North Shore Uranium Ltd. — Capital/Financing Update 2021

Dec 29, 2021

AGENCY AGREEMENT

THIS AGREEMENT dated for reference December 24, 2021 is made

BETWEEN

CLOVER LEAF CAPITAL CORP. , Unit 1 – 15782 Marine Drive, White Rock, British Columbia

(the “ Issuer ”);

AND

HAYWOOD SECURITIES INC. , Suite 700, 200 Burrard Street, Vancouver, BC, V6C 3L6

(the “ Agent ”).

WHEREAS:

A. The Issuer wishes to raise money in accordance with the CPC Policy (as defined herein) and for the purposes set forth in its Prospectus (as defined herein), which is to be filed by the Issuer with the Regulatory Authorities (as defined herein), by offering for sale certain of its shares;

B. The Issuer wishes to appoint the Agent to distribute those shares and the Agent is willing to accept the appointment on the terms and conditions of this Agreement;

THE PARTIES to this Agreement therefore agree:

1. DEFINITIONS

In this Agreement:

• (a) “Agent’s Commission” has the meaning given to it in Section 7.1;

• (b) “Agent’s Fee” means the fee which is set out in Section 7 of this Agreement and which is payable by the Issuer to the Agent in consideration of the services performed by the Agent under this Agreement;

• (c) “Agent’s Warrants” means the non-transferrable warrants to purchase common shares of the Issuer which will be issued as part of the Agent’s Fee and which have the terms provided in this Agreement and the Certificates;

• (d) “Agent’s Warrant Shares” means any common shares in the capital of the Issuer that may be issued on exercise of the Agent’s Warrants;

• (e) “Agreement in Principle” has the meaning defined in the CPC Policy;

• 2 -

• (f) “Applicable Legislation” means the securities acts in the Selling Provinces, the regulations and rules made thereunder, all administrative policy statements, instruments, blanket orders, notices, directions and rulings issued by the Commissions and the rules and policies of the Exchange, in particular, the CPC Policy;

• (g) “Certificates” means the certificates representing the Agent’s Warrants;

• (h) “Claim” has the meaning given to it in Section 15.1;

• (i) “Closing” means the closing of the purchase and sale, and the issuance by the Issuer, of the Shares;

• (j) “Closing Day” means such day following the Offering Day as may be agreed to by the Issuer and the Agent on which the Closing takes place;

• (k) “Commissions” means the securities commissions in the Selling Provinces;

• (l) “Corporate Finance Fee” means the Fee to be paid to the Agent by the Issuer in consideration of corporate finance and structuring services provided by the Agent;

• (m) “CPC Policy” means policy 2.4 of the Exchange entitled, “Capital Pool Companies” as may be amended by the Exchange from time to time;

• (n) “Distribution” means the distribution or sale of the Securities pursuant to this Agreement;

• (o) “Effective Date” means the date on which the Final Receipt is issued;

• (p) “Exchange” means the TSX Venture Exchange Inc.;

• (q) “Final Receipt” means the receipt issued for the final Prospectus by the Principal Regulator pursuant to National Policy 11-202 – Process for Prospectus Reviews in Multiple Jurisdictions (“NP 11-202”), representing a final receipt for the Prospectus in each of the Selling Provinces;

• (r) “Indemnified Parties/Party” has the meaning given to it in Section 15.1;

• (s) “Indemnitor” has the meaning given to it in Section 15.1;

• (t) “Material Change” has the meaning defined in the Applicable Legislation;

• (u) “Material Fact” has the meaning defined in the Applicable Legislation;

• (v) “Maximum Subscription” means subscriptions for an aggregate of up to 5,000,000 Shares on or before the Closing Day, as more fully described in the Prospectus;

• 3 -

• (w) “Minimum Subscription” means subscriptions for an aggregate of not less than 3,500,000 Shares on or before the Closing Day, as more fully described in the Prospectus;

• (x) “Misrepresentation” has the meaning defined in the Applicable Legislation;

• (y) “Offering” means the offering of the Shares under the Prospectus;

• (z) “Offering Day” means the day chosen by the Agent to contract the purchases of Shares by the subscribers;

• (aa) “Offering Price” means $0.10 per Share;

• (bb) “Preliminary Receipt” means the receipt issued for the preliminary Prospectus by the Principal Regulator pursuant to NP 11-202;

• (cc) “Principal Regulator” means the British Columbia Securities Commission;

• (dd) “Proceeds” means the gross proceeds of the Offering, less:

• (i) the Agent’s Commission;

• (ii) the Corporate Finance Fee which is payable in cash; and

• (iii) the reimbursable expenses of the Agent in connection with the Offering pursuant to Section 14.1;

• (ee) “Prospectus” means the preliminary prospectus and the final prospectus filed or intended to be filed by the Issuer with the Regulatory Authorities in connection with the Offering and any amendments to the preliminary prospectus and final prospectus which may be filed with the Regulatory Authorities;

• (ff) “Qualifying Transaction” has the meaning defined in the CPC Policy;

• (gg) “Regulatory Authorities” means the Commissions and the Exchange;

• (hh) “Securities” means the Shares, Agent’s Warrants, and Agent’s Warrant Shares;

• (ii) “Selling Provinces” means British Columbia and Alberta and such other provinces as may be agreed to by the Issuer and the Agent;

• (jj) “Shares” means a minimum of 3,500,000 and a maximum of 5,000,000 previously unissued common shares of the Issuer to be offered by the Issuer pursuant to this Agreement having the terms provided in this Agreement; and

• (kk) “Significant Assets” has the meaning defined in the CPC Policy.

