NANO ONE MATERIALS CORP.
$15,000,000
EQUITY DISTRIBUTION AGREEMENT

September 5, 2025

Canaccord Genuity Corp.
40 Temperance St., Suite 2100
Toronto, ON M5H 0B4

Roth Canada, Inc.
130 King Street West, Suite 1921
Toronto, ON M5X 2A2

Nano One Materials Corp. (the "Company") confirms its agreement (this "Agreement") with Canaccord Genuity Corp. and Roth Canada, Inc. (each an "Agent" and together, the "Agents") to issue and sell Common Shares upon and subject to the terms and conditions contained herein. Capitalized terms used herein have the meanings given to them in Section 20 thereof.

Issuance and Sale of Common Shares

(a) The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Designated Agent (as defined below), Common Shares having an aggregate sales price of up to $15,000,000 (the "Offering"). The Common Shares will be sold on the terms set forth herein at such times and in such amounts as the Company and the Designated Agent shall agree from time to time. The issuance and sale of the Common Shares through the Designated Agent will be effected pursuant to the Prospectus filed by the Company.

(b) Nothing contained herein shall otherwise prohibit or restrict the Company from issuing securities or raising money in any manner other than through the Offering. For clarity, nothing set forth in this Agreement shall be construed as a right of first refusal or similar right (or granting of any such right) to any Agent to (i) act as the Designated Agent for any Placement, or (ii) participate as an agent, underwriter, broker, advisor or otherwise in any future financing of the Company.

Placements

(a) Designated Agent. Each time that the Company wishes to issue and sell Common Shares hereunder (each, a "Placement"), an Authorized Representative of the Company shall deliver a notice (a "Placement Notice") to the Agent named in the Placement Notice that the Company has selected, in the Company's sole discretion, to act as its agent in respect of such Placement (the "Designated Agent") by e-mail notice (or such other method mutually agreed to in writing by the Company and the Designated Agent).

(b) Placement Notices. Each Placement Notice will:

(i) contain the parameters within which the Company desires to sell Placement Shares, which shall at a minimum include (A) the maximum number of Common Shares to be sold under the applicable Placement pursuant to this Agreement (the "Placement Shares"), (B) the aggregate sales price of Placement Shares remaining qualified for distribution under the Prospectus, (C) the time period during which sales are requested to be made, (D) any limitation on the number of Placement Shares that may be sold in any one Trading Day and (E) any minimum price below which sales may not be made;

(ii) be effective upon receipt by an Authorized Representative of the Designated Agent unless and until the earlier of:

(A) the Designated Agent advising the Company that it declines to accept the terms contained in the Placement Notice for any reason, in its sole discretion;

(B) the entire amount of the Placement Shares having been sold and all such sales having settled in accordance with this Agreement;

(D) the Company delivering a subsequent Placement Notice to the Designated Agent with parameters that expressly supersede those contained in the earlier Placement Notice; or

(E) this Agreement being terminated as between the Company and the Designated Agent pursuant to Section 12.

(c) Acceptance of Placement Notices. On receiving a Placement Notice, an Authorized Representative of the Designated Agent shall promptly either:

(i) notify the Company that the Designated Agent declines to accept the Placement Notice pursuant to Section 2(b)(ii)(A); or

(ii) acknowledge receipt thereof by e-mail to the Authorized Representatives of the Company.

(d) Placement Fee. The amount of compensation to be paid by the Company to the Designated Agent with respect to each Placement shall, in aggregate, be equal to 3.0% of the gross proceeds from any sale of Placement Shares pursuant to such Placement (the "Placement Fee"), which amount shall be paid in the same currency as the gross proceeds from the sale of the Placement Shares to which it pertains.

(e) No Obligation. It is expressly acknowledged and agreed that neither the Company nor any Designated Agent will have any obligation whatsoever with respect to a Placement (other than the obligation of the Designated Agent to respond pursuant to Section 2(c)) or any Placement Shares unless and until an Authorized Representative of the Designated Agent receives a Placement Notice and the

Designated Agent acknowledges receipt of a Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. Except as otherwise set forth in this Agreement, an Agent shall have no obligation with respect to a Placement for which it is not the Designated Agent, and the Company shall have no obligation to such Agent with respect to such Placement. It is also expressly acknowledged that the Agents will be under no obligation to purchase Placement Shares on a principal basis. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will prevail.

(f) Limitations on Placements. Under no circumstances shall the Company deliver a Placement Notice if, after giving effect to the issuance of the Placement Shares requested to be issued under such Placement Notice, the aggregate sales price of the Placement Shares sold pursuant to this Agreement would exceed the aggregate sales price of Common Shares remaining qualified for distribution under the Prospectus.

3. Sale of Placement Shares by the Designated Agent

(a) Subject to the terms and conditions of this Agreement, upon a Placement Notice becoming effective and unless the sale of the Placement Shares described therein has been suspended (including during any No Trade Period) or otherwise terminated in accordance with Section 4, the Designated Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell, on behalf of the Company and as agent, such Placement Shares up to the amount specified during the time period specified in, and otherwise in accordance with the terms of, such Placement Notice.

(b) The Agents severally and not jointly covenant and the Company acknowledges that (i) the Agents will conduct the sale of Placement Shares in compliance with applicable Laws including, without limitation, all applicable Securities Laws and, if applicable, the rules of the TSX or other Canadian Marketplace and that such compliance may include a delay in commencement of sales efforts after receipt of a Placement Notice, and (ii) neither the Agents nor any of their respective affiliates or any Person acting on their behalf will engage in any form of general solicitation or general advertising in the United States (each within the meaning under Regulation D under the United States federal securities laws).

(c) The Designated Agent will provide written confirmation by e-mail (or such other method mutually agreed to in writing by the Company and the Designated Agent) to the Authorized Representatives of the Company no later than the opening of the Trading Day immediately following the Trading Day on which it has made sales of Placement Shares on the TSX, any other Canadian Marketplace and pursuant to any other sales method used by the Designated Agent pursuant to Section 3(d), setting forth the following information:

(i) the number of Placement Shares sold on such day;

(ii) the price at which the Placement Shares were sold on such day;

(iii) the aggregate gross proceeds from the sale of Placement Shares on such day;
(iv) the total Placement Fee payable by the Company to the Agents with respect to such sales; and
(v) the Net Proceeds payable to the Company.

Each Agent severally (and not jointly or jointly and severally) agrees to assist the Company with such periodic reporting as may be reasonably requested by the Company in respect of the sales of Placement Shares for which it is the Designated Agent.

(d) After consultation with the Company and subject to the terms and conditions of the Placement Notice, the Designated Agent may sell Placement Shares by any method permitted by applicable Laws (including Securities Laws) that constitutes an ATM Distribution, including, without limitation, sales made directly on the TSX or on any other Canadian Marketplace.
(e) Each of the Agents hereby covenants and agrees that, during the time it is the Designated Agent in respect of a Placement Notice that is effective, it will prudently and actively monitor the market's reaction to trades made on any Canadian Marketplace pursuant to this Agreement in order to evaluate the likely market impact of future trades, and that, if the Designated Agent has concerns as to whether a particular sale contemplated by a Placement Notice may have a significant effect on the market price of the Common Shares, the Designated Agent will immediately recommend to the Company against effecting the trade at that time or on the terms proposed. Notwithstanding the foregoing, the Company acknowledges and agrees that the Agents cannot provide complete assurances that any sale will not have a significant effect on the market price of the Common Shares.
(f) The Agents severally and not jointly covenant that the Agents will not (nor will any affiliate thereof or person or company acting jointly or in concert therewith) over-allot Placement Shares in connection with the distribution of Placement Shares in an ATM Distribution or effect any other transactions that are intended to stabilize or maintain the market price of the Placement Shares in connection with such distribution.
(g) Notwithstanding anything to the contrary set forth in this Agreement or a Placement Notice, the Company acknowledges and agrees that (i) there can be no assurance that the Agents will be successful in selling any Placement Shares or as to the price at which any Placement Shares are sold, if at all, and (ii) no Agent will incur any liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by such Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell, on behalf of the Company and as agent, such Placement Shares in compliance with applicable Laws including, without limitation, all applicable Securities Laws and, if applicable, the rules of the TSX or other Canadian Marketplace as provided under this Section 3.

(h) If the terms of any Placement as set forth in a Placement Notice contemplate that the Placement Shares shall be sold on more than one Trading Day, then the Company and the Designated Agent shall mutually agree to such additional terms and conditions as they deem necessary in respect of such multiple Trading Days, and such additional terms and conditions shall be binding to the same extent as any other terms contained in the relevant Placement Notice.

4. Suspension of Sales

(a) At any time while a Placement Notice is effective, the Company or the Designated Agent may, and upon commencement of a No Trade Period the Company shall, by notice to the other party in accordance with Section 4(b), temporarily or indefinitely suspend any sale or further sales of Placement Shares for which it has delivered or received, as applicable, a Placement Notice; provided, however, that such suspension shall not affect or impair any party's obligations with respect to any Placement Shares sold hereunder prior to the receipt of such notice of suspension.

(b) The Company and the Agents, severally and not jointly, agree that any suspension or termination notice delivered pursuant to Section 4(a) shall:

(i) be given by an Authorized Representative of the notifying party to one of the other party's Authorized Representatives by telephone (confirmed immediately by e-mail) or by e-mail notice (or other such method mutually agreed to in writing by the Company and the Designated Agent); and

(ii) be effective immediately following the procedure in Section 4(b)(i)4(b)(i), unless otherwise specified therein;

(iii) set out the duration of such suspension, provide that such suspension is indefinite until further notice is provided by the notifying party, or provide that the Placement Notice is terminated and of no further effect.

(c) For greater certainty, a Placement Notice may specify a period or periods (including No Trade Periods) during which Placement Shares may not be sold, and in such case, the sale of Placement Shares under such Placement Notice shall be suspended during any such periods identified, and the Placement Notice itself shall constitute notice of the suspension(s) contemplated in Section 4(a).

(d) Any notice of suspension provided pursuant to Section 4(a), including the reason for such notice of suspension, including pursuant to Section 8(f) will be kept strictly confidential by the receiving party and their respective affiliates and any Person acting on their behalf, unless: (i) such information is or becomes generally available to the public other than as a result of a disclosure by the Company or the Designated Agent in violation of this Agreement; (ii) the disclosure of such information is expressly permitted, in writing, by the party giving the notice pursuant to Section 4(a); or (iii) the disclosure of such information is required by applicable laws (including Securities Laws) or by order of a Governmental Authority.

Settlement

(a) Settlement of Placement Shares. Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement Shares will occur on the first (1st) Trading Day on the applicable stock exchange on which the Placement Shares were sold or such earlier day as is agreed by the Company and the Designated Agent to be industry practice for regular-way trading) following the date on which such sales are made (each, a "Settlement Date"). The amount of proceeds to be delivered to the Company on a Settlement Date, payable against the receipt of the Placement Shares sold, will be equal to the aggregate sales price at which such Placement Shares were sold, after deduction for the Placement Fee for such sales payable by the Company to the Designated Agent (the "Net Proceeds").

