Turnium Technology Group Inc.

Execution Version

AGENCY AGREEMENT

August 3, 2023

3355 Grandview Hwy, Unit 2 Vancouver, British Columbia, V5M 1Z5

Attention: Ralph Garcea, Chairman of the Board

The undersigned, Canaccord Genuity Corp. (the “ Agent ”), as lead agent and sole bookrunner, understands that Turnium Technology Group Inc. (the “ Company ”) proposes to issue and sell, on a private placement basis pursuant to the listed issuer financing exemption (“ Listed Issuer Financing Exemption ”) under Part 5A of National Instrument 45-106 – Prospectus Exemptions (“ NI 45-106 ”), a minimum of 30,000,000 units of the Company (the “ Units ”) at a price of $0.10 per Unit (the “ Subscription Price ”) for gross proceeds of a minimum of $3,000,000 to up to a maximum of 35,000,000 Units for gross proceeds of up to a maximum of $3,500,000 (the “ Offering ”). The Company has prepared and filed an offering document dated July 13, 2023 (the “ Initial Offering Document ”) and an amended and restated offering document dated July 24, 2023 (the “ First Amended Offering Document ”) and an amended and restated offering document dated July 31, 2023 (the “ Second Amended Offering Document ” and, together with the Initial Offering Document and the First Amended Offering Document, the “ Financing Document ”) on SEDAR (as defined below) in respect of the Offering and which satisfies the requirements of NI 45-106, including those of Form 45-106F19.

Each Unit consists of one Common Share (as defined herein) (a “ Unit Share ”) and one class A common share purchase warrant of the Company (a “ Warrant ”). The Warrants will be governed by a warrant indenture between the Company and the Warrant Agent (as defined herein) dated the Closing Date (as defined below) pursuant to which the Warrants will be issued and providing for the definitive terms of the Warrants (the “ Warrant Indenture ”). Each Warrant shall entitle the holder thereof to acquire one additional Common Share (a “ Warrant Share ”) at a price of $0.14 until the Expiry Time (as defined herein).

Upon and subject to the terms and conditions set forth herein, the Agent hereby agrees to act, and upon acceptance hereof the Company hereby appoints the Agent as the exclusive agent of the Company to offer for sale by way of private placement on a “commercially reasonable efforts” agency basis (and without any underwriting liability) the Units at the Subscription Price and the Agent agrees to arrange for purchasers of the Units in the Selling Jurisdictions (as hereinafter defined) pursuant to exemptions from the prospectus and registration requirements of the Securities Laws (as defined herein).

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

The Company agrees that the Agent will be permitted to appoint as the Selling Group (as defined herein), at its sole expense, other registered dealers or other dealers duly qualified in their respective jurisdictions, as their agents to assist in the Offering in the Selling Jurisdictions and that the Agent may determine the remuneration payable by the Agent to such other dealers appointed by it, provided that such remuneration shall not in any way increase the aggregate Commission payable or number of Compensation Options issuable to the Agent by the Company under this Agreement.

The description of the Warrants herein is intended as a summary only and is subject to the specific attributes and detailed provisions of the Warrants to be set forth in the Warrant Indenture. In case of any inconsistency between the description of the Warrants in this Agreement and the terms of the Warrants as set forth in the Warrant Indenture, the provisions of the Warrant Indenture shall govern exclusively.

The Agent acknowledges that the Company is conducting a non-brokered private placement offering of up to 16,710,000 Units concurrently with the Offering on the same terms as the Offering (the “ Non-Brokered Offering ”). The Agent undertakes no obligation to the Company or to the purchasers under the Non-Brokered Offering. The Company acknowledges and agrees that purchasers under the Non-Brokered Offering do not and will not have any recourse to or any rights against the Agent.

DEFINITIONS

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

“ affiliate ”, “ associate ”, “ distribution ”, “ material change ”, “ material fact ” and misrepresentation ” have the respective meanings ascribed thereto in the Securities Act (British Columbia) in effect on the date hereof;

“ Agent ” has the meaning ascribed to such term on the face page of this Agreement;

“ Aggregate Subscription Price ” means the aggregate gross proceeds from the sale and issue of the Units;

“ Agreement ” means this agreement, being the agreement resulting from the acceptance by the Company of the offer made by the Agent hereby;

“ Business ” means the business of the Company and the Subsidiaries, including but not limited to the business of developing and commercializing a software-defined wide area networking platform used to build communication networks and provide cloud-based services for businesses;

“ Business Day ” means a day which is not a Saturday, Sunday or statutory or civic holiday in the City of Toronto, Ontario or the City of Vancouver, British Columbia;

“ Canadian Securities Laws ” means all applicable securities laws in each of the Reporting Jurisdictions and the respective regulations made thereunder, together with applicable published fee schedules, prescribed forms, policy statements, notices, orders, blanket rulings and other

regulatory instruments of the securities regulators in each of the Reporting Jurisdictions, and all applicable rules and policies of the TSXV;

“ Certification ” means any regulatory approval, certification, licence, permit, approval, consent, certificates, registration, filing or other authorization of or issued by any Governmental Entity under applicable laws, including but not limited to those required under Environmental Laws and in connection with the Business;

“ Closing ” means the completion of the purchase and sale of the Units pursuant to the Offering as contemplated by this Agreement;

“ Closing Date ” means the day on which the Closing shall occur, being August 3, 2023, or such other date as the Company and the Agent may determine that is within forty-five (45) days from the commencement of the Offering;

“ Closing Time ” means 9:00 a.m. (Toronto time) on the Closing Date or such other time on the Closing Date as the Company and the Agent may determine;

“ Commission ” has the meaning ascribed to such term in Section 9 hereof;

“ Common Shares ” means the Class A Common shares in the capital of the Company;

“ Company ” has the meaning ascribed to such term on the face page of this Agreement;

“Company IP” means the intellectual property that has been developed, or that is being developed, by or for the Company or the Subsidiaries, or that is being used, or is proposed to be used, by the Company or the Subsidiaries, other than Licensed IP ;

“ Company’s Auditors ” means Manning Elliott LLP, or such other firm of chartered accountants as the Company may have appointed or may from time to time appoint as auditors of the Company;

“ Compensation Option Certificates ” means the certificates representing the Compensation Options and containing the terms thereof;

“ Compensation Options ” has the meaning ascribed to such term in Section 9 hereof;

“ Compensation Securities ” means, collectively, the Compensation Options, the Compensation Units consisting of the Compensation Unit Shares and Compensation Unit Warrants issuable on the exercise of the Compensation Options and the Compensation Warrant Shares issuable on the exercise of the Compensation Unit Warrants;

“ Compensation Unit ” has the meaning ascribed to such term in Section 9 hereof;

“ Compensation Unit Share ” has the meaning ascribed to such term in Section 9 hereof;

“ Compensation Unit Warrant ” has the meaning ascribed to such term in Section 9 hereof;

“ Compensation Warrant Share ” has the meaning ascribed to such term in Section 9 hereof;

“ COVID-19 Outbreak ” has the meaning ascribed to such term in Section 4 hereof;

“ Debt Instrument ” means any note, loan, bond, debenture, indenture, promissory note or other instrument evidencing indebtedness (demand or otherwise) for borrowed money or other liability, to which the Company or any of its subsidiaries is a party or by which any of their property or assets are bound, including the FirePower Loan Agreement;

“ Disclosure Schedule ” means the exhibits attached as Schedule “A” to this Agreement, which shall be deemed to be part of the representations and warranties made hereunder;

“ Engagement Letter ” means the letter agreement among the Company and the Agent dated July 12, 2023 in respect of the Offering;

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

“ Expiry Time ” means 4:00 p.m. (Toronto time) on August 3, 2026;

“ Financial Statements ” means the audited consolidated financial statements of the Company for the years ended September 20, 2022 and September 30, 2021, together with the notes thereto and the report of the Company’s Auditors thereon, the unaudited consolidated condensed interim financial statements for the three month period ended December 31, 2022 and 2021, and the unaudited consolidated condensed interim financial statements for the six month period ended March 31, 2023 and March 31, 2022;

“ Financing Document ” has the meaning ascribed to such term on the face page of this Agreement, and is prepared in connection with Offering and filed on the Company’s website and on the Company’s profile on SEDAR;

“ FirePower ” means, collectively, FirePower Capital and its affiliates, including but not limited to Evergreen Gap Debt LP and Gap Debt III LP;

“ FirePower Loan ” means C$2,011,561.98, representing the total aggregate amount of indebtedness of the Company and the Subsidiaries, as of the date hereof, pursuant to the FirePower Loan Agreement and any other arrangements with FirePower Capital or its affiliates, including principal, accrued and unpaid interest and any other amounts owing;

“ FirePower Loan Agreement " means the loan agreement dated July 30, 2021 between the Company, Turnium Network Solutions Inc., Turnium Networks Inc., Evergreen Gap Debt LP and Gap Debt III LP, as amended on February 1, April 8 and November 25, 2022 and May 17, 2023;

“ First Amended Offering Document ” has the meaning ascribed to such term on the face page of this Agreement;

[Redacted: Sensitive commercial information].

“ General Solicitation or General Advertising ” means “ general solicitation ” or “ general advertising ”, as used in Rule 502(c) of Regulation D under the U.S. Securities Act, including any advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the Internet or broadcast over radio, television, or the Internet or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;

“ Governmental Entity ” means any: (i) multinational, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign having jurisdiction on behalf of any nation, province, territory or state or any other geographic or political subdivision of any of them; (ii) subdivision, agent, commission, board, or authority of any of the foregoing; or (iii) quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under, or for the account of, any of the foregoing;

“ including ” means including without limitation;

“ Indemnified Parties ” has the meaning ascribed to such term in Section 12 hereof;

“ Indemnitor ” has the meaning ascribed to such term in Section 12 hereof;

“ Initial Offering Document ” has the meaning ascribed to such term on the face page of this Agreement;

“ intellectual property ” has the meaning ascribed to such term in Section 4 hereof;

“ Leased Premises ” means the premises which are material to the Company or any Subsidiary and which the Company or any Subsidiary occupies or proposes to occupy as a tenant, sub-tenant or occupant;

“Licensed IP” means the intellectual property owned by any person other than any of the Company or the Subsidiaries and which any of the Company or the Subsidiaries licenses or uses;

“ Liens ” means any encumbrance or title defect of whatever kind or nature, regardless of form, whether or not registered or registrable and whether or not consensual or arising by law (statutory or otherwise), including any mortgage, lien, charge, pledge or security interest, whether fixed or floating, or any assignment, lease, option, right of pre-emption, privilege, encumbrance, easement, servitude, right of way, restrictive covenant, right of use or any other right or claim of any kind or nature whatever which affects ownership or possession of, or title to, any interest in, or right to use or occupy such property or assets;

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

“ Material Adverse Effect ” means any change, effect, event or occurrence, that is, or would be reasonably expected to be, materially adverse with respect to the condition (financial or otherwise), properties, assets, liabilities (contingent or otherwise), obligations (whether absolute, accrued,

conditional or otherwise), business, affairs, capital, ownership, control, management, operations, results of operations or prospects of the Company and its subsidiaries (on a consolidated basis);

“ Material Agreement ” any Debt Instrument, contract, commitment, agreement, instrument, lease or other document (written or oral), including a license agreement, to which the Company or its subsidiaries are a party and which is material to the Company and the subsidiaries on a consolidated basis;

“ NI 45-106 ” has the meaning ascribed to such term on the face page of this Agreement;

“ Non-Brokered Offering ” has the meaning ascribed to such term of page 2 of this Agreement;

“ notice ” has the meaning ascribed to such term in Section 15 hereof;

“ Offering ” has the meaning ascribed to such term on the face page of this Agreement;

“ Person ” includes any individual, corporation, limited partnership, general partnership, joint stock company or association, joint venture association, company, trust, bank, trust company, land trust, investment trust, society or other entity, organization, syndicate, whether incorporated or not, trustee, executor or other legal personal representative, and governments and agencies and political subdivisions thereof;

“ President’s List Purchasers ” has the meaning ascribed to such term in Section 9 hereof;

“ principal shareholder ” means a holder of 10% or more of the Common Shares;

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

“ Purchasers ” means the persons in the Selling Jurisdictions who, as purchasers or beneficial purchasers, acquire the Units pursuant to the Offering;

“Registered IP” means all Company IP that is the subject of registration for intellectual property or applications for such registration;

“ Registered Plan ” has the meaning ascribed to such term in Section 4(lix);

“ Regulation D ” means Regulation D promulgated under the U.S. Securities Act;

“ Regulation S ” means Regulation S promulgated under the U.S. Securities Act;

“ Reporting Jurisdictions ” means the Provinces of British Columbia, Alberta and Ontario;

“ Second Amended Offering Document ” has the meaning ascribed to such term on the face page of this Agreement;

“ Securities Laws ” means all applicable securities laws in each of the Selling Jurisdictions in which the Units are offered or sold and the respective regulations made thereunder, together with applicable published fee schedules, prescribed forms, policy statements, notices, orders, blanket rulings and other regulatory instruments of the securities regulators in each of the Selling Jurisdictions in which the Units are offered or sold, including Canadian Securities Laws and U.S. Securities Laws;

