (2) to the best of the Company's knowledge, any statute, rule, regulation or law applicable to the Company or the Subsidiaries, including, without limitation, the applicable Securities Laws or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or the Subsidiaries; or
- (3) any Material Agreement; and
(iii) give rise to any lien, charge or claim in or with respect to the properties or assets now owned or hereafter acquired by the Company or the Subsidiaries or the acceleration of or the maturity of any debt under any indenture, mortgage, lease, agreement or instrument binding or affecting the Company or the Subsidiaries or any of their respective properties;
upon the execution and delivery thereof, each of the Transaction Documents and the Ancillary Documents shall constitute a valid and binding obligation of the Company and each shall be enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law;
the Units will, upon issuance, be validly created, executed and issued by the Company and constitute a valid and binding obligation of the Company enforceable against it in accordance with the terms set out in this Agreement;
the Warrants will, upon issuance, be validly created, executed and issued by the Company and constitute a valid and binding obligation of the Company enforceable against it in accordance with their terms as set out in the Warrant Indenture;
the Compensation Warrants will, upon issuance, be validly created, executed and issued by the Company and constitute a valid and binding obligation of the Company enforceable against it in accordance with their terms as set out in the Compensation Warrant Certificates;
at the Closing Time, all necessary corporate actions will have been taken to validly create, authorize and allot for issuance the Unit Shares, and, at Closing, the Unit Shares will be validly issued and outstanding as fully paid and non-assessable Common Shares. The Company has the corporate power, capacity and authority to issue the Unit Shares, and at the time of issuance thereof, such shares will not have been issued in violation of or subject to any pre-emptive or contractual rights to purchase securities issued or granted by the Company;
the Warrant Shares issuable upon the exercise of the Warrants have been validly created, authorized and allotted for issuance, and, upon the exercise of the Warrants and payment of the exercise price therefor, will be validly issued and outstanding as fully paid and nonassessable Common Shares. The Company has the corporate power, capacity and authority to issue the Warrant Shares and, at the time of issuance thereof, the Warrant Shares will not have been issued in violation of or subject to any pre-emptive or contractual rights to purchase securities issued or granted by the Company;
the Compensation Warrant Shares issuable upon the exercise of the Compensation Warrants have been validly created, authorized and allotted for issuance, and, upon the exercise of the Compensation Warrants, and payment of the exercise price therefor, will be validly issued and outstanding as fully paid and non-assessable Common Shares. The Company has the corporate power, capacity and authority to issue the Compensation Warrant Shares and, at the time of issuance thereof, the Compensation Warrant Shares will not have been issued in violation of or subject to any pre-emptive or contractual rights to purchase securities issued or granted by the Company;
the authorized capital of the Company consists of an unlimited number of Common Shares, of which, as at July 30, 2021, 574,117,259 Common Shares are issued and outstanding as fully paid and non-assessable shares and no preferred shares are issued or outstanding;
all information which has been prepared by the Company relating to the Company and its business, property and liabilities and either publicly disclosed or provided to the Agents including the Disclosure Documents and all financial, marketing, sales and operational information provided to the Agents is, as of the date of such information, true and correct in all respects, and no fact or facts have been omitted therefrom which would make such information misleading;
the Prairie Creek Project is the only material property to the Company for the purposes of NI 43-101 and all material information with respect thereto is completely and accurately described in the Prospectuses;
the Company or the Subsidiaries, as applicable, made available to the respective authors thereof prior to the issuance of the NI 43-101 Report, for the purpose of preparing the NI 43-101 Report, all information requested, and to the knowledge of the Company, no such information contained any material misrepresentation as at the relevant time the relevant information was made available and the Company does not have any knowledge of a material adverse change in any production, cost, price, reserves or other relevant information provided since the dates that such information was so provided;
the NI 43-101 Report complied in all material respects with the requirements of NI 43-101 as at the date of such report; since the date of preparation of such report there has been no change that would disaffirm or change any aspect of such report in any material respect;
the Company is in compliance with NI 43-101 in all material respects and has filed within the prescribed time periods all technical reports required thereby;
the Company has, and to the knowledge of the Company, the directors and officers of the Company have in all material respects answered every question or inquiry of the Agents and their counsel in connection with the Agents' due diligence investigations fully and truthfully;
all disclosure filings required to be made by the Company pursuant to the applicable Securities Laws have been made and such disclosure and filings were true and accurate as at the respective dates thereof and the Company has not filed any confidential material change reports;
the Company is not aware of any legislation, or proposed legislation (published by a legislative body), which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Company and the Subsidiaries, taken as a whole;
the Company is in compliance with all laws respecting employment and employment practices, terms and conditions of employment, pay equity and wages, except where such non-compliance would not constitute an adverse material fact of the Company or result in a material adverse change to the Company;
there has not been and there is not currently any labour disruption or conflict which is adversely affecting or could adversely affect, in a material manner, the carrying on of the business of the Company;
the Company does not have any loans or other indebtedness outstanding which have been made to any of their respective shareholders, officers, directors or employees, past or present, or any person not dealing at arm's length with them, other than inter-corporate loans made between the Company and the Subsidiaries;
except as otherwise disclosed in the Disclosure Documents, none of the directors, officers or employees of the Company, any known holder of more than 10% of any class of shares of the Company, or any known associate or affiliate of any of the foregoing persons or companies (as such terms are defined under Canadian Securities Laws), has had any material interest, direct or indirect, in any material transaction within the previous one year or any proposed material transaction which, as the case may be, materially affected, is material to or will materially affect the Company and the Subsidiaries, taken as a whole;
the Company maintains insurance covering the properties, operations, personnel and businesses of the Company as the Company reasonably deems adequate; such insurance insures against such losses and risks to an extent which is adequate in accordance with customary industry practice to protect the Company and the business of the Company; all such insurance is fully in force on the date hereof and will be fully in force on the Closing Date; the Company has no reason to believe that it will not be able to renew any such insurance as and when such insurance expires;
the Company is in compliance with all applicable federal, provincial, state, municipal and local laws, statutes, ordinances, by-laws and regulations and orders, directives and decisions rendered by any ministry, department or administrative or regulatory agency, domestic or foreign (the "Environmental Laws") relating to the protection of the environment, occupational health and safety or the processing, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substance (the "Hazardous Substances") except where such non-compliance would not constitute an adverse material fact in respect of the Company or result in a material adverse change to the Company;
the Company has obtained all material licences, permits, approvals, consents, certificates, registrations and other authorizations under all applicable Environmental Laws (the "Environmental Permits") necessary as at the date hereof for the operation of the businesses currently carried on by the Company and each Environmental Permit is valid, subsisting and in good standing and the Company is not in material default or breach of any Environmental Permit and, to the knowledge of the Company, no proceeding is pending or threatened to revoke or limit any Environmental Permit;
neither the Company nor any of the Subsidiaries has used, except in compliance with all Environmental Laws and Environmental Permits, any property or facility which it owns or leases or previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance;
each of the Company and the Subsidiaries (including, if applicable, any predecessor companies) has not received any notice of, or been prosecuted for an offence alleging, noncompliance with any Environmental Law, and neither the Company nor the Subsidiaries (including, if applicable, any predecessor companies) has settled any allegation of noncompliance short of prosecution. There are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to any of the assets of the Company or the Subsidiaries, nor has the Company or any of the Subsidiaries received notice of any of the same;
neither the Company nor any of the Subsidiaries has received any notice wherein it is alleged or stated that it is potentially responsible for a federal, provincial, state, municipal or local clean-up site or corrective action under any Environmental Laws. Neither the Company nor any of the Subsidiaries has received any request for information in connection with any federal, state, municipal or local inquiries as to disposal sites;
the Properties are the only properties in which the Company or the Subsidiaries has an interest; the Company or one of the Subsidiaries holds either freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits or participant interests or other conventional property or proprietary interests or rights, recognized in the jurisdiction in which the Properties are located, in respect of the ore bodies and minerals located on the Properties in which the Company or one of the Subsidiaries has an interest