(b) Delivery of Common Shares. On each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting the Designated Agent's account or its designee's account (provided that the Designated Agent shall have given the Company written notice of any designee and of the applicable CDSX system deposit identification number for the Placement Shares at least one Trading Day prior to the Settlement Date, as applicable) at CDS Clearing and Depository Services Inc. through its CDSX system or by such other means of delivery as may be mutually agreed upon by the Company and the Designated Agent. On each Settlement Date, the Placement Shares sold through the Designated Agent shall be issued and delivered by the Company to the Designated Agent against payment by the Designated Agent to the Company of the Net Proceeds from the sale of such Placement Shares, which Placement Shares shall in all cases be freely tradeable, transferable, registered Common Shares in good deliverable form. If the Company defaults on its obligation to deliver Placement Shares on a Settlement Date, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10 hereto, it will (i) hold the Designated Agent harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company and (ii) pay to the Designated Agent any Placement Fee to which the Agents would otherwise have been entitled absent such default; provided, however, that without limiting Section 10 herein, with respect to (ii) above, the Company shall not be obligated to pay the Agents any Placement Fee on any Placement Shares that it is not possible to settle due to: (A) a suspension or material limitation in trading in securities generally on the TSX or other Canadian Marketplace; (B) a material disruption in securities settlement or clearance services in Canada; or (C) a material failure by the Designated Agent to comply with its obligations under the terms of this Agreement.

(c) The Designated Agent covenants and agrees to copy or otherwise include the Company on all correspondence between the Designated Agent and the transfer agent of the Company for the Common Shares in connection with or relating to the settlement (electronic or otherwise) of any sale of Placement Shares hereunder, and further, shall be responsible for taking all actions required to be taken by it within the applicable time periods to ensure that all sales of Placement Shares hereunder are settled without default in accordance with existing industry practice for regular-way trading.

Prospectuses

The Company has prepared and filed with the Qualifying Authorities in the Qualifying Jurisdictions the Preliminary Base Prospectus and the Base Prospectus in respect of an aggregate of up to $175,000,000 in Common Shares, debt securities, subscription receipts, convertible securities, warrants and units of the Company (collectively, the "Shelf Securities"), in each case in accordance with Securities Laws. The BCSC is the principal regulator of the Company under the passport system procedures provided for under Multilateral Instrument 11-102 – Passport System and National Policy 11-202 – Process for Prospectus Reviews in Multiple Jurisdictions (collectively, the "Passport System") in respect of the Shelf Securities and the Offering. The BCSC has issued a receipt evidencing that a receipt has been issued on behalf of itself and the other Qualifying Authorities for the Base Prospectus. The term "Base Prospectus" means the (final) short form base shelf prospectus dated April 26, 2024 relating to the Shelf Securities, as the same may be amended or amended and restated from time to time, and includes all documents incorporated therein by reference and the documents otherwise deemed to be a part thereof or included therein pursuant to Securities Laws, including but not limited to, all Designated News Releases. As used herein, a "Designated News Release" means a news release disseminated by the Company in respect of previously undisclosed information that, in the Company's determination, constitutes a "material fact" (as such term is defined under Securities Laws) and identified by the Company as a "designated news release" in writing on the face page of the version of such news release that is filed by the Company on SEDAR+. As used herein, "Prospectus Supplement" means the most recent prospectus supplement (including any amendment thereto) to the Base Prospectus relating to the Placement Shares, to be filed by the Company with the Qualifying Authorities in accordance with Securities Laws. The Prospectus Supplement shall provide that any and all Designated News Releases shall be deemed to be incorporated by reference in the Prospectus.

Any reference herein to the Base Prospectus, the Prospectus Supplement or the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, including but not limited to, all Designated News Releases, and any reference herein to the terms "amend", "amendment" or "supplement" with respect to the Base Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include the filing or delivering of any document with or to the Qualifying Authorities, as applicable, on or after the date of the Base Prospectus, the Prospectus Supplement or the Prospectus, as the case may be, and deemed to be incorporated by reference therein, including but not limited to, all Designated News Releases. For purposes of this Agreement, all references to the Base Prospectus, the Prospectus Supplement and the Prospectus or any amendment or supplement thereto shall be deemed to include any copy filed with any Qualifying Jurisdiction on SEDAR+.

All references in this Agreement to financial statements and other information which is "described", "contained", "included" or "stated" in the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and other information which is incorporated by reference in or otherwise deemed by Securities Laws to be a part of or included in the Prospectus, including but not limited to, all Designated News Releases.

Representations and Warranties of the Company

The Company represents and warrants to the Agents, and acknowledges that each Agent is relying upon such representations and warranties, that:

(a) the Company is a corporation organized and validly existing under the laws of the Province of British Columbia and has all necessary corporate power and authority (i) to own, lease and operate its properties and assets; (ii) to carry on the Business as it is currently conducted and proposed to be conducted; (iii) to enter into and perform its obligations under this Agreement, and any other material agreement to which it is a party; (iv) to issue and deliver the Placement Shares in accordance with the provisions of this Agreement.

(b) the Company is not in default of its corporate filings, and, to the knowledge of the Company, no steps or proceedings have been taken by any Person, voluntary or otherwise, requiring or authorizing its dissolution or winding-up;

(c) the Company is the sole shareholder of Nano One Materials Québec Inc., which is the sole shareholder of Nano One Materials Candiac Inc.;

(d) the ownership structure of the Company is as set out in the Prospectus, and, other than as disclosed in the Prospectus all securities of the Company Entities (excluding the Common Shares) are held by their respect holders free and clear of all liens, charges, encumbrances and any other rights of others;

(e) the Company does not have material investment or proposed investment in any Person;

(f) the corporate records and minute books of the Company Entities are complete and accurate in all material respects and contain the minutes of all meetings and all resolutions of directors and shareholders of the Company Entities (subject to ordinary course updating to be completed both before and after the Applicable Time);

(g) all written information which has been prepared by the Company relating to the Company and its Subsidiary and their business, properties and liabilities and either publicly disclosed or provided or made available to the Agents and their representatives, including the Prospectus and all financial, marketing, sales and operational information provided or made available to the Agents, is as of the date hereof true and correct in all material respects taken as a whole and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances under which they were made;

(h) the authorized capital of the Company consists of an unlimited number of Common Shares of which 111,496,151 Common Shares are issued and outstanding as of the date hereof, all of which shares are fully paid and non-assessable;

(i) other than pursuant to the provisions of this Agreement or as set forth in this Section 7(i), or as otherwise disclosed to the Agents in writing, as of the date of this Agreement, no Person, firm, corporation or other entity holds any securities convertible or exchangeable into securities of any of the Company Entities or now has any agreement, warrant, option, right or privilege (whether pre-emptive or contractual) being or capable of becoming an agreement, option or right for the purchase, subscription or issuance of any unissued shares, securities (including convertible securities) or warrants of the Company other than (i) outstanding stock

options issued to directors, officers, employees and key consultants of the Company under the Company's equity incentive plan exercisable into 4,263,528 Common Shares; (ii) restricted share units and deferred share units exercisable into 3,449,203 Common Shares and (iii) performance share units exercisable into 1,754,470 Common Shares;

(j) to the knowledge of the Company, there are no shareholders' agreements, voting trusts, proxy or other agreements governing the rights of shareholders of the Company. Except as otherwise disclosed to the Agents in writing, the holders of the outstanding Common Shares of the Company are not entitled to pre-emptive or other rights to subscribe for the Common Shares, including after exercise or conversion of any security or right to acquire any security;

(k) the Company has conducted and is conducting its Business in compliance in all material respects with all applicable laws of each jurisdiction in which its Business is carried on and is duly licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its Business to be carried on as it is now conducted and its property and assets to be owned, leased or operated, and the Company has all licenses, registrations, qualifications, permits, consents and authorizations necessary for the conduct of its Business as currently conducted and as proposed to be conducted and all such licenses, registrations, qualifications, permits, consents and authorizations are valid and subsisting and in good standing in all material respects;

(l) any Common Shares issued by the Company hereunder do not and will not result in a material breach of, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a material breach of, and do not and will not conflict with: (i) any statute, rule or regulation applicable to the Company including, without limitation, applicable Securities Laws and the policies, rules and regulations of the TSX; (ii) any of the terms, conditions or provisions of the constating documents or resolutions of the Company; (iii) any material contract to which the Company is a party or by which the Company or is or will be contractually bound as of the Applicable Time or (iv) any judgment, decree or order binding on the Company or any of its properties or assets;

(m) other than as may be required by Securities Laws and the rules and the by-laws of the TSX or any other Canadian Marketplace, as applicable, no consent, approval, authorization, order, registration or qualification of or with any Governmental Authority is required for the creation, issue or sale of the Placement Shares as contemplated by this Agreement;

(n) all material contracts and funding commitments to which the Company is a party are in good standing and in full force and effect and no material default or breach exists in respect of any of them on the part of any of the parties to them and, to the knowledge of the Company, no event has occurred which, after the giving of notice or the lapse of time or both would constitute such a default or breach or the cessation of the funding described in such funding commitments; the foregoing includes all the presently outstanding material contracts entered into by the Company in the course of carrying out their operations and all operations related thereto;

(o) there has not been any undisclosed material change in the consolidated assets, liabilities or obligations (absolute, contingent or otherwise) of the Company from the position set forth in the financial statements and there has not been any adverse material change in the business, operations, capital or condition (financial or otherwise) or results of the operations of the Company since and except as publicly disclosed, there have been no material facts, transactions, events or occurrences relating directly to the Company which could reasonably be expected to materially adversely affect the capital, assets, liabilities (absolute, accrued, contingent or otherwise), business, operations or condition (financial or otherwise) or results of the operations of the Company;

(p) the Company has not approved, is not contemplating, has not entered into, and has no knowledge of:

(i) a change of control (by sale or transfer of shares or sale of all or substantially all of the assets or otherwise) of the Company;

(ii) a proposed or planned disposition of any securities by any insider or any shareholder who owns, directly or indirectly, 5% or more of the issued and outstanding securities of the Company; or

(iii) any written or oral agreement, option, understanding or commitment or any right or privilege capable of becoming such, for the purchase, sale, transfer or other disposition of any material property or assets or any interest therein owned directly or indirectly by the Company;

(q) no acquisitions or dispositions have been made by the Company in the three most recently completed fiscal years that are “significant acquisitions” or “significant dispositions”, and the Company is not a party to and has not approved the entering into of any contract or agreement with respect to any acquisition or disposition of material property or assets which would require disclosure under applicable Securities Laws;

(r) as at the date hereof the Company has no reason to believe that any Person intends to cease dealing with the Company on substantially the same terms as such Person presently deals with the Company, which may have or result in a Material Adverse Effect;

(s) all machinery and equipment owned or used by the Company in its Business has been properly maintained and is in working order for the purposes of ongoing operation, subject to ordinary wear and tear for comparable machinery and equipment.