“ Securities Regulators ” means, collectively, the securities regulators or other securities regulatory authorities in each of the Provinces and Territories of Canada;

“ SEDAR ” means the System for Electronic Document Analysis and Retrieval;

“ Selling Group ” means, collectively, those registered dealers (or other dealers duly licensed or registered in their respective jurisdictions) appointed by the Agent as its agents to assist in the Offering as contemplated in this Agreement;

“ Selling Jurisdictions ” means each of the Provinces and territories of Canada, except the Province of Quebec, and such other jurisdictions outside of Canada and the United States as agreed to by the Agent and the Company;

“ Software ” means all computer software, programs, and applications and subsequent versions thereof, including source code, object, executable or binary code, objects, comments, screens, user interfaces, report formats, templates, menus, buttons and icons and all files, data, materials, manuals, design notes and other items and documentation related thereto and associated therewith, and all proprietary rights in any of the foregoing;

“ Subscription Price ” has the meaning ascribed to such term on the face page of this Agreement;

“ Subscription Questionnaire ” means, collectively, the questionnaires in the form mutually acceptable to the Company and the Agent, completed by the Purchasers and delivered to the Company in respect of the Offering, as amended or supplemented;

“ Subsidiary ” means the entities set out in Section 4(ii) of the Disclosure Schedule to this Agreement in which the Company directly or indirectly holds the percentage of securities or other ownership interests therein set forth, and collectively, the “ Subsidiaries ”;

“ subsidiary ” has the meaning ascribed thereto in the Securities Act (British Columbia), as constituted at the date of this Agency Agreement;

“ Taxes ” means all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto;

“ Transaction Documents ” means, collectively, this Agreement, the Warrant Indenture, the Subscription Questionnaire and the Compensation Option Certificates;

“ Transfer Agent ” means Computershare Trust Company of Canada, in its capacity as transfer agent and registrar in respect of the Common Shares at its principal office in Toronto, Ontario;

“ TSXV ” means the TSX Venture Exchange;

“ U.S. Securities Act ” has the meaning ascribed to such term in Section 3 hereof;

“ U.S. Securities Laws ” means United States federal and state securities laws, including but not limited to, the U.S. Securities Act;

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

“ United States ” and “ U.S. ” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

“ Units ” has the meaning ascribed to such term on the face page of this Agreement;

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

“ Warrant Agent ” means Computershare Trust Company of Canada, in its capacity as warrant agent in respect of the Warrants at its principal office in Toronto, Ontario;

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

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

Other

Where any representation or warranty contained in this Agreement or any Transaction Document is expressly qualified by reference to the “knowledge” of the Company, or where any other reference is made herein or in any Transaction Document to the “knowledge” of the Company, it shall be deemed to refer to the actual knowledge of (i) Ralph Garcea, Chairman of the board, (ii) Derek Spratt, Chief Executive Officer and Interim Chief Financial Officer, and (iii) Johan Arnet, founder and director, after having made due enquiry of appropriate and relevant persons and documentation.

TERMS AND CONDITIONS

(a) Sale on Exempt Basis. The Agent shall offer the Units for sale pursuant to the Offering in the Selling Jurisdictions in accordance with the terms of this Agreement, on a private placement basis in such a manner so as not to require registration thereof or filing of a prospectus, registration statement or similar disclosure document or imposing on the Company additional continuous reporting obligations under all applicable Securities Laws, all in compliance with such applicable Securities Laws.

(b) Filings. The Company agrees to comply with Securities Laws on a timely basis in connection with the Offering and undertakes to file, or cause to be filed, within the periods stipulated under Securities Laws, all forms or undertakings required to be filed by the Company in connection with the issue and sale of the Units so that the distribution of the Units may lawfully occur without the necessity of filing or delivering (as applicable) a prospectus, a registration statement or an offering memorandum in the Selling Jurisdictions, and the Agent undertakes to use its commercially reasonable efforts to cause Purchasers to complete any forms required by Securities Laws. All fees payable in connection with such filings shall be at the expense of the Company.

(c) No Offering Memorandum, General Solicitation or General Advertising. Neither the Company nor the Agent shall: (i) provide to prospective purchasers of the Units any document or other material that would constitute an offering memorandum or future oriented financial information within the meaning of Securities Laws, except for the Financing Document; or (ii) engage in any form of General Solicitation or General Advertising in connection with the offer and sale of the Units.

(d) Listed Issuer Financing Exemption. The Company is relying on the Listed Issuer Financing Exemption, a Canadian prospectus exemption under Canadian Securities Laws for reporting issuers listed on a Canadian stock exchange wishing to raise capital. The Company confirms and acknowledges to the Agent that the Listed Issuer Financing Exemption relies on the Company’s continuous disclosure record, as supplemented with the Financing Document, a short offering document, to allow the Company to distribute freely tradeable listed equity securities to the public. Accordingly, the Company represents and warrants to the Agent that it: (i) has active business operations or its principal asset is not cash (or an equivalent) or its exchange listing; and (ii) it has prepared the Financing Document that is considered a “core” document under the secondary market civil liability regime of Canadian Securities Laws.

(a) Covenants. The Company hereby covenants to the Agent and to the Purchasers and their permitted assigns, and acknowledges that each of them is relying on such covenants in connection with the purchase of the Units, as follows:
(i) Due Diligence . The Company will allow the Agent and its representatives the opportunity to conduct all due diligence which the Agent may reasonably require to be conducted prior to the Closing Date.
(ii) Delivery of Transaction Documents . The Company will duly execute and deliver the Transaction Documents at the Closing Time, and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Company.
(iii) Maintain Reporting Issuer Status . The Company will use its commercially reasonable efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the Canadian Securities Laws in each of the Reporting Jurisdictions, until the date that is 36 months following the Closing Date; provided, however, that this covenant shall not prevent the directors of the Company from complying with their fiduciary duties to the Company, and provided

that this covenant shall not prevent the Company from completing any transaction which would result in the Company ceasing to be a “reporting issuer” so long as the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada, or cash, or the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the rules and policies of the TSXV (or any securities exchange, market or trading or quotation facility on which the Common Shares are then listed or quoted).

(iv) Maintain Stock Exchange Listing . The Company will use its commercially reasonable efforts to maintain the listing of the Common Shares (including the Unit Shares, the Warrant Shares, the Compensation Unit Shares and the Compensation Warrant Shares) for trading on the TSXV or such other recognized securities exchange, market or trading or quotation facility as the Agent may approve, acting reasonably, and comply with the rules and policies of the TSXV or such other exchange, market or facility, for a period of 36 months following the Closing Date, provided that this covenant shall not prevent the directors of the Company from complying with their fiduciary duty to the Company and provided that this covenant shall not prevent the Company from: (i) completing any transaction which would result in the Common Shares ceasing to be listed so long as the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada, or cash, or the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the rules and policies of the TSXV (or any securities exchange, market or trading or quotation facility on which the Common Shares are then listed or quoted); or (ii) graduating to the Toronto Stock Exchange. The Company will ensure that the Unit Shares, the Warrant Shares, the Compensation Unit Shares and the Compensation Warrant Shares are conditionally approved for listing and trading on the TSXV on or prior to the Closing Date.
(v) Validly Issued Unit Shares . The Company will ensure that the Unit Shares, when paid for, shall be duly and validly authorized and issued as fully paid and nonassessable Common Shares.
(vi) Validly Issued Warrants . The Company will ensure that the Warrants, when paid for, shall be duly and validly created, authorized and issued, and shall have the attributes corresponding to the description thereof set forth in this Agreement and the Warrant Indenture.
(vii) Validly Issued Warrant Shares . The Company will ensure that at all times prior to the Expiry Time, sufficient Warrant Shares are allotted and reserved for issuance upon the due and proper exercise of the Warrants. The Warrant Shares, upon issuance in accordance with the terms of the Warrant Indenture and when paid for, shall be duly and validly authorized and issued as fully paid and non-assessable Common Shares.

(viii) Validly Issued Compensation Options . The Company will ensure that the Compensation Options shall be duly and validly created, authorized and issued, and shall have the attributes corresponding to the description thereof set forth in this Agreement and the Compensation Option Certificates.
(ix) Validly Issued Compensation Unit Shares . The Company will ensure that at all times prior to the Expiry Time, sufficient Compensation Unit Shares are allotted and reserved for issuance upon the due and proper exercise of the Compensation Options. The Compensation Unit Shares, upon issuance in accordance with the terms of the Compensation Option Certificates and when paid for, shall be duly and validly authorized and issued as fully paid and non-assessable Common Shares.
(x) Validly Issued Compensation Unit Warrants . The Company will ensure that the Compensation Unit Warrants, when paid for, shall be duly and validly created, authorized and issued, and shall have the attributes corresponding to the description thereof set forth in this Agreement, the Compensation Option Certificate and the Warrant Indenture.
(xi) Validly Issued Compensation Warrant Shares . The Company will ensure that at all times prior to the Expiry Time, sufficient Compensation Warrant Shares are allotted and reserved for issuance upon the due and proper exercise of the Compensation Unit Warrants. The Compensation Warrant Shares, upon issuance in accordance with the terms of the Warrant Indenture and when paid for, shall be duly and validly authorized and issued as fully paid and non-assessable Common Shares.
(xii) Consents and Approvals . The Company will have made or obtained, as applicable, at or prior to the Closing Time, all consents, approvals, permits, authorizations or filings as required to be made or obtained by the Company under Securities Laws, including the conditional approval of the TSXV for the Offering, necessary for the consummation of the transactions contemplated herein, other than customary postclosing filings required to be submitted within the applicable time frame pursuant to Securities Laws and the rules and policies of the TSXV.
(xiii) Regulatory Filings . The Company will execute and file with the applicable securities regulators and the TSXV all forms, notices and certificates required to be filed by the Company in connection with the Offering pursuant to Securities Laws and the rules and policies of the TSXV in the time required by Securities Laws and the rules and policies of the TSXV, including, for greater certainty, Form 45-106F1 of NI 45-106 and any other forms, notices and certificates set forth in the opinions delivered to the Agent pursuant to the closing conditions set forth in Section 7 hereof.
(xiv) Standstill. The Company agrees that it will not, directly or indirectly, issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, or agree to or announce any intention to issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, any equity securities (including the Common Shares) or any securities convertible into or exchangeable for equity securities (including

securities convertible into or exchangeable for Common Shares), other than issuances: (i) pursuant to the Offering and the issuance of Common Shares upon the exercise of the Warrants, the Compensation Options and the Compensation Unit Warrants; (ii) pursuant to the Non-Brokered Offering; (iii) in connection with the grant or exercise of stock options and other similar issuances pursuant to any equity incentive plans of the Company and other share compensation arrangements; (iv) upon the exercise of convertible securities, warrants or options outstanding prior to the Closing Date; or (v) previously scheduled arrangements and/or other corporate acquisitions disclosed to the Agent prior to the Closing Date, from the date hereof and continuing for a period of 120 days from the Closing Date without the prior written consent of the Agent, such consent not to be unreasonably withheld.

(xv) Use of Proceeds . The Company shall use the net proceeds from the sale of the Units for the full repayment of the FirePower Loan and for general working capital purposes to support operations.
(xvi) Closing Conditions . The Company will use commercially reasonable efforts to fulfil or cause to be fulfilled, at or prior to the Closing Time, each of the conditions set out in Section 7 hereof.

(b) The Agent hereby covenants and agrees to: (i) use commercially reasonable efforts to conduct all activities in connection with the Offering in compliance with applicable Securities Laws and all other laws applicable to the Agent (or an affiliate); and (ii) use commercially reasonable efforts to obtain from each Purchaser all information, certifications, forms and other documentation contemplated thereby or as may be required by applicable securities regulators and the TSXV in such forms acceptable to the Company and the Agent.

(a) Material Changes During Distribution. During the distribution period, the Company shall promptly notify the Agent (and, if requested by the Agent, confirm such notification in writing) of any material change or change in a material fact (in either case, whether actual, anticipated, contemplated or threatened, financial or otherwise) or any event or development involving a prospective material change or a change in a material fact or any other material change in the business, affairs, operations, assets (including information or data relating to the estimated value or book value of assets), liabilities (contingent or otherwise), capital, ownership, control or management of the Company which would constitute a material change to, or a change in a material fact concerning the Company or any other change which is of such a nature.

During the distribution period, the Company shall promptly, and in any event, within any applicable time limitation, comply with all applicable filings and other requirements under Securities Laws as a result of such change. During such period, the Company shall in good faith discuss with the Agent any fact or change in circumstances (actual, anticipated, contemplated or threatened, 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 this Section 3.

(b) Press Releases. The Company agrees that it shall obtain the prior approval of the Agent as to the content and form of any press release to be issued prior to or in connection with

the Closing, such approval not to be unreasonably withheld. In addition, if required by the relevant Securities Laws, any press release announcing or otherwise referring to the Offering shall include an appropriate notation on each page as follows: “Not for distribution to United States newswire services or for dissemination in the United States.”

Each such press release shall additionally include a prominent notation of a cautionary statement to the following effect: “This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”) or any state securities laws and may not be offered or sold within the United States or to “U.S. persons” (as that term is defined in Rule 902(k) of Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.”