under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit the Company or its Subsidiaries to explore for and exploit the minerals relating thereto, all leases or claims and permits relating to the Properties in which the Company or one of the Subsidiaries has an interest or right have been validly located and recorded in accordance with all applicable laws and are valid and subsisting, the Company or one of the Subsidiaries has all necessary surface rights, access rights and other necessary rights and interests relating to the Properties in which the Company or one of the Subsidiaries has an interest granting the Company or one of the Subsidiaries the right and ability to explore for and exploit minerals, ore and metals for development purposes as are appropriate in view of the rights and interest therein of the Company or one of the Subsidiaries, as applicable, with only such exceptions as do not materially interfere with the use made by the Company or one of the Subsidiaries of the rights or interest so held, and each of the proprietary interests or rights and each of the documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in all material respects in the name of the Company or one of the Subsidiaries; neither the Company nor one of the Subsidiaries has any responsibility or obligation to pay any commission, royalty, licence, fee or similar payment to any person with respect to the property rights thereof other than as described in the Disclosure Documents;

the Company or one of the Subsidiaries holds direct interests in the Properties, as described in the Disclosure Documents (the "Project Rights"), free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever, except as disclosed to the Agents and no other property rights are necessary for the conduct of the business of the Company as currently conducted; the Company does not know of any claim or the basis for any claim that might or could adversely affect the right thereof to use, transfer or otherwise exploit such property rights, under valid, subsisting and enforceable agreements or instruments, and all such agreements and instruments in connection with the Project Rights are valid and subsisting and enforceable in accordance with their terms.
the Company has identified all the material permits, certificates, and approvals (collectively, the "Permits") which are or will be required for the exploration, development and eventual operation of the Properties, which Permits include but are not limited to environmental assessment certificates, water licenses, land tenures, rezoning or zoning variances and other necessary local, provincial and federal approvals; and the appropriate Permits have either been received, applied for, or the processes to obtain such Permits have been or will in due course be initiated by the Company; and, except as disclosed to the Agents, the Company does not know of any issue or reason why the Permits should not be approved and obtained in the ordinary course;
all assessments or other work required to be performed in relation to the material mining claims and the mining rights of the Company in order to maintain its interests therein, if any, have been performed to date and the Company has complied in all material respects with all applicable governmental laws, regulations and policies in this regard as well as with regard to legal, contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company intends to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate have a material adverse effect; all such mining claims and mining rights are in good standing in all respects as of the date of this Agreement;
there are no environmental audits, evaluations, assessments, studies or tests relating to the Company except for ongoing assessments conducted by or on behalf of the Company in the ordinary course;
neither the Company nor the Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or other person associated with or acting on behalf of the Company or the Subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (iii) violated or is in violation of any provision of the Corruption of Foreign Officials Act (Canada), or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment;
no default exists under and no event has occurred which, after notice or lapse of time or both, or otherwise, constitutes a default under or breach of, by the Company or any other person, any material obligation, agreement, covenant or condition contained in any Material Agreement;
the Transfer Agent at its principal office in the City of Vancouver, is the duly appointed registrar and transfer agent of the Company with respect to the Common Shares; and
except as otherwise disclosed in the Disclosure Documents, there has been no suspension or disruption to the operations of the Company as a result of the COVID-19 Outbreak. The Company has been monitoring the COVID-19 Outbreak and the potential impact at all of its operations and has put appropriate control measures in place including physical distancing measures, as recommended by applicable government and health authorities, including applicable governmental authorities, at site and its office locations, to support the health of all of its employees and surrounding communities where it operates.

The representations and warranties of the Company contained in this Agreement shall be true at the Closing Time as though they were made at the Closing Time and they shall survive the completion of the transactions contemplated under this Agreement in accordance with subsection 22(a).

7. Representations and Warranties of the Agents

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

(a) in respect of the offer and sale of the Units, it will comply with all Canadian Securities Laws and applicable U.S. Securities Laws and all applicable laws of the jurisdictions outside Canada and the United States in which it offers the Units;
(b) it has good and sufficient right and authority to enter into this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein;
(c) it has not provided any marketing materials to any potential investors in connection with the Offering (other than the Marketing Document);
(d) upon the Company obtaining the necessary receipts therefor from each of the Commissions, it will deliver one copy of the Final Prospectus and any Supplementary Material thereto to each of the Purchasers in the Qualifying Jurisdictions; and
(e) in connection with the issuance of the Compensation Warrants, each of the Agents represents, warrants and covenants that (A) it is acquiring the Compensation Warrants as principal for its own account and not for the account or benefit of any other person, (B) it

is not a U.S. Person and is not acquiring the Compensation Warrants in the United States, or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States, and (C) this Agreement was executed and delivered outside the United States. The Agents acknowledge that none of the Compensation Warrants or Compensation Warrant Shares have been registered under the U.S. Securities Act or the securities laws of any state of the United States. The Agents further acknowledge and agree that the Compensation Warrants may not be exercised in the United States or by or on behalf or for the account or benefit of a U.S. Person or a person in the United States, unless such exercise is in compliance with an exemption or an exclusion from the registration requirements under the U.S. Securities Act and any applicable state securities laws, and the Agents agree that they will not engage in any Directed Selling Efforts (as defined in Schedule "A") with respect to any Compensation Warrant Shares, and will not offer or sell any Compensation Warrants or Compensation Warrant Shares in the United States or to, or for the account or benefit of, a U.S. Person unless in compliance with an exemption or an exclusion from the registration requirements of the U.S. Securities Act and any applicable state securities laws.

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

The representations and warranties of the Agents contained in this Agreement shall be true at the Closing Time as though they were made at the Closing Time and they shall survive the completion of the transactions contemplated under this Agreement in accordance with section 22(b).

8. Covenants of the Company

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

the Company will advise the Agents, promptly after receiving notice thereof, of the time when the Final Prospectus and any Supplementary Material has been filed and receipts therefor have been obtained pursuant to NP 11-202 and will provide evidence reasonably satisfactory to the Agents of each such filing and copies of such receipts;
the Company will advise the Agents, promptly after receiving notice or obtaining knowledge thereof, of:
(i) the issuance by any applicable securities regulatory authority of any order suspending or preventing the use of any Offering Document;
(ii) the issuance by any applicable securities regulatory authority of any order suspending the qualification of the Units in any of the Qualifying Jurisdictions, suspending the distribution of the Units or suspending the trading of any securities of the Company;
(iii) the institution, threatening or contemplation of any proceeding for any such purposes; or
(iv) any requests made by any applicable securities regulatory authority for amending or supplementing any Offering Document or for additional information,