(t) the Company has good title to all real, immovable, personal and movable properties owned by it, free and clear of all liens of any kind except for Permitted Liens;

(u) except as disclosed in the Prospectus, there are no actions, suits, judgements, proceedings, investigations or inquiries of any kind whatsoever outstanding, pending or to the best of the Company’s knowledge, threatened against or affecting the Company at law or in equity or before or by any Governmental

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Authority and the Company has no knowledge of any basis on which any such matter might be commenced with any reasonable likelihood of success;

(v) none of the Company, nor, to the knowledge of the Company, any of its directors, officers, agents, employees, affiliates or other person acting on behalf of the Company are aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the FCPA or the CFPOA, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any "foreign official" (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA or the CFPOA and the Company and its affiliates have conducted their businesses in compliance with the FCPA and the CFPOA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith;

(w) none of the Company, nor, any of its employees or agents, has (i) made any unlawful contribution to any candidate for non-United States office, or failed to disclose fully any such contribution in violation of law, or (ii) made any payment to any federal or state governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or permitted by the laws of the United States or any jurisdiction thereof; the operations of the Company are and have been conducted at all times in compliance with applicable financial record- keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the money laundering statutes of all other applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency (collectively, the "Money Laundering Laws") and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened;

(x) neither the Company, nor any director or officer of the Company, nor, to the knowledge of the Company, any agent, employee or representative of the Company, its affiliates or other persons associated with or acting on behalf of the Company is currently the subject or target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State and including, without limitation, the designation as a "specially designated national" or "blocked person"), the United Nations Security Council, the European Union, Her Majesty's Treasury or other relevant sanctions authority (collectively, "Sanctions"), nor is the Company located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, Sudan, Burma, North Korea, Syria, Russia, the Crimea region of Ukraine, the so-called Donetsk People's Republic, the so-called Luhansk People's Republic and any other territory or region of Ukraine currently under the asserted control of Russia, recognized by Russian, or subject to territorial claims by Russia

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(each, a "Sanctioned Country"); and the Company will not directly or indirectly use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country; or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as Agent, advisor, investor or otherwise) of Sanctions. The Company has not, for the past five years, knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country;

(y) the Company has not, directly or indirectly, declared or paid any dividend or declared or made any other distribution on any of its securities of any class, and has not directly or indirectly, redeemed, purchased or otherwise acquired any of its Common Shares or securities or agreed to do so. Other than restrictions under applicable Securities Laws, there is no restriction on or impediment to the declaration or payment of any dividend or other distribution on the shares in the constating documents of the Company or in any agreement, mortgage, note, debenture, indenture or other instrument or document to which the Company is a party;

(z) the Company does not owe any material amount to, nor has the Company made any present loans to, or borrowed any amount from or is otherwise indebted to, any officer, director, employee or security holder of the Company or any of its affiliates or any Person not dealing at "arm's-length" (as such term is defined in the Tax Act) with any of them except for usual employee reimbursements and compensation paid in the ordinary and normal course of the Business. Except for usual arrangements made in the ordinary and normal course of the Business, the Company is not a party to any material contract, agreement or understanding with any officer, director, employee or security holder of the Company or any of its affiliates or any other Person not dealing at arm's-length with the Company;

(aa) policies of insurance issued by insurers of recognized financial responsibility are maintained in respect of the operations, properties and assets, employees, directors and officers of the Company in such amounts and covering such risks as are prudent and customary in the Business. All such policies of insurance are in full force and effect and no material default exists under such policies of insurance as to the payment of premiums or otherwise under the terms of any such policy, there are no material claims by the Company under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; to the knowledge of the Company, the Company will be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its Business. The Company has not been denied any insurance coverage which it has sought or for which it has applied;

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(bb) the Company is in compliance in all respects with its timely and continuous disclosure obligations under applicable Securities Laws of the Qualifying Jurisdictions and the policies, rules and regulations of the TSX;

(cc) the financial statements of the Company: (i) are, in all material respects, consistent with the books and records of the Company; (ii) have been prepared in accordance with IFRS consistently applied throughout the periods referred to therein; and (iii) present fairly, in all material respects, the financial position (including the assets and liabilities, whether absolute, contingent or otherwise as required by IFRS) of the Company as at such dates and the results of its operations and its cash flows for the period then ended and contain and reflect adequate provisions or allowance for all reasonably anticipated liabilities, expenses and losses of the Company in accordance with IFRS and, except as disclosed in the Prospectus, there has been no change in accounting policies or practices of the Company. The Company is not aware of any fact or circumstance presently existing that would render such financial statements and financial information materially incorrect;

(dd) the Company has established and maintains "disclosure controls and procedures" and "internal control over financial report" (each as defined in NI 52-109) as required by NI 52-109, and the Company is not aware, and has not been advised by its auditors of any "material weakness" (as defined in NI 52-109) with respect to the internal control over financial reporting of the Company or any predecessor entity to the Company;

(ee) the audit committee of the Company is comprised and operates in accordance with the requirements of National Instrument 52-110 – Audit Committees of the Commissions;

(ff) the auditor of the Company is, and were during the period covered by their report, an independent public accountant as required under applicable Securities Laws and there has never been a reportable event within the meaning of NI 51-102 between the Company and the auditor;

(gg) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers' compensation payments, property taxes and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, "Taxes") due and payable or required to be collected or withheld and remitted, by the Company have been paid, collected or withheld and remitted as applicable. The Company has established on its books and records reserves that are adequate for the payment of all material Taxes not yet due and payable and there are no liens for Taxes on the assets of the Company that are material, and there are no audits pending of the tax returns of the Company (whether federal, state, provincial, local or foreign). All tax returns, declarations, remittances and filings required to be filed by the Company have been filed with all appropriate Governmental Authority 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, no examination of any tax return of the Company is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be

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payable, by the Company. There are no agreements, waivers or other arrangements with any taxation authority providing for an extension of time for any assessment or reassessment of taxes with respect to the Company;

(hh) there are no off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships of the Company with unconsolidated entities or other Persons;

(ii) the Company does not have any liabilities, obligations, indebtedness or commitments, whether accrued, absolute, contingent or otherwise, which are not disclosed or referred to in the Company's Public Record;

(jj) the Company holds the entire right, title and interest in and to all of the Owned Intellectual Property free and clear of all liens;

(kk) (i) the Company has the exclusive and unfettered right to use the Owned Intellectual Property; (ii) all patents pending and registered trademarks included in the Owned Intellectual Property have been duly registered or applications to register the same have been filed in all appropriate offices and any such applications or registrations are in good standing; (iii) as of the date hereof, the Company holds 52 patents and has 57 patent applications pending; (iv) the Company has the exclusive right to use the Licensed Intellectual Property (other than commercial off-the-shelf software licensed to the Company); (v) all licenses to third parties of Owned Intellectual Property, if any, provide non-exclusive rights to use the relevant Intellectual Property; (vi) the Company is not a party to any agreement or commitment to pay any royalty or other fee to use the Licensed Intellectual Property; (vii) the Owned Intellectual Property is valid and the rights of the Company in the Owned Intellectual Property are enforceable; (viii) all applications for registration of any Owned Intellectual Property are in good standing, stand in the name of the Company and have been filed in a materially timely manner in the appropriate offices to preserve the rights thereto and, in the case of a provisional application, the Company confirms that all right, title and interest in and to the invention(s) disclosed in such application have been assigned in writing (without any express right to revoke such assignment) to the Company, and the Company has prosecuted, and is prosecuting, such applications diligently; and (ix) all registrations of the Owned Intellectual Property are in good standing and are recorded in the name of the Company in the appropriate offices to preserve the rights thereto, and all such registrations have been filed, prosecuted and obtained in accordance with all applicable legal requirements and are currently in effect and in material compliance with all applicable legal requirements. No registration of the Owned Intellectual Property has expired, become abandoned, been cancelled or expunged, or has lapsed for failure to be renewed or maintained, except where such expiration, abandonment, cancellation, expungement or lapse would not materially impact the Company or its property or assets. The Owned Intellectual Property and the Licensed Intellectual Property is all of the Intellectual Property used in or required for the proper carrying on of the Business of the Company and the Company has not received any notice or claim (whether written, oral or otherwise) challenging its ownership or right to use of any Owned Intellectual Property or suggesting that any other Person has any claim of legal or beneficial ownership or other claim or interest with respect thereto, nor, to the knowledge of the Company, is there a reasonable basis for any claim that any

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Person other than the Company has any claim of legal or beneficial ownership or other claim or interest in any Owned Intellectual Property;

(ll) to the Company's knowledge, neither the use of the Owned Intellectual Property nor the conduct of the Business of the Company infringes or otherwise violates the Intellectual Property rights of any other Person. To the best of the Company's knowledge, no infringement, misuse or misappropriation of the Owned Intellectual Property has occurred or is occurring;

(mm) all testing, product research and development activities, including quality assurance, quality control, testing, and research and analysis activities, conducted by the Company in connection with its Business is being conducted in compliance, in all material respects, with all industry, laboratory safety, management and training standards applicable to its current and proposed Business and all such processes, procedures and practices, required in connection with such activities are in place as necessary and are being complied with, in all material respects;

(nn) the Company's use or handling of Business Data does not violate any applicable law or industry standards, including without limitation, (i) any laws relating to the collection and/or protection of Personally Identifiable Information (including without limitation the Personal Information Protection and Electronic Documents Act, and all United States federal and state privacy laws that may be applicable in the jurisdictions in which the Company operates), and (ii) binding guidance issued by a Governmental Authority that pertains to one of the laws, rules or standards outlined in clause (i) (collectively "Data Protection Laws and Standards"). The Company has provided adequate notice and obtained any necessary consents required for the collection, processing, recording, organization, storage, use, disclosure and dissemination of Business Data under and in compliance with applicable law, including without limitation, Data Protection Laws and Standards. The Company has not received any written notice that the Company is or may be in violation of any Data Protection Laws and Standards. The Company has not distributed or displayed any Business Data in breach of any contract. To the knowledge of the Company, the Company's privacy policies accurately describe the Company's use, collection, display and distribution of any Personally Identifiable Information and comply, in all material respects, with all applicable Data Protection Laws and Standards. The Company's operations of its Business has at all times been consistent with and compliant with the then-current version of the Company's privacy policies. The Company has implemented all necessary technical, physical and organizational measures and taken all commercially reasonable steps in accordance with all Data Protection Laws and Standards to secure its websites, services and Business Data from unauthorized access or unauthorized use by any Person. To the knowledge of the Company, there has been no unauthorized or illegal access, use or disclosure of any Business Data. Where applicable, the Company has made all notifications to customers or individuals or Governmental Authority required to be made by the Company by any applicable law arising out of or relating to any event of access to or acquisition of any Business Data by an unauthorized Person, including to the knowledge of the Company, third parties and employees of the Company acting outside of the scope of their authority or authorization in a manner which violates applicable law, including without limitation Data Protection Laws and Standards. The Company has not provided copies of or access to Business Data to any Person who has not

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entered into a contract with the Company to use, receive or view Business Data. Where the Company uses a third party to process Business Data, the processor has provided guarantees, warranties or covenants in relation to the processing of Personally Identifiable Information that are sufficient for the Company's compliance with all applicable Data Protection Laws and Standards and the Company's privacy policies and to the knowledge of the Company each such data processor complies with the requirements of applicable Data Protection Laws and Standards;

(oo) there has been no material security breach or other material compromise of or relating to any of the Company's information technology and computer systems, networks, hardware, software, data (including the data of their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology (collectively, "IT Systems and Data") and (i) the Company has not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any material security breach or other material compromise to their IT Systems and Data; (ii) the Company is presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or Governmental Authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification in all material respects and (iii) the Company has implemented backup and disaster recovery technology consistent with industry standards and practices;

(pp) no union has been accredited or otherwise designated to represent any employees of the Company and, to the knowledge of the Company, no accreditation request or other representation question is pending with respect to the employees of the Company and no collective agreement or collective bargaining agreement or modification thereof has expired or is in effect in any of the Company's facilities and none is currently being negotiated by the Company;