Representations, Warranties, and Covenants of the Company. The Company represents and warrants to the Agent and to the Purchasers and acknowledges that each of them is relying upon such representations and warranties in purchasing the Units, that the following representations and warranties are true and complete as of the date hereof:

General Matters

(i) Good Standing of the Company. The Company: (i) is duly existing under the laws of British Columbia and is up-to-date in all material corporate filings and in good standing under the BCBCA; (ii) has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets and is not party to any instrument or subject to any order or ruling which restricts or might restrict its ability to perform the transactions contemplated herein; (iii) has all necessary licences, Certifications, authorizations, and other approvals necessary to permit it to conduct its business as now conducted and all such licences, Certifications, authorizations and approvals are in full force and effect in accordance with their terms; and (iv) has all requisite corporate power and capacity to create, issue and sell, as applicable, the Unit Shares, the Warrants, the Warrant Shares and the Compensation Securities and to enter into and carry out its obligations under the Transaction Documents.
(ii) Ownership of Subsidiaries. The Company’s only subsidiaries are the Subsidiaries listed in Section 4(ii) of the Disclosure Schedule (each, a “ Subsidiary ” and collectively, the “ Subsidiaries ”) which schedule is true, complete and accurate in all respects. The securities of the Subsidiaries are held directly or indirectly by the Company as set out in Section 4(ii) of the Disclosure Schedule , free and clear of all mortgages, Liens, charges, pledges, security interests, encumbrances, claims and demands whatsoever, and the Company is entitled to the full beneficial ownership of all such shares in the Subsidiaries. All of such shares in the capital of the Subsidiaries have been duly authorized and validly issued and are outstanding as fully paid shares and no person, other than the Company has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option, for the purchase from the Company of any

interest in any of such shares, or for the issue or allotment of any unissued shares in the capital of the Subsidiaries or any other security convertible into or exchangeable for any such shares. There exist no options, warrants, purchase rights, or other contracts or commitments that could require the Company to sell, transfer or otherwise dispose of any securities of the Subsidiaries.

(iii) Good Standing of Subsidiaries . Each Subsidiary: (i) has been duly incorporated in its jurisdiction of incorporation and is up-to-date in all material corporate filings and in good standing under the laws of such jurisdiction; (ii) has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its assets; and (iii) has all necessary licences, permits, authorizations, Certifications and other approvals necessary to permit it to conduct its business except where failure to possess such licences, permits, authorizations, Certificates and other approvals would not reasonably be expected to have a Material Adverse Effect, and all such licences, permits, authorizations, Certifications and approvals are in full force and effect in accordance with their terms.
(iv) Compliance with Laws. Each of the Company and the Subsidiaries is, in all material respects, conducting its business in compliance with all applicable laws, rules and regulations of each jurisdiction in which its business is carried on and each is licensed, certified, registered or qualified in all jurisdictions in which it is required to be licensed, certified, registered or qualified and all such licenses, Certifications, registrations and qualifications are valid, subsisting and in good standing and it 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, rules, regulations, licenses, Certifications, registrations and qualifications which could have a Material Adverse Effect on the Company and the Subsidiaries (on a consolidated basis).
(v) No Proceedings for Dissolution. No act or proceeding has been taken by or against the Company or the Subsidiaries in connection with their liquidation, winding-up or bankruptcy, or to the knowledge of the Company, are pending. Except as disclosed in Section 4(v) of the Disclosure Schedule, the Company and the Subsidiaries are not insolvent and are able to meet all of their respective financial liabilities as they become due and no winding-up, liquidation, dissolution or bankruptcy proceedings have been commenced or are being commenced or contemplated by the Company or the Subsidiaries, and, except as disclosed in Section 4(v) of the Disclosure Schedule, no merger, consolidation, amalgamation, sale of all or substantially all of the assets or sale of the business transactions have been commenced or are being commenced or contemplated by the Company or the Subsidiaries and the Company has no knowledge of any such proceedings or transactions having been commenced or being contemplated in respect of the Company or the Subsidiaries by any other party.
(vi) Share Capital of the Company. The authorized and issued share capital of the Company consists of an unlimited number of Class A Common Shares without par

value of which 69,065,793 Common Shares were issued and outstanding as fullypaid and non-assessable common shares as at the close of business on August 2, 2023 and an unlimited number of Class B Preferred Shares without par value, issuable in series, of which none are outstanding. Neither the Company nor its Subsidiaries are party to any agreement, nor is the Company aware of any agreement, which in any manner affects the voting control of any securities of the Company or its Subsidiaries.

(vii) Voting Control / Shareholders Rights Plan. The Company has not implemented a shareholder rights plan and there are no other agreements in force or effect which in any manner affects the rights of the Company’s shareholders, or the voting or control of any of the securities of the Company or of any of the Subsidiaries.
(viii) Absence of Rights . As of the date hereof, except as set out in Section 4(viii) of the Disclosure Schedule , no person now has any agreement, option, right or privilege (whether at law, pre-emptive or contractual) capable of becoming a right, agreement or option for the purchase, subscription, allotment or issuance of, or conversion into, any unissued Common Shares, securities, warrants or convertible obligations of any nature of the Company.
(ix) No Dividends. During the previous 12 months, the Company has not, directly or indirectly, declared or paid any dividend or declared or made any other distribution on any of its shares or securities of any class, or, directly or indirectly, redeemed, purchased or otherwise acquired any of its Common Shares or securities or agreed to do any of the foregoing.
(x) No Violation of Constating Documents. Neither the Company nor any of the Subsidiaries is in violation of the provisions of its articles (or equivalent), by-laws (or equivalent) or resolutions or any statute or any order, rule or regulation of any court or governmental agency or both having jurisdiction over it or any of its operation, which violation or the consequences thereof would, alone or in the aggregate, have a Material Adverse Effect on the Company and the Subsidiaries, on a consolidated basis.
(xi) No Breach or Default. Except as disclosed in Section 4(xi) of the Disclosure Schedule, neither the Company nor the Subsidiaries, nor to the best of the Company’s knowledge, any other person, is in default in any material respect in the observance or performance of any term, covenant or obligation to be performed by the Company or the Subsidiaries or such other person, as applicable, under any Material Agreement to which the Company or the Subsidiaries are a party or otherwise bound. Except as disclosed in Section 4(xi) of the Disclosure Schedule, other than as disclosed in the Public Record and in writing to the Agent, the Company and the Subsidiaries have performed, in all material respects, all obligations (including payment obligations) in a timely manner under, and are in compliance, in all material respects, with all terms and conditions contained in each Material Agreement, and all such Material Agreements are in good standing, and no event has occurred which with notice or lapse of time or both would constitute

such a material default thereunder by the Company, the Subsidiaries or, to the Company’s knowledge, any other party, other than as disclosed to the Agent in writing.

(xii) Absence of Defaults and Conflicts. Except as disclosed in Section 4(xii) of the Disclosure Schedule, neither the Company nor the Subsidiaries is in material violation, default or breach of, and the execution and delivery of the Transaction Documents and the consummation of the transactions and compliance and performance by the Company with its obligations hereunder, and the creation, issue and sale, as applicable, of the Unit Shares, the Warrants, the Warrant Shares, and the Compensation Securities and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with or result in a breach or violation of any of the terms of or provisions of, or constitute a default under, whether after notice or lapse of time or both: (i) any statute, rule or regulation applicable to the Company or any of the Subsidiaries, including the Securities Laws; (ii) the constating documents or resolutions of the directors (including of committees thereof) or shareholders of the Company and each of the Subsidiaries; (iii) any Debt Instrument or Material Agreement; or (iv) any judgment, decree or order binding the Company, any of the Subsidiaries or the properties or assets of the Company or any of the Subsidiaries.
(xiii) Directors and Officers. To the knowledge of the Company, none of the directors or officers of the Company or any Subsidiary: (i) are now, or have ever been, subject to an order or ruling of any securities regulatory authority or stock exchange prohibiting such individual from acting as a director or officer of a public company or of a company listed on a particular stock exchange; or (ii) in the last 10 years have been subject to an order preventing, ceasing or suspending trading in any securities of the Company or other public company, other than the voluntary management cease trade order issued by the British Columbia Securities Commission effective as of January 31, 2023 in connection with the delay by the Company in filing its annual financial statements, management’s discussion and analysis and related officer certifications for the financial year ended September 30, 2022, which was subsequently revoked on March 8, 2023.
(xiv) Interest of Insiders . To the knowledge of the Company, except as disclosed in Section 4(xiv) of the Disclosure Schedule, none of the directors or officers of the Company, any known holder of more than 10% of any class of shares of the Company, or any known associate or affiliate of any of the foregoing persons or companies, has had any material interest, direct or indirect, in any material transaction within the previous three years or any proposed material transaction which, as the case may be, materially affected, is material to or will materially affect the Company and the Subsidiaries, on a consolidated basis.
(xv) Leased Premises. With respect to the premises which the Company or the Subsidiaries occupy as a tenant, the Company or any such Subsidiary occupies such leased premises and has the exclusive right to occupy and use such leased premises in accordance with the terms of the corresponding lease or similar agreement and

any lease or leases pursuant to which the Company or the Subsidiaries occupy such premises are in good standing in all material respects and in full force and effect.

(xvi) Insurance . Each of the Company and the Subsidiaries are insured against such losses and risks and in such amount as are customary in the Business in which it is engaged. All policies of insurance insuring the Company, the Subsidiaries or any of their respective businesses, assets, employees, officers and directors are in full force and effect, and the Company and the Subsidiaries are in compliance with the terms of such policies in all material respects. There are no material claims by the Company or the Subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause and that would result in a Material Adverse Effect on the Company and the Subsidiaries, on a consolidated basis. The Company has no reason to believe that it will not be able to renew such 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 and the Business of the Subsidiaries at a cost that would not have a Material Adverse Effect, and neither the Company nor any of the Subsidiaries has failed to promptly give any notice of any material claim thereunder.
(xvii) Previous Acquisitions. All acquisitions by the Company have been completed in material compliance with all corporate, regulatory and shareholder approvals, consents, authorizations, registrations, and filings reasonably required in connection therewith and were obtained and complied with. The Company’s and the Subsidiaries’ due diligence review, including financial and legal due diligence and background reviews, as deemed appropriate by the Company, in connection with such acquisitions did not prior to the completion of any such transactions and has not, as at the date hereof, resulted in the discovery of any fact or circumstance which would reasonably be expected to have a Material Adverse Effect.
(xviii) Purchases and Sales . As of the date hereof, neither the Company nor the Subsidiaries have entered into any binding agreement in respect of:
A. any uncompleted purchase of any material assets or businesses or any interest therein or the sale, transfer or other disposition of any material assets or businesses or any interest therein currently owned, directly or indirectly, by the Company or the Subsidiaries whether by asset sale, transfer of shares, or otherwise;
B. the change of control (by sale or transfer of Common Shares or sale of all or substantially all of the assets of the Company or the Subsidiaries or otherwise) of the Company or the Subsidiaries; or
C. a proposed or planned disposition of Common Shares by any shareholder who owns, directly or indirectly, 10% or more of the outstanding Common Shares.

(xix) Minute Books . The minute books and records of the Company and the Subsidiaries which the Company has made available to the Agent and its counsel, Cozen O’Connor LLP, in connection with their due diligence investigation of the Company to the date of examination thereof contain copies of all constating documents of the Company and, to the knowledge of the Company, minutes relating to all material proceedings of securityholders and directors (and committees thereof) (or drafts pending the approval thereof) and are complete in all material respects.
(xx) Sales in the United States . The Company hereby acknowledges that the Units, and the Unit Shares and Warrants comprising the Units, and the Warrant Shares issuable upon exercise of the Warrants, have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered or sold to, or for the benefit or account of, any person in the United States or any U.S. person. Any press release disseminated by any party hereto, or any party to this Agreement, announcing or otherwise referring to the Offering shall contain the following legend, and shall comply with the requirements of Rule 135e under the U.S. Securities Act: “NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. Any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with the requirements of Rule 135c under the U.S. Securities Act.

Offering

(xxi) Corporate Actions . All necessary corporate action has been taken or will have been taken prior to Closing by the Company so as to: (i) validly authorize the issuance of and issue the Unit Shares as fully paid and non-assessable Common Shares on Closing; (ii) validly create the Warrants and authorize the issuance of and issue the Warrants on Closing; (iii) validly allot the Warrant Shares and authorize the issuance of the Warrant Shares as fully paid and non-assessable Common Shares upon the due exercise of the Warrants in accordance with the terms of the Warrant Indenture; (iv) validly create the Compensation Options and authorize the issuance of and issue the Compensation Options on Closing; (v) validly allot the Compensation Unit Shares and authorize the issuance of the Compensation Unit Shares as fully paid and non-assessable Common Shares upon the due exercise of the Compensation Options in accordance with the terms of the Compensation Option Certificates; (vi) validly authorize the creation and issuance of the Compensation Unit Warrants upon the due exercise of the Compensation Options in accordance with the terms of the Compensation Option Certificates and the Warrant Indenture; and (vii) validly allot the Compensation Warrant Shares and authorize the issuance of the Compensation Warrant Shares as fully paid and nonassessable Common Shares upon the due exercise of the Compensation Unit Warrants in accordance with the terms of the Warrant Indenture.
(xxii) Valid and Binding Documents. The Transaction Documents have been duly authorized, executed and delivered by the Company and constitute legal, valid and

binding obligations of, and are enforceable against, the Company in accordance with their terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, and that the provisions relating to indemnity, contribution, waiver of contribution and the ability to sever unenforceable terms may be unenforceable and that enforceability is subject to the provisions of the Limitation Act (British Columbia).