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

the Company shall use its commercially reasonable efforts to fulfil or cause to be fulfilled, at or prior to the Closing Date, each of the conditions required to be fulfilled by it set out in Section 10;
the Company will ensure that the necessary regulatory and third party consents, approvals, permits and authorizations, including under applicable Securities Laws, and legal requirements in connection with the transactions contemplated by this Agreement are obtained or fulfilled on or prior to the Closing Date and will make all necessary filings (including post-closing filings pursuant to applicable Securities Laws, including any "Blue Sky" laws of any state of the United States, if applicable, and the rules and policies of the Exchange), take or cause to be taken all action required to be taken by the Company and pay all filing fees required to be paid in connection with the transactions contemplated by this Agreement;
the Company shall use its commercially reasonable efforts to maintain its status as a "reporting issuer" (or the equivalent thereof) not in default of the requirements of the applicable Securities Laws of each of the Qualifying Jurisdictions for as long as any Warrants and/or Compensation Warrants remain outstanding, other than in a business combination or similar transaction where all the outstanding securities of the Company have been exchanged for cash or the securities of another issuer which is a reporting issuer under any applicable Securities Laws;
the Company will use its best efforts to obtain the conditional approval for listing by the Exchange of the Unit Shares, Warrant Shares, and Compensation Warrant Shares, subject only to customary conditions;
On the Closing Date, the Company will complete an electronic deposit of the Units through the non-certificated inventory system of CDS Clearing and Depository Inc. (or, if requested, the Company will deliver certificates representing the Units and Compensation Warrant Certificates registered as directed by the Lead Agents) against delivery by the Agents of the aggregate purchase price for the Units;
On the Closing Date, the Company shall deliver to the Agents, among other things: (i) evidence of all requisite corporate, regulatory and Exchange conditional approvals; (ii) certificates of responsible officers of the Company; (iii) favourable legal opinions of counsel to the Company as to (A) customary securities and corporate matters; (B) the corporate existence and ownership of the Subsidiaries; (C) title of the Company's material properties; and (D) a favourable US legal opinion of counsel to the Company as to typical securities and corporate matters if any portion of the Offering is placed in the U.S.; (iv) a customary comfort letter from the auditor of the Company relating to such Company specific financial matters contained or incorporated by reference in the Prospectuses as the Agents shall reasonably require; and (v) such other documents as the Lead Agents may reasonably request, in each case of the above in a form customary for transactions of this nature and all in a form satisfactory to the Lead Agents, acting reasonably;
The Company agrees not to issue, or announce the intention to issue, without the prior written consent of the Lead Agents, on behalf of the Agents, such consent not to be unreasonably withheld, delayed or conditioned, any Common Shares or any securities convertible into or exchangeable for or exercisable to acquire Common Shares for a period

commencing on the date hereof and ending 90 days following the Closing Date, except in connection with: (i) the Offering (including the Over-Allotment Option), (ii) to RCF pursuant to its rights under the Investor Agreement, (iii) pursuant to the Concurrent Private Placement, (iv) pursuant to the exercise of options issued pursuant to the Company's employee option plan outstanding as of the date of this Agreement, (v) pursuant to the exercise of options or warrants outstanding as at the date of this Agreement, (vi) pursuant to the vesting or redemption of restricted share units under the Company's restricted share unit plan and deferred share units under the Company's deferred share unit plan, in each case outstanding as of the date of this Agreement, or (vii) in connection with the bona fide acquisition by the Company of the shares or assets of other corporations or entities;

the Company shall use commercially reasonable efforts to cause its executive officers and directors to enter into agreements on terms and conditions satisfactory to the Lead Agents in which each will covenant and agree that they will not, for a period commencing on the date hereof and ending 90 days following the Closing Date, directly or indirectly, offer, sell, contract to sell, lend, swap, or enter into any other agreement to transfer the economic consequences of, or otherwise dispose of or deal with, or publicly announce any intention to offer, sell, contract to sell, grant or sell any option to purchase, hypothecate, pledge, transfer, assign, purchase any option or contract to sell, lend, swap or enter into any agreement to transfer the economic consequences of, or otherwise dispose of or deal with, whether through the facilities of a stock exchange, by private placement or otherwise, any Common Shares held by them, directly or indirectly, unless (among other exceptions) (a) they first obtain the written consent of the Lead Agents, on behalf of the Agents, which consent will not be unreasonably withheld, delayed or conditioned, or (b) there occurs a take-over bid, arrangement or similar transaction involving the acquisition of the Company.
the Company will apply the net proceeds of the Public Offering in the manner specified in the Final Prospectus; provided that the Agents hereby acknowledge that there may be circumstances where, for sound business reasons, a re-allocation of funds may be necessary or advisable;
the Company will ensure at the Closing Time that the (i) Unit Shares have been duly and validly issued as fully paid and non-assessable Common Shares; and (ii) the Warrants and Compensation Warrants have been duly and validly created and issued;
the Company will duly execute and deliver the Warrant Indenture at the Closing Time and comply with and satisfy all terms, conditions and covenants contained therein to be complied with or satisfied by the Company;
the Company shall, as soon as practicable, use its commercially reasonable efforts to receive all necessary consents to the transactions contemplated herein; and
the Company shall make management of the Company available to provide such assistance in marketing the Offering as the Agents may reasonably request.

9. Covenants of the Agents

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

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

the Agents (or U.S. Affiliates thereof), as applicable, are, and will remain so, until completion of the Offering, appropriately registered under applicable Securities Laws so as to permit them to lawfully fulfil their obligations hereunder and will not provide any marketing materials to any potential investors in connection with the Offering (other than the Marketing Document filed on SEDAR);
it will not, directly or indirectly, solicit offers to purchase or sell the Units or deliver any Public Offering Document to Purchasers so as to require registration of the Units or the filing of a prospectus or registration statement with respect to the Units under the laws of any jurisdiction other than the Qualifying Jurisdictions, including the United States; and
it will use commercially reasonable efforts to complete the distribution of the Units as promptly as possible after the Closing Time. The Lead Agents will notify the Company when the Agents have ceased the distribution of the Units and, within 30 days after the Closing Date, will provide the Company, in writing, with a breakdown of the number of Units distributed (i) in each of the Qualifying Jurisdictions, and (ii) in any other jurisdiction.

10. Closing Conditions

The following are conditions to the obligations of the Agents to complete the transactions contemplated in this Agreement, which conditions may be waived in writing in whole or in part by the Lead Agents on behalf of the Agents in its sole discretion:

the Agents shall have received at the Closing Time a certificate, dated as of the Closing Date, signed by the Chief Executive Officer and Chief Financial Officer of the Company, or such other officers of the Company as the Agents may agree, certifying for and on behalf of the Company that:
(i) no order, ruling or determination having the effect of suspending the sale or ceasing the trading in any securities of the Company (including the Common Shares) has been issued by any governmental entity and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, are contemplated or threatened by any governmental entity;
(ii) to the knowledge of such officers, after due enquiry, there has been no adverse material change (actual, proposed or prospective, whether financial or otherwise) in the condition (financial or otherwise), properties, assets, liabilities (contingent or otherwise), obligations (whether absolute, accrued, conditional or otherwise), business, affairs, capital, ownership, control, management, operations, results of operations or prospects of the Company and the Subsidiaries, on a consolidated basis, since the date hereof;
(iii) the Final Prospectus (except the Agent Information) does not contain a misrepresentation and contains full, true and plain disclosure of all material facts

relating to the Company, the Offering, the Units as required by Canadian Securities Laws;