(qq) the Company has, in all material respects, satisfied all obligations under, and there are no outstanding defaults or violations with respect to, and no Taxes, penalties, or fees are owing or eligible under or in respect of, any employee benefit, incentive, pension, retirement, stock option, stock purchase, stock appreciation, health, welfare, medical, dental, disability, life insurance and similar plans, arrangements or practices relating to the current or former employees, officers or directors of the Company maintained, sponsored or funded by them, whether written or oral, funded or unfunded, insured or self-insured, registered or unregistered and all contributions or premiums required to be paid thereunder have been made in a timely fashion and any such plan or arrangement which is a funded plan or arrangement is fully funded on an ongoing and termination basis;

(rr) there has not been and there is not currently any pending labour disruption, grievance, arbitration proceeding or other conflict by any current or former employee, consultant or agent of the Company and the Company is in compliance in all material respects with all provisions of all laws and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours;

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(ss) (A) the Company, its assets and properties and the operation of the Business, have been and are, to the knowledge of the Company, in compliance in all material respects with all Environmental Laws; (B) the Company has complied in all material respects with all reporting and monitoring requirements under all Environmental Laws; and (C) the Company has never received any notice of any material non-compliance in respect of any Environmental Laws and (D) there are no material Environmental Permits necessary to conduct the Business;

(tt) without limiting the generality of the subparagraph immediately above, the Company is not aware of, nor has received any notice of, any material claim, judicial or administrative proceeding, pending, threatened against or contemplated, or which may affect, the Company or any of its properties, assets or operations thereof, relating to, or alleging any violation of any Environmental Laws, the Company is not aware of any facts which could give rise to any such claim or judicial or administrative proceeding and the Company is not aware of any investigation, evaluation, audit or review by any Governmental Authority of the Company or any of its properties, assets or operations thereof to determine whether any violation of any Environmental Laws has occurred or is occurring or whether any remedial action is needed in connection with a release of any contaminant into the environment, except for compliance investigations conducted in the normal course by any Governmental Authority;

(uu) there are no orders, rulings or directives issued, pending or, to the knowledge of the Company, threatened against the Company under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to the property or assets of the Company;

(vv) the Company is not subject to any contingent or other liability relating to the restoration or rehabilitation of land, water or any other part of the environment (except for those derived from normal production and exploration activities) or non-compliance with Environmental Laws;

(ww) the Company has never, in any material respect, been in violation of, in connection with the ownership, use, maintenance or operation of the property and assets thereof, any applicable federal, provincial, state, municipal or local laws, by-laws, regulations, orders, policies, permits having the force of law, domestic or foreign, relating to environmental, health or safety matters;

(xx) the Company has no Owned Real Property and the Company has not used the Leased Premises, or any facility which it previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Materials other than in compliance with Environmental Laws;

(yy) the Placement Shares will be qualified investments under the Tax Act and the regulations thereunder as in effect on the date hereof, for a trust governed by a registered retirement savings plan, a registered retirement income fund, a deferred profit sharing plan, a registered education savings plan, a registered disability savings plan and for a tax-free savings account each as defined in the Tax Act, subject to the specific provisions of any such plan, but would be a prohibited investment for a trust governed by a tax-free savings account if the holder has a significant interest in the Company within the meaning of the Tax Act;

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(zz) the Company is (i) a reporting issuer in good standing in each of the Qualifying Jurisdictions and has no reasonable grounds to believe that it will not continue to be a reporting issuer in good standing or that any circumstances exist which could jeopardize any such status; (ii) is, in all material respects, in compliance, including with respect to the Company's Public Record, with all applicable Securities Laws; (iii) is not in default under Securities Laws.

(aaa) the Company's Public Record, as of each document's respective filing date, does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading as of the date made; and has no current confidential material change reports;

(bbb) no order ceasing or suspending trading in securities of the Company or prohibiting the sale of securities by the Company has been issued that remains outstanding, and, to its knowledge, no proceedings for this purpose have been instituted, are pending, contemplated or threatened by any securities commission or self-regulatory organization; the Company is not in default of any material requirement of any applicable securities legislation, and the Company is entitled to avail themselves of the applicable prospectus exemptions available under such securities legislation in respect of the trades in its securities to the extent contemplated in this Agreement;

(ccc) to the knowledge of the Company, none of the Company, its officers or directors is aware of any circumstances presently existing under which liability is or could reasonably be expected to be incurred under Part 16.1 — Civil Liability for Secondary Market Disclosure of the Securities Act (British Columbia);

(ddd) the Company is eligible to file short form prospectuses pursuant to NI 44-101;

(eee) the Company is eligible to use the Shelf Procedures;

(fff) the Company has prepared and filed the Base Prospectus with the BCSC and the other Securities Commissions in accordance with the Shelf Procedures and has obtained from BCSC, as principal regulator, a receipt, in accordance with the Passport System, representing the deemed receipt of each of the Securities Commissions other than the BCSC and evidencing the receipt of the BCSC for the Base Prospectus;

(ggg) the Company shall have, prior to the Applicable Time, furnished to the Agents evidence that the Placement Shares have been conditionally approved for listing and trading on the TSX and that the Placement Shares will be posted for trading on the TSX as of the Applicable Time;

(hhh) the Common Shares are quoted, listed and posted for trading on the OTCQB and the Börse Frankfurt (Frankfurt Stock Exchange);

(iii) Computershare Trust Company of Canada is the duly appointed registrar and transfer agent of the Company with respect to the Common Shares;

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(jjj) except as disclosed in the Prospectus, none of (a) directors, officers or employees of any of the Company Entities, or (b) any affiliate or associate of any of the foregoing, has a material interest, direct or indirect, in the transactions contemplated by the Prospectus;

(kkk) the Company has not and will not provide to prospective purchasers any document or other material that would constitute an offering memorandum or future oriented financial information within the meaning of applicable Securities Laws. The Company has and will not engage in any form of general solicitation or general advertising in connection with the offer and sale of the Placement Shares, including but not limited to, causing the sale of the Placement Shares to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Placement Shares whose attendees have been invited by general solicitation or advertising;

(III) other than the Agents, there is no Person, firm or company acting or purporting to act at the request of any of the Company Entities or its affiliates or associates, who is entitled to any brokerage or agency fee in connection with the transactions contemplated by this Agreement or the Prospectus;

(mmm) the Company has provided the Agents with all information requested by the Agents in connection with the sale of the Placement Shares and such information is true and correct in all material respects and no material fact or material facts have been omitted therefrom which would make such information misleading. There is no material fact known to the Company that has not been disclosed herein, or to the Agents, or in any other agreement, document or written instrument furnished by the Company to the Agents in connection with the transactions contemplated hereby and thereby and which has resulted in or would reasonably be expected to result in a Material Adverse Effect;

(nnn) since December 31, 2024, no Company Entity has made any acquisition that would be a "significant acquisition" for the purposes of Part 8 of NI 51-102; and there are no proposed acquisitions by the Company that have progressed to the state where a reasonable person would believe that the likelihood of the Company completing the acquisition is high and would be a significant acquisition for the purposes of Part 8 of NI 51-102 if completed as of the date of the Prospectus Supplement;

(ooo) all information which has been prepared by the Company relating to the Company and its Business, properties and liabilities and made available to the Agents and all financial, marketing, sales and operational information provided to the Agents was, as of the date of such information, true and correct in all material respects, taken as a whole, and no fact or facts have been omitted therefrom which would make such information materially misleading and did not contain a misrepresentation; and

(ppp) the test results and studies conducted by the Company materially substantiate the claims of the Company regarding the efficiencies, benefits and capabilities of the Company's products and technologies, including but not limited to, the statements in such regard as set out in the Prospectus and such tests and studies were

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conducted in accordance with prudent and customary standards as would be conducted by a bona fide third party in the industry.

8. Covenants of the Company.

The Company covenants and agrees with the Agents that:

(a) Prospectus Amendments. After the date of this Agreement and until the termination of this Agreement hereunder:

(i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Base Prospectus has been filed with any Qualifying Authority where a receipt has been issued therefor, or any subsequent Prospectus Supplement has been filed (each, an "Amendment Date") and of any request by any Qualifying Authority for any amendment or supplement to the Prospectus or for additional information;

(ii) the Company will file or cause to be filed with the Qualifying Authorities within the time period prescribed by applicable Securities Law, as applicable, each amendment or supplement to the Prospectus, any document to be incorporated therein by reference, and all other material required to be filed by the Company in accordance with the Shelf Procedures and applicable Securities Laws;

(iii) the Company will submit a copy of any Amendment (other than a copy of any documents incorporated by reference therein) to the Agents in a reasonable period of time before the filing thereof and will afford the Agents and the Agents' counsel a reasonable opportunity to comment on any such proposed filing and to perform any due diligence investigations as may reasonably be required prior to such proposed filing; and

(iv) the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference in the Prospectus, provided that the Company shall not be required to deliver documents incorporated by reference into the Prospectus if such documents are accessible from SEDAR+.

(b) Notice of Stop Orders. The Company will advise the Agents, promptly after it receives notice thereof, of the issuance by the Qualifying Authorities of any stop order or of any order preventing or suspending the use of the Prospectus or other prospectus in respect of the Common Shares, of the suspension of the qualification of the Common Shares for offering or sale in the Qualifying Jurisdictions, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Qualifying Authorities for the amending or supplementing of the Prospectus or for additional information relating to the Common Shares. If there is a Placement Notice that has been issued by the Company that has not been suspended or terminated in accordance with Section 4 the Company will use its commercially reasonable efforts to prevent the issuance of any stop order or any order preventing or suspending the use of the Prospectus or other prospectus in respect of the Common Shares, the suspension of any qualification for offering or sale in

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the Qualifying Jurisdictions, and, in the event of the issuance of any such stop order or any such order preventing or suspending the use of any prospectus relating to the Common Shares or suspending any such qualification, the Company will use its commercially reasonable efforts to obtain the lifting or withdrawal of such order as soon as possible. If there is no such outstanding Placement Notice, then, if, in the Company's determination and at the Company's sole discretion, it is necessary to prevent the issuance of any stop order or have a stop order lifted, the Company will use its commercially reasonable efforts to prevent the issuance of any stop order or any order preventing or suspending the use of the Prospectus or other prospectus in respect of the Common Shares, the suspension of any qualification for offering or sale in the Qualifying Jurisdictions, and, in the event of the issuance of any such stop order or any such order preventing or suspending the use of any prospectus relating to the Common Shares or suspending any such qualification, the Company will use its commercially reasonable efforts to obtain the lifting or withdrawal of such order as soon as possible.

(c) Delivery of Prospectus; Subsequent Changes. Within the time during which the Prospectus is required to be delivered by the Agents under Securities Laws, the Company will comply in all material respects with all requirements imposed upon it by Securities Laws, as appropriate and as from time to time in force, and will file or deliver on or before their respective due dates all reports required to be filed or delivered by it with the Qualifying Authorities pursuant to Securities Laws, as appropriate. If during such period any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Prospectus to comply with Securities Laws, the Company will immediately notify the Designated Agent to suspend the offering of Placement Shares during such period in accordance with Section 4 and, if, in the Company's determination and at the Company's sole discretion, it is necessary to file an amendment or supplement to the Prospectus to comply with the Securities Laws, the Company will promptly prepare and, after complying with Section 8(a), file with the Qualifying Authorities such amendment or supplement as may be necessary to correct such statement or omission or to make the Prospectus comply with such requirements, and the Company will furnish to the Agents such number of copies of such amendment or supplement as the Agents may reasonably request. The Company shall in good faith discuss with the Agents any change in a fact or circumstances (actual, proposed or prospective) which is of such a nature that there is reasonable doubt whether notice need be given to the Agents pursuant to this Section 8(c).