(xxiii) All Consents and Approvals. All consents, approvals, permits, authorizations or filings as may be required for: (i) the execution and delivery of the Transaction Documents; (ii) the creation, issuance, sale and delivery, as applicable, of the Unit Shares, the Warrants, the Warrant Shares, the Compensation Options, the Compensation Unit Shares, the Compensation Unit Warrants and the Compensation Warrant Shares; and (iii) the consummation of the transactions contemplated hereby and thereby, have been made or obtained, as applicable, other than post-Closing filings required to be submitted within the applicable time frame pursuant to applicable Securities Laws.
(xxiv) Validly Issued Unit Shares. The Unit Shares have been duly and validly authorized for issuance and sale and when issued and delivered by the Company pursuant to this Agreement, against payment of the consideration set forth herein, the Unit Shares will be validly issued as fully paid and non-assessable Common Shares.
(xxv) Validly Issued Warrants. The Warrants have been duly and validly created and authorized for issuance and sale and when issued and delivered by the Company pursuant to this Agreement and the Warrant Indenture, against payment of the consideration set forth herein, the Warrants will be validly issued.
(xxvi) Validly Authorized Warrant Shares. The Warrant Shares have been duly and validly authorized, allotted and reserved for issuance and, upon exercise of the Warrants in accordance with the terms of the Warrant Indenture, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares.
(xxvii) Validly Issued Compensation Options. The Compensation Options have been duly and validly created and authorized for issuance and when issued and delivered by the Company pursuant to this Agreement, the Compensation Options will be validly issued.
(xxviii) Validly Authorized Compensation Unit Shares. The Compensation Unit Shares have been duly and validly authorized for issuance and, upon exercise of the Compensation Options in accordance with the terms of the Compensation Option Certificates, the Compensation Unit Shares will be validly issued as fully paid and non-assessable Common Shares.
(xxix) Validly Authorized Compensation Unit Warrants. The Compensation Unit Warrants have been duly and validly authorized for creation, issuance and sale and when issued and delivered by the company pursuant to this Agreement, the

Compensation Option Certificate and the Warrant Indenture, against payment of the consideration therefore, the Compensation Unit Warrant will be validly issued.

(xxx) Validly Authorized Compensation Warrant Shares. The Compensation Warrant Shares have been duly and validly authorized, allotted and reserved for issuance and, upon exercise of the Compensation Unit Warrants in accordance with the terms of the Warrant Indenture, the Compensation Warrant Shares will be validly issued as fully paid and non-assessable Common Shares.
(xxxi) Transfer Agent and Warrant Agent. The Transfer Agent, at its principal office in Toronto, Ontario, has been appointed as the registrar and transfer agent for the Common Shares and the Warrant Agent, at its principal office in Vancouver, British Columbia, has been duly appointed as the warrant agent in respect of the Warrants.
(xxxii) Entitlement to Proceeds. Except as disclosed in Section 4(xxxii) of the Disclosure Schedule, there is no person or entity, other than the Company and the Agent, in accordance with the terms of this Agreement, that is or will be entitled to demand the proceeds of the Offering.
(xxxiii) Fees and Commissions. Other than the Agent, there is no person acting or purporting to act at the request of the Company who is entitled to any brokerage, agency or other fiscal advisory or similar fee in connection with the transactions contemplated herein.
(xxxiv) Listed Issuer Financing Exemption. During the 12 months prior to the date of this Agreement, the Company has raised $0 using the Listed Issuer Financing Exemption and is not otherwise raising funds under the Listed Issuer Financing Exemption other than in the Offering.
(xxxv) Financing Document. All information and statements contained in the Financing Document are true and correct, in all material respects. The Financing Document, together with any document filed under applicable Securities Laws on or after July 13, 2022, contains disclosure of all material facts about the securities being distributed in the Offering and does not contain a misrepresentation. The Financing Document complies with the requirements of applicable Securities Laws.
(xxxvi) Reporting Issuer. The Company is and has been a reporting issuer in at least one jurisdiction of Canada for the 12 months immediately before the date that the Company filed the news release announcing the Offering.
(xxxvii) Listed Securities. The Company has a class of securities listed for trading on an exchange recognized by a securities regulatory authority in a jurisdiction of Canada.
(xxxviii) Status of Operations. The Company’s operations have not ceased or its principal asset is not cash or cash equivalents, or its exchange listing.

(xxxix) Continuous Disclosure. The Company has filed all periodic and timely continuous disclosure documents that it is required to have filed by each of the following:
A. applicable securities legislation;
B. an order issued by the regulator or securities regulatory authority; and
C. an undertaking to the regulator or securities regulatory authority;
(xl) Use of Proceeds. The Company does not plan to use the proceeds from the Offering towards:
A. an acquisition that is a significant acquisition under Part 8 of National Instrument 51-102 - Continuous Disclosure Obligations ;
B. a restructuring transaction as such term is defined in National Instrument 51-102 - Continuous Disclosure Obligations ; and
C. any other transaction that requires approval of any security holder under the corporate law of the jurisdiction in which the Company is incorporated or continued, any requirement of the exchange on which the Company’s listed equity securities are listed for trading, or the Company’s constating documents.
(xli) Aggregate Funds Raised. The total dollar amount of the Offering, combined with the dollar amount of all other distributions made by the Company under section 5A.2 of NI 45-106 during the 12 months immediately before the date of the issuance of the news release announcing the Offering, will not exceed the greater of the following: (i) $5,000,000; or (ii) 10% of the aggregate market value of the Company’s listed securities, on the date the Company issued the news release announcing the Offering, to a maximum total dollar amount of $10,000,000.
(xlii) Increase in Securities or Debt. The Offering, combined with all other distributions made by the Company under section 5A.2 of NI 45-106 during the 12 months immediately before the date of the issuance of the news release announcing the Offering, will not result in an increase of more than 100% of the number, or, in the case of debt, of the principal amount, of the Company’s issued and outstanding securities, as of the date that is 12 months before the date of the news release.
(xliii) Sufficient Capital. The Company reasonably expects that, on completion of the Offering, the Company will have sufficient available funds to meet its business objectives and all liquidity requirements for a period of 12 months.

Financial Matters

(xliv) Financial Statements. The Financial Statements:

A. present fairly, in all material respects, the financial position of the Company on a consolidated basis and the statements of operations, retained earnings, cash flow from operations and changes in financial information of the Company on a consolidated basis for the periods specified in such Financial Statements;
B. have been prepared in conformity with IFRS, applied on a consistent basis throughout the periods involved;
C. do not contain any misrepresentations with respect to the period covered by the Financial Statements, such that the Financial Statements would not be true and correct in every material respect; and
D. comply with Canadian Securities Laws, including without limitation, NI 51-102 - Continuous Disclosure Obligations and NI 52-107 – Accounting Principles and Auditing Standards .
(xlv) Accounting Policies. There has been no change in accounting policies or practices of the Company or its subsidiaries since September 30, 2022, except as required by IFRS or as disclosed in the Financial Statements.
(xlvi) Contingent Liabilities. Neither the Company, nor any of the Subsidiaries has any liabilities, obligations, indebtedness or commitments, whether accrued, absolute, contingent or otherwise, which are not disclosed or referred to in the Financial Statements or referred to or disclosed herein, other than liabilities, obligations, or indebtedness or commitments, which would not, individually or in the aggregate, have a Material Adverse Effect.
(xlvii) Off-Balance Sheet Transactions . There are no material off-balance sheet transactions, arrangements, obligations or liabilities of the Company or its subsidiaries whether direct, indirect, absolute, contingent or otherwise which are required to be disclosed and are not disclosed or reflected in the Financial Statements.
(xlviii) Indebtedness . Other than as disclosed in the Financial Statements, or incurred subsequent to the date of the Financial Statements and disclosed in the Public Record, neither the Company nor the Subsidiaries is party to any material Debt Instrument or has any material loans or other indebtedness outstanding with any of its shareholders, officers, directors or employees, past or present, or any person not dealing at arm’s length with the Company or the Subsidiaries.
(xlix) No Material Change. Other than as disclosed in the Public Record, since December 31, 2022:
A. there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), Business,

condition (financial or otherwise) or results of operations of the Company and the Subsidiaries, on a consolidated basis;

B. there has not been any material change in the capital stock or longterm debt of the Company and the Subsidiaries, on a consolidated basis; and
C. the Company and the Subsidiaries have carried on their respective businesses in the ordinary course.
(l) Independent Auditors. The auditors who reported on and certified the Financial Statements for the fiscal years ended September 30, 2022 and 2021 and who provided their respective audit reports thereon are independent with respect to the Company within the meaning of Canadian Securities Laws and there has never been a “reportable event” (within the meaning of National Instrument 51-102- Continuous Disclosure Obligations ) with any past or present auditors of the Company during the last three years. The present auditors of the Company have not provided any material comments or recommendations to the Company regarding its accounting policies, internal control systems or other accounting or financial practices that have not been implemented by the Company.

Compliance with Canadian Securities Laws and Corporate and Taxation Laws

(li) Reporting Issuer Status. As at the date hereof, the Company is a “reporting issuer” in each of the Reporting Jurisdictions, within the meaning of Canadian Securities Laws in such jurisdictions and is not currently in default of any requirement of the Canadian Securities Laws of such jurisdictions and the Company is not included on a list of defaulting reporting issuers maintained by any of the Securities Regulators of such jurisdictions. In particular, without limiting the foregoing, the Company has at all times and in all material respects complied with its obligations to make timely disclosure of all material changes and material facts relating to it and there is no material change or material fact relating to the Company or the Subsidiaries which has occurred and with respect to which the requisite news release has not been disseminated or material change report, as applicable, has not been filed with the Securities Regulators in the Reporting Jurisdictions.
(lii) No Suspension or Cease Trade Orders. No order ceasing or suspending trading in securities of the Company or prohibiting the sale of securities by the Company has been issued by an exchange or securities regulatory authority, and no proceedings for this purpose have been instituted, or are, to the Company’s knowledge, pending, contemplated or threatened.
(liii) Form of Share Certificates . The form of certificate respecting the Common Shares has been approved and adopted by the board of directors of the Company and does not conflict with any applicable laws and complies with the constating documents of the Company and the rules and regulations of the TSXV.

(liv) Stock Exchange Compliance . The Company is, and will at the Closing Time be, in compliance in all material respects with the by-laws, rules and regulations of the TSXV.
(lv) Listing of Shares. The Common Shares are listed and posted for trading on the TSXV, and the Company has applied to list the Unit Shares, Warrant Shares, Compensation Unit Shares and Compensation Warrant Shares on the TSXV and neither the Company nor its Subsidiaries have taken any action which would be reasonably expected to result in the delisting or suspension of the Common Shares on or from the TSXV.
(lvi) Filings and Fees . All filings and fees required to be made and paid by the Company and the Subsidiaries pursuant to applicable corporate laws, Canadian Securities Laws and other applicable laws, regulations or rules have been made and paid or will be paid.
(lvii) Filing of Confidential Material Change Report . The Company has not filed any confidential material change reports or similar confidential report with any Securities Regulators in Canada that are still maintained on a confidential basis.
(lviii) Taxes . All material Taxes due and payable by the Company or the Subsidiaries have been paid except for where the failure to pay such Taxes would not constitute an adverse material fact of the Company and the Subsidiaries, on a consolidated basis, or result in an adverse material change to the Company and the Subsidiaries, on a consolidated basis. All material tax returns, declarations, remittances and filings required to be filed by the Company or the Subsidiaries have been filed with all appropriate governmental authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of the Company and the Subsidiaries, on a consolidated basis, or result in an adverse material change to the Company and the Subsidiaries, on a consolidated basis. To the best of the knowledge of the Company, no examination by any governmental authority of any material tax return of the Company or the Subsidiaries is currently in progress except in the ordinary course and there are no issues or disputes outstanding with any governmental authority respecting any Taxes of a material amount that have been paid, or may be payable, by the Company, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact of the Company and the Subsidiaries, on a consolidated basis, or result in an adverse material change to the Company and the Subsidiaries, on a consolidated basis.
(lix) Qualified Investments. The Unit Shares, Warrants and Warrant Shares will be qualified investments under the Income Tax Act (Canada) and the regulations thereunder for trusts governed by registered retirement savings plans, registered retirement income funds, registered education savings plans, deferred profit sharing plans, registered disability savings plans and tax free savings accounts (each a

“ Registered Plan ”) provided in the case of the Warrants that neither the Company, nor any person with whom the Company does not deal at arm’s length, is an annuitant, a beneficiary, an employer or a subscriber under or a holder of such Registered Plan.