• 4 -

2. APPOINTMENT OF AGENT

The Issuer appoints the Agent as its exclusive agent and the Agent accepts the appointment and will act as the exclusive agent of the Issuer to offer the Shares for sale under the Prospectus at the Offering Price on a commercially reasonable efforts basis.

3. THE SHARES

3.1 The Shares will be issued and registered in the names and denominations reasonably requested by the Agent.

4. FILING OF PROSPECTUS

4.1 The Issuer will cause the Prospectus to be filed with the Regulatory Authorities, will deliver all necessary copies of the Prospectus to the Regulatory Authorities and will use its commercially reasonable efforts to have the Prospectus accepted by the Regulatory Authorities.

4.2 The Issuer will provide the Agent with as many copies of the Prospectus as the Agent reasonably requests.

4.3 Delivery of the Prospectus and any amendment thereto shall constitute a representation and warranty by the Issuer to the Agent that all information and statements (except information and statements relating solely to the Agent) contained in the Prospectus and any amendment thereto are true and correct in all material respects at the time of delivery thereof and contain no Misrepresentations and constitute full, true and plain disclosure of all Material Facts relating to the Issuer and the Securities and that no Material Fact or material information has been omitted therefrom (except facts or information relating solely to the Agent) which is required to be stated therein or is necessary to make statements of information contained therein not misleading in light of the circumstances under which they were made. Such delivery shall also constitute the Issuer’s consent to the Agent’s use of the Prospectus and any amendment thereto for the purpose of the sale of Shares in the Selling Provinces in compliance herewith and with the Applicable Legislation.

4.4 The Issuer acknowledges that the Agent will be conducting a due diligence investigation of the Issuer’s business, securities, affairs, management, directors and an assessment of management’s ability to find a Qualifying Transaction and manage the affairs of a public company. The Issuer covenants that it will afford the Agent with access to the contracts, financial statements, personal information forms, corporate records and other documents the Agent may reasonably request.

5. LISTING APPLICATION AND CONDUCT OF THE OFFERING

5.1 Prior to the Closing Day, the Issuer will make application to list the Shares and Agent’s Warrant Shares on the Exchange and conditional approval of such application must be obtained from the Exchange prior to Closing.

5.2 Following the Effective Date and after consulting with the Exchange, the Issuer and the Agent will set the Offering Day.

• 5.3 The Offering Day will be on or before the day which is:

• 5 -

• (a) 90 days after the Effective Date; or

• (b) if a receipt is issued for an amendment to the Final Prospectus, 90 days after the date of such receipt,

and in any event, no later than 180 days after the Effective Date.

5.4 The Issuer shall take all necessary steps to complete and file with the Exchange its application for listing with all other documentation required by the Exchange, to allow for the listing of the common shares of the Issuer on the Exchange, which, subject to Exchange policies, is to occur no later than the Closing Day unless otherwise agreed to by the Agent acting reasonably.

5.5 The Agent will advise the Issuer and its counsel in writing when the Distribution under the Prospectus is complete and will provide the Issuer with such documents reasonably requested by the Issuer in connection with the Offering.

5.6 All subscription funds received by the Agent will be held in trust by the Agent until the Minimum Subscription has been received.

5.7 Notwithstanding any other term of this Agreement, all subscription funds received by the Agent will be returned to the subscribers without interest or deduction if the Minimum Subscription is not obtained by the Closing Day, unless subscribers otherwise instruct the Agent.

6. OPINIONS AND CERTIFICATES

6.1 On the Closing Day, the Issuer will deliver the following documents to the Agent and its counsel in a form acceptable to them:

• (a) evidence of the necessary approval of the Regulatory Authorities for the Offering;

• (b) an opinion of counsel for the Issuer, dated as of the Closing Day and addressed to the Agent and its counsel, relating to customary legal matters in connection with the creation, issuance and sale of the Securities for which the Agent may reasonably request an opinion;

• (c) a certificate of the Issuer, dated as of the Closing Day and signed by the chief executive officer and chief financial officer of the Issuer or such other officers approved by the Agent, acting reasonably, certifying certain facts relating to the Issuer and its affairs (the “Officers’ Certificate”); and

• (d) any other certificates or opinions in connection with any matter related to the Prospectus which are reasonably requested by the Agent or its counsel and customary for transactions of the nature contemplated herein.