(d) Delivery of Prospectus. The Company will furnish to the Agents and their counsel (at the expense of the Company) copies of the Prospectus (excluding all documents incorporated by reference therein), and all Amendments that are filed with the Qualifying Authorities during the period in which the Prospectus is required to be delivered, in each case as soon as reasonably practicable and in such quantities as the Agents may from time to time reasonably request; provided, however, the Company shall not be required to furnish any documents to the Agents that are available on SEDAR+.

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(e) Company Information. The Company will furnish to the Agents such information in its possession as is reasonably requested by the Agents and as is necessary or appropriate to fulfil their obligations as agent pursuant to this Agreement and Securities Laws.

(f) Material Non-Public Information. The Company covenants that it will not issue a Placement Notice to any Agent in accordance with Section 2 hereof during the time period during which the Company is in possession of material non-public information regarding the Company and its Subsidiaries, taken as a whole, or the Common Shares (a "No Trade Period"). At any time while a Placement Notice is effective (and not suspended), the Company will promptly notify the Designated Agent of the commencement of a No Trade Period in accordance with Section 4(a) (provided that the Company is under no obligation to notify the Designated Agent of the material non-public information that has resulted in a No Trade Period) and suspend such Placement Notice for the duration of the No Trade Period. Subject to such notice of suspension being given by the Company, the Designated Agent covenants and agrees that no sale of Placement Shares will take place until the end of the No Trade Period. For greater certainty, the imposition of a precautionary trading black-out by the Company in respect of certain insiders of the Company shall not be regarded as a No Trade Period in the absence of the actual possession by the Company of material non-public information regarding the Company and its Subsidiaries, taken as a whole, or the Common Shares.

(g) Reimbursement of Certain Expenses. The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated in accordance with Section 12, will pay all expenses relating to the following matters: (i) the preparation and filing of the Prospectus and any Amendments, (ii) the preparation, issuance and delivery of the Placement Shares, (iii) all fees and disbursements of the Company's counsel, transfer agent, accountants and other advisors, (iv) the reasonable fees and disbursements of counsel to the Agents in connection with this Agreement and the Prospectus Supplement [Redacted – Commercially Sensitive Information] and ongoing services in connection with the transaction contemplated hereunder, and subject to any limitations agreed to by the parties hereto, (v) the qualification of the Placement Shares under Securities Law, including filing fees in connection therewith, (vi) the printing and delivery to the Agents of copies of the Prospectus and any Amendments, and of this Agreement, (vii) the fees and expenses incurred in connection with the listing or qualification of the Placement Shares for trading on the TSX or other Canadian Marketplace, and (viii) the filing fees and expenses related to the Qualifying Authorities (including reasonable fees and disbursements of counsel to the Agents incurred in connection therewith).

(h) Use of Proceeds. The Company will use the Net Proceeds as described in the Prospectus.

(i) Change of Circumstances. During the term of this Agreement, the Company will, at any time during a fiscal quarter in which the Company has or intends to deliver a Placement Notice, advise the Agents promptly after it has received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any applicable opinion, certificate, letter or other document provided or to be provided to the Agents pursuant to this Agreement.

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(j) Due Diligence Cooperation. The Company will cooperate with any due diligence review conducted by the Agents or their agents, including, without limitation, providing information and making available documents and executive officers, as the Agents or their counsel may reasonably request; provided, however, that the Company shall be required to make available executive officers only (i) by telephone or at the Company's principal offices, and (ii) during the Company's ordinary business hours.

(k) Affirmation of Representations, Warranties, Covenants and Other Agreements. Upon commencement of the Offering of the Placement Shares under this Agreement (and upon the recommencement of the Offering of the Placement Shares under this Agreement following any suspension of sales under Section 4), and at each Applicable Time, each Settlement Date and each Amendment Date, the Company shall be deemed to have affirmed each representation and warranty contained in this Agreement.

(l) Required Filings Relating to Placement of Placement Shares. As may be required pursuant to applicable Securities Laws, the Company shall set forth in its applicable documents forming part of the Company's Public Record, with regard to the applicable financial period, the number and average selling price of Placement Shares sold through the Agents under this Agreement, the total gross proceeds received by the Company, the Net Proceeds received by the Company, and the total Placement Fees paid or payable by the Company to the Agents, which may be combined with the related offering expenses (if the Company determines, in its sole discretion, that such combined disclosure is advisable or required) with respect to sales of Placement Shares pursuant to this Agreement. For so long as the Common Shares are listed on the TSX, the Company will provide the TSX with all information it requires with respect to the Offering within the timelines prescribed by the TSX.

(m) Representation Dates; Certificate. During the term of this Agreement, each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements the Prospectus relating to the Placement Shares by means of a post- effective amendment or Prospectus Supplement but not by means of incorporation of document(s) by reference to the Prospectus relating to the Placement Shares; (ii) files or amends an annual information form; (iii) files or amends annual or interim financial statements; or (iv) at any other time reasonably requested by the Agents (each date of filing of one or more of the documents referred to in clauses (i) through (iii) and any time of request pursuant to (iv) above shall be a "Representation Date"), the Company shall furnish the Agents with a certificate, in the form attached hereto as Exhibit A within three (3) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 8(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual audited financial statements. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agents with a certificate under this Section

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8(m) then before the Company delivers the Placement Notice, or any Agent sells any Placement Shares, the Company shall provide the Agents with a certificate, in the form attached hereto as Exhibit A, dated the date of the Placement Notice.

(n) Legal Opinions.

(i) Upon execution of this Agreement, the Company will furnish or cause to be furnished to the Agents and to counsel to the Agents, (i) the written opinion of Fasken Martineau DuMoulin LLP (Vancouver, British Columbia) and other local counsel as required, such opinions to be substantially similar to the form attached hereto as Exhibit B, as determined by the Agents and their counsel, acting reasonably (the "Legal Opinions").

(ii) Within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit A for which no waiver is applicable, the Company will furnish or cause to be furnished to the Agents and to counsel to the Agents, the Legal Opinions.

(iii) Concurrently with the delivery of a certificate pursuant to the last sentence of Section 8(m) the Company will furnish or cause to be furnished to the Agents, and to counsel to the Agents, the Legal Opinions.

(iv) In each case, the Legal Opinions will be dated the date that the opinions are required to be delivered.

(v) Notwithstanding the foregoing, in lieu of such opinions, counsel last furnishing such opinion to the Agents may furnish the Agents with a letter to the effect that the Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance).

(o) Comfort Letters.

(i) Upon execution of this Agreement, the Company shall cause the Auditors (for so long as financial statements audited or reviewed by the Auditors or any related financial information are contained in or incorporated by reference into the Prospectus or any documents incorporated by reference in the Prospectus) to furnish to the Agents a letter, in form and substance satisfactory to the Agents and their counsel, acting reasonably (the "Comfort Letter") addressed to the Agents.

(ii) Within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit A for which no waiver is applicable, the Company shall cause the Auditors (for so long as financial statements audited or reviewed by the Auditors or any related financial information are contained in or incorporated by reference into the Prospectus or any documents

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incorporated by reference in the Prospectus) to furnish the Comfort Letter addressed to the Agents.

(iii) Concurrently with the delivery of a certificate pursuant to the last sentence of Section 8(m), the Company shall cause the Auditors (for so long as financial statements audited or reviewed by the Auditors or any related financial information are contained in or incorporated by reference into the Prospectus or any documents incorporated by reference in the Prospectus) to furnish the Comfort Letter to the Agents.

(iv) In each case, (A) the Comfort Letter will be dated the date such Comfort Letter is delivered, (B) will relate to the verification of certain of the financial information and statistical and accounting data relating to the Company and its Subsidiaries, as applicable, contained in the Prospectus or incorporated by reference therein, which Comfort Letters shall be based on a review having a cut-off date not more than two Business Days prior to the date of such letter, (C) will state that the Auditors are independent public accountants within the meaning of Securities Laws and the rules and regulations thereunder, and that in their opinion the portion of the audited financial statements of the Company incorporated by reference in the Prospectus and audited by the Auditors comply as to form in all material respects with the applicable accounting requirements of Securities Laws and the related regulations adopted by the Qualifying Authorities (the first such letter in each case, the "Initial Comfort Letter") and (D) if applicable, will update the Initial Comfort Letter with any information which would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Prospectus, as amended and supplemented to the date of such letter.

(p) CFO Certificate. At the request of the Agents: (i) within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit A for which no waiver is applicable, and (ii) concurrently with the delivery of a certificate pursuant to the last sentence of Section 8(m), the Company will furnish the Agent a certificate of the Chief Financial Officer of the Company, in form and substance satisfactory to the Agents and the Company, each acting reasonably (the "CFO Certificate").

(q) Market Activities. The Company will not, directly or indirectly, (i) take any action designed to or that would constitute or that might reasonably be expected to cause or result in, under Securities Laws or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Placement Shares or (ii) bid for, or purchase the Placement Shares, or pay anyone any compensation for soliciting purchases of the Placement Shares pursuant to a Placement Notice other than the Agents.

(r) Consent to the Agents' Trading. The Company consents to the extent permitted under Securities Laws, the rules of the TSX and under this Agreement, to the Agents trading in the Common Shares of the Company: (i) for the account of their clients at the same time as sales of Placement Shares occur pursuant to this Agreement; and (ii) for the Agents' own accounts; provided that no such purchase or sale shall take place by the Designated Agent while it has received a Placement

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Notice that remains in effect, unless the Company has expressly authorized or consented in writing to any such trades by such Agent.

(s) Distribution of Offering Materials. The Company has not distributed and will not distribute, during the term of this Agreement, any "marketing materials" (as defined in National Instrument 41-101 – General Prospectus Requirements) in connection with the offering and sale of the Placement Shares other than the Prospectus, provided that the Agents, severally and not jointly, covenant with the Company not to take any action that would result in the Company being required to file with the Qualifying Authorities any "marketing materials" that otherwise would not be required to be filed by the Company, but for the action of the Agents.

9. Conditions to the Agents’ Obligations.

The obligations of the Agents hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Company herein, to the due performance by the Company of its obligations hereunder, to the completion by the Agents of a due diligence review satisfactory to the Agents in their reasonable judgment, and to the continuing satisfaction (or waiver by the Agents in their sole discretion) of the following additional conditions:

(a) Prospectus Supplement. The Prospectus Supplement shall have been filed with the Qualifying Authorities under the Shelf Procedures and in accordance with this Agreement and all requests for additional information on the part of the Qualifying Authorities shall have been complied with to the reasonable satisfaction of the Agents and the Agents’ counsel.