Disclosure

(lx) Accuracy of Disclosure. The Company is in material compliance with all continuous disclosure obligations under Canadian Securities Laws.
(lxi) Forward-Looking Information . With respect to forward-looking information contained in the Public Record, such information is based on or derived from sources which the Company believes to be reliable and accurate and represents the Company’s good faith estimates and the Company had a reasonable basis for the forward-looking information at the time the disclosure was made.

Intellectual Property and Information Technology

(lxii) Intellectual Property .
A. Each of the Company and the Subsidiaries, as applicable, validly owns or possesses all necessary rights and interests in and to all patents, patent applications, trademarks, trademark registrations, service marks, service mark registrations, trade names, brand names, franchise rights, copyrights, domain names, licences, Software, inventions, trade secrets, industrial designs, know-how, formulae, processes, inventions and other similar rights and all associated registrations and applications, as they exist anywhere in the world and whether registered or unregistered, including all moral rights (collectively, “ intellectual property ”) necessary for the conduct of the Business as currently conducted or proposed to be conducted except where any failure would not reasonably be expected to be material. The intellectual property owned by, licensed to or otherwise held by the Company or the Subsidiaries, as applicable, to the Company’s knowledge, is so held free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands of any kind whatsoever except in relation to Debt Instruments disclosed in the Public Record. To the Company’s knowledge, there are no material restrictions on the ability of the Company or the Subsidiaries to use and otherwise exploit material intellectual property owned by, licensed to, subject to the terms and conditions of the applicable license or similar arrangement for IP that is licensed to or otherwise held but not owned by the Company, or otherwise held by the Company or the Subsidiaries. To the Company’s knowledge, none of the material intellectual property owned by the Company or the Subsidiaries comprises an improvement that would give any Person any rights to

such intellectual property, including rights to license such intellectual property except where any failure would not reasonably be expected to be material. There are no current or pending, and to the Company’s knowledge, threatened, actions, suits, proceedings, claims or challenges by any other Person with respect to the intellectual property owned by, licensed to or otherwise held by the Company or the Subsidiaries, including as to validity or scope, or the rights of the Company or the Subsidiaries with respect to its owned, licensed or otherwise held intellectual property, including by suggesting that such other Person and not the Company has a claim of legal or beneficial ownership or other claim or interest in such intellectual property, and to the Company’s knowledge, no fact which could form a reasonable basis for any such actions, suits, proceedings, claims or challenges that would materially impact the Business.

B. The Company is the sole legal and beneficial owner of, has good and marketable title to, and owns all right, title and interest in all Company IP, all of which is set forth in Section 4(lxii)B of the Disclosure Schedule, free and clear of all encumbrances, charges, covenants, conditions, options to purchase and restrictions or other adverse claims or interests of any kind or nature and the Company has no knowledge of any claim of adverse ownership in respect thereof. No consent of any person is necessary to make, use, reproduce, license, sell, modify, update, enhance or otherwise exploit any Company IP and no Company IP comprises an improvement to Licensed IP that would give any person any rights to Company IP including rights to license Company IP.
C. Neither the Company nor any Subsidiary has received any notice or claim (whether written, oral or otherwise) challenging its ownership or right to use of any Company IP 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 Company’s knowledge, is there a reasonable basis for any claim that any person other than the Company or any Subsidiary have any claim of legal or beneficial ownership or other claim or interest in any Company IP.
D. To the knowledge of the Company, no person has infringed or misappropriated, or is infringing or misappropriating, any rights of the Company or any Subsidiary in or to any Company IP;
E. To the knowledge of the Company, the Business as now conducted has not and does not, and as proposed to be conducted will not, infringe or conflict with the intellectual property rights of any other Person and no claim has been made against the Company or any Subsidiary alleging the infringement by the Company or any

Subsidiary of any intellectual property rights of any other Person. To the knowledge of the Company, there is no infringement by third parties of any intellectual property owned by, licensed to or otherwise held by the Company or any Subsidiary, as applicable. Neither the Company nor any Subsidiary has not brought or threatened any action, suit, proceeding, claim or challenge against third parties for any unauthorized use, disclosure, misappropriation or infringement of any intellectual property owned by, licensed to or otherwise held by the Company or for any material breach of any license or agreement involving any such intellectual property.

F. All Company IP was created or developed only by individuals during the course of their employment with the Company or by contractors or consultants in the course of their engagements with the Company (hereinafter referred to in this Section as “ Developers ”). All Developers, at the time they created or developed the Company IP , were either full-time employees of the Company or any Subsidiary or were contractors who assigned all rights in the Company IP , including any and all worldwide proprietary rights, to the Company pursuant to written agreements, and to the knowledge of the Company, the Developers did not incorporate any previously existing work product or other materials proprietary to the Developers or any third party (other than Licensed IP) in such creation or development. All Developers have waived in writing their moral rights in and to the Company IP to the extent the applicable jurisdiction in which such Developers were located protects moral rights.
G. The Company and the Subsidiaries, as applicable, have entered into valid and enforceable written agreements pursuant to which the Company and the Subsidiaries have been granted all licenses and permissions to use, reproduce, sub-license, sell, modify, update, enhance or otherwise exploit the Licensed IP to the extent required to operate all aspects of the business of the Company and the Subsidiaries currently conducted or proposed to be conducted (including, if required, the right to incorporate such Licensed IP into Company IP). All license agreements in respect of Licensed IP are in full force and effect and none the Company nor the Subsidiaries, nor, to the knowledge of the Company, any other person, is in default of its obligations thereunder except for any default which would not materially impact the Company or the Subsidiaries or their property or assets.
H. The Company and the Subsidiaries, as applicable, have implemented and maintained industry standard practices to protect and maintain the confidentiality of all material trade secrets and other material confidential proprietary information forming part of

or in relation to the intellectual property owned by, licensed to or otherwise held by the Company or the Subsidiary, as applicable, and none of such information has become, to the knowledge of the Company, part of the public domain or knowledge. To the extent that any such material intellectual property is licensed or disclosed to any Person by the Company, or a Subsidiary, as applicable, or any Person has been provided access by the Company or a Subsidiary, as applicable, to any such intellectual property (including but not limited to any employee, officer, director, shareholder, consultant, contractor or service provider of the Company), except as would not be expected to have a Material Adverse Effect, the Company or the Subsidiary, as applicable, has entered into a valid and enforceable written agreement which contains terms and conditions prohibiting the unauthorized use, reproduction, disclosure, reverse engineering or transfer of such intellectual property by such Person and, to the knowledge of the Company, there has been no breach of any such agreement. To the knowledge of the Company, no Person has inappropriately used, reproduced, divulged or misappropriated any such confidential proprietary information or has reverse engineered or is attempting to reverse engineer any of the intellectual property owned by, licensed to or otherwise held by the Company or a Subsidiary, as applicable.

I. None of the rights of the Company or a Subsidiary, as applicable, in the intellectual property owned by, licensed to or otherwise held by the Company or a Subsidiary, as applicable, will, to the Company’s knowledge, be impaired or affected in any material way by the transactions contemplated by this Agreement.
J. To the Company’s knowledge, all of the material registered intellectual property owned by, licensed to or otherwise held by the Company or a Subsidiary, as applicable, has been maintained and renewed in accordance with all applicable laws and the Company’s business objectives.
K. To the Company’s knowledge, all applications for registration of any Registered IP and any Licensed IP, as applicable, are in good standing, and have been filed in a timely manner in the appropriate offices to preserve the rights thereto and, in the case of a provisional patent application, all right, title and interest in and to the invention(s) disclosed in such provisional patent application have been assigned in writing (without any express right to revoke such assignment) to the Company or the Subsidiary, as applicable. Such applications for registration have been prosecuted, and are being prosecuted, diligently. There has been no public disclosure, sale or offer for sale of any intellectual property owned by, licensed to or otherwise held by the Company or other information that may

prevent the valid issue of all available intellectual property rights in such intellectual property. All material prior art or other information has been disclosed to the appropriate offices as required according to the local laws in the jurisdictions where the patent applications owned by, licensed to or otherwise held by the Company or a Subsidiary, as applicable, are pending.

L. All registrations of Registered IP are in good standing in all material respects and are recorded in the name of either the Company or a Subsidiary 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. No registration of Registered IP has expired, become abandoned, been cancelled or expunged, or has lapsed for failure to be renewed or maintained.
(lxiii) Software. To the knowledge of the Company, the computer and data processing systems, facilities and services used by the Company and the Subsidiaries are free of any material defects, bugs and errors, and do not contain any disabling codes or instructions, spyware, trojan horses, worms, viruses or other Software routines that permit or cause unauthorized access to, or disruption, impairment, disablement, or destruction of, Software, data or other materials wherein any trade secrets or proprietary information of any of the Company or the Subsidiaries has been disclosed to a third party.
(lxiv) Research and Development . To the knowledge of the Company, all product research and development activities, including quality assurance, quality control, testing, and research and analysis activities, conducted by or on behalf of the Company or any Subsidiary in connection with the Business are being conducted in accordance with standard industry practices and in compliance with all industry, safety, management and training standards and regulations applicable to the Business; all processes, procedures and practices, required in connection with such activities, are in place as necessary to satisfy standard industry practices and are being complied with, in all material respects.
(lxv) Data Security. The Company and the Subsidiaries, as applicable, have made backups of all material Software and databases used by them and maintain such backups at a secure off-site location. Each of the Company and the Subsidiaries, as applicable, has taken all reasonable steps: (i) to maintain the integrity and security of its systems and network infrastructure in connection with the Business; and (ii) to protect the information technology and communication systems used in connection with the Business from contamination, corruption, computer viruses, firewall breaches, sabotage, hacking or other Software routines or hardware components that would permit unauthorized access or the unauthorized disablement, theft or erasure of its information technology or communication systems or Software. The Company and the Subsidiaries, as applicable, have disaster recovery and security plans and procedures in place and to their knowledge, there have been no unauthorized intrusions into, breaches of the security of, or

unauthorized disablement, theft or erasure of, the information technology, communication systems or Software used in connection with the Business

(lxvi) Privacy Protection. Each of the Company and the Subsidiaries, as applicable, has reasonable security measures and safeguards in place, consistent with generally accepted industry practice, designed to protect all personal information it may collect from users of its products and other parties from illegal or unauthorized access or use by its personnel or third parties or access or use by its personnel or third parties in a manner that violates the privacy or confidentiality rights of such parties. The Company and the Subsidiaries, as applicable, have complied, in all material respects, with all applicable privacy and consumer protection legislation and have not collected, received, stored, disclosed, transferred, used, misused or permitted unauthorized access to any information protected by privacy laws, whether collected directly or from third parties, in an unlawful manner. The Company and the Subsidiaries, as applicable, have taken all customary and reasonable steps to protect personal information against loss or theft and against unauthorized access, copying, use, modification, disclosure or other misuse.
(lxvii) Possession of Certifications and Authorizations . The Company and the Subsidiaries have obtained all Certifications issued by the appropriate federal, provincial, regional, state, local or foreign regulatory agencies or bodies necessary to carry on their Business as currently conducted. The Company and the Subsidiaries are in material compliance with the terms and conditions of all such Certifications. All of such Certifications are valid, in full force and effect and in good standing. The Company and the Subsidiaries have not received and are not otherwise aware of any notice of proceedings relating to the revocation, limitation or other adverse modification of any such Certifications or any notice advising of the refusal to grant any Certification that has been applied for or is in process of being granted, and no such revocation, limitation, other adverse modification or refusal has been threatened.

Environmental Matters

(lxviii) Environmental Laws . With respect to the Company and the Subsidiaries:

A. there has not been a material breach of any Environmental Laws;
B. there have been no claims of, complaints of, to the knowledge of the Company, notices of, or prosecutions for an offence alleging, noncompliance with any Environmental Laws, and there have been no material settlements of any allegation of non-compliance short of prosecution and there are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made or any notice of same; and

C. there are no material ongoing environmental audits, evaluations, assessments, studies or tests being conducted, except for ongoing audits, evaluations, assessments, studies or tests being conducted in the ordinary course.