7. AGENT’S FEE

7.1 In consideration of the services performed by the Agent under this Agreement, the Issuer agrees to pay the Agent a commission of 10% of the gross proceeds of the Offering, whether the Shares are purchased by the Agent for its own account or for its clients or purchased by other

• 6 -

members of the Agent’s selling group for their own accounts or for their clients (the “Agent’s Commission”).

7.2 In consideration for acting as Agent, the Issuer will issue Agent’s Warrants to the Agent or to members of its selling group as directed by the Agent entitling the Agent or members of its selling group to purchase such number of Agent’s Warrant Shares as is equal to 10% of the number of Shares sold under the Offering. The Agent’s Warrants will be non-transferable and each Agent’s Warrant will entitle the holder to purchase one Agent’s Warrant Share at an exercise price equal to the Offering Price. The right to purchase Agent’s Warrant Shares under the Agent’s Warrants may, subject to Exchange policies, be exercised at any time up to the close of business 24 months from the Closing Day.

7.3 Pursuant to the CPC Policy, no more than 50% of the aggregate number of common shares that may be acquired pursuant to the Agent’s Warrants may be sold prior to Completion of the Qualifying Transaction and the remaining 50% may only be sold after Completion of the Qualifying Transaction.

• 7.4 The Issuer agrees to pay to the Agent a Corporate Finance Fee of $12,500 plus GST.

7.5 In the event the Agent is willing to proceed with the Offering but the Issuer precludes the Agent from completing the Offering, notwithstanding anything else in this Agreement, the Corporate Finance Fee shall be paid to the Agent.

8. CLOSING

8.1 On Closing, if the Issuer has satisfied all of its obligations under the Agreement, the Issuer will deliver the Certificates to the Agent and will deposit the Shares with CDS Clearing and Depository Services Inc. against payment of the Proceeds.

8.2 If the Issuer has satisfied all of its obligations under this Agreement, on Closing the Agent will pay the Proceeds to the Issuer against delivery of the Certificates and upon receipt of satisfactory evidence that the Shares have been deposited with CDS Clearing and Depository Services Inc.

8.3 The obligation of the Agent to close the Offering shall be subject to the following conditions precedent:

• (a) completion by the Agent of due diligence on the Issuer to its satisfaction in its sole discretion;

• (b) the Issuer shall have performed or complied with each covenant and obligation herein provided on its part to be performed or complied with;

• (c) each of the representations and warranties of the Issuer herein shall continue to be true in all material respects, and the Officers’ Certificate shall contain certification to that effect;

• (d) the Issuer shall have provided to the Agent such customary closing documents that the Agent or its counsel may reasonably request; and

• 7 -

• (e) the Issuer shall have, to the satisfaction of the Agent’s counsel, acting reasonably, taken or caused to be taken all steps and proceedings which may be required under the Applicable Legislation to qualify the distribution of the Shares to the public in the Selling Provinces through registrants who have complied with the provisions of the Applicable Legislation and to qualify the distribution of the Agent’s Warrants to the Agent and any members of its selling group, including the filing and the obtaining of the Preliminary Receipt and the Final Receipt.

9. COVENANTS AND OBLIGATIONS OF THE ISSUER

9.1 The Issuer covenants and agrees that it has complied with and will abide by and comply with all Applicable Legislation and will complete all filings required of the Issuer under the Applicable Legislation and by the Exchange in connection with the Offering, the Prospectus and the listing of the Shares and Agent’s Warrant Shares.

• 9.2 The Issuer covenants and agrees that:

• (a) it has not and will not carry on any business other than the identification and evaluation of assets or businesses in connection with a potential Qualifying Transaction, until completion of a Qualifying Transaction; and

• (b) it has not entered into an Agreement in Principle.

9.3 If, after the Prospectus is filed with the Regulatory Authorities but before the conclusion of the Distribution, a Material Change or change in a Material Fact occurs in the affairs of the Issuer, the Issuer will:

• (a) notify the Agent immediately, in writing, with full particulars of the change;

• (b) if required by Applicable Legislation, file with the Regulatory Authorities as soon as practicable, and in any event no later than 10 days after the change occurs, an amendment to the Prospectus in a form acceptable to the Agent, acting reasonably, disclosing the Material Change; and

• (c) provide as many copies of that amendment to the Agent as the Agent may reasonably request.

9.4 The Issuer shall in good faith discuss with the Agent any fact or change in circumstances (actual and anticipated, contemplated or threatened, whether financial or otherwise) which is of such a nature that there is reasonable doubt as to whether notice in writing need be given to the Agent pursuant to the previous Subsection.