(b) No Material Notices. None of the following events shall have occurred and be continuing: (i) receipt by the Company of any request for additional information from the Qualifying Authorities or any other federal or state or foreign or other governmental, administrative or self-regulatory authority during the period of effectiveness of the Prospectus, the response to which would require any amendments or supplements to the Prospectus; (ii) the issuance by the Qualifying Authorities or any other federal or state or foreign or other governmental authority of any stop order suspending the effectiveness of the Prospectus or the initiation of any proceedings for that purpose; (iii) receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Placement Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the occurrence of any event that makes any statement made in the Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Prospectus or documents so that, the Prospectus will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company’s reasonable determination that a post-effective amendment to the Prospectus would be appropriate.

(c) Material Changes. Except as contemplated and appropriately disclosed in the Prospectus, or disclosed in the Company’s reports filed with the Qualifying Authorities, in each case at the time the applicable Placement Notice is delivered,

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there shall not have been any material change, on a consolidated basis, in the authorized capital of the Company, or any development that causes or could reasonably be expected to cause a Material Adverse Effect (financial or otherwise) on the Company's business, affairs, capital, operations, properties or assets, considered on a consolidated basis, or on the Company's ability to perform its obligations under this Agreement and to consummate the transactions contemplated herein or would cause any fact, event or change that would result in any Prospectus containing a misrepresentation, the effect of which, in the sole judgment of the Agents (without relieving the Company of any obligation or liability it may otherwise have), acting reasonably, is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.

(d) Certificate. The Agents shall have received the certificate required to be delivered pursuant to Section 8(m) on or before the date on which delivery of such certificate is required pursuant to Section 8(m).

(e) Legal Opinions. The Agents shall have received the opinions or letters of counsel, as applicable, to be delivered pursuant to Section 8(n) on or before the date on which such delivery of such opinions or letters, as applicable, are required pursuant to Section 8(n).

(f) Comfort Letters. The Agents shall have received the Comfort Letter(s) required to be delivered pursuant to Section 8(o) on or before the date on which the delivery of such letter is required pursuant to Section 8(o).

(g) CFO Certificate. The Agents shall have received the CFO Certificate required to be delivered pursuant to Section Error! Reference source not found. on or before the date on which the delivery of such certificate is required pursuant to Section Error! Reference source not found..

(h) Approval for Listing; No Suspension. The Placement Shares shall have either been (i) approved for listing, subject to notice of issuance, on the TSX, or (ii) the Company shall have filed an application for listing of the Placement Shares on the TSX at or prior to the issuance of the Placement Notice. Trading in the Common Shares shall not have been suspended on such markets.

(i) Other Materials. On each date on which the Company is required to deliver a certificate pursuant to Section 8(m), the Company shall have furnished to the Agents such appropriate further information, certificates and documents as the Agents may reasonably request.

(j) Securities Filings Made. All filings required by the Qualifying Authorities to have been filed prior to the issuance of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Securities Laws.

Indemnification and Contribution

(a) The Company and its affiliated companies shall indemnify and hold harmless each of the Agents and their respective affiliates and each of their respective directors,

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officers, employees, advisors and agents (collectively, the "Indemnified Parties" and each, an "Indemnified Party") to the fullest extent lawful, from and against all losses (other than losses of profit in connection with the distribution of the Placement Shares), fees, claims, reasonable costs, expenses, actions (including shareholder actions, derivative actions or otherwise), suits, proceedings, investigations, damages, obligations and liabilities (joint and several), including, without limitation, the reasonable fees and expenses of their counsel, all amounts paid to settle Claims (as defined below) if settled in accordance with the terms hereof or satisfy judgements or awards, and other reasonable, out-of-pocket expenses incurred in investigating and defending any actual or threatened action, suit, proceeding, investigation or claim that may be made or threatened against any of the Indemnified Parties or in enforcing this indemnity (collectively, the "Claims"), to which any of the Indemnified Parties may become subject or otherwise involved in any capacity insofar as the Claims arise out of, result from, are based upon, or arise directly or indirectly by reason of:

(i) any information or statement (except any information or statement relating to Agents' Disclosure) contained in the Prospectus or any amendment being or being alleged to be an untrue statement, omission or misrepresentation;

(ii) any order made or any inquiry, investigation or proceeding announced, instituted or threatened by any court, securities regulatory authority, stock exchange or by any other competent authority, based upon any untrue statement, omission or misrepresentation or alleged untrue statement, omission or misrepresentation (except a statement, omission or misrepresentation relating solely to Agents' Disclosure) in the Prospectus or any amendment (except any document or material delivered or filed solely by the Agents) preventing or restricting the trading in or the sale or distribution of the Placement Shares in any of the Qualifying Jurisdictions or in the United States;

(iii) any breach or default under any representation, warranty, covenant or agreement of the Company in this Agreement or any other documents, materials, instruments or certificates to be delivered pursuant hereto or the failure thereby to comply with any of its obligations hereunder or thereunder; or

(iv) the Company failing to comply with any requirement of any Securities Laws relating to the offering of the Placement Shares or any alleged breach by the Company of any Securities Laws relating to the Offering;

(b) If any Claim contemplated by this Section 10 shall be asserted against any of the Indemnified Parties, or if any potential Claim contemplated by this Section 10 shall come to the knowledge of any of the Indemnified Parties, the Indemnified Party concerned shall notify the Company (the "Indemnifying Party") as soon as practicable, of such Claim (provided that any failure or delay to so notify shall not, except (and only) to the extent of actual prejudice to the Indemnifying Party therefrom, affect the Indemnifying Party's liability under this Section 10), and the Indemnifying Party, shall, subject as hereinafter provided, promptly assume the defence on behalf of the Indemnified Party of any suit brought to enforce such

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Claim. Any such defence shall be through legal counsel acceptable to the Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of such counsel relating to such matter, and no admission of liability or settlement shall be made by the Indemnifying Party without, in each case, the prior written consent of the Indemnified Party, such consent not to be unreasonably withheld. Without limiting the generality of the foregoing, the Indemnifying Party shall not, without the Agents' prior written consent which consent shall not be unreasonably withheld, settle, compromise, consent to the entry of any judgement in or otherwise seek to terminate any Claim in respect of which indemnification may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Parties from any liabilities arising out of such Claim without any admission of negligence, misconduct, liability or responsibility by any Indemnified Party. An Indemnified Party shall have the right to employ separate counsel in any such suit and participate in the defence thereof but the fees and expenses of such counsel shall be at the expense of the Indemnified Party provided the Agents act reasonably in selecting such counsel, unless: (i) the Indemnifying Party fails to assume the defence of such suit on behalf of the Indemnified Party within fourteen days of receiving notice of such suit or having assumed such defense, fails to pursue it; (ii) the employment of such counsel has been authorized by the Indemnifying Party; or (iii) the named parties to any such suit (including any added or third parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised in writing by counsel that there may be one or more legal defences available to the Indemnified Party which are different from or in addition to those available to the Indemnifying Party or the Indemnified Party is advised by counsel that there is an actual or potential conflict in the Indemnifying Party's and its interests (in each of which cases the Indemnifying Party shall not have the right to assume the defence of such suit on behalf of the Indemnified Party, the Indemnified Party shall be required to keep the Indemnifying Party apprised of the developments of the Claim, including providing copies of any material documents related thereto to the Indemnifying Party, and the Indemnifying Party shall be liable to pay the reasonable fees and expenses of the counsel for the Indemnified Party). No admission of liability or settlement may be made by an Indemnified Party without, in each case, the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld. It is understood that the Indemnifying Party shall, in connection with any one Claim or separate but substantially similar or related Claims in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of only one separate law firm at any time for all Indemnified Parties. It is the intention of the Indemnifying Party to constitute the Agents as trustees for the Agents' Subsidiaries and affiliates and their respective directors, officers, employees, partners and agents of the covenants of the Indemnifying Party under this Section 10 and the Agents agree to accept such trust and to hold and enforce such covenants on behalf of such persons.

(c) If for any reason the indemnification provided for in Section 10(a) is unavailable or unenforceable, in whole or in part, to or by an Indemnified Party in respect of any losses, claims, damages, liabilities, costs or expenses (or Claims in respect thereof) for which indemnity is provided in Section 10(a) and subject to the restrictions and limitations referred to therein and in Section 10(e), the

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Indemnifying Party and the Agents shall contribute to the amount paid or payable (or, if such indemnity is unavailable only in respect of a portion of the amount so paid or payable, such portion of the amount so paid or payable) by such Indemnified Party as a result of such losses (other than losses of profits in connection with the distribution of the Placement Shares), claims, damages, liabilities, costs or expenses (or Claims in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Indemnifying Party on the one hand and the Agents on the other hand from the sale of the Placement Shares as well as their relative fault; provided, however, that each of the Agents shall not in any event be liable to contribute, in the aggregate, any amount in excess of that Indemnified Party's portion of the Placement Fee actually received under this Agreement.

(d) The relative benefits received by the Indemnifying Party on the one hand and the Agents on the other hand shall be deemed to be in the proportion that the total proceeds received from the sale of the Placement Shares (net of the Placement Fee (or any portion thereof) actually received) is to the Placement Fee (or any portion thereof) actually received. The amount paid or payable by an Indemnified Party as a result of such losses, claims, damages, liabilities, costs or expenses (or Claims in respect thereof) referred to above shall be deemed to include any reasonable legal or other expenses incurred by such Indemnified Party in connection with investigating or defending any such losses, claims, damages, liabilities, costs or reasonable expenses (or Claims in respect thereof), whether or not resulting in any such Claim.

(e) Each Indemnified Party shall cease to be entitled to the rights of indemnity and contribution contained in this Section 10 and shall reimburse any funds advanced by the Indemnifying Party pursuant to this Section 10 if and to the extent that a court of competent jurisdiction in a final judgement that has become non-appealable shall determine that such losses, expenses, fees, claims, damages, obligations or liabilities to which the Indemnified Party may be subject have resulted solely from the fraud, gross negligence or wilful misconduct of an Indemnified Party (provided that for greater certainty, an Agent's failure to conduct such reasonable investigations so as to provide reasonable grounds for a belief that the Prospectus or any amendment contained no misrepresentation (or, colloquially, to permit the Agents to sustain a "due diligence defense" under Securities Laws) shall not be deemed to constitute "fraud", "gross negligence" or "wilful misconduct" for purposes of this Section 10(e) or otherwise automatically be deemed to disentitle an Indemnified Party from claiming indemnification or contribution).

(f) The Agents shall be indemnified by the Indemnifying Party to the extent and manner as set out herein. Such indemnity shall be in addition to, and not in derogation or substitution for, any other liability that any party may have, or any right that any of the Indemnified Parties may have, apart from that indemnity, and shall be binding upon and enure to the benefit of any successors, permitted assigns, heirs and personal representatives of the Indemnifying Parties, the Agents or any other Indemnified Party. The rights of contribution provided in this Section 10 are in addition to and not in derogation or substitution of any other right to contribution which the Indemnified Parties may have by statute or otherwise at law.

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(g) The Indemnifying Party hereby waives any right it may have of first requiring an Indemnified Party to proceed against, enforce any other right, power, remedy or security or claim payment from, any other person before claiming against it.

11. Representations and Agreements to Survive Delivery

All representations and warranties of the Company herein or in certificates delivered pursuant hereto shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of the Agents or the Company (or any of their respective officers, directors/trustees or controlling persons), (ii) delivery and acceptance of the Placement Shares and payment therefor or (iii) any termination of this Agreement.

12. Termination

(a) The Company shall have the right to terminate this Agreement with any or all of the Agents in its sole discretion at any time by giving written notice as hereinafter specified. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8(g), Section 10, Section (a), Section 12(e) Section 16 Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination.