Litigation, Compliance, Anti-Corruption/Anti-Money Laundering

(lxix) Actions, Proceedings and Investigations . To the knowledge of the Company, there are no actions, proceedings or investigations (whether or not purportedly by or on behalf of the Company or any of its subsidiaries) commenced, threatened, or pending, against or affecting the Company, the Subsidiaries or to which their respective assets are subject at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any Governmental Entity and the Company and the Subsidiaries are not subject to any judgments, orders, writs, injunctions, decrees, awards, rules, policies or regulations of any Governmental Entity which either separately or in the aggregate would have a Material Adverse Effect on the Company, and the Subsidiaries (on a consolidated basis) or on the Company’s or, as applicable, a Subsidiary’s ability to perform its obligations under the Transaction Documents.
(lxx) Notice of Restrictions on Business . Neither the Company nor the Subsidiaries has received notice from any Governmental Entity or regulatory authority of any jurisdiction in which it carries on a material part of its Business, or owns or leases any material property, of any restriction on its ability to or of a requirement for it to qualify to, nor is it otherwise aware of any restriction on its ability to or of a requirement for it to qualify to, conduct its Business as currently conducted or as currently contemplated to be conducted in the future in such jurisdiction, except that would not result in a Material Adverse Effect to the Company or the Subsidiaries.
(lxxi) Judgements, etc . There are no judgments against the Company or any of its subsidiaries that are unsatisfied, nor are there any consent decrees or injunctions to which the Company or any Subsidiary is subject.
(lxxii) Change in Legislation . The Company is not aware of any legislation, regulation or change in government position published or contemplated by a legislative body or Governmental Entity, which it anticipates will materially and adversely affect the Business (as currently carried on or proposed to be carried on), affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Company and the Subsidiaries, on a consolidated basis.
(lxxiii) Anti - Corruption/Anti-Money Laundering . Neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any of the directors, officers, employees or agents of the Company or the Subsidiaries, has made any bribe, payoff, influence payment, kickback or unlawful contribution or other payment to any official of, or candidate for, any federal, state, provincial or foreign office, failed to disclose fully any contribution, in violation of any law, made any payment

to any foreign, Canadian, United States or provincial or state governmental officer or official or other person charged with similar public or quasi-public duties, or violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, the Corruption of Foreign Public Officials Act (Canada), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (United States) or any similar law, regulation or statute in any applicable jurisdictions and the Company has instituted and maintains policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance with such laws.

Employment Matters

(lxxiv) Labour Matters. No material work stoppage, strike, lock-out, labour disruption, dispute, grievance, arbitration, proceeding or other conflict with the employees of the Company or the Subsidiaries currently exists or, to the knowledge of the Company, is imminent or pending and the Company and the Subsidiaries are in material compliance with all provisions of all federal, national, regional, provincial, local and foreign laws and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours.
(lxxv) Employment Standards. There are no material complaints against the Company or the Subsidiaries before any employment standards branch or tribunal or human rights tribunal, nor, to the knowledge of the Company, any complaints or any occurrence which would reasonably be expected to lead to a complaint under any human rights legislation or employment standards legislation that would be material to the Company. There are no outstanding decisions or settlements or pending settlements under applicable employment standards legislation which place any material obligation upon the Company or the Subsidiaries to do or refrain from doing any act.
(lxxvi) Compliance with Labour and Health and Safety Laws. The Company and the Subsidiaries are in material compliance with all applicable laws and regulations respecting employment and employment practices, workers’ compensation, occupational health and safety and similar legislation, including payment in full of all amounts owing thereunder, and there are no pending claims or outstanding orders of a material nature against any of them under applicable workers’ compensation legislation, occupational health and safety or similar legislation nor has any event occurred which may give rise to any such material claim.
(lxxvii) Collective Bargaining Agreements . The Company and/or the Subsidiaries are not party to any collective bargaining agreements with unionized employees. To the knowledge of the Company, no action has been taken or is being contemplated to organize or unionize any other employees of the Company or the Subsidiaries that would have a Material Adverse Effect.

(lxxviii) Employee Plans. Other than as disclosed in the Public Record, there are no material plans related to retirement, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive or otherwise contributed to or required to be contributed to, by the Company for the benefit of any current or former director, officer, employee or consultant of the Company.
(lxxix) Accruals . Other than as provided in the Financial Statements, or accrued in the ordinary course since the date thereof, there are no accruals for unpaid vacation pay, premiums for unemployment insurance, health premiums, federal or state pension plan premiums, accrued wages, salaries and commissions and employee benefit plan payments that are required to be reflected in the books and records of the Company or the Subsidiaries.
(lxxx) COVID-19. Except as mandated by or in conformity with the recommendations of a Governmental Entity, which government mandates have not materially affected the Company or any of the Subsidiaries, there has been no closure or suspension of the operations or workforce productivity of the Company or the Subsidiaries as a result of the novel coronavirus disease outbreak (the “ COVID-19 Outbreak ”). The Company and the Subsidiaries have been monitoring the COVID-19 Outbreak and the potential impact at all of their operations and have put appropriate control measures in place to ensure the wellness of all of their employees while continuing to operate.
Representations, Warranties and Covenants of the Agent. The Agent hereby represents, warrants and covenants to the Company and acknowledge that the Company is relying upon such representations, warranties and covenants, that:
(i) Compliance with Securities Laws. In respect of the offer and sale of the Units, the Agent has and will conduct its activities in connection with the Offering in compliance with all applicable Securities Laws and the provisions of this Agreement.
(ii) Duly Registered . The Agent is duly registered pursuant to the provisions of applicable Securities Laws, and is duly registered or licensed as an investment dealer in those jurisdictions in which it is required to be so registered in order to perform the services contemplated by this Agreement, or if or where not so registered or licensed, the Agent will act only through members of the Selling Group who are so registered or licensed.
(iii) Sufficient Authority . The Agent has good and sufficient right and authority to enter into this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein.

(iv) No Representations . The Agent shall not make any representation or warranty with respect to the Units in connection with the Offering, other than as set forth in this Agreement.
(v) General Solicitation or General Advertising . The Agent and its respective affiliates and representatives has not engaged in or authorized, and will not engage in or authorize, any form of General Solicitation or General Advertising in connection with or in respect of the Offering.
(vi) No Prospectus or Registration Requirement . The Agent has not and will not, directly or indirectly, solicit offers to purchase or sell the Units so as to require the filing of a prospectus, registration statement, offering memorandum or similar document with respect thereto or the provision of a contractual right of action under the laws of any jurisdiction, or to require the Company to comply with ongoing filing or continuous disclosure or other similar requirements.
(vii) Accredited Investor . The Agent is qualified as an “accredited investor”, as such term is defined in NI 45-106 and if resident in Ontario as such term is defined in Section 73.3 of the Securities Act (Ontario), by virtue of being registered under the securities legislation of a jurisdiction of Canada as an advisor or dealer.
(viii) U.S. Securities Laws (Compensation Options) . The Agent acknowledges that the Compensation Securities have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States. In connection with the issuance of the Compensation Options, the Agent represents, warrants and covenants that: (i) it is acquiring the Compensation Options as principal for its own account and not for the benefit of any other person; (ii) it is not a U.S. Person and is not acquiring the Compensation Options in the United States, or on behalf, or for the benefit or account, of a U.S. Person or a person located in the United States; and (iii) this Agreement was executed and delivered outside the United States. The Agent acknowledges and agrees that the Compensation Options may not be exercised in the United States or by, or on behalf or for the benefit of, a U.S. Person or a person in the United States, unless such exercise is not subject to registration under the U.S. Securities Act or the securities laws of any state of the United States.
Closing Deliveries. The purchase and sale of the Units shall be completed at the Closing Time at the offices of Fasken Martineau DuMoulin LLP in Vancouver, British Columbia or at such other place or time as the Agent and the Company may agree upon, with delivery of any physical certificates representing the Warrants and the Compensation Option Certificates being delivered in Vancouver on the Closing Date. At the Closing Time, the Company shall duly and validly deliver to the Agent: (a) the Unit Shares and Warrants, by way of electronic deposit or definitive certificated form as directed by the Agent, against payment by the Agent to the Company of the Aggregate Subscription Price therefor, by electronic money transfer as directed by the Company; and (b) payment of the Commission and the expenses of the Agent and the Compensation Option Certificates representing the Compensation Options referred to in Sections 9 and 10 hereof by the Company to the Agent. The Agent may discharge its payment obligations under this Section 6 by the transfer of funds by electronic money transfer from the Agent to the Company’s designated

bank account, which shall be a bank account in Canada, equal to the Aggregate Subscription Price less the Commission and the expenses of the Agent, including the fees and disbursements of counsel to the Agent, as set out in Sections 9 and 10 hereof.

Closing Conditions. The following are conditions precedent to the obligations of the Agent to complete the Closing and to purchase or arrange for the purchase of the Units at the Closing Time, and which conditions are to be satisfied by the Company at or before the Closing Time:
(a) the Agent shall have received a certificate dated the Closing Date, signed by the Chief Executive Officer and interim Chief Financial Officer of the Company, or such other officers of the Company as the Agent may agree, addressed to the Agent with respect to the notice of articles and articles of the Company, all resolutions of the Company’s board of directors relating to the Transaction Documents and the transactions contemplated hereby and thereby, the incumbency and specimen signatures of signing officers of the Company in the form of a certificate of incumbency and such other matters as the Agent may reasonably request;
(b) the Company will deliver a certificate of the Company signed on behalf of the Company, but without personal liability, by the Chief Executive Officer of the Company and the interim Chief Financial Officer of the Company or such other senior officers of the Company as may be acceptable to the Agent, acting reasonably, addressed to the Agent and dated the Closing Date, in form and content satisfactory to the Agent, acting reasonably, certifying that:
(i) to the knowledge of such officers and the Company, no order, ruling or determination having the effect of suspending the sale of the Common Shares or any securities of the Company has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened by any regulatory authority;
(ii) there has been no adverse material change (actual, proposed or prospective, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Company and the Subsidiaries, on a consolidated basis, since March 31, 2023 to the date of this Agreement which has not been disclosed to the Agent;
(iii) the representations and warranties of the Company contained in this Agreement are true and correct in all material respects (or, if qualified by materiality, in all respects) at the Closing Time, with the same force and effect as if made by the Company as at the Closing Time after giving effect to the transactions contemplated hereby, except for such representations and warranties that are in respect of a specific date in which case such representations and warranties were true and correct in all material respects as of such date; and

(iv) the Company has complied with all the covenants and satisfied all the terms and conditions of this Agreement, in all material respects, on its part to be complied with or satisfied, other than conditions which have been waived by the Agent, at or prior to the Closing Time;
(c) the Agent shall have received evidence that all requisite approvals, consents and acceptances of the appropriate regulatory authorities, including the conditional approval of the TSXV, required to be made or obtained by the Company in order to complete the Offering have been made or obtained;
(d) the issuance of the Unit Shares, the Warrants, the Warrant Shares, the Compensation Options, the Compensation Unit Shares, the Compensation Unit Warrants and the Compensation Warrant Shares and the listing of the Unit Shares, the Warrant Shares, the Compensation Unit Shares and the Compensation Warrant Shares shall have been conditionally approved by the TSXV and the TSXV will have granted permission to close, subject only to satisfaction by the Company of certain standard post-closing conditions imposed by the TSXV;
(e) the Agent shall have received favourable legal opinions addressed to the Agent and the Purchasers, in form and substance satisfactory to the Agent’s counsel, acting reasonably, dated the Closing Date, from Fasken Martineau DuMoulin LLP, counsel to the Company, and where appropriate local counsel to the Company in the other Selling Jurisdictions, which counsel in turn may rely to the extent appropriate in the circumstances, as to matters of fact, on certificates of auditors, public officials and officers of the Company, with respect to the following matters:
(i) as to the incorporation and subsistence of the Company under the laws of the Province of British Columbia and as to the corporate power and capacity of the Company to enter into and carry out its obligations under the Transaction Documents and to create, issue and sell, as applicable, the Units, the Unit Shares, the Warrants, the Warrant Shares and the Compensation Securities;
(ii) as to the Company being a “reporting issuer” not on the list of defaulting reporting issuers maintained pursuant to Canadian Securities Laws in the Reporting Jurisdictions;
(iii) as to the authorized and issued capital of the Company;
(iv) the Company has all requisite corporate power and capacity under the laws of the Province of British Columbia to carry on its business as presently carried on and to own, lease and operate its properties and assets;
(v) the execution and delivery of the Transaction Documents, the performance by the Company of its obligations thereunder, and the creation, sale and issuance, as applicable, of the Units, the Unit Shares, the Warrants, the Warrant Shares and the Compensation Securities, do not constitute and will not constitute with notice or lapse of time or both notice and lapse of time, a breach of or a default under any corporate or securities statute or regulation

of the Province of British Columbia or any federal statute or regulation of Canada having the force of law binding upon the Company, and do not and will not conflict with the articles or notice of articles of the Company or any resolutions of the shareholders or directors (including committees of the board of directors) of the Company;

(vi) each of the Transaction Documents have been duly authorized, executed and delivered by the Company, and constitute a valid and legally binding obligation of the Company enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, liquidation, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and the qualification that the enforceability of rights of indemnity and contribution may be limited by applicable law;
(vii) the Financing Document has been duly executed and the execution and filing of the Financing Document on SEDAR has been duly authorized by all necessary corporate action by the Company;
(viii) the Unit Shares have been, upon payment, duly and validly authorized and issued as fully paid and non-assessable Common Shares;
(ix) the Warrants have been duly and validly created and issued and the Warrant Shares have been reserved and allotted for issuance and upon the receipt of payment therefor by the Company and the issue thereof upon exercise of the Warrants in accordance with the provisions of the Warrant Indenture, the Warrant Shares will be duly and validly issued as fully paid and nonassessable Common Shares;
(x) the Compensation Options have been duly and validly created and issued and the Compensation Unit Shares have been reserved for issuance and upon the receipt of payment therefor by the Company and the issue thereof upon exercise of the Compensation Options in accordance with the provisions of the Compensation Option Certificates, the Compensation Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares;
(xi) the Compensation Unit Warrants have been validly created and duly authorized by the Company and upon their issuance in accordance with the terms of this Agreement, the Compensation Option Certificate and the Warrant Indenture, will constitute legally binding agreements of the Company, enforceable in accordance with the terms of the Warrant Indenture;
(xii) the Compensation Warrant Shares have been validly authorized, reserved and allotted for issuance, and upon due exercise of the Compensation Unit Warrants in accordance with the Warrant Indenture, the Compensation