10. COVENANTS AND OBLIGATIONS OF THE AGENT

• 10.1 The Agent shall:

• (a) use its commercially reasonable efforts to obtain subscriptions for the Shares, and without limiting the generality of the foregoing:

• 8 -

• (i) at least 1,000,000 of the Common Shares (or such lesser number as is acceptable to the Exchange) outstanding on the Closing Day, including the Shares, will be in the Public Float (as “Public Float” is defined in the Exchange’s Corporate Finance Manual Policy 1.1);

• (ii) no more than 20% of the outstanding Shares (or such greater amount as is acceptable to the Exchange) on the Closing Day, including the Shares, will be owned directly or indirectly by members of the Pro Group (as “Pro Group” is defined in the Exchange’s Corporate Finance Manual Policy 1.1), excluding the Agent’s Warrant and any other Shares reserved for issuance at a further date; and

• (iii) to obtain subscriptions for the Shares from at least 200 subscribers (or such lesser number as is acceptable to the Exchange), each of such subscribers:

  • (A) purchasing at least 1,000 Shares free of Resale Restrictions (as “Resale Restrictions” is defined in the Exchange’s Corporate Finance Manual Policy 1.1);

  • (B) individually purchasing, directly or indirectly, no more than 2% of the Shares, and, in conjunction with such subscriber’s Associates and Affiliates (as “Associates” and “Affiliates” are defined in the Exchange’s Corporate Finance Manual Policy 1.1), purchasing no more than 4% of the Shares; and

  • (C) not being a Non Arm’s Length Party to the Issuer (as “Non Arm’s Length Party” is defined in the Exchange’s Corporate Finance Manual Policy 1.1);

• (b) only solicit subscriptions for the Shares from subscribers resident in the Selling Jurisdictions in compliance with Securities Legislation and the terms and conditions set out herein;

• (c) close the subscription books and thereafter not receive any further subscriptions for the Shares at the earlier of such time:

• (i) as orders for the Maximum Subscription have been received; or

• (ii) as prescribed by Applicable Legislation;

• (d) provide all such notices and documents as may be required by Applicable Legislation in connection with the sale of the Shares pursuant to the Prospectus, including without limiting the generality of the foregoing, to deliver to the Exchange (or, at the option of the Agent, to the Issuer for delivery to the Exchange) as soon as reasonably possible prior to the Closing, a Distribution Summary Statement (Exchange Form 2E) or such other document as may be required by the Exchange, if any.

• 9 -

11. TERMINATION

11.1 The Agent may terminate its obligations under this Agreement by notice in writing to the Issuer at any time before the Closing if:

• (a) there is an event, accident, governmental law or regulation or other occurrence of any nature which, in the reasonable opinion of the Agent, seriously adversely affects or will seriously adversely affect the financial markets or the business of the Issuer or the ability of the Agent to perform its obligations under this Agreement or an investor’s decision to purchase Shares;

• (b) there should develop, occur or come into effect any event of any nature, including without limitation, accident, act of terrorism, public protest, any escalation in the severity of the COVID-19 Pandemic, governmental law or regulation which in the sole reasonable opinion of the Agent adversely affects or would reasonably be expected to adversely affect the financial markets or the business, affairs, prospects or financial condition of the Issuer or its material properties or the market price or value or marketability of the Securities;

• (c) an adverse Material Change or change in a Material Fact relating to any of the Securities occurs or is announced by the Issuer;

• (d) the Securities cannot, in the reasonable opinion of the Agent, be marketed due to the state of the financial markets, or the market for the Shares in particular; or

• (e) an enquiry or investigation (whether formal or informal) in relation to the Issuer, or the Issuer’s directors, officers or promoters, is commenced or threatened by an officer or official of any competent authority;

• (f) any order to cease trading (including communicating with persons in order to obtain expressions of interest) in the Securities of the Issuer is made by a competent regulatory authority and that order is still in effect;

• (g) the Issuer is in breach of any material term of this Agreement; or

• (h) the Agent determines that any of the representations or warranties made by the Issuer in this Agreement is false or has become false.

11.2 If the Agent exercises its right to terminate this Agreement, then the Issuer will immediately issue a press release setting out particulars of the termination.

11.3 The Agent, at its sole discretion, may terminate this Agreement in writing if a Final Receipt is not issued within 120 days of the reference date of this Agreement.

12. WARRANTIES AND REPRESENTATIONS

• 12.1 The Issuer warrants and represents to the Agent that:

• 10 -

• (a) the Issuer is a valid and subsisting corporation duly incorporated and in good standing under the laws of the jurisdiction in which it is incorporated;

• (b) the Issuer is duly registered and licenced to carry on business in the jurisdictions in which it carries on business or owns property where so required by the laws of that jurisdiction and, other than pursuant to the CPC Policy, is not otherwise precluded from carrying on business or owning property in such jurisdictions by any other commitment, agreement or document;

• (c) the Issuer has full corporate power and authority to carry on its business as now carried on by it and to undertake the Offering and this Agreement has been, or will be by the Closing, duly authorized by all necessary corporate action on the part of the Issuer;