(b) Each Agent shall have the right to terminate its obligations under this Agreement in its sole discretion at any time after the date of this Agreement by giving written notice as hereinafter specified. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8(g) Section 10, Section 10, Section (a), Section 12(e) Section 16, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination.

(c) Unless previously terminated pursuant to this Section 12 this Agreement shall automatically terminate upon the earliest of (i) April 27, 2026, (ii) the issuance and sale of all the Placement Shares through the Agents on the terms and subject to the conditions set forth herein and (iii) the receipt of notice from the BCSC that the Base Prospectus has ceased to be effective in accordance with applicable Securities Laws; provided that any such termination shall in all cases be deemed to provide that Section 8(g) Section 10, Section (a), Section 12(e), Section 16, Section 17 and Section 18 shall remain in full force and effect.

(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 12(a), 12(b), 12(c) or otherwise by mutual agreement of the parties; provided that any such termination shall in all cases be deemed to provide that Section 8(g), Section 10, Section (a), Section 12(e) Section 16, Section 17 and Section 18 shall remain in full force and effect.

(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agents or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such Placement Shares shall settle in accordance with the provisions of this Agreement.

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(f) In the event that the Company terminates this Agreement, as permitted under Section 12(a) the Company shall be under no continuing obligation, either pursuant to this Agreement or otherwise to utilize the services of the Agents in connection with any sale of Placement Shares or to pay any compensation to the Agents other than compensation with respect to sales of Placement Shares subscribed on or before the termination date and the Company shall be free to engage other placement agents and Agents to effect ATM Distributions from and after the termination date with no continuing obligation to the Agents.

Notices

All notices or other communications required or permitted to be given by any party to any other party pursuant to the terms of this Agreement shall be in writing and if sent to the Agents, shall be delivered to:

Canaccord Genuity Corp.
40 Temperance St., Suite
2100 Toronto, Ontario
M5H 0B4

Attention: Jamie Brown
Email: [Redacted – Personal Information]

Roth Canada, Inc.
130 King Street West, Suite 1921
Toronto, ON M5X 2A2

Attention: Brady Fletcher
Email: [Redacted – Personal Information]

with a copy to:

Blake, Cassels & Graydon LLP
199 Bay Street, Suite 4000
Toronto, Ontario
M5L 1A9

Attention: Alex MacMillan
Email: [email protected]

or if sent to the Company, shall be delivered to:

Nano One Materials Corp.
Unit 101B, 8575 Government Street
Burnaby, BC V3N 4V1

Attention: Dan Blondal
Email: [Redacted – Personal Information]

with a copy to:

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Fasken Martineau DuMoulin LLP
Suite 2900, 550 Burrard Street
Vancouver, BC V6C 0A3

Attention: Martin Ferreira Pinho
Email: [email protected]

Each party to this Agreement may change such address for notices by sending to the other parties to this Agreement written notice of a new address for such purpose. Each such notice or other communication shall be deemed given (i) when delivered personally or by e-mail on or before 5:00 p.m., Eastern time, on a Business Day or, if such day is not a Business Day, on the next succeeding Business Day, (ii) on the next Business Day after timely delivery to a nationally-recognized overnight courier, and (iii) on the Business Day actually received if deposited in the mail (certified or registered mail, return receipt requested, postage prepaid).

14. Successors and Assigns

This Agreement shall inure to the benefit of and be binding upon the Company and the Agents and their respective successors and the affiliates, trustees, directors, officers, employees and agents referred to in Section 10 hereof. References to any of the parties contained in this Agreement shall be deemed to include the successors and permitted assigns of such party. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. No party may assign its rights or obligations under this Agreement without the prior written consent of the other parties.

15. Adjustments for Stock Splits

The parties acknowledge and agree that all Common Share related numbers contained in this Agreement shall be adjusted to take into account any stock split, stock dividend or similar event effected with respect to the Common Shares.

16. Entire Agreement; Amendment; Severability

This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the Agents. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

17. Applicable 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 courts of Ontario shall have non-exclusive jurisdiction over any dispute hereunder.

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Waiver of Jury Trial

The Company and the Agents hereby irrevocably waive any right either may have to a trial by jury in respect of any claim based upon or arising out of this Agreement or any transaction contemplated hereby.

Absence of Fiduciary Duties

The parties acknowledge that they are sophisticated in business and financial matters and that each of them is solely responsible for making its own independent investigation and analysis of the transactions contemplated by this Agreement. They further acknowledge that the Agents have not been engaged by the Company to provide, and have not provided, financial advisory services in connection with the terms of the Offering nor have the Agents assumed at any time a fiduciary relationship to the Company in connection with such Offering. The Company hereby waives, to the fullest extent permitted by law, any claims it may have against any Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees the Agents shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including securityholders, employees or creditors of the Company.

Definitions and Interpretation

(a) As used in this Agreement, the following terms have the respective meanings set forth below:

(1) "affiliate" and "associate" have the respective meanings given to such terms in NI 45-106;

(2) "Agents" has the meaning given thereto in the preamble hereof;

(3) "Agents' Disclosure" means disclosure relating solely to the Agents and furnished by them in writing specifically for use in the Prospectus Supplement or any amendment thereto under the heading "Plan of Distribution" and the duplication of such disclosure elsewhere in such document;

(4) "Agreement" has the meaning given thereto in the preamble hereof;

(5) "Amendment" means, as applicable, any amendment or supplement to the Base Prospectus or the Prospectus Supplement;

(6) "Amendment Date" has the meaning given thereto in Section 8(a) hereof;

(7) "Applicable Time" means, with respect to any Placement Shares, the time of sale of such Placement Shares pursuant to this Agreement;

(8) "ATM Distribution" means a distribution of Common Shares that constitutes an "at-the-market distribution" within the meaning of NI 44-102;

(9) "Auditors" means Davidson & Company or, as the context may require, any successor auditor of the Company;

(10) “Authorized Representative” means, in respect of a party to this Agreement, an individual listed on Schedule 1 hereto, as amended from time to time by written notice to each of the parties hereto;

(11) “Base Prospectus” has the meaning given thereto in Section 6 hereof;

(12) “Business” means the business carried on by the Company as described in the Prospectus, including the development of patented technology for the low-cost production of high-performance lithium ion battery cathode materials used in electric vehicles, energy storage and consumer electronics;

(13) “Business Data” means all data and personal information accessed, processed, collected, stored or disseminated by the Company, including any Personally Identifiable Information;

(14) “Business Day” means any day other than a Saturday or a Sunday on which Schedule I Canadian chartered banks are open for business in Vancouver, British Columbia;

(15) “Canadian Marketplace” means a Canadian “marketplace” as such term is defined in National Instrument 21-101 – Market Operations;

(16) “CFO Certificate” has the meaning given thereto in Section 8(p);

(17) “Claims” has the meaning given thereto in Section 10(a) hereof;

(18) “Comfort Letter” has the meaning given thereto in Section 8(o) hereof;

(19) “Common Shares” means the Common shares in the capital of the Company, having the attributes corresponding in all material respects to the descriptions thereof in the Prospectus and any amendment.

(20) “Company” has the meaning given thereto in the preamble hereof;

(21) “Company Entities” mean, collectively, the Company and its Subsidiaries;

(22) “Company’s Public Record” means all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) filed by the Company that are available to the public on SEDAR+;

(23) “Data Protection Laws and Standards” has the meaning given thereto in Section 7(nn) hereof;

(24) “Designated Agent” has the meaning given thereto in Section 2(a) hereof;

(25) “Designated News Release” has the meaning given thereto in Section 6 hereof;

(26) “Environmental Laws” means all applicable federal, provincial, state, local, municipal or foreign statute, law, rule, regulation, ordinance, code,

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legally binding policy or rule of common law or civil law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, occupational health and safety, product safety or liability, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of Hazardous Materials or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials;

(27) "Environmental Permits" includes all orders, permits, certificates, approvals, consents, registrations and licences issued by any authority of competent jurisdiction under any Environmental Law;

(28) "Governmental Authority" means any (a) multinational, federal, state, provincial, municipal, local or other governmental or public department, central bank, court, commission, board, bureau, agency or instrumentality, domestic or foreign; (b) any subdivision or authority of any of the foregoing; (c) any quasi-governmental, self-regulatory organization or private body exercising any regulatory, expropriation or taxing authority under or for the account of its members or any of the above, including any stock exchange; or (d) any arbitrator exercising jurisdiction over the affairs of the applicable Person, asset, obligation or other matter;

(29) "Hazardous Material" means any hazardous substances or any pollutant, contaminant, waste or residual material, toxic or dangerous waste, substance or material (including, without limitation, asbestos, polychlorinated biphenyls, mould, chlorinated solvents, asbestos-containing materials, petroleum hydrocarbons and hazardous and toxic chemicals), natural or man-made, substances declared to be hazardous or toxic, or regulated as such, under any Environmental Law;

(30) "IFRS" means International Financial Reporting Standards as issued by the International Accounting Standards Board and as adopted by the Canadian Institute of Chartered Accountants in Part I of The Canadian Institute of Chartered Accountants Handbook – Accounting, as amended from time to time;

(31) "Indemnified Parties" has the meaning given thereto in Section 10(a) thereof;

(32) "Indemnifying Party" has the meaning given thereto in Section 10(b) thereof;

(33) "Initial Comfort Letter" has the meaning given thereto in Section 8(o) thereof;

(34) "Intellectual Property" means all trade or brand names, business names, trademarks, service marks, copyrights, patents, patent rights, licenses, industrial designs, know-how (including trade secrets and other unpatented

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or unpatentable proprietary or confidential information, systems or procedures), computer software, inventions, designs and other industrial or intellectual property of any nature whatsoever;

(35) "IT Systems and Data" has the meaning given thereto in Section 7(oo) thereof;

(36) "Laws" means any and all laws, including all federal and local statutes, codes, ordinances, guidelines, decrees, rules, regulations and municipal by-laws and all judicial, arbitral, administrative, ministerial, departmental or regulatory judgements, orders, decrees, directives, decisions, rulings or awards or other requirements of any other Governmental Authority, binding on or affecting the Person referred to in the context in which the term is used and includes, without limitation, Environmental Laws; including without limitation any parking and storage space leases, and "Lease" means any one of the Leases;

(37) "Leased Premises" means the premises which are material to the Company and which the Company occupies as a tenant;

(38) "Legal Opinions" has the meaning given thereto in Section 8(n)(i) thereof;

(39) "Licensed Intellectual Property" means all Intellectual Property owned by another party that is used by the Company, including all Intellectual Property that is embedded in or used in conjunction with the products or technology of the Company;

(40) "Material Adverse Effect" means, in relation to the Company Entities taken as a whole, any effect that is, or would reasonably be expected to be, material and adverse to the results of operations, condition (financial or otherwise), properties, assets, business, prospects, liabilities (contingent or otherwise), or cash flow of the Company and any fact, event, or change that would result in the Prospectus or any amendment containing a misrepresentation;

(41) "Money Laundering Laws" has the meaning given thereto in Section 7(w) thereof;

(42) "Net Proceeds" has the meaning given thereto in Section 5(a) thereof;

(43) "NI 44-101" means National Instrument 44-101 – Short Form Prospectus Distributions;

(44) "NI 44-102" means National Instrument 44-102 – Shelf Distributions;

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

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

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(47) "NI 52-109" means National Instrument 52-109 - Certification of Disclosure in Issuers' Annual and Interim Filings.