(iv) the Company has duly complied, in all material respects, with all the terms, covenants and conditions of this Agreement on its part to be complied with up to the Closing Time; and
(v) the representations and warranties of the Company contained in this Agreement are true and correct in all material respects as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement, except in respect of any representations and warranties that are to be true and correct as of a specified date, in which case they were true and correct as of that date;
the Agents shall have received, at the Closing Time, certificates dated the Closing Date, signed by appropriate officers of the Company and addressed to the Agents with respect to the articles and by-laws of the Company, all resolutions of the Company's board of directors and, as applicable, shareholders relating to the Transaction Documents and the Ancillary Documents and the transactions contemplated hereby and thereby, the incumbency and specimen signatures of signing officers of the Company and such other matters as the Agents may reasonably request;
the Company shall have made and/or obtained all necessary filings, approvals, permits, consents and authorizations to or from, as the case may be, the board of directors and shareholders of the Company, the Commissions, the Exchange, and any other applicable person required to be made or obtained by the Company in connection with the transactions contemplated by this Agreement, on terms which are acceptable to the Agents, acting reasonably;
the Unit Shares, Warrant Shares and Compensation Warrant Shares, shall have been conditionally approved for listing and posting for trading on the Exchange, subject only to satisfaction by the Company of certain standard post-closing conditions imposed by the Exchange;
the Agents shall have received favourable legal opinions addressed to the Agents, dated the Closing Date, from DuMoulin Black LLP, counsel to the Company, and where appropriate, local counsel to the Company (it being understood that such counsel may rely to the extent appropriate in the circumstances (i) as to matters of fact, on certificates of the Company executed on its behalf by a senior officer of the Company and on certificates of the Transfer Agent, as to the issued capital of the Company; and (ii) as to matters of fact not independently established, on certificates of the Company's auditors or a public official) with respect to the following matters:
(i) as to the subsistence of the Company under the laws of the Province of British Columbia and as to the corporate power and capacity of the Company to enter into and carry out its obligations under the Transaction Documents and the Ancillary Documents and to issue and sell the Units;
(ii) as to the authorized and issued capital of the Company;
(iii) the Company has all requisite corporate power and capacity under the laws of its jurisdiction of existence to carry on its business as presently carried on and to own, lease and operate its properties and assets;
(iv) with respect to Subsidiaries: (A) the subsistence of each Subsidiary under the laws of its governing jurisdictions; (B) the authorized and issued capital of each Subsidiary and the securities thereof held by the Company; and (C) the power and capacity of each Subsidiary to carry on its business as presently carried on and to own, lease and operate its properties and assets;
(v) the execution and delivery of the Transaction Documents and the Ancillary Documents, the performance by the Company of its obligations thereunder, the sale and issuance of the Units and the Compensation Warrants, do not and will not conflict with or result in any breach of the articles or by-laws of the Company, any applicable corporate laws or any Canadian Securities Laws;
(vi) the Transaction Documents have been duly executed and delivered by the Company, and constitute valid and legally binding obligations of the Company enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, liquidation, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and the qualification that the enforceability of rights of indemnity and contribution may be limited by applicable law;
(vii) all necessary corporate action has been taken by the Company to authorize the execution and delivery of each of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the Final Prospectus and the filing thereof with the Commissions, the filing of the Marketing Documents with the Commissions and the delivery of each of the preliminary and final U.S. Private Placement Memorandum;
(viii) the Unit Shares, other than any Unit Shares underlying the Additional Units issuable pursuant to the exercise of the Over-Allotment Option after the Closing Date, have been duly allotted and authorized for issuance by the Company, and will, upon receipt by the Company of full payment, be validly issued as fully paid and non-assessable Common Shares;
(ix) the Warrants have been duly allotted and authorized for issue by the Company, other than any Warrants underlying the Additional Units issuable pursuant to the exercise of the Over-Allotment Option after the Closing Date, and the Warrant Shares have been duly allotted and authorized for issuance by the Company and upon the receipt of payment therefor by the Company and the issue thereof upon exercise of the Warrants in accordance with the provisions of the Warrant Indenture, the Warrant Shares will be duly and validly issued as fully paid and non-assessable Common Shares;
(x) the Compensation Warrants have been duly created and authorized for issue by the Company, other than any Compensation Warrants issuable in connection with any Additional Units issuable pursuant to the exercise of the Over-Allotment Option after the Closing Date, and the Compensation Warrant Shares have been duly allotted and authorized for issuance by the Company and upon the receipt of payment therefor by the Company and the issue thereof upon exercise of the Compensation Warrants in accordance with the provisions of the Compensation Warrant Certificates, the Compensation Warrant Shares will be duly and validly issued as fully paid and non-assessable Common Shares;
(xi) all necessary corporate action has been taken by the Company to authorize the issuance of the Unit Shares, the Warrants, and the Compensation Warrants;
(xii) the rights, privileges, restrictions and conditions attaching to the Units conform in all material respects with the description thereof set forth in the Final Prospectus;
(xiii) all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits, consents and authorizations of the Commissions in each of the Qualifying Jurisdictions have been obtained by the Company to qualify the distribution to the public of the Units in each of the Qualifying Jurisdictions through persons who are registered under Canadian Securities Laws;
(xiv) the statements and opinions concerning tax matters set forth in the Final Prospectus under the headings (including for certainty, all subheadings under such headings) "Certain Canadian Federal Income Tax Considerations" and "Eligibility for Investment" insofar as they purport to describe the provisions of the laws referred to therein are fair and adequate summaries of the matters discussed therein subject to the qualifications, assumptions and limitations set out under such headings;
(xv) the Unit Shares, Warrant Shares, and Compensation Warrant Shares have been conditionally approved for listing and posting for trading on the Exchange, subject only to satisfaction by the Company of certain standard post-closing conditions imposed by the Exchange;
(xvi) Computershare Trust Company of Canada has been duly appointed as the warrant agent for the Warrants;
(xvii) that the first trade of the Unit Shares, Warrant Shares, and Compensation Warrant Shares is exempt from, or is not subject to, the prospectus requirements of the Canadian Securities Laws of the Qualifying Jurisdictions and no filing, proceeding or approval will need to be made, taken or obtained under such laws in connection with any such trade, provided that the trade is not a "control distribution" (as defined in National Instrument 45-102 – Resale of Securities) and the Company is a reporting issuer at the time of the trade; and
(xviii) as to such other matters as the Agents' legal counsel may reasonably request prior to the Closing Time;
the Agents shall have received a favourable legal opinion addressed to the Agents from counsel to the Company, as applicable, dated as of the Closing Date, in the form and substance satisfactory to the Agents and their counsel, acting reasonably, as to title of the Prairie Creek Project and the Company's or any of the Subsidiaries respective interests therein.
if any Units are offered and sold pursuant to Schedule "A" attached hereto, the Agents shall have received a favourable legal opinion addressed to the Agents, dated the Closing Date, from Dorsey & Whitney LLP, special United States counsel to the Company, such opinion to be subject to such qualifications and assumptions as the Agents may agree and in form satisfactory to the Agents and their counsel, acting reasonably, to the effect that it is not necessary in connection with the offer, sale and delivery of the Units to the U.S. Accredited Investors and/or QIBs in accordance with this Agreement, including Schedule "A" attached hereto, to register the Units (including the Unit Shares and the Warrants comprising the Units) under the U.S. Securities Act, it being understood that such counsel expresses no

opinion as to any subsequent reoffer or resale of the Units, the Unit Shares or the Warrants, or the issuance, or any subsequent reoffer or resale, of the Warrant Shares;

the Agents shall have received from the Company's auditors a "bring down" comfort letter, dated as of the Closing Date, in form and substance satisfactory to the Agents, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in subsection 4(a)(iv);
the Agents shall have received an executed copy of the Warrant Indenture in form and substance satisfactory to the Agents, acting reasonably;
the Agents shall have received the Compensation Warrant Certificates;
the Agents shall have received executed copies of all the lock-up agreements requested by the Agents pursuant to subsection 8(j) in form and substance satisfactory to the Agents, acting reasonably;
the Agents shall have received certificates of status or similar certificates with respect to the jurisdictions in which the Company and the Subsidiaries are existing;
the Agents shall have received a certificate from the Transfer Agent as to the issued and outstanding Common Shares as at the close of business on the Business Day prior to the Closing Date; and
the Agents shall have received such other documents as the Agents or their counsel may reasonably request prior to the Closing Time;
the Company shall not have received any notice from the Exchange that the Unit Shares, Warrant Shares and Compensation Warrant Shares shall not be accepted for listing on the Exchange;
that final acceptance of the Offering by the Exchange is subject only to the fulfilment of such customary conditions of the Exchange as set out in the conditional approval letter of the Exchange;
the Agents shall have received confirmation from the Company that the Company is not on the defaulting issuer's list (or equivalent) maintained by the Commissions in the Qualifying Jurisdictions in which the Company is a reporting issuer; and
the Agents shall not have exercised any rights of termination set forth in this Agreement.