• (d) the Issuer has not carried on any business other than the identification and evaluation of assets or business in connection with a potential Qualifying Transaction, and will continue to limit its business in this manner until the completion of the Qualifying Transaction;

• (e) the Issuer has not entered into an Agreement in Principle;

• (f) all of the material transactions of the Issuer have been promptly and properly recorded or filed in its books or records and its minute books or records contain all records of the meetings and proceedings of its directors, shareholders, and other committees, if any, since inception;

• (g) the authorized capital of the Issuer is as disclosed in the Prospectus and the issued and outstanding common shares of the Issuer are fully paid and non-assessable and, except as disclosed in the Prospectus, no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming such a right, agreement or option, for the issue or allotment of any unissued shares in the capital of the Issuer or any other security convertible into or exchangeable for any such shares, or to require the Issuer to purchase, redeem or otherwise acquire any of the issued and outstanding shares in its capital;

• (h) the Issuer has no subsidiaries;

• (i) the Issuer will reserve or set aside sufficient common shares in its treasury to issue the Shares and Agent’s Warrant Shares;

• (j) the Prospectus will contain full, true and plain disclosure of all Material Facts in relation to the Issuer, its business and its securities, will contain no Misrepresentations, will be accurate in all material respects and will omit no fact, the omission of which will make such representations misleading or incorrect;

• (k) the financial statements of the Issuer which form part of the Prospectus have been prepared in accordance with International Financial Reporting Standards, present fairly, in all material respects, the financial position and all material liabilities

• 11 -

(accrued, absolute, contingent or otherwise) of the Issuer as at the date of the financial statements and there have been no adverse material changes in the financial position of the Issuer since the date thereof, and the business of the Issuer has been carried on in the usual and ordinary course consistent with past practice except as fully and plainly disclosed in the Prospectus;

• (l) the auditors of the Issuer who audited the financial statements of the Issuer for the most recent financial period and who provided their audit report thereon are independent public accountants as required under Applicable Legislation and there has never been a reportable event (within the meaning of National Instrument 51-102) with the present auditors of the Issuer;

• (m) the Issuer has complied and will comply in all material respects with the requirements of all applicable corporate and securities laws and administrative policies and directions, including, without limitation, Applicable Legislation and its regulations and the Business Corporations Act (British Columbia) in relation to the issue and trading of its securities and in all matters relating to the Offering;

• (n) the Issuer is in compliance in all material respects with all applicable laws, regulations and statutes in the jurisdictions in which it carries on business and which may materially affect the Issuer, has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations and statutes, and is not aware of any pending change or contemplated change to any applicable law or regulation or governmental position that would materially affect the business of the Issuer or the business or legal environment under which the Issuer operates;

• (o) the issue and sale of the Securities by the Issuer does not and will not conflict with, and does not and will not result in a breach of, or constitute a default under (A) any statute, rule or regulation applicable to the Issuer including, without limitation, the Applicable Legislation; (B) the constating documents, notice of articles, articles or resolutions of the Issuer which are in effect at the date hereof; (C) any agreement, debt instrument, mortgage, note, indenture, instrument, lease or other document to which the Issuer is a party or by which it is bound; or (D) any judgment, decree or order binding the Issuer or the property or assets of the Issuer;

• (p) the Issuer is not a party to any actions, suits or proceedings which could materially affect its business or financial condition, and, to the best of the Issuer’s knowledge, no such actions, suits or proceedings are contemplated or have been threatened;

• (q) there are no judgments against the Issuer which are unsatisfied, nor are there any consent decrees or injunctions to which the Issuer is subject;

• (r) there is not presently, and will not be until the conclusion of the Distribution, any Material Change or change in any Material Fact relating to the Issuer which has not been or will not be fully disclosed in the Prospectus;

• 12 -

• (s) no order ceasing, halting or suspending trading in securities of the Issuer nor prohibiting the sale of such securities has been issued to and is outstanding against the Issuer or its directors, officers or promoters and, to the best of the Issuer’s knowledge, no investigations or proceedings for such purposes are pending or threatened;

• (t) the Issuer does not have any loans or other indebtedness outstanding which has been made to any of its shareholders, officers, directors or employees, past or present, or any person not dealing at “arm’s length” (as such term is used in the Income Tax Act (Canada));

• (u) other than the Agent, no person, firm or corporation acting or purporting to act at the request of the Issuer is entitled to any brokerage, agency or finder’s fee in connection with the transactions described herein; and

• (v) the warranties and representations in this Subsection are true and correct and will remain so as of the conclusion of the distribution under the Prospectus.