Warrant Shares will be validly issued as fully paid and non-assessable Common Shares;

(xiii) the issuance and sale by the Company of the Unit Shares and the Warrants to the Purchasers, and the issuance by the Company of the Compensation Options to the Agent, in accordance with the terms of this Agreement are exempt from the prospectus requirements of applicable Securities Laws in the Canadian Selling Jurisdictions and no document is required to be filed under the applicable Securities Laws in the Canadian Selling Jurisdictions and, except as have been obtained or completed, no proceeding is required to be taken and no approval, permit, consent, authorization or filing by the Company is required under applicable Securities Laws in the Canadian Selling Jurisdictions to permit such issuance and sale; it being noted, however, that the Company is required to file or cause to be filed with the applicable Securities Regulators, a report on Form 45-106F1 prepared and executed pursuant to NI 45-106, together with the prescribed filing fee, within 10 days following the Closing Date;
(xiv) the issuance by the Company of the Warrant Shares upon the due exercise of the Warrants, and the issuance by the Company of the Compensation Unit Shares and Compensation Unit Warrants upon the due exercise of the Compensation Options, and the issuance by the Company of the Compensation Warrant Shares upon the due exercise of the Compensation Unit Warrants will be exempt from the prospectus requirements of applicable Securities Laws in the Canadian Selling Jurisdictions and no document is required to be filed under the applicable Securities Laws in the Canadian Selling Jurisdictions and, except as have been obtained or completed, no proceeding is required to be taken and no approval, permit, consent, authorization or filing by the Company is required under applicable Securities Laws in the Canadian Selling Jurisdictions to permit such issuance;
(xv) with the exception of the Financing Document, no document is required to be filed under the applicable Securities Laws in the Canadian Selling Jurisdictions and, except as have been obtained or completed, no proceeding is required to be taken and no approval, permit, consent, authorization or filing by the Company is required under applicable Securities Laws in the Canadian Selling Jurisdictions in connection with the first trade of the Unit Shares, the Warrants, the Warrant Shares, the Compensation Unit Shares and the Compensation Warrant Shares by the holders thereof, as the case may be, provided that certain standard conditions are satisfied;
(xvi) the Unit Shares, the Warrants, the Warrant Shares, the Compensation Options, the Compensation Unit Shares, the Compensation Unit Warrants and the Compensation Warrant Shares are not subject to the hold periods on first trade or resale under NI 45-106;

(xvii) the TSXV has conditionally accepted the Offering, subject only to satisfaction by the Company of certain standard post-closing conditions imposed by the TSXV;
(xviii) the Unit Shares and Warrants are “qualified investments” under the Income Tax Act (Canada) and the regulations thereunder for trusts governed by registered retirement savings plans, registered retirement income funds, registered education savings plans, registered disability savings plans, deferred profit sharing plans and tax free savings accounts;
(xix) the Transfer Agent, at its principal office in Toronto, Ontario, has been duly appointed as the transfer agent in respect of the Common Shares;
(xx) the Warrant Agent at its principal office in Vancouver, British Columbia, has been duly appointed as the warrant agent in respect of the Warrants; and
(xxi) as to such other matters as the Agent or its legal counsel may reasonably request prior to the Closing Time;
(f) the Agent shall have received a favourable legal opinion addressed to the Agent, in form and substance satisfactory to the Agent’s counsel, acting reasonably, dated the Closing Date, from Fasken Martineau DuMoulin LLP, counsel to the Company, which counsel in turn may rely to the extent appropriate in the circumstances, as to matters of fact, on certificates of auditors, public officials and officers of the respective Subsidiaries, with respect to the following matters:
(i) the incorporation and subsistence of the Subsidiaries;
(ii) the corporate power and capacity of the Subsidiaries, under the laws of their respective jurisdiction of existence to carry on its business as presently carried on and to own, lease and operate its properties and assets; and
(iii) the authorized and issued capital of the Subsidiaries, and the ownership thereof;
(g) the Agent shall have received a certificate of status or similar certificate with respect to each jurisdiction in which the Company and the Subsidiaries are existing each dated within one Business Day prior to the Closing Date;
(h) the Agent shall have received a letter from the Transfer Agent as to the issued and outstanding Common Shares as at the close of business on the Business Day prior to the Closing Date;
(i) the Agent shall have received a letter from the Warrant Agent confirming its appointment as warrant agent under the Warrant Indenture;

(j) the Warrant Indenture shall have been executed and delivered by the parties thereto in form and substance satisfactory to the Agent and its counsel, acting reasonably; and
(k) the Agent receiving such further certificates, opinions of counsel and other documentation from the Company contemplated herein and as reasonably requested, provided, however, that the Agent or its counsel shall request any such certificate or document within a reasonable period prior to the Closing Time that is sufficient for the Company to obtain and deliver such certificate, opinion or document and that such certificate and documents are customary requests for a transaction of this nature, type and size.

8. Rights of Termination

The Company and the Agent will use their commercially reasonable efforts to cause all conditions in this Agreement to be satisfied.

In addition to any other remedies which may be available to the Agent, the Agent shall be entitled, at its sole option, to terminate and cancel, without any liability on the part of the Agent or on the part of the Purchasers, all of its obligations (and those of any Purchasers arranged by it) under this Agreement, by written notice to that effect given to the Company at or prior to the Closing Time, if at any time prior to the Closing:

(a) there shall have occurred any material change in relation to the Company or change in a material fact, or there should be discovered (whether through the due diligence of the Agent or otherwise) any previously undisclosed material fact, which, in each case, in the sole opinion of the Agent, could reasonably be expected to result in a material adverse change in relation to the Company or have a Material Adverse Effect on the market price or value of the Common Shares or other securities of the Company;
(b) there should develop, occur or come into effect or existence any event, action, state, condition (including without limitation, natural disaster, public protest, terrorism, disease, virus, plague or accident) including any material escalation in the COVID19 Outbreak on or after the date of the Engagement Letter, or major financial, political or economic occurrence of national or international consequence or a new or change in any law or regulation which in the sole opinion of the Agent, adversely affects, or will, or could reasonably be expected to, adversely affect the financial markets or the business, operations or affairs of the Company and the Subsidiaries taken as a whole or the market price or value of the securities of the Company; or any order, inquiry, action, suit, investigation or other proceeding (whether formal or informal) is commenced, announced or threatened in relation to the Company or any of the Subsidiaries or any one of their senior officers or directors or any promoters, insiders or any principal shareholders of the Company where wrongdoing is alleged or any order is made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including the TSXV or securities commission which involves a

finding of wrongdoing, or any law or regulation is enacted or changed which in the sole opinion of the Agent, acting reasonably, operates or threatens to prevent, cease or restrict the issuance or trading of the securities of the Company by the Company, its officers, directors or principal shareholders or materially and adversely affects or will materially and adversely affect the market price or value of the securities of the Company;

(c) there is any material breach or failure by the Company to comply with any material terms, conditions or covenants in this Agreement, or in the event that any representation or warranty given by the Company in this Agreement becomes false in any material respect and is not rectified as at the Closing Time. The Agent may waive, in whole or in part, or extend the time for compliance with, any terms and conditions without prejudice to their respective rights in respect of any other of such terms and conditions or any other or subsequent breach or non-compliance, provided that any such waiver or extension will be binding upon the Agent only if the same is in writing and signed by it;
(d) an order shall have been made or threatened to cease or suspend trading in the Common Shares or any other securities of the Company, or to otherwise prohibit or restrict in any manner the distribution or trading of the Common Shares, Unit Shares, Warrant Shares, the Compensation Unit Shares, the Compensation Warrant Shares or any other securities of the Company, or proceedings are announced or commenced for the making of any such order by any securities regulatory authority or similar regulatory or judicial authority or the TSXV, which order has not been rescinded, revoked or withdrawn;
(e) the Agent is not satisfied, in its sole discretion, with its due diligence review and investigations; or
(f) the state of the financial markets in Canada or elsewhere it is planned to market the Units is such that, in the reasonable opinion of the Agent, the Units cannot be marketed profitably.

The rights of termination contained in Sections 8(a), 8(b), 8(c), 8(d), 8(e) and 8(f) may be exercised by the Agent and are in addition to any other rights or remedies the Agent may have in respect of any default, act or failure to act or non-compliance by the Company in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination by the Agent, there shall be no further liability on the part of the Agent to the Company or on the part of the Company to the Agent except in respect of any liability which may have arisen or may arise after such termination in respect of acts or omissions of the Company prior to such termination and in respect of Sections 10, 12, 23, 25 and 26.

Agent’s Compensation . In consideration of the services to be rendered by the Agent in connection with the Offering, the Company shall pay the Agent a cash commission (the “ Commission ”) equal to 7.0% of the gross proceeds from the Offering, other than in respect of the gross proceeds received from the sale of Units to certain Purchasers on the president’s list of the Company (the “ President’s List Purchasers ”), in respect of which the Commission shall be

equal to 3.5%. At the sole discretion of the Agent, the Agent may elect to receive all or a portion of the Commission in Units at the Subscription Price.

As additional consideration for the services to be rendered by the Agent in connection with the Offering, the Company shall issue to the Agent that number of compensation options (the “ Compensation Options ”) as is equal to 7.0% of the aggregate number of Units sold pursuant to the Offering, other than in respect of that number of Units sold to President’s List Purchasers, in respect of which the Company shall issue the Agents that number of Compensation Options as is equal to 3.5%. Each Compensation Option will entitle the holder thereof to acquire one unit of the Company (a “ Compensation Unit ”) at a price equal to the Subscription Price until the Expiry Time. Each Compensation Unit shall be comprised of one Common Share (a “ Compensation Unit Share ”) and one class A common share purchase warrant (a “ Compensation Unit Warrant ”), with each Compensation Unit Warrant exercisable at a price of $0.14 until the Expiry Time to purchase one additional Common Share (a “ Compensation Warrant Share ”). The obligation of the Company to pay the Commission and to issue the Compensation Options shall arise at the Closing Time. The Agent acknowledges and agrees that the Compensation Options, Compensation Unit Shares, Compensation Unit Warrants and Compensation Warrant Shares have not been registered under the U.S. Securities Act or any applicable securities laws of any state of the United States and may not be distributed into the United States or exercised in the United States and the Compensation Unit Shares, Compensation Unit Warrants and Compensation Warrant Shares may not be delivered to an address in the United States absent such registration or an applicable exemption therefrom.

Expenses. Whether or not the Offering is completed, the Company shall pay: (a) all expenses of or incidental to the creation, issue, sale or distribution of the Units; (ii) the fees and disbursements of the Company’s legal counsel; (iii) all costs incurred in connection with the preparation of the documents relating to the Offering; (iv) the reasonable fees and disbursements of the Agent’s legal counsel, which in the case of the Agent’s counsel, shall not exceed the maximum amount set out in the Engagement Letter (exclusive of taxes and disbursements, which shall be paid in addition to such fees); and (v) all reasonable fees and expenses (plus applicable taxes) of the Agent. All fees and expenses incurred by the Agent or on its behalf shall be payable by the Company immediately upon receiving an invoice therefor from the Agent and shall be payable whether or not the Offering is completed. At the option of the Agent, such fees and expenses may be deducted from the gross proceeds otherwise payable to the Company at Closing.
Survival of Representations and Warranties. All representations, warranties, covenants and agreements of the Company herein contained or contained in any documents submitted pursuant to this Agreement and in connection with the transactions herein contemplated shall survive the Closing and, notwithstanding such Closing or any investigation made by or on behalf of the Agent or the Purchasers with respect thereto, shall continue in full force and effect for the benefit of the Agent and the Purchasers for a period of three year following the Closing Date. For certainty, the provisions contained in this Agreement in any way related to the indemnification of the Agent by the Company or the contribution obligations of the Agent or those of the Company shall survive and continue in full force and effect, indefinitely, subject only to the applicable limitation period prescribed by law. The representations, warranties, covenants and agreements of the Agent herein contained and in connection with the transactions herein contemplated shall survive the Closing and, notwithstanding such Closing or any investigation made by or on behalf

of the Company with respect thereto, shall continue in full force and effect for the benefit of the Company for a period of three years following the Closing Date.