11. Closing

The closing of the transactions contemplated under this Agreement (the "Closing") shall be completed electronically at the Closing Time on August 4, 2021 or such other time and date as may be agreed to in writing by the Company and the Lead Agents (the "Closing Date").
At the Closing, upon receipt of payment therefor, the Company shall provide electronic evidence of the issuance of the Unit Shares, Warrants, and Compensation Warrants (or physical certificates if so advised by the Lead Agents) in the names and denominations reasonably requested by the Agents.
At the Closing Time, the Company shall deliver to the Agents the requisite opinions and certificates as contemplated in subsection 10(e).
Subject to the conditions set out herein, at the Closing the Agents shall pay to the Company the aggregate gross proceeds of the sale of the Units, less, or against, the Agents' Fee and the expenses as provided in section 12.

12. Agents' Expenses

Whether or not the Offering is completed or the Agreement is executed, the Company will pay all reasonable expenses and fees in connection with the Offering, including,: (i) all reasonable out-of-pocket expenses incurred by the Agents in connection with the Offering including in connection with marketing the Offering and completion of due diligence, to a maximum of \$5,000; and (ii) the reasonable fees and disbursements of legal counsel for the Agents and U.S. Affiliates up to a maximum of \$150,000 (exclusive of disbursements and applicable taxes). At the option of the Lead Agents, such fees and expenses may be deducted from the gross proceeds otherwise payable to the Company on the Closing Date. The Company shall pay all applicable tax on the foregoing amounts.

13. Indemnity

The Company and its subsidiaries and affiliated companies, as the case may be, (collectively, the "Indemnitor") hereby agrees to indemnify and hold harmless each of the Agents and their respective affiliates and subsidiaries and each of their respective directors, officers, employees, partners, agents, shareholders, and each other person, if any, controlling each Agent (hereinafter referred to as the "Personnel" and collectively with the Agent, the "Indemnified Parties"), from and against any and all expenses, losses (other than loss of profits of the Indemnified Parties), claims, actions, costs, damages or liabilities, whether joint or several (including, without limitation, the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, known investigations or claims, and the reasonable fees and expenses of their counsel (which for purposes hereof shall be limited to one counsel representing both Agents and Personnel) that may be incurred in advising with respect to and/or defending any action, suit, proceeding, known investigation or claim that may be made against any Indemnified Party or in successfully enforcing this indemnity), to which any Indemnified Party may become subject or otherwise involved in any capacity under any statute or ordinary law or otherwise insofar as such expense, losses, claims, actions, costs, damages or liabilities relate to, are caused by, result from, arise out of, or based upon, directly or indirectly, the performance of professional services rendered to the Indemnitor by the Agents and their Personnel hereunder or otherwise in connection with the matters referred to in this Agreement.

The Indemnitor hereby waives any right the Indemnitor may have of first requiring an Indemnified Party to proceed against or enforce any other right, power, remedy or security or claim payment from any other person before claiming under this indemnity.

The foregoing indemnity shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that:
(i) the Agents or their Personnel have been grossly negligent, acted with wilful misconduct, have committed any fraudulent act in the course of the performance of their obligations hereunder; and

(ii) the expenses, losses, claims, actions, costs, damages or liabilities, as to which indemnification is claimed, were caused directly by the gross negligence, wilful misconduct or fraudulent act referred to in (i).

If for any reason (other than the occurrence of any of the events itemized in (i) and (ii) above), the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold any Indemnified Party harmless, then the Indemnitor shall contribute to the amount paid or payable by any Indemnified Party as a result of such expense, loss, claim, action, cost, 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 any Indemnified Party on the other hand but also the relative fault of the Indemnitor and any Indemnified Party, as well as any relevant equitable considerations; provided that the Indemnitor shall, in any event, contribute to the amount paid or payable by any Indemnified Party as a result of such expense, loss, claim, action, cost, damage or liability, any excess of such amount over the amount of the fees received by the Agents pursuant to this Agreement.

The Indemnitor agrees that in case any action, suit, proceeding or claim shall be brought against the Indemnitor and/or any Indemnified Party by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, shall investigate the Indemnitor and/or any other Indemnified Party and such Indemnified Party 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 this Agreement, the engagement of the Agents thereunder, the performance of professional services rendered to the Indemnitor by the Agents and their Personnel hereunder or otherwise in connection with the matters referred to in this Agreement, such Indemnified Party shall have the right to employ its own counsel in connection therewith (which for purposes hereof shall be limited to one counsel representing all of such Indemnified Parties), and the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to reimburse such Indemnified Party for time spent by its, or any of its affiliates, directors, officers, employees, partners or agents in connection therewith) and reasonable out-of-pocket expenses incurred by its Personnel in connection therewith shall be paid by the Indemnitor as they occur and upon receipt of satisfactory evidence thereof. The Indemnitor also agrees to reimburse an Indemnified Party for the reasonable time spent by its Personnel in connection with any action, suit, proceeding, claim or investigation for which the Indemnitor has agreed to indemnify such Indemnified Party hereunder.
Promptly after receipt of notice of the commencement of any legal proceeding against the Agents or any of their Personnel or after receipt of notice of the commencement of any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Indemnitor, an Indemnified Party will notify the Indemnitor in writing of the particulars. The omission so to notify the Indemnitor shall not relieve the Indemnitor of any liability which the Indemnitor may have to any Indemnified Party except only to the extent that any such delay in giving or failure to give notice as herein required materially prejudices the defence of such action, suit, proceeding, claim or investigation or results in any material increase in the liability which the Indemnitor would otherwise have under this indemnity had an Indemnified Party not so delayed in giving or failed to give the notice required hereunder.
The Indemnitor shall be entitled, at its own expense, to participate in and, to the extent it may wish to do so, assume the defence thereof, provided such defence is conducted by experienced and competent counsel, acceptable to the Agent, acting reasonably. Upon the

Indemnitor notifying the Agent in writing of its election to assume the defence and retaining counsel, the Indemnitor shall not be liable to the Agents for any legal expenses subsequently incurred by it in connection with such defence. If such defence is assumed by the Indemnitor, the Indemnitor throughout the course thereof will provide copies of all relevant documentation to the Agents, will keep the Agents advised of the progress thereof and will reasonably discuss with the Agents all significant actions proposed.