• 12.2

• The Agent warrants and represents to the Issuer that:

• (a) it is a valid and subsisting corporation duly incorporated and in good standing under the law of the jurisdiction in which it was incorporated, continued or amalgamated;

• (b) it has full corporate power and authority to enter into this Agreement and to fulfill its obligations hereunder;

• (c) it is a member in good standing of the Exchange;

• (d) it has complied with and will fully comply with the requirements of all Applicable Legislation, its rules and regulations and the by-laws and rules of the Exchange, in relation to trading in the Securities and all matters relating to the Offering;

• (e) it is an investment dealer registered under the Applicable Legislation in each of the Selling Jurisdictions;

• (f) any sub-agent(s) engaged by the Agent in connection with the Offering is/are investment dealer(s) registered under the Applicable Legislation in the applicable Selling Jurisdiction(s); and

• (g) this Agreement has been authorized by all necessary corporate action on the part of the Agent.

13. ELIGIBILITY FOR INVESTMENT

13.1 The Issuer covenants that it will use its commercially reasonable efforts to obtain confirmation from the Exchange that the Shares will be listed on the Exchange as of the Closing Day (the “Confirmation”).

• 13 -

13.2 The Issuer acknowledges that the Agent is relying on the Confirmation with respect to sales of the Shares into registered retirement savings plans, registered retirement income funds, deferred profit sharing plans, registered education savings plans, registered disability savings plans and taxfree savings accounts and agrees that, if the Issuer has fulfilled its obligations under Section 13.1 by obtaining a Confirmation and if the Exchange does not issue a bulletin in relation to the listing of the Shares at the close of market on the business day before the Closing, the Issuer will immediately notify the Agent and Closing may be delayed, at the sole discretion of the Agent.

14. EXPENSES OF AGENT

14.1 The Issuer will pay all of the expenses of the Offering and all the expenses reasonably incurred by the Agent in connection with the Offering including, without limitation, the fees and expenses of the solicitors for the Agent (legal fees exclusive of taxes and disbursements shall not exceed a maximum of $15,000) and other reasonable expenses and costs of the Agent which shall not exceed $2,000, including taxes and disbursements.

14.2 The Issuer will pay the expenses referred to in Subsection 14.1 even if the Prospectus and this Agreement are not accepted by the Regulatory Authorities or the transactions contemplated by this Agreement are not completed or this Agreement is terminated, unless the failure of acceptance or completion or the termination is the result of a breach of this Agreement by the Agent.

14.3 The expenses referred to in Subsection 14.1 will be payable on Closing Day or the Agent may, from time to time, render accounts to the Issuer for its expenses for payment on the dates set out in the accounts.

14.4 The Issuer authorizes the Agent to deduct its reasonable expenses in connection with the Offering from the proceeds of the Offering, including expenses for which an account has not yet been rendered to the Issuer.

15. INDEMNITY

15.1 The Issuer hereby agrees to indemnify and save harmless to the maximum extent permitted by law, the Agent, its affiliates and selling group members and their affiliates and their respective directors, officers, employees, partners, agents, advisors and shareholders (collectively, the “Indemnified Parties” and individually, an “Indemnified Party”) from and against any and all losses, claims, actions, suits, proceedings, investigations, damages, liabilities or expenses of whatsoever nature or kind (excluding loss of profits) whether joint or several, including the aggregate amount paid in reasonable settlement, provided the Issuer has agreed to such settlement, of any actions, suits, proceedings, investigations or claims and the fees, reasonable disbursements and taxes of their counsel in connection with any action, suit, proceeding, investigation or claim that may be made or threatened against any Indemnified Party or in enforcing this indemnity (each a “Claim” and, collectively, the “Claims”) to which an Indemnified Party may become subject or otherwise involved in any capacity insofar as the Claims relate to, are caused by, result from, arise out of or are based upon, directly or indirectly from:

• (a) any Misrepresentation or alleged Misrepresentation contained in the Prospectus, or in any supplemental, additional or ancillary material (including an amended

• 14 -

prospectus), information, evidence, return, report, application, statement, table or document that may be filed by or on behalf of the Issuer under the Applicable Legislation, or in any written or oral representation made by the Issuer to a subscriber, except (i) any Misrepresentation or alleged Misrepresentation which is based upon information relating solely to the Agent and furnished to the Issuer by the Agent expressly for inclusion in the Prospectus and/or in any supplemental, additional or ancillary material (including an amended prospectus), information, evidence, return, report, application, statement, table or document that may be filed by or on behalf of the Issuer under the Applicable Legislation, or (ii) any Misrepresentation or alleged Misrepresentation in any written or oral representation made by the Agent to a subscriber;

• (b) any order, inquiry or investigation related to the offering of the Shares arising out of any statement contained in the Prospectus (except in respect of any statement relating solely to the Agent), or in any written or oral representation made by the Issuer to a subscriber (except with respect to any written or oral representation made by the Agent to a subscriber), and brought by the Commissions, the Exchange or any other securities commission, stock exchange or similar regulatory authority, except such orders, inquiries and investigations relating solely to the Indemnified Persons or any one of them;

• (c) any material breach of the representations, warranties and covenants of the Issuer contained herein;