12. Indemnity and Contribution.

(a) In consideration for the Agent accepting the engagement pursuant to this Agreement, the Company and the Subsidiaries and affiliated companies, as the case may be (collectively, the “ Indemnitor ”), hereby agrees to indemnify and hold the Agent, and its affiliates, and each of their directors, officers and employees (collectively, the “ Indemnified Parties ”) harmless from and against any and all expenses, losses (other than loss of profits), fees, claims, actions (including shareholder actions, derivative actions or otherwise), damages, obligations, or liabilities, whether joint or several, and the reasonable fees and expenses of their counsel, that may be incurred in advising with respect to and/or defending any actual or threatened claims, actions, suits, investigations or proceedings to which any of the Indemnified Parties may become subject or otherwise involved in any capacity under any statute or common law, or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, upon the performance of professional services rendered to the Indemnitor by the Indemnified Parties hereunder, or otherwise in connection with the matters referred to in this Agreement (including the aggregate amount paid in reasonable settlement of any such actions, suits, investigations, proceedings or claims that may be made against any of the Indemnified Parties, provided that the Indemnitor has agreed to such settlement); provided, however, that this indemnity shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that:
(i) the Indemnified Parties have been grossly negligent or have committed wilful misconduct or any fraudulent act in the course of such performance; and
(ii) the expenses, losses, claims, damages or liabilities, as to which indemnification is claimed, were directly caused by the gross negligence, wilful misconduct or fraud referred to in (a), above.
(b) Without limiting the generality of the foregoing, this indemnity shall apply to all expenses (including legal expenses), losses, claims and liabilities that the Agent may incur as a result of any action or litigation that may be threatened or brought against the Agent.
(c) If for any reason (other than the occurrence of any of the events itemized in (a) and (b), above), the foregoing indemnification is unavailable to any of the Indemnified Parties or insufficient to hold the Indemnified Parties harmless, then the Indemnitor shall contribute to the amount paid or payable by the Indemnified Parties as a result of such expense, loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitor on the one hand and the Indemnified Parties on the other hand but also the relative fault of the

Indemnitor and the Indemnified Parties, as well as any relevant equitable considerations; provided, however, that the Indemnitor shall in any event contribute to the amount paid or payable by the Indemnified Parties as a result of such expense, loss, claim, damage or liability and any excess of such amount over the amount of the fees received by the Agent hereunder.

(d) The Indemnitor agrees that in case any legal proceeding shall be brought against the Indemnitor and/or any of the Indemnified Parties by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, or shall investigate the Indemnitor and/or any of the Indemnified Parties shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or by reason of the performance of professional services rendered to the Indemnitor by the Agent, the Agent shall have the right to employ its own counsel in connection therewith provided the Agent acts reasonably in selecting such counsel, and the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to reimburse the Agent for time spent by the Agent’s or the Agent’s affiliates’ directors, officers and employees in connection therewith) and out-of-pocket expenses incurred by the Agent’s and the Agent’s affiliates directors, officers and employees in connection therewith shall be paid by the Indemnitor as they occur.
(e) Promptly after receipt of notice of the commencement of any legal proceeding against any of the Indemnified Parties or after receipt of notice of the commencement or any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Indemnitor, the Agent will notify the Indemnitor in writing of the commencement thereof and, throughout the course thereof, will provide copies of all relevant documentation to the Indemnitor, will keep the Indemnitor advised of the progress thereof and will discuss with the Indemnitor all significant actions proposed. However, the failure by the Agent to notify the Indemnitor will not relieve the Indemnitor of its obligations to indemnify the Indemnified Parties. The Indemnitor shall, on behalf of itself and the Indemnified Parties, as applicable, be entitled to (but not required) to assume the defence of any suit brought to enforce such legal proceeding; provided, however, that the defence shall be conducted through legal counsel acceptable to the Indemnified Parties, as applicable, acting reasonably, that no settlement of any such legal proceeding may be made by the Indemnitor without the prior written consent of the Indemnified Parties, as applicable, and none of the Indemnified Parties, as applicable, shall be liable for any settlement of any such legal proceeding unless it has consented in writing to such settlement, such consent not to be unreasonably withheld. Each of the Indemnified Parties shall have the right to appoint its or their own separate counsel at the Indemnitor’s cost provided they act reasonably in selecting such counsel.
(f) The indemnity and contribution obligations of the Indemnitor shall be in addition to any liability which the Indemnitor may otherwise have, shall extend upon the same terms and conditions to the directors, officers and employees of the Agent

and the Agent’s affiliates, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnitor and the Indemnified Parties. The foregoing provisions shall survive the completion of professional services rendered under this Agreement or any termination of this Agreement.

Right of First Refusal . From the date of this Agreement until the date that is one (1) year from the Closing, the Agent shall be provided with the exclusive right and opportunity to act as sole lead agent and sole bookrunner for any offering of securities of the Company to be issued and sold in Canada by private placement or public offering or to provide professional, sponsorship or advisory services performed (or normally performed) by a broker or investment dealer. If the Company is intending to proceed with any such issuance or has received a proposal for any such issuance, the Company shall provide to the Agent notice of the proposed terms thereof (including the commission payable to that agent) and the Agent shall have an opportunity to respond to the Company within five (5) Business Days that they are desirous of acting as agent, or participating as the case may be, in such offering on behalf of the Company on the terms and conditions contained therein. If the Agent declines, in writing, the Company may proceed with such offering through another agent or underwriter, provided the arrangements with such agent or underwriter are entered into within thirty (30) days thereafter (it being acknowledged and agreed by the Agent that if the Company issues any securities to which the foregoing would apply, but does not retain or utilize a registered dealer as agent therefore, the foregoing shall not apply to such issuance, unless any of the subscribers to the issuance of such securities is a subscriber or beneficial purchaser of Units sold pursuant to the Offering). For greater certainty the rights of participation provided by this Section 13 shall not terminate in the event that the Agent declines to act as agent, underwriter, sponsor or advisor, as the case may be.
Advertisements . If the Offering is successfully completed, the Agent shall be permitted to publish, at its own expense, after giving the Company a reasonable opportunity to comment on the form and content thereof, such advertisements or announcements relating to the performance of services provided hereunder in such newspaper or other publications as the Agent considers appropriate, and shall further be permitted to post such advertisements or announcements on its website.
Notices . Unless otherwise expressly provided in this Agreement, any notice or other communication to be given under this Agreement (a “ notice ”) shall be in writing addressed as follows:
(a) If to the Company, to:

Turnium Technology Group Inc.

3355 Grandview Hwy, Unit 2 Vancouver, British Columbia, V5M 1Z5

Attention: Ralph Garcea E-mail: [Redacted: Email address]

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

Fasken Martineau DuMoulin LLP

550 Burrard Street, Suite 2900 Vancouver, British Columbia, V6C 0A3

Attention: Mike Stephens / Brandon Deans E-mail: [Redacted: Email addresses]

(b)

If to the Agent, to:

Canaccord Genuity Corp.

40 Temperance Street, Suite 2100 Toronto, Ontario, M5H 0B4

Attention: Myles Hiscock E-mail: [Redacted: Email address]

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

Cozen O’Connor LLP

Suite 1100, Bay Adelaide Centre – West Tower 333 Bay Street Toronto, Ontario, M5H 2R2

Attention: Andrew Elbaz / Alex Katznelson Email: [Redacted: Email addresses]

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

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

Time of the Essence. Time shall, in all respects, be of the essence hereof.
Canadian Dollars. All references herein to dollar amounts are to lawful money of Canada unless otherwise indicated.
Headings. The headings contained herein are for convenience only and shall not affect the meaning or interpretation hereof.
Singular and Plural, etc. Where the context so requires, words importing the singular number include the plural and vice versa, and words importing gender shall include the masculine, feminine and neuter genders.

No Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase and sale of the Units pursuant to this Agreement, including the determination of the Subscription Price and any related discounts and commissions, is an arm’s length commercial transaction between the Company, on the one hand, and the Agent, on the other hand; (ii) in connection with the Offering contemplated hereby and the process leading to such transaction, the Agent is and has been acting solely as principal and is not an agent or a fiduciary of the Company or its shareholders, creditors, employees or any other party; (iii) the Agent has not assumed and will not assume an advisory or fiduciary responsibility in favour of the Company with respect to the Offering contemplated hereby or the process leading thereto (irrespective of whether the Agent has advised or is currently advising the Company on other matters) and the Agent does not have any obligations to the Company with respect to the Offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Agent and its respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; and (v) the Agent has not provided any legal, accounting, regulatory or tax advice with respect to the Offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.
Entire Agreement. This Agreement constitutes the only agreement between the parties with respect to the subject matter hereof and shall supersede any and all prior negotiations and understandings with respect to the subject matter hereof, including without limitation the Engagement Letter.
Amendments. This Agreement may be amended or modified in any respect by written instrument only executed by all parties hereto.
Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement.
Governing Law and Jurisdiction. 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, without giving effect to any rule or principle of the conflict of laws that would apply the laws of any other jurisdiction. The parties hereby irrevocably agree that any legal action or proceedings against it with respect to this Agreement may be brought in the Courts of the Province of British Columbia and, by execution and delivery of this Agreement, the parties hereby irrevocably submit to such jurisdiction.
Successors and Assigns. The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Company, the Agent and the Purchasers and their respective executors, heirs, successors and permitted assigns; provided that, except as provided herein, this Agreement shall not be assignable by any party without the written consent of the other parties.
Further Assurances. Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement .

Other Agent Business. The Company acknowledges that the Agent and certain of its respective affiliates: (i) act as traders of, and dealers in, securities both as principal and on behalf of their clients and, as such, may have had, and may in the future have, long or short positions in the securities of the Company or related entities and, from time to time, may have executed or may execute transactions on behalf of such persons; (ii) may provide research or investment advice or portfolio management services to clients on investment matters, including the Company; (iii) may participate in securities transactions on a proprietary basis, including transactions in the Offering or other securities of the Company or related entities; and (iv) nothing in this Agreement shall restrict their ability to conduct business in the ordinary course and in compliance with applicable laws.
Language. The parties hereby acknowledge that they have expressly required this Agreement and all notices, statements of account and other documents required or permitted to be given or entered into pursuant hereto to be drawn up in the English language only. Les parties reconnaissent avoir expressément demandé que la présente Convention ainsi que tout avis, tout état de compte et tout autre document à être ou pouvant être donné ou conclu en vertu des dispositions des présentes, soient rédigés en langue anglaise seulement.
Effective Date. This Agreement is intended to and shall take effect as of the date first set forth above, notwithstanding its actual date of execution or delivery.
Schedules. The following schedules are attached to this Agreement, which schedules are deemed to be incorporated into and form part of this Agreement:

Schedule “A” – “Disclosure Schedule”

Counterparts, Facsimile and PDF. This Agreement may be executed in any number of counterparts and by original or electronic signature and in facsimile or PDF copy, each of which so executed shall constitute an original and all of which taken together shall form one and the same agreement.

[Signature Page Follows]

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

CANACCORD GENUITY CORP.

Per: “ Myles Hiscock ” Name: Myles Hiscock Title: Managing Director, TMT Investment Banking

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

DATED as of this 3[rd] day of August, 2023.

TURNIUM TECHNOLOGY GROUP INC.

Per: “ Ralph Garcea ”

Name: Ralph Garcea Title: Chairman of the Board

SCHEDULE “A”

DISCLOSURE SCHEDULE

[Redacted: Confidential and commercially sensitive information]

AI assistant

Turnium Technology Group Inc. Capital/Financing Update 2023

47515_rns_2023-08-11_20f673dd-7fe1-42ac-a147-5090e2357ad0.pdf

AGENCY AGREEMENT

Turnium Technology Group Inc.

Attention: Ralph Garcea, Chairman of the Board

DEFINITIONS

Other

TERMS AND CONDITIONS

General Matters

Offering

Financial Matters

Compliance with Canadian Securities Laws and Corporate and Taxation Laws

Disclosure

Intellectual Property and Information Technology

Environmental Matters

Litigation, Compliance, Anti-Corruption/Anti-Money Laundering

Employment Matters

8. Rights of Termination

12. Indemnity and Contribution.

Turnium Technology Group Inc.

Fasken Martineau DuMoulin LLP

(b)

Canaccord Genuity Corp.

Cozen O’Connor LLP

[Signature Page Follows]

CANACCORD GENUITY CORP.

TURNIUM TECHNOLOGY GROUP INC.

Per: “ Ralph Garcea ”

SCHEDULE “A”

DISCLOSURE SCHEDULE

AI assistant

Turnium Technology Group Inc. — Capital/Financing Update 2023

47515_rns_2023-08-11_20f673dd-7fe1-42ac-a147-5090e2357ad0.pdf

AGENCY AGREEMENT

Turnium Technology Group Inc.

Attention: Ralph Garcea, Chairman of the Board

DEFINITIONS

Other

TERMS AND CONDITIONS

General Matters

Offering

Financial Matters

Compliance with Canadian Securities Laws and Corporate and Taxation Laws

Disclosure

Intellectual Property and Information Technology

Environmental Matters

Litigation, Compliance, Anti-Corruption/Anti-Money Laundering

Employment Matters

8. Rights of Termination

12. Indemnity and Contribution.

Turnium Technology Group Inc.

Fasken Martineau DuMoulin LLP

(b)

Canaccord Genuity Corp.

Cozen O’Connor LLP

[Signature Page Follows]

CANACCORD GENUITY CORP.

TURNIUM TECHNOLOGY GROUP INC.

Per: “ Ralph Garcea ”

SCHEDULE “A”

DISCLOSURE SCHEDULE

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Turnium Technology Group Inc. Capital/Financing Update 2023