Notwithstanding the foregoing paragraph, any Indemnified Party shall have the right, at the Indemnitor's expense, to employ counsel of such Indemnified Party's choice, in respect of the defence of any action, suit, proceeding, claim or investigation if: (i) the employment of such counsel has been authorized by the Indemnitor; or (ii) the Indemnitor has not assumed the defence and employed counsel therefor within 15 days after receiving notice of such action, suit, proceeding, claim or investigation; or (iii) counsel retained by the Indemnitor has advised the Indemnified Party that representation of both parties by the same counsel would be inappropriate for any reason, including without limitation because there may be legal defences available to the Indemnified Party which are different from or in addition to those available to the Indemnitor (in which event and to that extent, the Indemnitor shall not have the right to assume or direct the defence on the Indemnified Party's behalf) or that there is a conflict of interest between the Indemnitor and the Indemnified Party or the subject matter of the action, suit, proceeding, claim or investigation may not fall within the indemnity set forth herein (in either of which events the Indemnitor shall not have the right to assume or direct the defence on the Indemnified Party's behalf). In connection therewith, the reasonable fees and expenses (on normal commercial terms) of counsel retained by the Indemnified Party (which for purposes hereof shall be limited to one counsel representing all of the Indemnified Parties) as well as the reasonable costs (including an amount to reimburse the Indemnified Party for time spent by its Personnel at its normal per diem rates) shall be paid by the Indemnitor as they occur.
No admission of liability and no settlement of any action, suit, proceeding, claim or investigation shall be made without the express consent of the Indemnified Parties affected. No admission of liability shall be made and the Indemnitor shall not be liable for any settlement of any action, suit, proceeding, claim or investigation made without its express consent.
The Indemnitor hereby waives all rights which it may have by statute or common law to recover contribution from the Indemnified Parties in respect of losses, claims, costs, damages, expenses or liabilities which any of them may suffer or incur directly or indirectly (in this paragraph, "losses") by reason of or in consequence of a document containing a misrepresentation; provided, however, that such waiver shall not apply in respect of losses by reason of or in consequence of any misrepresentation which is based upon or results from information or statements furnished by or relating solely to Indemnified Parties.
To the extent that any Indemnified Party is not a party to this agreement, Paradigm, shall obtain and hold the right and benefit of the indemnity provisions hereunder in trust for and on behalf of such Indemnified Party.
The indemnity and contribution obligations of the Indemnitor shall be in addition to any liability which the Indemnitor may otherwise have, shall extend upon the same terms and conditions to the Indemnified Parties and shall be binding upon and enure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnitor, and the Indemnified Parties.

14. Termination Rights

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

If at any time before the Closing Time:

the due diligence investigations performed by the Agents and/or the Agents' representatives reveal any material information or fact not generally known to the public which might, in the opinion of the Lead Agents, acting reasonably, adversely affect the market price of the Units, quality of the investment, or marketability of the Offering;
the state of the Canadian financial markets is such that, in the sole opinion of the Lead Agents, the Units cannot be profitably marketed;
there shall have occurred any material change in relation to the Company or change in a material fact, or there should be discovered (whether through the due diligence of the Lead Agents or otherwise) any previously undisclosed material fact required to be disclosed in the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus or the Final Prospectus, which, in each case, could reasonably be expected to result in a significant adverse effect on the market price or value of the Common Shares;
any inquiry, investigation or other proceeding is made or any order is issued under or pursuant to any statute of Canada or any province thereof or any statute of the United States or any state thereof or any stock exchange in relation to the Company or any of the Company's securities; (except for any inquiry, investigation or other proceeding or other based upon activities of the Lead Agents and not upon activities of the Company), which, in the opinion of the Lead Agents, acting reasonably, prevents or restricts trading in, or the distribution of, the Common Shares or materially and adversely affects, or might reasonably be expected to materially and adversely affect, the market price or value of the Common Shares;
if there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequence (including the COVID-19 Outbreak, to the extent that there is any material adverse development related thereto after the date hereof, or similar event or the escalation thereof) or any law or regulation which, in the opinion of the Lead Agents, acting reasonably, materially adversely affects or involves, or could materially adversely affect or involve, the Canadian financial markets or the business, operations or affairs of the Company and the Subsidiaries, taken as a whole, except for any event, action, state, condition or major financial occurrence based solely upon the activities of the Agents in connection with the Offering; or
the Company is in breach of any material term, condition or covenant of the Agreement that may not be reasonably expected to be remedied prior to the Closing Date or any material representation or warranty given by the Company in the Agreement is or becomes false.

15. Notice

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

NorZinc Ltd. 650 West Georgia Street, Suite 1710 Vancouver, BC V6B 4N9

Attention:	Rohan Hazelton
Email:	[email protected]

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

DuMoulin Black LLP

595 Howe Street, 10th Floor Vancouver, BC V6C 2T5

Attention:	Brian Lindsay
Email:	[email protected]

and in the case of notice to the Agents, to the Lead Agents at:

Paradigm Capital Inc.

95 Wellington Street West, Suite 2101 Toronto, ON M5J 2N7

Attention: Andrew Partington Email: [e-mail address redacted]

and to:

Scotia Capital Inc. 40 King St. West, 62nd Floor

Toronto, ON M5W 2X6

Attention: Jason Menard Email: [e-mail address redacted]

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

Bennett Jones LLP

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

Attention:	Sander Grieve
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 one hour after being emailed and receipt confirmed during normal business hours, as the case may be. Any party may, at any time, give notice in writing to the others in the manner provided for above of any change of address or e-mail.

16. Time of the Essence

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

17. Further Assurances

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

18. Assignment

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

19. Counterpart Provision

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

20. Entire Agreement

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

21. Governing Law

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

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

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

23. Electronic Delivery

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

24. Acceptance

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

[REMAINDER OF PAGE HAS BEEN LEFT BLANK INTENTIONALLY]

Yours very truly,

PARADIGM CAPITAL INC.

Per: _(signed) "Andrew Partington" _______ Authorized Signing Officer

SCOTIA CAPITAL INC.

Per: _(signed) "Jason Menard"____________ Authorized Signing Officer

ECHELON WEALTH PARTNERS INC.

Per: _(signed) "Jason Yeung" _____________ Authorized Signing Officer

EIGHT CAPITAL

Per: _(signed) "Stephen Delaney" __________ Authorized Signing Officer

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

NORZINC LTD.

Per: _(signed) "Peter Portka"____ Authorized Signing Officer

SCHEDULE "A"

COMPLIANCE WITH UNITED STATES SECURITIES LAWS

Capitalized terms used herein but not defined herein shall have the meanings ascribed thereto in the Agency Agreement to which this Schedule "A" is annexed.

The following terms shall have the meanings indicated:

(a) "Directed Selling Efforts" means "directed selling efforts" as that term is defined in Rule 902(c) of Regulation S;
(b) "Foreign Issuer" means "foreign issuer" as defined in Rule 902(e) of Regulation S;
(c) "General Solicitation" and "General Advertising" means "general solicitation" and "general advertising", as those terms are used under Rule 502(c) of Regulation D. Without limiting the foregoing, but for greater clarity, general solicitation or general advertising includes, but is not limited to, any advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, or on the internet, or broadcast over radio, television or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;
(d) "Offshore Transaction" means an "offshore transaction" as that term is defined in Rule 902(h) of Regulation S; and
(e) "Substantial U.S. Market Interest" means substantial U.S. market interest as that term is defined in Rule 902(j) of Regulation S.

Representations, Warranties and Covenants of the Agents

The Agents acknowledge that the Units have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Units may not be offered or sold within the United States or to or for the account or benefit of a U.S. Person or a person in the United States, except in accordance with an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.