• (d) any prohibition or restriction of trading in the Shares or the Agent’s Warrant Shares (upon due exercise of the Agent’s Warrants), or any prohibition affecting the distribution of the Shares or the Agent’s Warrant Shares (upon due exercise of the Agent’s Warrants) which may be ordered by any one or more competent authorities if such prohibition or restriction of trading is based on any Misrepresentation in the Prospectus, or in any written or oral representations made by the Issuer to a subscriber, except any Misrepresentation (i) which is based upon information relating solely to the Agent and furnished to the Issuer by the Agent expressly for inclusion in the Prospectus or (ii) in any written or oral representations made by the Agent to a subscriber;

• (e) any subscriber effectively rescinding its subscription for the Shares pursuant to a right of rescission under which a subscriber may rescind a contract on the grounds that the Prospectus contains a Misrepresentation, or in the event a determination is made by any competent authority setting aside the sale of the Shares, except any Misrepresentation which is based upon information relating solely to the Agent and furnished to the Issuer by the Agent expressly for inclusion in the Prospectus or any determination that arises out of any act or omission of the Agent; and

• (f) the Prospectus failing to comply with the requirements of the Applicable Legislation so as to permit the lawful sale of the Shares or by reason of the Issuer having failed to take or cause to be taken such steps or proceedings as were necessary to permit the lawful sale of the Shares as contemplated by the Prospectus and this Agreement.

• 15 -

15.2 The Issuer shall reimburse each Indemnified Party forthwith, upon demand, for any legal or other expenses reasonably incurred by such Indemnified Party in connection with any Claim.

15.3 If and to the extent that a court of competent jurisdiction, in a final non-appealable judgement in a proceeding in which an Indemnified Party is named as a party, determines that a Claim was caused by or resulted from an Indemnified Party’s negligence, bad faith or willful misconduct, this indemnity shall cease to apply to such Indemnified Party in respect of such Claim and such Indemnified Party shall reimburse any funds advanced by the Issuer to the Indemnified Party pursuant to this indemnity in respect of such Claim. The Issuer agrees to waive any right the Issuer might have of first requiring the Indemnified Party to proceed against or enforce any other right, power, remedy or security or claim payment from any other person before claiming under this indemnity.

15.4 If any Claim is brought against an Indemnified Party or an Indemnified Party has received notice of the commencement of any investigation in respect of which indemnity may be sought against the Issuer, the Indemnified Party will give the Issuer prompt written notice of any such Claim of which the Indemnified Party has knowledge and the Issuer will undertake the investigation and defence thereof on behalf of the Indemnified Party, including the prompt employment of counsel reasonably acceptable to the Indemnified Parties affected and the payment of all expenses. Failure by the Indemnified Party to so notify shall not relieve the Issuer of their obligation of indemnification hereunder unless such lack or delay of notice materially prejudices the defence of such Claim. No admission of liability and no settlement, compromise or termination of any Claim, or investigation shall be made without the consent of the Issuer and the consent of the Indemnified Parties affected, such consents not to be unreasonably withheld or delayed.

15.5 Notwithstanding that the Issuer will undertake the investigation and defence of any Claim, the Indemnified Parties will have the right to employ one separate counsel in each applicable jurisdiction with respect to such Claim and participate in the defence thereof, but the fees and expenses of such counsel will be at the expense of the Indemnified Parties unless:

• (a) employment of such counsel has been authorized in writing by the Issuer;

• (b) the Issuer has not assumed the defence of the action within a reasonable period of time after receiving notice of the Claim;

• (c) the named parties to any such claim include the Issuer, and any of the Indemnified Parties, and the Indemnified Parties shall have been advised by counsel to the Indemnified Parties that there may be a conflict of interest between the Issuer and any Indemnified Party; or

• (d) there are one or more defences available to the Indemnified Parties which are different from or in addition to those available to the Issuer, as the case may be,

in which case the reasonable fees and expenses of such counsel to the Indemnified Parties will be for the account of the Issuer. The rights accorded to the Indemnified Parties hereunder shall be in addition to any rights the Indemnified Parties may have at common law or otherwise. Without limiting the generality of the foregoing, this Indemnity shall apply to all reasonable expenses

• 16 -

(including legal expenses), losses, claims and liabilities that the Agent may incur as a result of any action, suit, proceeding or claim that may be threatened or brought against the Issuer.

15.6 If for any reason the foregoing indemnification is unavailable (other than in accordance with the terms hereof) to the Indemnified Parties (or any of them) or insufficient to hold them harmless, the Issuer agrees to contribute to the amount paid or payable by the Indemnified Parties as a result of such Claims in such proportion as is appropriate to reflect not only the relative benefits received by the Issuer or the Issuer’s shareholders, and its constituencies on the one hand and the Indemnified Parties on the other, but also the relative fault of the parties and other equitable considerations which may be relevant. Notwithstanding the foregoing, the Issuer will in any event contribute to the amount paid or payable by the Indemnified Parties as a result of such Claims any amount in excess of the fees actually received by the Indemnified Parties hereunder.