(48) "No Trade Period" has the meaning given thereto in Section 8(f) thereof;

(49) "Offering" has the meaning given thereto in Section 1(a) hereof;

(50) "OTCQB" means the OTCQB Venture Market by OTC Markets Group;

(51) "Owned Intellectual Property" means all Intellectual Property that is owned by the Company;

(52) "Owned Real Property" means the real property owned by the Company;

(53) "Passport System" has the meaning given thereto in Section 6 hereof;

(54) "Permitted Liens" means any of the following that do not adversely affect the present use or value of the property affected thereby: (i) liens for Taxes not yet due, (ii) other assessments and governmental charges not yet due, (iii) liens that can be (but have not yet been) filed by builders, mechanics, repairers or similar Persons in respect of services performed or goods provided in the ordinary course of business, (iv) easements, covenants, rights of way and other restrictions that are registered as of the date of this Agreement, (v) transfer restrictions imposed on securities by applicable law, and (vi) transfer restrictions imposed on securities as previously disclosed by the Company to the Agents in writing;

(55) "Person" means an individual, a partnership, a general partner of a limited partnership, a corporation, a trust, an unincorporated organization, a government or any department or agency thereof and the heirs, executors, administrators, successors, assigns or other legal representatives thereof;

(56) "Personnel" has the meaning given thereto in Section 10(a) hereof;

(57) "Personally Identifiable Information" means any information relating to an identified or identifiable natural person (including without limitation any information protected under Data Protection Laws and Standards, such as name, postal address, email address, telephone number, date of birth, Social Security number (or its equivalent), driver's license number, account number, credit or debit card number or identification number);

(58) "Placement" has the meaning given thereto in Section 2(a) hereof;

(59) "Placement Fee" has the meaning given thereto in Section 2(d) hereof;

(60) "Placement Notice" has the meaning given thereto in Section 2(a) hereof;

(61) "Placement Shares" has the meaning given thereto in Section 2(b) hereof;

(62) "Preliminary Base Prospectus" means the preliminary short form base shelf prospectus of the Company dated April 10, 2024;

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(63) "Prospectus" means the Prospectus Supplement together with the Base Prospectus;

(64) "Prospectus Supplement" has the meaning given thereto in Section 6 hereof;

(65) "Qualifying Authorities" means the securities commission or regulatory authorities in each of the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, New Brunswick, Nova Scotia and Prince Edward Island;

(66) "Qualifying Jurisdictions" mean, collectively, British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, New Brunswick, Nova Scotia and Prince Edward Island;

(67) "Representation Date" has the meaning given thereto in Section 8(m) hereof;

(68) "Sanctioned Country" has the meaning given thereto in Section 7(x) hereof;

(69) "Sanctions" has the meaning given thereto in Section 7(x) hereof;

(70) "Securities Commission" means the applicable securities commission or regulatory authority in each of the Qualifying Jurisdictions;

(71) "Securities Laws" mean, collectively, and, as the context may require, the applicable securities laws of each of the Qualifying Jurisdictions, and the respective regulations and rules made under those securities laws together with all applicable policy statements, instruments, blanket orders and rulings of the Securities Commissions and all discretionary orders or rulings, if any, of the Securities Commissions made in connection with the transactions contemplated by this Agreement together with applicable published policy statements of the Canadian Securities Administrators, as the context may require;

(72) "SEDAR+" means the System for Electronic Data Analysis and Retrieval+;

(73) "Settlement Date" has the meaning given thereto in Section 5(a) hereof;

(74) "Shareholders" means the holders from time to time of Common Shares and includes any beneficial owners of Common Shares;

(75) "Shelf Procedures" means NI 44-101 and NI 44-102;

(76) "Shelf Securities" has the meaning given thereto in Section 6 hereof;

(77) "Subsidiary" means a Person that is controlled directly or indirectly by another Person and includes a subsidiary of that subsidiary, in accordance with the meaning of NI 45-106;

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(78) "Tax Act" means the Income Tax Act (Canada), as amended;
(79) "Taxes" has the meaning given thereto in Section 7(gg) hereof;
(80) "Trading Day" means any day on which the TSX is open for trading; and
(81) "TSX" means the Toronto Stock Exchange;

(b) Whenever used in this Agreement, the terms "distribution", "misrepresentation", "material fact" and "material change" shall, except to the extent modified herein or as the context requires, have the meanings given to such terms, and "distribution" shall include a "distribution to the public" as defined, under applicable Securities Laws.
(c) Whenever used in this Agreement, words importing the singular number only shall include the plural and vice versa and words importing the masculine gender shall include the feminine gender.
(d) Except as otherwise indicated, all references to monetary amounts in this Agreement are to the lawful money of Canada.
(e) If any action is required to be taken under this Agreement on a day that is not a Business Day, such action will be required to be taken on the next succeeding day which is a Business Day.
(f) The division of this Agreement into sections, subsections, paragraphs and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. Unless something in the subject matter or context is inconsistent therewith, references herein to sections, subsections, paragraphs and other subdivisions are to sections, subsections, paragraphs and other subdivisions of this Agreement.

21. Counterparts

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Agreement by one party to the other may be made by email transmission.

[Remainder of page intentionally left blank]

If the foregoing accurately reflects your understanding and agreement with respect to the matters described herein please indicate your agreement by countersigning this Agreement in the space provided below.

Yours very truly,

NANO ONE MATERIALS CORP.

By: "Dan Blondal"
Name: Dan Blondal
Title: Chief Executive Officer

ACCEPTED as of the date first-above written:

CANACCORD GENUITY CORP.

By: "Jamie Brown"
Name: Jamie Brown
Title: Managing Director, Head of Capital Markets – Western Canada

ROTH CANADA, INC.

By: "Brady Fletcher"
Name: Brady Fletcher
Title: President

SCHEDULE 1

The Authorized Representatives of the Company are as follows:

Name and Office/Title	E-mail Address	Telephone Number
[Redacted – Personal Information]	[Redacted – Personal Information]	[Redacted – Personal Information]
[Redacted – Personal Information]	[Redacted – Personal Information]	[Redacted – Personal Information]
[Redacted – Personal Information]	[Redacted – Personal Information]	[Redacted – Personal Information]

The Authorized Representatives of Canaccord Genuity Corp. are as follows:

Name and Office/Title	E-mail Address	Telephone Number
[Redacted – Personal Information]	[Redacted – Personal Information]	[Redacted – Personal Information]
[Redacted – Personal Information]	[Redacted – Personal Information]	[Redacted – Personal Information]

The Authorized Representatives of Roth Canada, Inc. are as follows:

Name and Office/Title	E-mail Address	Telephone Number
[Redacted – Personal Information]	[Redacted – Personal Information]	[Redacted – Personal Information]

EXHIBIT A

OFFICER'S CERTIFICATE

I, [name of executive officer], the [title of executive officer] of Nano One Material Corp. (the "Company"), corporation duly organized and validly existing under the laws of the Province of British Columbia, on behalf of the Company pursuant to Section 8(m) of the equity distribution agreement dated September 5, 2025 (the "Distribution Agreement") among the Company, Canaccord Genuity Corp. and Roth Canada, Inc., and without personal liability, that, to the best of my knowledge:

(i) except as set forth in the Prospectus, the representations and warranties of the Company in Section 7 of the Distribution Agreement are true and correct on and as of the date hereof with the same force and effect as if expressly made on and as of the date hereof, except for those representations and warranties that speak solely as of a specific date and which were true and correct as of such date; and

(ii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to the Distribution Agreement at or prior to the date thereof.

Date: ____
By: ____
Name: ____
Title: ____

EXHIBIT B

MATTERS TO BE COVERED BY INITIAL OPINION OF THE COMPANY'S COUNSEL

(a) The Company is a “reporting issuer”, or its equivalent, in each of the Qualifying Jurisdictions and it is not listed as in default of any requirement of the applicable Securities Laws in any of the Qualifying Jurisdictions;

(b) the Company is a corporation duly incorporated and validly existing and is in good standing under the laws of the Province of British Columbia;

(c) the Company has all requisite corporate power and capacity to carry on its business as now conducted as described in the Prospectus and to own, lease and operate its property and assets and the Company has the requisite corporate power and capacity to execute and deliver this Agreement and to perform its obligations thereunder;

(d) the authorized and issued capital of the Company;

(e) the rights, privileges, restrictions, conditions, attributes and characteristics attaching to the Placement Shares are accurately summarized in all material respects in the Prospectus;

(f) all necessary corporate action having been taken by Company to authorize the execution and delivery of this Agreement and the performance by the Company of its obligations hereunder and to authorize the issuance, sale and delivery of the Placement Shares;

(g) upon the Company receiving payment of the purchase price for the Placement Shares, the Placement Shares will be validly issued and outstanding as fully paid and non-assessable Common Shares;

(h) all necessary corporate action has been taken by the Company to authorize the execution and delivery of each of the Preliminary Base Prospectus, the Base Prospectus, the Prospectus Supplement and the filing thereof with the Commissions;

(i) this Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to the qualification that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement may be limited by applicable law;

(j) the execution and delivery of this Agreement, the fulfillment of the terms hereof by the Company and the offering, issuance, sale and delivery of the Placement Shares do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result

in a breach of or default under, and do not and will not conflict with any of the terms, conditions or provisions of the articles or notice of articles of the Company; or the Business Corporations Act (British Columbia);

(k) Computershare Trust Company of Canada is the duly appointed registrar and transfer agent for the Common Shares;

(l) all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits and consents of the appropriate regulatory authority in each Qualifying Jurisdiction to qualify the distribution of the Placement Shares in each of the Qualifying Jurisdictions;

(m) The Placement Shares have been conditionally approved for listing on the TSX by the TSX subject to the directors, in their capacity as directors of the Company, fulfilling all of the requirements of the TSX as set out in the conditional approval letter of the TSX dated August 27, 2025; and

(n) as to the accuracy of the statements under the headings "Eligibility For Investment" and "Certain Canadian Federal Income Tax Considerations" in the Prospectus Supplement.

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3. Sale of Placement Shares by the Designated Agent

4. Suspension of Sales

8. Covenants of the Company.

9. Conditions to the Agents’ Obligations.

11. Representations and Agreements to Survive Delivery

12. Termination

14. Successors and Assigns

15. Adjustments for Stock Splits

16. Entire Agreement; Amendment; Severability

17. Applicable Law

21. Counterparts

CANACCORD GENUITY CORP.

ROTH CANADA, INC.

SCHEDULE 1

EXHIBIT B

MATTERS TO BE COVERED BY INITIAL OPINION OF THE COMPANY'S COUNSEL

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3. Sale of Placement Shares by the Designated Agent

4. Suspension of Sales

8. Covenants of the Company.

9. Conditions to the Agents’ Obligations.

11. Representations and Agreements to Survive Delivery

12. Termination

14. Successors and Assigns

15. Adjustments for Stock Splits

16. Entire Agreement; Amendment; Severability

17. Applicable Law

21. Counterparts

CANACCORD GENUITY CORP.

ROTH CANADA, INC.

SCHEDULE 1

EXHIBIT B

MATTERS TO BE COVERED BY INITIAL OPINION OF THE COMPANY'S COUNSEL

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