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

1. It has not offered or sold, and will not offer or sell, at any time any Units except (a) in Offshore Transactions to non-U.S. Persons in compliance with Rule 903 of Regulation S, or (b) in the case of the Agents and its U.S. Affiliate, to persons in the United States or to, or for the account or benefit of, U.S. Persons as provided herein. Accordingly, none of the Agents, their affiliates (including in the U.S. Affiliates) or any person acting on any of their behalf, has made or will make (except as permitted herein): (i) any offer to sell, or any solicitation of an offer to buy, any Units to any U.S. Person or a person in the United States or to or for the account of a U.S. Person or a person in the United States, (ii) any sale of Units to any Purchaser unless, at the time the buy order was or will have been originated, the Purchaser was outside the United States and not acting to or for the account or benefit of a U.S. Person or a person in the United States or the Agent, its affiliates (including the U.S. Affiliate) or any person acting on any of their behalf, reasonably believed that such Purchaser was outside the United States and not acting to or for the account or benefit of a U.S. Person or a person in the United States, or (iii) any Directed Selling Efforts in the United States.
1. It has not entered and will not enter into any contractual arrangement with respect to the offer and sale

of the Units except with its U.S. Affiliate, any Selling Firm or with the prior written consent of the Company. Each Agent shall require its U.S. Affiliate, if applicable, to agree, and each Selling Firm to agree, for the benefit of the Company, to comply with, and shall use its commercially reasonable efforts to ensure that its U.S. Affiliate and each Selling Firm complies with, the same provisions of this Schedule "A" as apply to the Agents as ifsuch provisions applied to such U.S. Affiliate and such Selling Firm.

1. The Agent represents and warrants that all offers and sales of Units that have been or will be made by it in the United States or to, or for the account or benefit of, U.S. Persons or a person in the United States, have been or will be made either directly by such Agent or through its U.S. Affiliate, if applicable, and in compliance with all applicable United States federal and state broker-dealer requirements. The Agent or its U.S. Affiliate, as applicable, is duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and under the securities laws of each state in which such offers and sales were or will be made (unless exempted from the respective state's broker-dealer registration requirements), and a member in good standing with the Financial Industry Regulatory Authority, Inc.
1. None of it, its affiliates (including its U.S. Affiliate), or any person acting on any of their behalf has utilized, and none of such persons will utilize, any form of General Solicitation or General Advertising in connection with the offer and sale of the Units in the United States or to or for the account or benefit of a U.S. Person or a person in the United States, or has offered or will offer any Units in any manner involving a public offering in the United States within the meaning of Section 4(a)(2) of the U.S. Securities Act.
1. Immediately prior to soliciting U.S. Purchasers, the Agent, its affiliates (including its U.S. Affiliate), and any person acting on its or their behalf had a pre-existing relationship prior to such solicitation and reasonable grounds to believe and did believe that each potential Purchaser was a U.S. Accredited Investor and/or a QIB, and at the time of completion of each sale in the United States or to, or for the account or benefit of, a U.S. Person or a person in the United States, the Agent, its affiliates (including its U.S. Affiliate), and any person acting on its or their behalf will have reasonable grounds to believe and will believe, that each Purchaser designated by such Agent or its U.S. Affiliate to purchase Units from the Company is a U.S. Accredited Investor and/or QIB. Any sales of Units in the United States or to or for the account or benefit of a U.S. Person or a person in the United States made to U.S. Accredited Investors and/or QIBs will be made directly by the Company to such U.S. Accredited Investors or such QIBs, and the Agent and its U.S. Affiliate, as applicable, shall act in the capacity as placement agent for such sales.
1. All U.S. Purchasers solicited by it shall be informed that the Units have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States and that the Units are being offered and sold to such U.S. Purchasers in reliance on the exemptions from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and similar exemptions under applicable state securities laws and that the Unit Shares, Warrants and Warrant Shares are (and will be, when issued) "restricted securities" within the meaning of Rule 144 under the U.S. Securities Act.
1. It agrees to deliver, through the U.S. Affiliate, if applicable, to each U.S. Person, person in the United States and person acting for the account or benefit of a U.S. Person, to whom it offers to sell or from whom it solicits any offer to buy the Units the U.S. Private Placement Memorandum, including the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and/or the Final Prospectus, as applicable. No other written material will be used in connection with the offer or sale of the Units in the United States or to or for the account or benefit of a U.S. Person or a person in the United States.
1. Prior to completion of any sale of Units in the United States or to or for the account or benefit of a U.S. Person or a person in the United States, each such Purchaser thereof that is purchasing the Units will be required to provide to the Agent, or its U.S. Affiliate offering and selling the Units in the United States or to or for the account or benefit of a U.S. Person or a person in the United States, if applicable, in the case of a QIB, a Qualified Institutional Buyer Letter in the form attached to the U.S. Private Placement Memorandum as Exhibit I and, in the case of a U.S. Accredited Investor, a U.S. Subscription Agreement, including the Accredited Investor Status Certificate attached thereto, in the form attached to the U.S. Private Placement Memorandum as Exhibit II, and shall provide the Company with copies of all such completed and executed exhibits and schedules for acceptance by the Company.
1. At least two Business Days prior to the Closing Date, the Agent and its U.S. Affiliate will provide the Company (i) a list of all purchasers of the Units in the United States or who are, or are purchasing for the account or benefit of, U.S. Persons and all purchasers of Units who were offered Units in the United States and (ii) all executed Qualified Institutional Buyer Letters, in the form attached as Exhibit I to the U.S. Private Placement Memorandum, and U.S. Subscription Agreements, including the Accredited Investor Status Certificate attached thereto, in the form attached as Exhibit II to the U.S. Private Placement Memorandum.
10. At the Closing, the Agent will, together with its U.S. Affiliate, if applicable, provide a certificate, substantially in the form of Annex I to this Schedule "A", relating to the manner of the offer and sale of the Units in the United States or to or for the account or benefit of a U.S. Person or a person in the United States. Failure to deliver such a certificate shall constitute a representation by such Agent and such U.S. Affiliate, if applicable, that neither it nor anyone acting on its behalf has offered or sold Units to U.S. Purchasers.
1. As of the Closing Date, with respect to offers and sales of Units to U.S. Accredited Investors and/or QIBs pursuant to Rule 506(b) of Regulation D (the "Regulation D Securities"), the Agent represents that neither it, nor any of its general partners, managing members, directors, executive officers, other officers participating in offers and sales to U.S. Accredited Investors and/or QIBs pursuant to Rule 506(b) of Regulation D or any other person associated with or acting on behalf of the above persons (including, but not limited to, the U.S. Affiliate) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of the Regulation D Securities (each, an "Agent Covered Person" and, together, the "Agent Covered Persons"), is subject to any of the "Bad Actor" disqualifications described in Rule 506(d)(1)(i) to (viii) of Regulation D (a "Disqualification Event") except for a Disqualification Event (i) contemplated by Rule 506(d)(2) of Regulation D and (ii) a description of which has been furnished in writing to the Company prior to the date thereof.
1. As of the Closing Date, the Agent represents that it is not aware of any person (other than any Agent Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of U.S. Purchasers of Regulation D Securities.
1. The Agent will notify the Company in writing, prior to the Closing Date (i) any Disqualification Event relating to any Agent Covered Person not previously disclosed to the Company and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Agent Covered Person.
1. None of it, any of its affiliates (including, the U.S. Affiliate) or any person acting on any of their behalf has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Units.