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

15.8 The Issuer agrees that, in any event, no Indemnified Party shall have any liability (either direct or indirect, in contract or tort or otherwise) to the Issuer or any person asserting claims on their behalf or in right for or in connection with the performance of services rendered by the Agent under this Agreement, except to the extent that any losses, expenses, claims, actions, damages or liabilities incurred by the Issuer are determined by a court of competent jurisdiction in a final judgement (in a proceeding in which an Indemnified Party is named as a party) that has become non-appealable to have resulted from the negligence, bad faith or willful misconduct of such Indemnified Party.

15.9 The Issuer agrees to reimburse the Indemnified Parties monthly for the time spent by the Indemnified Party’s personnel in connection with any Claim at reasonable per diem rates. The Issuer also agrees that if any action, suit, proceeding or claim shall be brought against, or an investigation commenced in respect of the Issuer and the Agent or selling group member and personnel of such Agent or selling group member shall be required to testify, participate or respond in respect of or in connection with the performance of the services rendered by the Agent under this Agreement, each such Indemnified Party shall have the right to employ its own counsel in connection therewith and the Issuer will reimburse the Agent monthly for the time spent by its personnel in connection therewith at reasonable per diem rates together with such disbursements and reasonable out-of-pocket expenses as may be incurred, including reasonable fees and disbursements of such Indemnified Party’s counsel.

15.10 The indemnity and contribution obligations of the Issuer shall be in addition to any liability which the Issuer may otherwise have shall extend upon the same terms and conditions to the Indemnified Parties and shall be binding upon and enure to the benefit of any successors, assigns, heirs and personal representatives of the Issuer and any Indemnified Party. The foregoing provisions shall survive the completion of professional services rendered under this Agreement or any termination of this Agreement.

• 17 -

16. ASSIGNMENT AND SELLING GROUP PARTICIPATION

16.1 The Agent will not assign this Agreement or any of its rights under this Agreement or, with respect to the Securities, enter into any agreement in the nature of an option or a sub-option unless and until, for each intended transaction, the Agent has obtained the consent of the Issuer and notice has been given to and accepted by the Regulatory Authorities.

16.2 The Issuer will not assign this Agreement or any of its rights under this Agreement or, with respect to the Securities, enter into any agreement in the nature of an option or a sub-option unless and until, for each intended transaction, the Issuer has obtained the consent of the Agent.

16.3 The Agent may offer selling group participation in the normal course of the brokerage business to selling groups of other licensed dealers, brokers and investments dealers, who may or who may not be offered part of the commissions or warrants to be received by the Agent pursuant to this Agreement.

17. NOTICES

17.1 Any notice under this Agreement will be given in writing and must be delivered, sent by email transmission or mailed by prepaid post and addressed to the party to which notice is to be given at the address indicated above, or at another address designated by such party in writing.

17.2 If notice is sent by email transmission or is delivered, it will be deemed to have been given at the time of transmission or delivery if such transmission or delivery is completed during normal business hours, otherwise it will be deemed to have been given on the next business day.

17.3 If notice is mailed, it will be deemed to have been received 48 hours following the date of mailing of the notice.

17.4 If there is an interruption in normal mail service due to strike, labour unrest or other cause at or prior to the time a notice is mailed, the notice will be sent by email transmission or will be delivered.

18. TIME

Time is of the essence of this Agreement and will be calculated in accordance with the provisions of the Interpretation Act (British Columbia).

19. SURVIVAL OF REPRESENTATIONS AND WARRANTIES

The representations, warranties, covenants and indemnities of the parties contained in this Agreement will survive the closing of the purchase and sale of the Securities.

20. LANGUAGE

Wherever a singular or masculine expression is used in this Agreement, that expression is deemed to include the plural, feminine or the body corporate where required by the context.

• 18 -

21. ENUREMENT

This Agreement enures to the benefit of and is binding on the parties to this Agreement and their successors and permitted assigns.

22. HEADINGS

The headings in this Agreement are for convenience of reference only and do not affect the interpretation of this Agreement.

23. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement and supersedes any other previous agreement between the parties with respect to the Offering and there are no other terms, conditions, representations or warranties whether express, implied, oral or written by the Issuer or the Agent.

24. COUNTERPARTS

This Agreement may be executed in two or more counterparts, each of which will be deemed to be an original and all of which will constitute one agreement, effective as of the reference date given above.

25. LAW

This Agreement and its application and interpretation will be governed exclusively by the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The parties to this Agreement consent to the jurisdiction of the courts of British Columbia, which courts shall have exclusive jurisdiction over any dispute of any kind arising out of or in connection with this Agreement.

This Agreement was executed and delivered as of the date first written above.

CLOVER LEAF CAPITAL CORP.

Per: “Doris Meyer” Authorized Signatory

HAYWOOD SECURITIES INC.

Per: “Don Wong” Authorized Signatory