Representations, Warranties and Covenants of the Company

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

1. The Company is, and at the Closing Date will be, a Foreign Issuer with no Substantial U.S. Market Interest in its Common Shares or the Warrants.
1. The Company is not, and following the application of the proceeds from the sale of the Units will not be, registered or required to be registered as an "investment company" under the United States Investment Company Act of 1940, as amended.
1. Except with respect to sales to U.S. Accredited Investors and/or QIBs solicited by the Agents or their U.S. Affiliates, if applicable, in reliance upon the exemptions from registration available under Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act, none of the Company, its affiliates, or any person acting on any of their behalf (other than the Agents, the U.S. Affiliates, their respective affiliates or any person acting on any of their behalf, in respect of which no representation, warranty, covenant or agreement is made), has made or will make: (a) any offer to sell, or any solicitation of an offer to buy, any Units to a person in the United States or to, or for the account or benefit of, a U.S. Person or a person in the United States; or (b) any sale of Units unless, at the time the buy order was or will have been originated, (i) the Purchaser is not a U.S. Person, is outside the United States and is not acting for the account or benefit of a U.S. Person or a person in the United States or (ii) the Company, its affiliates, and any person acting on any of their behalf reasonably believe that the Purchaser is not a U.S. Person, outside the United States and not acting for the account or benefit of a U.S. Person or a person in the United States.
1. During the period in which the Units are offered for sale, none of the Company, its affiliates, or any person acting on any of their behalf (other than the Agents, the U.S. Affiliates, their respective affiliates or any person acting on their behalf, in respect of which no representation, warranty, covenant or agreement is made) has engaged in or will engage in any Directed Selling Efforts or has taken or will take any action that would cause the exemptions from registration afforded by Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act or Rule 903 of Regulation S, as applicable, to be unavailable for offers and sales of the Units in accordance with the Agency Agreement, including this Schedule "A".
1. None of the Company, its affiliates or any person acting on any of their behalf (other than the Agents, the U.S. Affiliates, their respective affiliates or any person acting on their behalf, in respect of which no representation, warranty, covenant or agreement is made) has offered or will offer to sell, or has solicited or will solicit offers to buy, the Units in the United States or to or for the account or benefit of a U.S. Person or a person in the United States by means of any form of General Solicitation or General Advertising or has taken or will take any action that would constitute a public offering of the Units in the United States within the meaning of Section 4(a)(2) of the U.S. Securities Act.
1. None of the Company or any of its affiliates or any persons acting on any of their behalf (other than the Agents, the U.S. Affiliates, their respective affiliates, or any person acting on any of their behalf, in respect of which no representation, warranty, covenant or agreement is made) has offered or sold, or will offer or sell, (i) any of the Units in the United States or to or for the account or benefit of a U.S. Person or a person in the United States, except for offers and sales made through the Agents and the U.S. Affiliates, if applicable, in reliance on the exemptions from registration under the U.S. Securities Act provided by Rule 506(b) of Regulation D and/or Section 4(a)(2) under the U.S. Securities Act; or (ii) any of the Units outside the United States in Offshore Transactions in accordance with Rule 903 of Regulation S.
1. Since the date that is six months prior to start of the offering of the Units, (i) it has not sold, offered for sale or solicited any offer to buy, and it will not sell, offer for sale or solicit any offer to buy, any of its

securities in a manner that would be integrated with the offer and sale of the Units and would cause the exemptions from registration provided by Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act, and similar exemptions under applicable state securities laws, to become unavailable with respect to the offer and sale of the Units, and (ii) neither it nor any person acting on its behalf has engaged or will engage in any General Solicitation or General Advertising in connection with any offer or sale of its securities in reliance upon Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act or otherwise in a manner that would be integrated with the offer and sale of the Units and would cause the exemptions from registration provided by Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act, and similar exemptions under applicable state securities laws, to become unavailable with respect to the offer and sale of the Units.

1. The Company will, within the prescribed time periods after the first sale of the Units in the United States or to, or for the account or benefit of, U.S. Persons or a person in the United States, prepare and file any forms or notices required under the U.S. Securities Act or any state securities laws in connection with the sale of the Units, including but not limited to filing a Notice of Sales on Form D as required by Rule 503 of Regulation D with the SEC in connection with any sales of Regulation D Securities.
1. Neither the Company nor any of its predecessors or affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminary or permanently enjoining such person for failure to comply with Rule 503 of Regulation D.
1. None of the Company, any of its affiliates or any person acting on any of their behalf (other than the Agents, the U.S. Affiliates, their respective affiliates, or any person acting on their behalf, in respect of which no representation, warranty, covenant or agreement is made) has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Units.
1. None of the Company or any of its predecessors or subsidiaries has had the registration of a class of securities under the U.S. Exchange Act revoked by the SEC pursuant to Section 12(j) of the U.S. Exchange Act and any rules or regulations promulgated under the U.S. Exchange Act.
1. As of the Closing Date, with respect to offers and sales of Regulation D Securities, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Offering, any beneficial owner of 20% or more of the Company's outstanding voting equity securities, calculated on the basis of voting power, or any promoter (as that term is defined in Rule 405 under the U.S. Securities Act) connected with the Company in any capacity at the time of sale (other than any Agent Covered Person, as to whom no representation or warranty is made) (each, an "Issuer Covered Person" and, together, the "Issuer Covered Persons") is subject to a Disqualification Event, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) of Regulation D. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) of Regulation D, and has furnished to the Agent a copy of any disclosures provided thereunder.
1. As of the Closing Date, the Company is not aware of any person (other than any Agent Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of U.S. Purchasers.
1. The Company will notify the Agents in writing, prior to the Closing Date, of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person.

General

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

ANNEX I TO SCHEDULE "A"

AGENTS' CERTIFICATE

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

(a) the Units have been offered and sold by us in the United States or to or for the account or benefit of a U.S. Person or a person in the United States only by the U.S. Affiliate which was on the dates of such offers and sales, and is on the date hereof, duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act, and under the securities laws of each state in which such offers and sales were made (unless exempted from the respective state's broker-dealer registration requirements) and was and is a member in good standing with the Financial Industry Regulatory Authority, Inc.;
(b) immediately prior to transmitting the U.S. Private Placement Memorandum to offerees in the United States or to or for the account or benefit of a U.S. Person or a person in the United States, we had reasonable grounds to believe and did believe that each such person was a U.S. Accredited Investor and/or QIB, and we continue to believe that each U.S. Purchaser of Units that we have arranged is a U.S. Accredited Investor and/or QIB on the date hereof;
(c) all offers and sales of the Units by us in the United States or to or for the account or benefit of a U.S. Person or a person in the United States have been effected in accordance with all applicable United States federal and state broker-dealer requirements;
(d) no form of General Solicitation or General Advertising was used by us in connection with the offer and sale of the Units in the United States;
(e) each purchaser of Units in the United States or who are, or are purchasing for the account or benefit of, a U.S. Person or person in the United States that was offered Units in the United States was provided with a copy of the U.S. Private Placement Memorandum, and no other written material was used in connection with the offer or sale of the Units in the United States or to, or for the account or benefit of, U.S. Persons or person in the United States;
(f) prior to any sale of Units to a U.S. Person or a person in the United States or to or for the account or benefit of a U.S. Person or a person in the United States, we caused such person to execute, in the case of a QIB, a Qualified Institutional Buyer Letter in the form attached to the U.S. Private Placement Memorandum as Exhibit I and, in the case of a U.S. Accredited Investor, a U.S. Subscription Agreement, including the Accredited Investor Status Certificate attached thereto, in the form attached to the U.S. Private Placement Memorandum as Exhibit II;
(g) neither we, nor our affiliates or any person acting on any of our behalf have taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Units; and
(h) the offering of the Units has been conducted by us in accordance with the terms of the Agency Agreement, including Schedule "A" attached thereto.

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

DATED as of this	day of	, 2021.
------------------	--------	---------

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

Name: Title:

By: By: