Exhibit 99.2
SECURITIES PURCHASE AGREEMENT
This Securities Purchase
Agreement (this “Agreement”) is dated as of March 16, 2021, between Almaden Minerals Ltd., a company incorporated
under the laws of the Province of British Columbia (the “Company”), and each purchaser identified on the signature
pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
WHEREAS, subject to
the terms and conditions set forth in this Agreement and pursuant to a short form base prospectus under Canadian Securities Laws
(as defined below) and an effective registration statement under the United States Securities Act of 1933, as amended (the “Securities
Act”), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires
to purchase from the Company, the Securities as more fully described in this Agreement.
NOW, THEREFORE, IN
CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:
ARTICLE I.
DEFINITIONS
1.1. Definitions.
In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the
meanings set forth in this Section 1.1:
“Acquiring Person” shall
have the meaning ascribed to such term in Section 4.5.
“Action” shall have the
meaning ascribed to such term in Section 3.1(j).
“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person as such terms are used in and construed under Rule 405 under the Securities Act.
“Base Prospectuses”
shall have the meaning ascribed to such term in Section 3.1(f)(iii).
“BHCA”
shall have the meaning ascribed to such term in Section 3.1(nn).
“Board of Directors”
means the board of directors of the Company.
“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or
any day on which banking institutions in the State of New York and the Province of British Columbia are authorized or required
by law or other governmental action to close; provided, however, for clarification, commercial banks shall not be
deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”,
“non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations
at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers)
of commercial banks in The City of New York or in the City of Vancouver generally are open for use by customers on such day.
“Canadian
Base Prospectus” shall have the meaning ascribed to such term in Section 3.1(f)(ii).
“Canadian
Final Base Shelf Prospectus” shall have the meaning ascribed to such term in Section 3.1(f)(ii).
“Canadian
Jurisdictions” shall have the meaning ascribed to such term in Section 3.1(f)(ii).
“Canadian
Preliminary Base Shelf Prospectus” shall have the meaning ascribed to such term in Section 3.1(f)(ii).
“Canadian
Prospectus” shall have the meaning ascribed to such term in Section 3.1(f)(ii).
“Canadian
Prospectus Supplement” shall have the meaning ascribed to such term in Section 3.1(f)(ii).
“Canadian
Qualifying Authorities” shall have the meaning ascribed to such term in Section 3.1(f)(ii).
“Canadian
Securities Laws” shall have the meaning ascribed to such term in Section 3.1(f)(ii).
“CFPOA”
means the Corruption of Foreign Public Officials Act (Canada).
“Closing”
means the closing of the purchase and sale of the Securities pursuant to Section 2.1.
“Closing Date”
means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto,
and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s
obligations to deliver the Securities, in each case, have been satisfied or waived, but in no event later than the second (2nd)
Trading Day following the date hereof.
“Commission” means the
United States Securities and Exchange Commission.
“Common Shares”
means the common shares of the Company, no par value, and any other class of securities into which such securities may hereafter
be reclassified or changed.
“Common Share
Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Common Shares, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument
that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common
Shares.
“Company Canadian
Counsel” means Borden Ladner Gervais LLP.
“Company
Covered Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 promulgated
under the Securities Act, any Person listed in the first paragraph of Rule 506(d)(1).
“Company U.S.
Counsel” means Dorsey & Whitney LLP.
“Consents” shall have
the meaning ascribed to such term in Section 3.1(f)(iii).
“Decision
Document” shall have the meaning ascribed to such term in Section 3.1(n).
“Disclosure
Time” means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York
City time) and before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day
immediately following the date hereof, unless otherwise instructed as to an earlier time by the Placement Agent, and (ii) if
this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later
than 9:01 a.m. (New York City time) on the date hereof, unless otherwise instructed as to an earlier time by the Placement
Agent.
“Environmental
Laws” shall have the meaning ascribed to such term in Section 3.1(m).
“Exchange
Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder.
“Exempt
Issuance” means the issuance of (a) Common Shares or options to employees, officers, consultants or directors of
the Company pursuant to any stock or option plan or arrangement duly adopted for such purpose, (b) securities upon the exercise
or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible
into Common Shares issued and outstanding on the date of this Agreement, provided that such securities have not been amended since
the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion
price of such securities (other than in connection with stock splits or combinations or anti-dilution provisions contained therein
and disclosed in the Incorporated Documents) or to extend the term of such securities (c) securities
issued pursuant to merger, consolidation, acquisition or strategic transactions approved by the Board of Directors, provided that
such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights
that require or permit the filing of any registration statement in connection therewith during the prohibition period in Section 4.12(a) herein,
and provided that any such issuance shall only be to a Person which is, itself or through its subsidiaries, an operating company
in a business synergistic with the business of the Company and in which the Company receives benefits in addition to any investment
of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital
or to an entity whose primary business is investing in securities (d) the issuance of warrants to the Placement Agent in connection
with the transactions pursuant to this Agreement and any Common Shares upon exercise of warrants to the Placement Agent.
“FCPA”
means the Foreign Corrupt Practices Act of 1977, as amended.
“Federal Reserve”
shall have the meaning ascribed to such term in Section 3.1(nn).
“Hazardous
Materials” shall have the meaning ascribed to such term in Section 3.1(m).
“IFRS”
means International Financial Reporting Standards as issued by the International Accounting Standards Board.
“Incorporated
Documents” shall have the meaning ascribed to such term in Section 3.1(h).
“Indebtedness” shall
have the meaning ascribed to such term in Section 3.1(aa).
“Intellectual
Property Rights” shall have the meaning ascribed to such term in Section 3.1(p).
“Liens”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.
“Lock-Up Agreement”
means the Lock-Up Agreements, each dated as of the date hereof, by and between the Company and the directors and officers of the
Company, in the form of Exhibit A attached hereto.
“Material
Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b).
“OFAC” shall have the
meaning ascribed to such term in Section 3.1(ll).
“Per Share
Purchase Price” equals $0.65, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations
and other similar transactions of the Common Shares that occur after the date of this Agreement and before the Closing Date.
“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Placement Agent” means
A.G.P./Alliance Global Partners.
“Placement
Agent Agreement” means that certain placement agent agreement dated as of the date hereof between the Company and the
Placement Agent.
“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial
proceeding, such as a deposition) pending or, to the Company’s knowledge, threatened in writing against or affecting the
Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative
agency or regulatory authority (federal, state, county, local or foreign).
“Prospectuses” shall
have the meaning ascribed to such term in Section 3.1(f)(iii).
“Purchaser Party” shall
have the meaning ascribed to such term in Section 4.8.
“Registration
Statement” has the meaning ascribed to such term in Section 3.1(f)(iii).
“Required
Approvals” shall have the meaning ascribed to such term in Section 3.1(e).
“Reviewing
Authority” shall have the meaning ascribed to such term in Section 3.1(f)(ii).
“Rule 144”
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.
“Rules and
Regulations” shall have the meaning ascribed to such term in Section 3.1(f)(iii).
“Securities” means the
Shares, the Warrants and the Warrant Shares.
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Shares”
means the Common Shares issued or issuable to each Purchaser pursuant to this Agreement.
“Shelf Procedures”
shall have the meaning ascribed to such term in Section 3.1(f)(ii).
“Short Sales”
means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed
to include locating and/or borrowing Common Shares).
“Subscription
Amount” means, as to each Purchaser, the aggregate amount to be paid for Shares (and accompanying Warrants) purchased
hereunder as specified below such Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription
Amount,” in United States dollars and in immediately available funds.
“Subsidiary”
means any principal subsidiary of the Company set forth on Exhibit 8 of the Company’s Annual Report on Form 20-F,
and shall, where applicable, also include any direct or indirect subsidiary of the Company formed or acquired after the date hereof.
“Trading Day”
means a day on which the NYSE American and the Toronto Stock Exchange are open for trading.
“Trading Market”
means any of the following markets or exchanges on which the Common Shares are listed for trading on the date in question: the
NYSE American or Toronto Stock Exchange (or any successors to any of the foregoing).
“Transaction
Documents” means this Agreement, the certificates representing the Warrants, the Lock-Up Agreements, the Placement Agent
Agreement, all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the
transactions contemplated hereunder.
“Transfer
Agent” means Computershare Investor Services Inc., the current transfer agent of the Company, with a mailing address
of 510 Burrard St, 3rd Floor Vancouver, BC, V6C 3B9 and any successor transfer agent of the Company.
“U.S. Base
Prospectus” shall have the meaning ascribed to such term in Section 3.1(f)(iii).
“U.S. Prospectus”
shall have the meaning ascribed to such term in Section 3.1(f)(iii).
“U.S. Prospectus
Supplement” shall have the meaning ascribed to such term in Section 3.1(f)(iii).
“Warrants”
means, collectively, the Common Share purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof,
which Warrants shall be exercisable immediately upon issuance, and have a term of exercise equal to three years, in the form of
Exhibit B attached hereto.
“Warrant Shares”
means the Common Shares issuable upon exercise of the Warrants.
ARTICLE II.
PURCHASE AND SALE
2.1. Closing.
On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers,
severally and not jointly, agree to purchase, up to an aggregate of approximately $10.3 million of Shares and Warrants. Each Purchaser’s
Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery
Versus Payment” settlement with the Company or its designees. The Company shall deliver to each Purchaser its respective
Shares and Warrants as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items
set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections
2.2 and 2.3, the Closing shall occur at such location as the parties shall mutually agree. Unless otherwise directed by the Placement
Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the
Closing Date, payment shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company, upon receipt
of such payment, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the
Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares,
the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser.
2.2. Deliveries.
(a) On
or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:
(i) this
Agreement duly executed by the Company;
(ii) a
legal opinion of Company Canadian Counsel, in a customary form reasonably acceptable to the Purchaser and the Placement Agent;
(iii) a
legal opinion of Company U.S. Counsel, in a customary form reasonably acceptable to the Purchaser and the Placement Agent;
(iv) subject
to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions;
(v) subject
to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer
Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”)
Shares equal to each Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of
such Purchaser and free and clear of all restrictive and other legends;
(vi) the
U.S. Prospectus and U.S. Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act);
(vii) a
Warrant registered in the name of such Purchaser to purchase up to a number of Common Shares equal to 50% of such Purchaser’s
Shares determined in accordance with 2.2(a)(v), with an exercise price equal to $0.80 per Warrant Share, subject to adjustment
therein (such Warrant certificate with a wet signature may be delivered within two Trading Days of the Closing Date);
(viii) Officer’s
Certificate, in a customary form and substance reasonably satisfactory to the Purchasers and the Placement Agent;
(ix) Secretary’s
Certificate, in a customary form and substance reasonably satisfactory to the Purchasers and the Placement Agent; and
(x) the
Lock-Up Agreements.
(b) On
or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:
(i) this
Agreement duly executed by such Purchaser; and
(ii) such
Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with
the Company or its designees.
2.3. Closing
Conditions.
(a) The
obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the
accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse
Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Purchasers contained herein
(unless as of a specific date therein in which case they shall be accurate as of such date);
(ii) all
obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been
performed; and
(iii) the
delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.
(b) The
respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being
met:
(i) the
accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse
Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein
(unless as of a specific date therein in which case they shall be accurate as of such date);
(ii) all
obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(iii) the
delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;
(iv) there
shall have been no Material Adverse Effect with respect to the Company since the date hereof; and
(v) from
the date hereof to the Closing Date, trading in the Common Shares shall not have been suspended by the Commission or the Company’s
principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg
L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are
reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States
or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national
or international calamity (excluding the outbreak of COVID-19 and the SARS-CoV-2 virus) of such magnitude in its effect on, or
any material adverse change (excluding volatility) in, any financial market which, in each case, in the reasonable judgment of
such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES
3.1. Representations
and Warranties of the Company. The Company hereby makes the following representations and warranties to each Purchaser:
(a) Subsidiaries.
All of the principal subsidiaries of the Company are set forth on Exhibit 8 of the Company’s Annual Report on Form 20-F.
The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear
of any Liens other than as disclosed in the Incorporated Documents, and all of the issued and outstanding shares of capital stock
of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe
for or purchase securities.
(b) Organization
and Qualification. The Company and each of its Subsidiaries is an entity duly incorporated or otherwise organized, validly
existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power
and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company
nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation,
bylaws or other organizational or charter documents. Each of the Company and each Subsidiary is duly qualified to conduct business
and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted
or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as
the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity
or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business,
or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse
effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction
Document (any of (i), (ii) or (iii), a “Material Adverse Effect”); provided that a change in the market
price or trading volume of the Common Shares alone shall not be deemed, in and of itself, to constitute a Material Adverse Effect.
No Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail
such power and authority or qualification.
(c) Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.
The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by
it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company
and no further action is required by the Company, the Board of Directors or the Company’s shareholders in connection herewith
or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which
it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the
terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance
with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited
by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar
as indemnification and contribution provisions may be limited by applicable law.
(d) No
Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to
which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby
and thereby do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s
certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute
a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien
upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment,
anti-dilution or similar adjustments, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement,
credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which
the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected,
or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment,
injunction, decree or other restriction of any U.S. or Canadian court or governmental authority to which the Company or a Subsidiary
is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a
Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably
be expected to result in a Material Adverse Effect.
(e) Filings,
Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice
to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other
Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the
filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the U.S. Prospectus
Supplement (as defined in Section 3.1(f) of this Agreement) and the Canadian Qualifying Authorities of the Canadian Prospectus
Supplement (as defined in Section 3.1(f) of this Agreement), (iii) application(s) to the Toronto Stock Exchange
and NYSE American with respect to the acceptance of the transactions contemplated by the Transaction Documents and the listing
of the Shares and Warrant Shares, and (iv) such filings as are required to be made under applicable provincial or state securities
laws, and excluding such consents, waivers or filings that have already been obtained or will be obtained on or prior to the Closing
Date and excluding those filings which under applicable laws are only required to be made after the Closing Date (collectively,
the “Required Approvals”).
(f) Issuance
of the Securities; Registration.
(i) The
Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly
and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company, other than restrictions on
transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive
or similar rights of shareholders. The Warrant Shares, when issued in accordance with the terms of the Warrants, will be validly
issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company, other than restrictions on transfer provided
for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights
of shareholders. The Company has reserved from its duly authorized capital stock the maximum number of Common Shares issuable pursuant
to this Agreement and the Warrants. No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of
the Securities Act (a “Disqualification Event”) is applicable to the Company or, to the Company’s knowledge,
any Company Covered Person, except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3), is applicable.
(ii) The
Company is qualified to file a short form prospectus pursuant to the Shelf Procedures (as defined below) and has prepared and filed
a preliminary short form base shelf prospectus dated January15, 2021 (the “Canadian Preliminary Base Shelf Prospectus”),
and a final short form base shelf prospectus dated February 25, 2021 (the “Canadian Final Base Shelf Prospectus”)
providing for the offer and sale, from time to time, of up to U.S.$60,000,000 of the Company’s securities with the British
Columbia Securities Commission (the “Reviewing Authority”) and the Canadian securities regulatory authorities
in each of the other Canadian Jurisdictions (as defined below) (collectively, with the Reviewing Authority, the “Canadian
Qualifying Authorities”); and the Reviewing Authority has issued a receipt under National Policy 11-202 - Process for
Prospectus Reviews in Multiple Jurisdictions (a “Decision Document”) for each of the Canadian Preliminary Base
Shelf Prospectus and the Canadian Final Base Shelf Prospectus, which receipt evidences the receipt of the Ontario Securities Commission
and is deemed to also be a receipt of the other Canadian Qualifying Authorities. The term “Canadian Jurisdictions”
means each of the Provinces of Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland
and Labrador,. The term “Canadian Base Prospectus” means the Canadian Final Base Shelf Prospectus, including
all documents incorporated therein by reference, at the time the Reviewing Authority issued a Decision Document with respect thereto
in accordance with the rules and procedures established under all applicable securities laws in each of the Canadian Jurisdictions
and the respective regulations and rules, under such laws together with applicable published policy statements and instruments
of the securities regulatory authorities in the Canadian Jurisdictions (“Canadian Securities Laws”), including
National Instrument 44-101 - Short Form Prospectus Distributions (“NI 44-101”) and National Instrument
44-102- Shelf Distributions (together, the “Shelf Procedures”). The term “Canadian Prospectus”
means the final prospectus supplement (the “Canadian Prospectus Supplement”) relating to the Securities and
filed with the Reviewing Authority in accordance with the Shelf Procedures, together with the Canadian Base Prospectus, including
all documents incorporated or deemed to be incorporated therein by reference. No order suspending the distribution of the Securities
or any other securities of the Company has been issued by any of the Canadian Qualifying Authorities and no Proceedings for that
purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Canadian Qualifying Authorities,
and any request on the part of the Canadian Qualifying Authorities for additional information has been complied with. All references
in this Agreement to the Canadian Preliminary Base Shelf Prospectus, the Canadian Final Base Shelf Prospectus and the Canadian
Prospectus Supplement, or any amendments or supplements to any of the foregoing, shall be deemed to be the copy thereof filed with
the Canadian Qualifying Authorities and available on the System for Electronic Document Analysis and Retrieval (“SEDAR”).
The aggregate amount of all securities issued pursuant to the Canadian Final Base Shelf Prospectus does not and, immediately following
the Closing, will not exceed U.S.$60,000,000, being the maximum allowable amount thereunder.
(iii) The
Company meets the general eligibility requirements for the use of Form F-10 under the Securities Act and has prepared and
filed with the Commission a registration statement under the Securities Act and the rules and regulations of the Commission
(the “Rules and Regulations”) on Form F-10 (File No. 333-252171) on February 25, 2021, providing
for the offer and sale, from time to time, of up to U.S.$60,000,000 of the Company’s securities (the “Registration
Statement”). The Registration Statement, which includes the Canadian Final Base Shelf Prospectus (with such deletions
therefrom and additions thereto as are permitted or required by Form F-10 and the applicable Rules and Regulations),
including exhibits to such Registration Statement and all documents incorporated by reference therein, became effective pursuant
to Rule 467(b) under the Securities Act on February 26, 2021. In connection with the filing of the Registration
Statement, the Company has filed with the Commission, on January 15, 2021, an appointment of agent for service of process
upon the Company on Form F-X under the Securities Act. The prospectus included in the Registration Statement at the time it
became effective, including documents incorporated therein by reference, is referred to herein as the “U.S. Base Prospectus”.
The term “U.S. Prospectus” means the prospectus supplement (the “U.S. Prospectus Supplement”)
relating to the Securities, which includes the pricing information, to be filed with the Commission pursuant to General Instruction
II.L of Form F-10, together with the U.S. Base Prospectus, including all documents incorporated therein by reference. No stop
order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no Proceedings for
that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission and any
request on the part of the Commission for additional information has been complied with. As used herein, “Base Prospectuses”
shall mean, collectively, the Canadian Base Prospectus and the U.S. Base Prospectus and “Prospectuses” shall
mean, collectively, the Canadian Prospectus and the U.S. Prospectus. The Company was not an “ineligible issuer” (as
defined in Rule 405 under the Securities Act) as of the eligibility determination date for purposes of Rules 164 and
433 under the Securities Act with respect to the Offering contemplated hereby. All references in this Agreement to the Registration
Statement, the U.S. Base Prospectus or the U.S. Prospectus, or any amendments or supplements to any of the foregoing, shall be
deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval
System (“EDGAR”).
(iv) The
Canadian Base Prospectus did, and the Canadian Prospectus (and any further amendments or supplements thereto) will, comply in all
material respects with the applicable requirements of Canadian Securities Laws; the Canadian Prospectus (and any further amendments
or supplements thereto) will not, as of the time of filing thereof and through the Closing Date (as defined below) include any
untrue statement of a material fact or omit to state a material fact that is required to be stated or necessary in order to make
the statements therein, in light of the circumstances under which they were made, not misleading, and the Canadian Prospectus (and
any further amendments or supplements thereto) will, as of the time of filing thereof and through the Closing Date, constitute,
full, true and plain disclosure of all material facts relating to the Securities and to the Company.
(v) The
U.S. Prospectus conformed and will conform to the Canadian Prospectus, in each case except for such deletions therefrom and additions
thereto as are permitted or required by Form F-10 and the applicable Rules and Regulations. The Registration Statement
complies, and the U.S. Prospectus and any further amendments or supplements to the Registration Statement or the U.S. Prospectus
will comply in all material respects with the applicable provisions of the Securities Act and the Rules and Regulations, and
do not and will not, as of the applicable effective date as to each part of the Registration Statement and as of the applicable
filing date as to the U.S. Prospectus and any amendment thereof or supplement thereto, contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in light
of the circumstances under which they were made, in the case of the U.S. Prospectus) not misleading.
(vi) No
order preventing or suspending the use of the U.S. Base Prospectus has been issued by the Commission.
(vii) Each
document filed or to be filed with the Canadian Qualifying Authorities and incorporated, or deemed to be incorporated, by reference
in the Canadian Prospectus complied, or will comply, when so filed in all material respects with the requirements of Canadian Securities
Laws, and none of such documents contained, or will contain, at the time of its filing any untrue statement of a material fact
or omitted or will omit at the time of its filing to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were or are made, not misleading.
(g) Capitalization.
The Company is authorized to issue an unlimited number of Common Shares, of which, as of the date of this Agreement, there are
121,375,254 Common Shares issued and outstanding. All of the issued and outstanding Common Shares are fully paid and non-assessable
and have been duly and validly authorized and issued, in compliance with all applicable Canadian, United States and other securities
laws and not in violation of or subject to any preemptive or similar right that entitles any Person to acquire from the Company
any Common Shares or other security of the Company or any security convertible into, or exercisable or exchangeable for, Common
Shares or any other such security, except for such rights as may have been fully satisfied or waived prior to the date hereof.
Except for common share purchase warrants and stock options, in relation to which an aggregate of 13,809,658 and 11,242,000 Common
Shares are reserved for issuance, respectively, as of the date of this Agreement, and except for the Warrant Shares and except
as disclosed in the Registration Statement and the Base Prospectuses or as will be disclosed in the Prospectus Supplements , the
Company has no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating
to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to
subscribe for or acquire, any Common Shares, or contracts, commitments, understandings or arrangements by which the Company is
or may become bound to issue additional Common Shares or Common Share Equivalents. No Person has any right of first refusal, pre-emptive
right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents.
The issuance and sale of the Securities will not obligate the Company to issue Common Shares or other securities to any Person
(other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion,
exchange or reset price under any of such securities. There are no outstanding securities or instruments of the Company with any
provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities
by the Company. There are no outstanding securities or instruments of the Company that contain any redemption or similar provisions,
and there are no contracts, commitments, understandings or arrangements by which the Company is or may become bound to redeem a
security of the Company. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements
or any similar plan or agreement. Except for the Required Approvals, no further approval or authorization of any shareholder of
the Company, the Board of Directors or others is required for the issuance and sale of the Securities. With the exception of the
Voting Trust Agreement under which Duane Poliquin and Morgan Poliquin jointly hold voting power over any of the Company’s
common shares legally and beneficially owned by Mr. Ernesto Echavarria, there are no shareholders agreements, voting agreements
or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge
of the Company, between or among any of the Company’s shareholders.
(h) Incorporated
Documents; Financial Statements. The Company is subject to the reporting requirements of Section 13 of the Exchange Act
and files annual reports on Form 20-F with the Commission. All conditions for the use of Form F-10 to register the Securities
under the Securities Act have been satisfied. The documents incorporated or deemed to be incorporated by reference in the Prospectuses
(“Incorporated Documents”), at the time they were or hereafter are filed with the Commission or the Canadian
Qualifying Authorities, complied and will comply in all material respects with the requirements of the Securities Act, the Exchange
Act, the Rules and Regulations and Canadian Securities Laws and, when read together with the other information in the Prospectuses,
as applicable, do not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The
consolidated financial statements, including the notes thereto, included or incorporated by reference in the Registration Statement
and the Prospectuses present fairly, in all material respects, the financial position as of the dates indicated and the cash flows
and results of operations for the periods specified of the Company and its Subsidiaries; except as otherwise stated in the Registration
Statement and the Prospectuses, said consolidated financial statements have been prepared in conformity with IFRS, applied on a
consistent basis throughout the periods involved. No other financial statements or supporting schedules are required to be included
in the Registration Statement and the Prospectuses by Canadian Securities Laws, the Securities Act, the Exchange Act or the Rules and
Regulations. The other financial and statistical information included or incorporated by reference in the Registration Statement
and the Prospectuses, including the selected consolidated financial data set forth under the caption “Consolidated Capitalization”
in the Canadian Prospectus Supplement and the U.S. Prospectus Supplement present fairly the information included therein and have
been prepared on a basis consistent with that of the financial statements that are included or incorporated by reference in the
Registration Statement and the Prospectuses and the books and records of the Company. There has not been any reportable event (within
the meaning of National Instrument 51-102 of the Canadian Securities Administrators) between the Company and its auditors.
(i) Material
Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in the Registration Statement and the Base Prospectuses
or as will be disclosed in the Prospectus Supplements , since the date of the latest audited financial statements included within
the Incorporated Documents, (i) there has been no event, occurrence or development that has had or that could reasonably be
expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise)
other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice
and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to IFRS, (iii) the
Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of
cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its
capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant
to existing Company stock option plans. Except for the issuance of the Securities contemplated by this Agreement, no event, liability,
fact, circumstance, occurrence or development has occurred or exists with respect to the Company or its Subsidiaries or their respective
businesses, prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company
under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at
least one (1) Trading Day prior to the date that this representation is made. There are no “significant acquisitions”,
“significant dispositions” or “significant probable acquisitions” for which the Company is required, pursuant
to applicable Canadian Securities Laws to include additional financial disclosure in the Registration Statement and the Prospectuses,
other than such additional financial disclosure as is already included in the Registration Statement and the Prospectuses.
(j) Litigation.
Except as disclosed in the Registration Statement and the Base Prospectuses or as will be disclosed in the Prospectus Supplements
, there is no action, suit, inquiry, notice of violation, Proceeding or investigation pending or, to the knowledge of the Company,
threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator,
governmental or administrative agency or regulatory authority, Canadian, United States or foreign (collectively, an “Action”).
Neitherthe Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving
a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has
not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving
the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other
order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act
or the Securities Act or Canadian Securities Laws.
(k) Labor
Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of
the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’
employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither
the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe
that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or
any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure
or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant
in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of
its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance
with all applicable U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices,
terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect.
(l) Compliance.
Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not
been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor
has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture,
loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is
bound (whether or not such default or violation has been waived), (ii) is in violation of any applicable federal, provincial,
territorial, state, municipal or local foreign law, regulation, judgment, decree or order of any court, arbitrator or other governmental
authority governing its business, or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any
governmental authority, including without limitation all applicable foreign, federal, state and local laws relating to taxes, environmental
protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as
could not have or reasonably be expected to result in a Material Adverse Effect.
(m) Environmental
Laws. The Company and its Subsidiaries (i) are in compliance with all applicable federal, state, local and foreign laws
relating to pollution or protection of human health or the environment (including ambient air, surface water, groundwater, land
surface or subsurface strata), including laws relating to emissions, discharges, releases or threatened releases of chemicals,
pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”)
into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport
or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments,
licenses, notices or notice letters, orders, permits, plans or regulations, issued, entered, promulgated or approved thereunder
(“Environmental Laws”); (ii) have received all permits licenses or other approvals required of them under
applicable Environmental Laws to conduct their respective businesses; and (iii) are in compliance with all terms and conditions
of any such permit, license or approval where in each clause (i), (ii) and (iii), the failure to so comply could be reasonably
expected to have, individually or in the aggregate, a Material Adverse Effect.
(n) Regulatory
Permits. Except as disclosed in the Registration Statement and the Base Prospectuses or as will be disclosed in the Prospectus
Supplements, each of the Company and its Subsidiaries has all requisite power, capacity and authority, and all necessary consents,
approvals, authorizations, orders, registrations, qualifications, licenses, filings and permits of, with and from all judicial,
regulatory and other legal or governmental agencies and bodies and all third parties, Canadian, U.S. or foreign (collectively,
the “Consents”), to own, lease and operate its properties and conduct its business as it is now being conducted and
each such Consent is valid, existing, in good standing and in full force and effect, except in each case as would not have a Material
Adverse Effect. Neither the Company nor any Subsidiary has received notice of any investigation or Proceedings which, if decided
adversely to the Company or any such Subsidiary would have a Material Adverse Effect. The Company and each Subsidiary are in compliance
with the terms and conditions of all such Consents, except where the failure to so comply would not, individually or in the aggregate,
have a Material Adverse Effect.
(o) Title
to Assets. Except as disclosed in the Registration Statement and the Base Prospectuses or as will be disclosed in the Prospectus
Supplements, the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and
good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries,
in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and
do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries, and
(ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance
with IFRS and, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under
lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company
and the Subsidiaries are in compliance, except where the failure to be in compliance would not reasonably be expected to have a
Material Adverse Effect.
(p) Intellectual
Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark
applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights
and similar rights necessary or required for use in connection with their respective businesses as described in the Incorporated
Documents (collectively, the “Intellectual Property Rights”), except where the failure to have such Intellectual Property
Rights would not have or reasonably be excepted to have a Material Adverse Effect. None of, and neither the Company nor any Subsidiary
has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned.
Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within
the Incorporated Documents, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate
or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect.
To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by
another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures
to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could
not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has no knowledge of
any facts that would preclude it from having valid license rights or clear title to the Intellectual Property Rights. The Company
has no knowledge that it lacks or will be unable to obtain any rights or licenses to use all Intellectual Property Rights that
are necessary to conduct its business.
(q) Insurance.
The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and
in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including,
but not limited to, directors and officers insurance coverage of up to CAD$5,000,000. Neither the Company nor any Subsidiary has
any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to
obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.
(r) Transactions
With Affiliates and Employees. Except as disclosed in the Company’s latest audited financial statements, neither the
Company nor any of the Subsidiaries owes any amount to, nor has the Company or any of the Subsidiaries made any present loans to,
or borrowed any amount from or is otherwise indebted to, any officer, director, employee or securityholder of any of them or any
Person not dealing at “arm’s-length” (as such term is defined in the Income Tax Act (Canada)) with any of them,
except for usual employee reimbursements and compensation paid in the ordinary and normal course of the business of the Company
or any of the Subsidiaries. Except as disclosed in the Registration Statement and the Base Prospectuses or as will be disclosed
in the Prospectus Supplements, and usual employee or consulting arrangements made in the ordinary and normal course of business,
neither the Company nor any of the Subsidiaries is a party to any contract, agreement or understanding with any officer, director,
employee or securityholder of any of them or any other Person not dealing at arm’s-length with the Company and the Subsidiaries.
(s) Internal
Accounting Controls. The Company and its Subsidiaries maintain a system of internal accounting and other controls sufficient
to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific
authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with
Canadian Securities Laws and IFRS and to maintain accountability for assets, (iii) access to assets is permitted only in accordance
with management’s general or specific authorization, and (iv) the recorded accounting for assets is compared with existing
assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and its Subsidiaries’
internal control over financial reporting (as defined under Rules 13a-15(f) and 15d-15(f) under the Exchange Act
and within the meaning of Canadian Securities Laws) is effective in all material respects and there has been no material weakness
in their internal control over financial reporting other than as set forth in the Incorporated Documents. Since the date of the
latest audited consolidated financial statements included or incorporated by reference in the Base Prospectuses and the Prospectuses
there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably
likely to materially affect, the Company’s internal control over financial reporting other than as disclosed in the documents
incorporated by reference in the Prospectuses. The Company and its Subsidiaries maintain disclosure controls and procedures (as
such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that comply with the requirements
of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to
the Company and its Subsidiaries is made known to the Company’s principal executive officer and principal financial officer
by others within those entities. Such disclosure controls and procedures are effective in all material respects. There is and has
been no failure on the part of the Company or, to the Company’s knowledge, any of its directors or officers, in their capacities
as such, to comply with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection
therewith, including, without limitation, Section 402 related to loans and Sections 302 and 906 related to certifications.
(t) Certain
Fees. Except for fees payable to the Placement Agent, no brokerage or finder’s fees or commissions are or will be payable
by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank
or other Person with respect to the transactions contemplated by the Transaction Documents. The Purchasers shall have no obligation
with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in
this Section that may be due in connection with the transactions contemplated by the Transaction Documents.
(u) Investment
Company. The Company is not and, immediately after receipt of payment for the Securities, will not be required to register
as an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company shall
conduct its business in a manner so that it will not be required to register as an “investment company” subject to
registration under the Investment Company Act of 1940, as amended.
(v) Registration
Rights. No Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act
of any securities of the Company or any Subsidiary.
(w) Canadian
Reporting Issuer; SEC Registration. The Company is a “reporting issuer” or the equivalent thereof in each of the
Canadian Qualifying Jurisdictions where such concept exists, is not on the list of defaulting reporting issuers maintained by the
Canadian Qualifying Authorities in each such Canadian Qualifying Jurisdiction that maintains such a list and is not in breach of
any filing requirement under Canadian Securities Laws which could have a Material Adverse Effect on the Company. The Company is
subject to the reporting requirements of Section 13 of the Exchange Act and files annual reports on Form 20-F with the
Commission; the Common Shares are registered with the Commission under Section 12(b) of the Exchange Act and the Company
is not in breach of any filing or other requirements under the Exchange Act.
(x) Application
of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render
inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement)
or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents)
or the laws of its jurisdiction of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers
and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation
as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
(y) Disclosure.
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company
confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel
with any information that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed
in the Prospectus Supplement. The Company understands and confirms that the Purchasers will rely on the foregoing representation
in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers
regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby is true and correct
in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The
press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not
contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under which they were made and when made, not misleading.
The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions
contemplated hereby other than those specifically set forth in Section 3.2 hereof.
(z) No
Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2,
neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made
any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering
of the Securities to be integrated with prior offerings by the Company for purposes of (i) the Securities Act, or (ii) any
applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.
(aa) Solvency.
Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the
Company of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company’s assets
exceeds the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities
(including known contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small
capital to carry on its business as now conducted and as proposed to be conducted including its capital needs taking into account
the particular capital requirements of the business conducted by the Company, consolidated and projected capital requirements and
capital availability thereof, and (iii) the current cash flow of the Company, together with the proceeds the Company would
receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient
to pay all amounts on or in respect of its liabilities when such amounts are required to be paid. The Company does not intend to
incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable
on or in respect of its debt). The Company has no knowledge of any facts or circumstances which lead it to believe that it will
file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the
Closing Date. The Company’s most recent Form 20-F sets forth as of the date thereof all outstanding secured and unsecured
Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments that is required to be
disclosed under IFRS. For the purposes of this Agreement, “Indebtedness” means (x) any liabilities for
borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in the ordinary course of business),
(y) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or not the
same are or should be reflected in the Company’s consolidated balance sheet (or the notes thereto), except guaranties by
endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and
(z) the present value of any lease payments in excess of $50,000 due under leases required to be capitalized in accordance
with IFRS. Neither the Company nor any Subsidiary is in default with respect to any Indebtedness.
(bb) Tax
Status. Except as disclosed in each of the Registration Statement and the Base Prospectuses or as will be disclosed in the
Prospectus Supplements, each of the Company and the Subsidiaries has accurately prepared and timely filed all U.S., Canadian and
foreign tax returns that are required to be filed by it and has paid or made provision for the payment of all taxes, assessments,
governmental or other similar charges with respect to the periods covered by such tax returns, except to the extent that the failure
to do any of the foregoing would not be expected to have a Material Adverse Effect. Each of the Company and the Subsidiaries has
paid all sales and use taxes and all taxes which the Company or any Subsidiary is obligated to withhold from amounts owing to employees,
creditors and third parties, except in any such case as would not have a Material Adverse Effect. No deficiency assessment with
respect to a proposed adjustment of the Company’s, or any Subsidiary’s Canadian federal, provincial and territorial,
U.S. federal and state, local or foreign taxes is pending or, to the best of the Company’s knowledge, threatened. The accruals
and reserves on the books and records of the Company and the Subsidiaries in respect of tax liabilities for any taxable period
not finally determined are adequate to meet any assessments and related liabilities for any such period and, since the date of
the most recent audited consolidated financial statements of the Company, the Company and the Subsidiaries have not incurred any
liability for taxes other than in the ordinary course of their business. There is no tax Lien, whether imposed by any U.S., Canadian
or other taxing authority, outstanding against the assets, properties or business of the Company or any Subsidiary. The Company
does not expect to be a “passive foreign investment company” for U.S. federal income tax purposes within the meaning
of Section 1297 of the Code for its current taxable year ending December 31, 2021 or for the foreseeable future. The
Company is not currently a “controlled foreign corporation” for U.S. federal income tax purposes within the meaning
of Section 957 of the Code and does not expect to become a controlled foreign corporation in the foreseeable future.
(cc) Foreign
Corrupt Practices; Criminal Acts. None of the Company, any Subsidiary, any director or officer thereof or, to the knowledge
of the Company, any agent, employee, affiliate or other Person acting on behalf of the Company or any Subsidiary is aware of or
has taken any action, directly or indirectly, that would result in a violation by such Persons of the FCPA, the CFPOA, or any applicable
anti-corruption laws, rules, or regulation of Canada, the United States or any other jurisdiction in which the Company or any Subsidiary
conducts business, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce
corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property,
gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term
is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention
of the FCPA or the CFPOA and the Company, the Subsidiaries and, to the knowledge of the Company, the Affiliates of the Company
and the Subsidiaries have conducted their businesses in compliance with the FCPA and the CFPOA and have instituted and maintain
policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.
Neither the Company nor any Subsidiary has engaged in, or will engage in, (i) any direct or indirect dealings or transactions
in violation of U.S. federal or state criminal laws, including, without limitation, the Controlled Substances Act (except as otherwise
disclosed in the Incorporated Documents), the Racketeer Influenced and Corrupt Organizations Act, the Travel Act or any anti-money
laundering statute, or (ii) any “aiding and abetting” in any violation of U.S. federal or state criminal laws.
(dd) Accountants.
Davidson & Company LLP, who have audited the consolidated financial statements of the Company that are included or incorporated
by reference in the Registration Statement and the Prospectuses, and whose reports appear or are incorporated by reference in the
Registration Statement and the Prospectuses, is independent with respect to the Company as required by Canadian Securities Laws
and the rules of professional conduct applicable to auditors in each of the provinces and territories of Canada and is an
independent registered public accounting firm as required by the Securities Act and the Exchange Act.
(ee) Acknowledgment
Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the Purchasers is acting
solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated
thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in
any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given
by any Purchaser or any of their respective representatives or agents in connection with the Transaction Documents and the transactions
contemplated thereby is merely incidental to the Purchasers’ purchase of the Securities. The Company further represents to
each Purchaser that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based
solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.
(ff) Acknowledgment
Regarding Purchaser’s Trading Activity. The Company further understands and acknowledges that (i) one or more Purchasers
may engage in hedging activities (in material compliance with applicable laws) at various times during the period that the Securities
are outstanding, including, without limitation, during the periods that the value of the Warrant Shares deliverable with respect
to the Warrants are being determined, and (ii) such hedging activities (if any) could reduce the value of the existing shareholders’
equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges
that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.
(gg) Regulation
M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly,
any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate
the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases
of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase
any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Placement
Agent in connection with the placement of the Securities.
(hh) Stock
Option Plans. Each stock option granted by the Company under the Company’s stock option plan, or as an inducement grant
outside of a stock option plan, was granted (i) in accordance with the terms of the Company’s stock option plan or under
its terms, respectively, and (ii) with an exercise price at least equal to the fair market value of the Common Shares on the
date such stock option would be considered granted under IFRS and applicable law. No stock option granted under the Company’s
stock option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or
practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release
or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.
(ii) Mining
Rights. Except as described in the Registration Statement, the Prospectuses or the Incorporated Documents:
(i) The Tuligtic
Property which hosts the Ixtaca Project, as described in the Registration Statement, Prospectuses and Incorporated Documents (“Material
Property”), is the sole mineral property that is currently material to the Company in which the Company or the Subsidiaries
have an interest.
(ii) The Company,
directly or through its Subsidiaries, holds an interest in fee or freehold title, mining leases, mining concessions, mining claims,
exploration permits, prospecting permits, participant interests, conventional property agreements, or proprietary interests or
rights, or other similar contractual rights recognized in the jurisdiction in which the Material Property are located, in respect
of the ore bodies and minerals located on the Material Property in which the Company (through the applicable subsidiary) has an
interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, instruments, contracts,
arrangements or understandings, sufficient to permit the Company (through the applicable subsidiary) to explore for the minerals
relating thereto, and all such material documents, agreements, instruments, contracts, arrangements or understandings in connection
with the Material Property (“Material Property Agreements”) are valid and subsisting and enforceable in accordance
with their terms, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iii) All concessions,
leases, property agreements and contracts, claims and permits relating to the Material Property in which the Company (through the
applicable subsidiary) has an interest or right have been validly granted, located, approved, executed and/or recorded or filed
in accordance with all applicable laws and are valid, subsisting and enforceable in all respects, except in each case where the
failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iv) the Company (through the applicable Subsidiary) has, or reasonably anticipates receiving in due course, all necessary surface rights,
access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable
subsidiary) has an interest granting the Company (through the applicable Subsidiary) the right and ability to explore for minerals,
ore and metals as are appropriate in view of the rights and interest therein of the Company or the applicable Subsidiary, with
only such exceptions as do not materially interfere with the current use made by the Company or the applicable Subsidiary of the
rights or interest so held, and each of the proprietary interests or rights and each of the Material Property Agreements is currently
in good standing in all respects in the name of the Company or the applicable Subsidiary, except where such failure to be so would
not reasonably be expected to have a Material Adverse Effect.
(v) All
assessments or other work required to have been performed to date in relation to the material mining claims and mining rights of
the Company and the applicable Subsidiary in order to maintain their respective interests therein, if any, have been performed
to date and, the Company and the applicable Subsidiary have complied in all respects with all applicable laws in this regard as
well as with legal and contractual obligations to third parties in this regard except in respect of mining claims and mining rights
that the Company and the applicable Subsidiary intend to abandon or relinquish and except for any non-compliance which would not
either individually or in the aggregate reasonably be expected to have a Material Adverse Effect.
(jj) Mining
Practice. Except as disclosed in the Registration Statement and the Base Prospectuses or as will be disclosed in the Prospectus
Supplements, all mining operations by the Company and its Subsidiaries on the Material Property have for the past five (5) years
been conducted with the exercise of reasonable diligence, skill, care and prudence for mining operations in similar locations under
similar circumstances.
(kk) Technical
Reports. The Prospectuses set out the technical report relating to the Material Property (the “Report”) as of the
date of this Agreement. The Report was at the time of filing compliant, in all material respects, with the requirements of the
provisions of NI 43-101 — Standards of Disclosure for Mineral Projects (“NI 43-101”). All scientific and technical
information disclosed in the Registration Statement, Prospectuses and Incorporated Documents: (i) is based upon information
prepared by or under the supervision of, or approved by, a “qualified person” (as such term is defined in NI 43-101)
and (ii) was true, complete and accurate in all material respects at the time of filing. The Company made available to the
respective authors thereof prior to the issuance of the Report, for the purpose of preparing the Report, as applicable, all information
requested, and no such information contained any misrepresentation as at the time the relevant information was made available.
The Report, as of its date, accurately and completely set forth all material facts relating to the Material Property, and as of
the date hereof and the date of the Prospectuses, there is no new material scientific or technical information concerning the Material
Property not included in the Report. With respect to information set forth in the Registration Statement, the Prospectuses and
Incorporated Documents: (i) the mineral reserve and mineral resource estimated have been disclosed in accordance with National
Instrument 43-101 — Standards of Disclosure for Mineral Projects, as applicable, by or under the supervision of a “qualified
person” as defined therein; and (ii) the methods used in estimating the Company’s mineral reserves and mineral
resources are in accordance with accepted mineral reserve and mineral resource estimation practices.
(ll) Office
of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company's knowledge, any director, officer, agent,
employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of
Foreign Assets Control of the U.S. Treasury Department (“OFAC”).
(mm) U.S.
Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the
meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s
request.
(nn) Bank
Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act
of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the
“Federal Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly
or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent or
more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither
the Company nor any of its Subsidiaries or Affiliates exercises a controlling influence over the management or policies of a bank
or any entity that is subject to the BHCA and to regulation by the Federal Reserve.
(oo) Money
Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with
applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970,
as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money
Laundering Laws”), and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator
involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company
or any Subsidiary, threatened.
(pp) Other
Covered Persons. Other than the Placement Agent, the Company is not aware of any Person (other than any Issuer Covered Person)
that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale
of any Securities.
3.2. Representations
and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as
of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they
shall be accurate as of such date):
(a) Organization;
Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability
company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents
and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and
performance by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary
corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction
Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with
the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance
with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited
by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar
as indemnification and contribution provisions may be limited by applicable law. Such Purchaser is not a resident of any jurisdiction
in Canada.
(b) Understandings
or Arrangements. Such Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect
arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation
and warranty not limiting such Purchaser’s right to sell the Securities in compliance with applicable federal, provincial
and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business.
(c) Purchaser
Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, either: (i) an
“accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities
Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. The
Purchaser is not resident or domiciled in any province or territory in Canada and is not purchasing the Securities with a view
to their resale in Canada.
(d) Experience
of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and
experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk
of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.
(e) Access
to Information. The Purchaser has been furnished with or has had access to the Company’s periodic reports, the Transaction
Documents, the Registration Statement and the Base Prospectuses and will be provided with the U.S. Prospectus Supplement. The Purchaser
is not deemed to have any knowledge of any information not included in the documents described above unless such information is
delivered in the manner described in the next sentence. In addition, the Purchaser may have received in writing from the Company
such other information concerning its operations, financial condition and other matters as the Purchaser has requested, identified
thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), and
considered all factors the Purchaser deems material in deciding on the advisability of investing in the Securities. The Purchaser
was afforded (i) the opportunity to ask such questions as the Purchaser deemed necessary of, and to receive answers from,
representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information
about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient
to enable the Purchaser to evaluate the Securities; and (iii) the opportunity to obtain such additional information that the
Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision
with respect to acquiring the Securities.
(f) Certain
Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, each Purchaser has not,
nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any
purchases or sales, including Short Sales, of the securities of the Company or “derivative” securities based on securities
issued by the Company during the period commencing as of the time that such Purchaser first held discussions (written or oral)
from the Company or any other Person representing the Company setting forth the material terms of the transactions contemplated
hereunder and ending immediately prior to execution of this Agreement. Other than to other Persons party to this Agreement or to
such Purchaser’s representatives, including, without limitation, its officers, directors, partners, legal and other advisors,
employees, agents and Affiliates, such Purchaser has maintained the confidentiality of all disclosures made to it in connection
with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for the avoidance
of doubt, nothing contained herein shall constitute a representation or warranty against, or a prohibition of, any actions with
respect to the borrowing of, arrangement to borrow, identification of the availability of, and/or securing of, securities of the
Company in order for such Purchaser (or its broker or other financial representative) to effect Short Sales or similar transactions
following the Closing Date. The Company acknowledges and agrees that the representations contained in this Section 3.2 shall
not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained
in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument
executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby. Notwithstanding
the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude
any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions.
(g) Reserved.
(h) Communication
of Offer. The Purchaser is not purchasing the Securities as a result of any “general solicitation” or “general
advertising,” as such terms are defined in Regulation D, which includes, but is not limited to, any advertisement, article,
notice or other communication regarding the Securities published in any newspaper, magazine or similar media or on the internet
or broadcast over television, radio or the internet or presented at any seminar or any other general solicitation or general advertisement.
(i) No
Governmental Review. The Purchaser understands that no United States federal or state agency or any other governmental or state
agency has passed on or made recommendations or endorsement of the Securities or the suitability of the investment in the Securities
nor have such authorities passed upon or endorsed the merits of the Offering.
ARTICLE IV.
OTHER AGREEMENTS OF THE PARTIES
4.1. Legends.
The Securities shall be issued free of legends.
4.2. Furnishing
of Information. Until the earliest of the time that (i) no Purchaser owns Securities or (ii) the Warrants have expired,
the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all
reports required to be filed by the Company after the date hereof pursuant to the Exchange Act, except in the event of a merger
or acquisition transaction (or other corporate action) approved by the Board of Directors that results in the Company not being
subject to such reporting requirements.
4.3. Integration.
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined
in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would
require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the
closing of such subsequent transaction.
4.4. Securities
Laws Disclosure; Publicity. The Company shall (a) by the Disclosure Time issue a press release disclosing the material
terms of the transactions contemplated hereby, and (b) furnish a Report on Form 6-K, including the Transaction Documents
as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press
release, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered
to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or
agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance
of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement,
whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees
or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate. The Company
and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated
hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement
without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each
Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except
if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice
of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any
Purchaser, or include the name of any Purchaser in any filing or submission with or to the Commission or any regulatory agency
or Trading Market, without the prior written consent of such Purchaser, except (a) as required by applicable securities law
in connection with the filing or submission of final Transaction Documents with or to the Commission or the Canadian Qualifying
Authorities and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company
shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b).
4.5. Shareholder
Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any
Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including
any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company,
or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities
under the Transaction Documents or under any other agreement between the Company and the Purchasers.
4.6. Non-Public
Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents,
which shall be disclosed pursuant to Section 4.4, the Company covenants and agrees that neither it, nor any other Person acting
on its behalf will provide any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably
believes constitutes, material non-public information, unless prior thereto such Purchaser shall have consented to the receipt
of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that
each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent
that the Company delivers any material, non-public information to a Purchaser without such Purchaser’s consent, the Company
hereby covenants and agrees that such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries,
or any of their respective officers, directors, agents, employees or Affiliates, or a duty to the Company, any of its Subsidiaries
or any of their respective officers, directors, agents, employees or Affiliates not to trade on the basis of, such material, non-public
information, provided that the Purchaser shall remain subject to applicable law. To the extent that any notice provided pursuant
to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries,
the Company shall simultaneously file such notice with the Commission pursuant to a Report on Form 6-K or shall issue a press
release containing such material non-public information. The Company understands and confirms that each Purchaser shall be relying
on the foregoing covenant in effecting transactions in securities of the Company.
4.7. Use
of Proceeds. Except as set forth in the Prospectus Supplement, the Company shall use the net proceeds from the sale of the
Securities hereunder for general corporate purposes and shall not use such proceeds: (a) for the satisfaction of any portion
of the Company’s debt (other than payment of trade payables in the ordinary course of the Company’s business and prior
practices), (b) for the redemption of any Common Shares or Common Share Equivalents, (c) for the settlement of any outstanding
litigation or (d) in violation of FCPA or OFAC regulations.
4.8. Indemnification
of Purchasers. Subject to the provisions of this Section 4.8, the Company will indemnify and hold each Purchaser and its
directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent
role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser
(within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers,
shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding
such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”)
harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments,
amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser
Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants
or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against
the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any shareholder of the Company who is
not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless
such action is solely based upon a material breach of such Purchaser Party’s representations, warranties or covenants under
the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such shareholder or any violations
by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which is finally judicially
determined to constitute fraud, gross negligence or willful misconduct), the Company will indemnify each Purchaser Party, to the
fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including,
without limitation, reasonable attorneys’ fees) and expenses, as incurred, arising out of or relating to (i) any untrue
statement of a material fact contained in the Registration Statement, the Prospectuses or in any amendment or supplement thereto
arising out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements
therein (in the case of any prospectus or supplement thereto, in the light of the circumstances under which they were made) not
misleading, except to the extent, but only to the extent, that such untrue statements or omissions are based solely upon information
regarding such Purchaser Party furnished in writing to the Company by such Purchaser Party expressly for use therein, or (ii) any
violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or
regulation thereunder in connection therewith, except to the extent, but only to the extent, that such violation arises directly
from untrue statements or omissions made by the Company and based solely upon information regarding a Purchaser Party furnished
in writing to the Company by such Purchaser Party expressly for use in any disclosure document, report or other filing of the Company.
If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement,
such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof
with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ
separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be
at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized
by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ
counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue
between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for
the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party
under this Agreement (1) for any settlement by a Purchaser Party effected without the Company’s prior written consent,
which shall not be unreasonably withheld or delayed; or (2) to the extent, but only to the extent that a loss, claim, damage
or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements
made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.8
shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are
received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right
of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.
4.9. Reservation
of Common Shares. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available
at all times, free of preemptive rights, a sufficient number of Common Shares for the purpose of enabling the Company to issue
Shares pursuant to this Agreement and Warrant Shares pursuant to any exercise of the Warrants, if applicable.
4.10. Listing
of Common Shares. The Company hereby agrees to use commercially reasonable efforts to maintain the listing or quotation of
the Common Shares on the Toronto Stock Exchange and the NYSE American, and concurrently with the Closing, the Company shall apply
to list all of the Shares and Warrant Shares on the Toronto Stock Exchange and the NYSE American and as soon as commercially practicable
secure the listing of all of the Shares and Warrant Shares on the Toronto Stock Exchange and the NYSE American. The Company further
agrees, if the Company applies to have the Common Shares traded on any other Trading Market, it will then include in such application
all of the Shares and Warrant Shares and will take such other action as is necessary to cause all of the Shares and Warrant Shares
to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary
to continue the listing and trading of its Common Shares on a Trading Market and will comply in all material respects with the
Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. For so long as the
Company maintains a listing or quotation of the Common Shares on a Trading Market, the Company agrees to maintain the eligibility
of the Common Shares for electronic transfer through the Depository Trust Company or another established clearing corporation,
including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation
in connection with such electronic transfer.
4.11. Lock-Up.
The Company shall not amend, modify, waive or terminate any provision of any of the Lock-Up Agreements except to extend the term
of the lock-up period and shall enforce the provisions of each Lock-Up Agreement in accordance with its terms. If any party to
a Lock-Up Agreement breaches any provision of a Lock-Up Agreement, the Company shall promptly use its commercially reasonable efforts
to seek specific performance of the terms of such Lock-Up Agreement.
4.12. Subsequent
Equity Sales.
(a) From
the date hereof until sixty (60) days after the Closing Date, neither the Company nor any Subsidiary shall issue, enter into any
agreement to issue or announce the issuance or proposed issuance of any Common Shares or Common Share Equivalents.
(b) Notwithstanding
the foregoing, this Section 4.12 shall not apply in respect of an Exempt Issuance.
4.13. Equal
Treatment of Purchasers. No consideration (including any modification of any Transaction Document) shall be offered or paid
to any Person to amend or consent to a waiver or modification of any provision of the Transaction Documents unless the same consideration
is also offered to all of the parties to such Transaction Documents. For clarification purposes, this provision constitutes a separate
right granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to
treat the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect
to the purchase, disposition or voting of Securities or otherwise.
4.14. Certain
Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither
it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including
Short Sales of any of the Company’s securities during the period commencing with the execution of this Agreement and ending
at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release
as described in Section 4.4. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such
time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release
as described in Section 4.4, such Purchaser will maintain the confidentiality of the existence and terms of this transaction.
Notwithstanding the foregoing, and notwithstanding anything contained in this Agreement to the contrary, the Company expressly
acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not engage
in effecting transactions in any securities of the Company after the time that the transactions contemplated by this Agreement
are first publicly announced pursuant to the initial press release as described in Section 4.4, (ii) no Purchaser shall
be restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities
laws from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the
initial press release as described in Section 4.4 and (iii) no Purchaser shall have any duty of confidentiality or duty
not to trade in the securities of the Company to the Company or its Subsidiaries after the issuance of the initial press release
as described in Section 4.4. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment
vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers
have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s
assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that
made the investment decision to purchase the Securities covered by this Agreement.
4.15. Exercise
Procedures. The form of Notice of Exercise included in the Warrants set forth the totality of the procedures required of the
Purchasers in order to exercise the Warrants. No additional legal opinion, other information or instructions shall be required
of the Purchasers to exercise their Warrants. Without limiting the preceding sentences, no ink-original Notice of Exercise shall
be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required
in order to exercise the Warrants. The Company shall honor exercises of the Warrants and shall deliver Warrant Shares in accordance
with the terms, conditions and time periods set forth in the Transaction Documents.
ARTICLE V.
MISCELLANEOUS
5.1. Termination.
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect
whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing
has not been consummated on or before the fifth (5th) Trading Day following the date hereof; provided, however,
that no such termination will affect the right of any party to sue for any breach by any other party (or parties).
5.2. Fees
and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and
expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident
to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent
fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company
and any exercise notice delivered by a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery
of any Securities to the Purchasers.
5.3. Entire
Agreement. The Transaction Documents, together with the exhibits thereto, the Prospectuses, contain the entire understanding
of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral
or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.
5.4. Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is delivered
via facsimile at the facsimile number or email attachment at the email address as set forth on the signature pages attached
hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the time of transmission,
if such notice or communication is delivered via facsimile at the facsimile number or email attachment at the email address as
set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York
City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if sent by U.S.
nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to
be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto. To
the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, nonpublic information
regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a
Report on Form 6-K or by issuing a press release containing such material non-public information.
5.5. Amendments;
Waivers. Prior to Closing, no provision of this Agreement may be waived, modified, supplemented or amended except in a written
instrument signed, in the case of an amendment, by the Company and all of the Purchasers. Thereafter, no provision of this Agreement
may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company
and Purchasers which purchased at least 50.1% in interest of the Shares based on the initial Subscription Amounts hereunder or,
in the case of a waiver, by the party against whom enforcement of any such waived provision is sought, provided that if any amendment,
modification or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately
impacted Purchaser (or group of Purchasers) shall also be required. No waiver of any default with respect to any provision, condition
or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default
or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any
right hereunder in any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately,
materially and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations
of the other Purchasers shall require the prior written consent of such adversely affected Purchaser. Any amendment effected in
accordance with this Section 5.5 shall be binding upon each Purchaser and holder of Securities and the Company.
5.6. Headings.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof.
5.7. Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted
assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of
each Purchaser (other than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to
whom such Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect
to the transferred Securities, by the provisions of the Transaction Documents that apply to the Purchasers.
5.8. No
Third-Party Beneficiaries. The Placement Agent shall be the third party beneficiary of the representations and warranties of
the Company in Section 3.1 and the representations and warranties of the Purchasers in Section 3.2. This Agreement is
intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit
of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in Section 4.8 and this Section 5.8.
5.9. Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall
be governed by and construed and enforced in accordance with the laws of the State of New York, without regard to the principles
of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense
of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto
or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively
in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder
or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement
of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any action or Proceeding, any
claim that it is not personally subject to the jurisdiction of any such court, that such action or Proceeding is improper or is
an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process
being served in any such action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery
(with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such
service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to
limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an action or Proceeding
to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.8,
the prevailing party in such action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’
fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or Proceeding.
5.10. Survival.
The representations and warranties contained herein shall survive the Closing and the delivery of the Securities for a period of
not longer than three (3) years from the Closing.
5.11. Execution.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being
understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof.
5.12. Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that
they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.
5.13. Rescission
and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of)
any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction
Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser
may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand
or election in whole or in part without prejudice to its future actions and rights; provided, however, that, in the case of a rescission
of an exercise of a Warrant, the applicable Purchaser shall be required to return any Common Shares subject to any such rescinded
exercise notice concurrently with the return to such Purchaser of the aggregate exercise price paid to the Company for such Common
Shares and the restoration of such Purchaser’s right to acquire such Common Shares pursuant to such Purchaser’s Warrant
(including, issuance of a replacement warrant certificate evidencing such restored right).
5.14. Replacement
of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company
shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or
in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory
to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall
also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.
5.15. Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of
the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that
monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the
Transaction Documents and hereby agree to waive and not to assert in any Action for specific performance of any such obligation
the defense that a remedy at law would be adequate.
5.16. Payment
Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document
or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or
exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from,
disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person
under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action),
then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived
and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.
5.17. Independent
Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document are several
and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance
or nonperformance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any
other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the
Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers
are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction
Documents. Each Purchaser shall be entitled to independently protect and enforce its rights including, without limitation, the
rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser
to be joined as an additional party in any Proceeding for such purpose. Each Purchaser has been represented by its own separate
legal counsel in its review and negotiation of the Transaction Documents. For reasons of administrative convenience only, each
Purchaser and its respective counsel have chosen to communicate with the Company through the legal counsel of the Placement Agent.
The legal counsel of the Placement Agent does not represent any of the Purchasers and only represents the Placement Agent. The
Company has elected to provide all Purchasers with the same terms and Transaction Documents for the convenience of the Company
and not because it was required or requested to do so by any of the Purchasers. It is expressly understood and agreed that each
provision contained in this Agreement and in each other Transaction Document is between the Company and a Purchaser, solely, and
not between the Company and the Purchasers collectively and not between and among the Purchasers.
5.18. Liquidated
Damages. The Company’s obligations to pay any liquidated damages or other amounts owing under the Transaction Documents
is a continuing obligation of the Company and shall not terminate until all unpaid liquidated damages and other amounts have been
paid notwithstanding the fact that the instrument or security pursuant to which such liquidated damages or other amounts are due
and payable shall have been canceled.
5.19. Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required
or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding
Business Day.
5.20. Construction.
The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction
Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition,
each and every reference to share prices and Common Shares in any Transaction Document shall be subject to adjustment for reverse
and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Shares that occur after
the date of this Agreement.
5.21. Sales
During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution
of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing
(the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of any Common Shares
to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser
shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally
bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser
at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to
the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company
hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether
or not during the Pre-Settlement Period such Purchaser shall sell any Common Shares to any Person and that any such decision to
sell any Common Shares by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any.
5.22. WAIVER
OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES
EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY
AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.
(Signature Pages Follow)
IN WITNESS WHEREOF,
the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.
|
ALMADEN MINERALS LTD.
|
Address for
|
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE FOR PURCHASER FOLLOWS]
Signature Page to Securities Purchase Agreement
[PURCHASER SIGNATURE PAGES TO ALAMADEN SECURITIES
PURCHASE AGREEMENT]
IN WITNESS WHEREOF, the undersigned have
caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated
above.
|
Signature of Authorized Signatory of Purchaser:
|
|
|
|
Name of Authorized Signatory:
|
|
|
|
Title of Authorized Signatory:
|
|
|
|
Email Address of Authorized Signatory:
|
|
|
|
Facsimile Number of Authorized Signatory:
|
|
|
|
Address for Notice to Purchaser:
|
|
|
Signature Page to Securities Purchase
Agreement
Exhibit A
Form of Lock-Up Agreement
See attached.
LOCK-UP AGREEMENT
Almaden Minerals Ltd.
|
|
Re:
|
Securities Purchase Agreement, dated as of March 16, 2021 (the “Purchase Agreement”),
between Almaden Minerals Ltd. (the “Company”) and the purchasers signatory thereto (each, a “Purchaser”
and, collectively, the “Purchasers”)
|
Ladies and Gentlemen:
Defined terms
not otherwise defined in this letter agreement (the “Letter Agreement”) shall have the meanings set forth in
the Purchase Agreement. Pursuant to Section 2.2(a) of the Purchase Agreement and in satisfaction of a condition of the Company’s
obligations under the Purchase Agreement, the undersigned irrevocably agrees with the Company that, from the date hereof until
60 days following the Closing Date (such period, the “Restriction Period”), the undersigned will not offer,
sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might
reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash
settlement or otherwise) by the undersigned or any Affiliate of the undersigned, directly or indirectly, or establish or increase
a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), with respect to, any Common Shares of the Company or
securities convertible, exchangeable or exercisable into, Common Shares of the Company beneficially owned, held or hereafter acquired
by the undersigned (the “Securities”). Beneficial ownership shall be calculated in accordance with Section 13(d)
of the Exchange Act. In order to enforce this covenant, the Company shall impose stop-transfer instructions preventing the Transfer
Agent of the Company from effecting any actions in violation of this Letter Agreement.
Notwithstanding
the foregoing, and subject to the conditions below, the undersigned may transfer the Securities provided that (1) the Company
receives a signed lock-up letter agreement (in the form of this Letter Agreement) for the balance of the Restriction Period from
each donee, trustee, distributee, or transferee, as the case may be, prior to such transfer (2) any such transfer shall not
involve a disposition for value, (3) such transfer is not required to be reported with the Securities and Exchange Commission
in accordance with the Exchange Act and no report of such transfer shall be made voluntarily, and (4) neither the undersigned
nor any donee, trustee, distributee or transferee, as the case may be, otherwise voluntarily effects any public filing or report
regarding such transfers, with respect to transfer:
|
|
i)
|
as a bona fide gift or gifts;
|
|
|
ii)
|
to any immediate family member or to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin);
|
|
|
iii)
|
to any corporation, partnership, limited liability company, or other business entity all of the equity holders of which consist of the undersigned and/or the immediate family of the undersigned;
|
|
|
iv)
|
if the undersigned is a corporation, partnership, limited liability company, trust or other business entity (a) to another corporation, partnership, limited liability company, trust or other business entity that is an Affiliate of the undersigned or (b) in the form of a distribution to limited partners, limited liability company members or stockholders of the undersigned;
|
|
|
v)
|
if the undersigned is a trust, to the beneficiary of such trust; or
|
|
|
vi)
|
by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned.
|
In addition,
notwithstanding the foregoing, this Letter Agreement shall not restrict (i) the delivery of Common Shares to the undersigned upon
exercise of any options granted under any employee benefit plan of the Company; provided that any Common Shares or Securities acquired
in connection with any such exercise will be subject to the restrictions set forth in this Letter Agreement, or (ii) the delivery
of Common Shares to the undersigned upon the exercise of warrants; provided that such Common Shares delivered to the undersigned
in connection with such exercise are subject to the restrictions set forth in this Letter Agreement, (iii) transfers of Common
Shares or any securities convertible into Common Shares in connection with any “net” or “cashless” exercise
of securities granted under any duly authorized equity incentive plan or other compensatory plan of the Company.
Furthermore,
the undersigned may enter into any new plan established in compliance with Rule 10b5-1 of the Exchange Act; provided that (i) such
plan may only be established if no public announcement or filing with the Securities and Exchange Commission, or other applicable
regulatory authority, is made in connection with the establishment of such plan during the Restriction Period and (ii) no sale
of Common Shares are made pursuant to such plan during the Restriction Period.
The undersigned
acknowledges that the execution, delivery and performance of this Letter Agreement is a material inducement to each Purchaser to
complete the transactions contemplated by the Purchase Agreement and the Company shall be entitled to specific performance of the
undersigned’s obligations hereunder. The undersigned hereby represents that the undersigned has the power and authority to
execute, deliver and perform this Letter Agreement, that the undersigned has received adequate consideration therefor and that
the undersigned will indirectly benefit from the closing of the transactions contemplated by the Purchase Agreement.
This Letter Agreement
may not be amended or otherwise modified in any respect without the written consent of each of the Company and the undersigned.
This Letter Agreement shall be construed and enforced in accordance with the laws of the State of New York without regard to the
principles of conflict of laws. The undersigned hereby irrevocably submits to the exclusive jurisdiction of the United States District
Court sitting in the Southern District of New York and the courts of the State of New York located in Manhattan, for the purposes
of any suit, action or proceeding arising out of or relating to this Letter Agreement, and hereby waives, and agrees not to assert
in any such suit, action or proceeding, any claim that (i) it is not personally subject to the jurisdiction of such court, (ii)
the suit, action or proceeding is brought in an inconvenient forum, or (iii) the venue of the suit, action or proceeding is improper.
The undersigned hereby irrevocably waives personal service of process and consents to process being served in any such suit, action
or proceeding by receiving a copy thereof sent to the Company at the address in effect for notices to it under the Purchase Agreement
and agrees that such service shall constitute good and sufficient service of process and notice thereof. The undersigned hereby
waives any right to a trial by jury. Nothing contained herein shall be deemed to limit in any way any right to serve process in
any manner permitted by law. The undersigned agrees and understands that this Letter Agreement does not intend to create any relationship
between the undersigned and any Purchaser and that no Purchaser is entitled to cast any votes on the matters herein contemplated
and that no issuance or sale of the Securities is created or intended by virtue of this Letter Agreement.
This Letter Agreement
shall be binding on successors and assigns of the undersigned with respect to the Securities and any such successor or assign shall
enter into a similar agreement for the benefit of the Purchasers.
*** SIGNATURE PAGE FOLLOWS***
This Letter Agreement
may be executed in two or more counterparts, all of which when taken together may be considered one and the same agreement.
|
|
|
|
Signature
|
|
|
|
|
|
|
|
|
Print Name
|
|
|
|
|
|
|
|
|
Position in Company, if any
|
|
|
|
|
|
Address for Notice:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Common Shares
|
|
|
|
|
Number of Common Shares underlying subject to warrants, options, debentures or other convertible securities
|
By signing below, the
Company agrees to enforce the restrictions on transfer set forth in this Letter Agreement.
|
ALMADEN MINERALS LTD.
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
Exhibit B
Form of Warrant
See attached.
COMMON SHARE PURCHASE WARRANT
ALMADEN MINERALS LTD.
|
Warrant Shares: _______
|
|
Initial Exercise Date: March 18, 2021
Issue Date: March 18, 2021
|
THIS COMMON SHARE PURCHASE WARRANT (the
“Warrant”) certifies that, for value received, [_________________] or its assigns (the “Holder”)
is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on
or after the Issue Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time)
on March 18, 2024 (the “Termination Date”), but not thereafter, to subscribe for and purchase from
Almaden Minerals Ltd., a company incorporated under the law of the Province of British Columbia (the “Company”),
up to [______] common shares, without par value, in the authorized share structure of the Company (the “Common Shares”)
(as subject to adjustment hereunder, the “Warrant Shares”). This Warrant is one of the Warrants to purchase
Common Shares (the “Warrants”) issued pursuant to that certain Securities Purchase Agreement, dated as of March 16
, 2021 (the “Subscription Date”) by and between the Company and investors party thereto.
The purchase price of one Warrant Share
under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Section 1. Definitions.
Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement
(the “Purchase Agreement”), dated March 16, 2021, among the Company and the Holder.
Section 2. Exercise.
a) Exercise of Warrant. Exercise
of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial
Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy (or.pdf copy via e-mail attachment)
of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”) and delivery of the aggregate
Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check
drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in
the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee
(or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary,
the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the
Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant
to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered
to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available
hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to
the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant
Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading
Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that,
by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number
of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
b) Exercise Price. The exercise
price per Warrant Share under this Warrant shall be $0.80, subject to adjustment hereunder (the “Exercise Price”).
c) Cashless Exercise. If at
any time during the term of this Warrant, there is no effective registration statement registering (which may be the Registration
Statement on Form F-10 (File No. 333-252171)), or no current prospectus available for, the issuance or resale of the
Warrant Shares by the Holder, the Holder may exercise the Warrant, in whole or in part, at such time by means of a “cashless
exercise” in which the Holder shall be entitled to receive a number of Warrant Shares determined according to the following
formula (a “Cashless Exercise”):
Net Number = (A x B) – (A
x C)
B
For purposes of the foregoing formula:
(A) = the total number of shares with
respect to which the Warrants are then being exercised.
(B) = as applicable: (i) the VWAP
on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both
executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and
delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours”
(as defined in Rule 600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at
the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of
Exercise or (z) the Bid Price of the Common Share on the principal Trading Market as reported by Bloomberg L.P. as of the
time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular
trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours
after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the
VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of
Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours”
on such Trading Day; and
(C) = the Exercise Price then in effect
for the applicable Warrant Shares at the time of such exercise.
If Warrant Shares are issued in such a cashless exercise, the
parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the holding period of the
Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position
contrary to this Section 2(c). Notwithstanding anything to the contrary, without limiting the rights of the Holder to receive
liquidated damages pursuant to Section 2(d)(iv) herein, in the event the Company does not have or maintain an effective
registration statement, there are no circumstances that would require the Company to make any cash payments or net cash settle
the purchase warrants to the Holders.
“Bid Price” means,
for any date, the price determined by the first of the following clauses that applies: (a) if the Common Shares are then
listed or quoted on a Trading Market, the bid price of the Common Shares for the time in question (or the nearest preceding
date) on the Trading Market on which the Common Shares are then listed or quoted as reported by Bloomberg L.P. (based on a
Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is
not a Trading Market, the volume weighted average price of the Common Shares for such date (or the nearest preceding date) on
OTCQB or OTCQX as applicable, (c) if the Common Shares are not then listed or quoted for trading on OTCQB or OTCQX and
if prices for the Common Shares are then reported in the “Pink Sheets” published by OTC Markets Group, Inc.
(or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per Common
Share so reported, or (d) in all other cases, the fair market value of a Common Share as determined by an independent
appraiser selected in good faith by the Holders of a majority in interest of the Securities then outstanding and reasonably
acceptable to the Company, the fees and expenses of which shall be paid by the Company.
“VWAP” means, for any
date, the price determined by the first of the following clauses that applies: (a) if the Common Shares are then listed or
quoted on a Trading Market, the daily volume weighted average price of the Common Shares for such date (or the nearest preceding
date) on the Trading Market on which the Common Shares are then listed or quoted as reported by Bloomberg L.P. (based on a Trading
Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading
Market, the volume weighted average price of the Common Shares for such date (or the nearest preceding date) on OTCQB or OTCQX
as applicable, (c) if the Common Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the
Common Shares are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization
or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Shares so reported,
or (d) in all other cases, the fair market value of a Common Share as determined by an independent appraiser selected in good
faith by the Holders of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the
fees and expenses of which shall be paid by the Company.
Notwithstanding anything herein to the contrary
so long as the Common Shares are listed on the Toronto Stock Exchange (the “TSX”), all calculations contemplated
in this subsection 2(c) shall utilize the definitions of “market price” and “VWAP” (or their equivalents)
and any related definitions and related calculation concepts then contained in the TSX Company Manual.
d) Mechanics of Exercise.
i. Delivery of Warrant Shares Upon
Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder
by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through
its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and
either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the
Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner of sale
limitations pursuant to Rule 144 (assuming cashless exercise of the Warrants), and otherwise by physical delivery of a certificate,
registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to
which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the
date that is two (2) Trading Days after the delivery to the Company of the Notice of Exercise and payment of the aggregate
Exercise Price (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the
Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which
this Warrant has been exercised (or, as the case may be, the number of Warrant Shares issuable upon a cashless exercise), irrespective
of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of
a cashless exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days
comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to
deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall
pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise
(based on the VWAP of the Common Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20
per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant
Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a
transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein,
“Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on
the Company’s primary Trading Market with respect to the Common Shares as in effect on the date of delivery of the Notice
of Exercise. Under no circumstances is the Company required to cause the Warrant Shares to be delivered prior to payment of the
aggregate Exercise Price by the Holder.
ii. Delivery of New Warrants Upon
Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender
of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant certificate evidencing
the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant certificate shall
in all other respects be identical with this Warrant certificate.
iii. Rescission Rights. If the
Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i) by
the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.
iv. Compensation for Buy-In on
Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if the
Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section 2(d)(i) above
pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker
to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, Common Shares
to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise
(a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the
Holder’s total purchase price (including brokerage commissions, if any) for the Common Shares so purchased exceeds (y) the
amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in
connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation
was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant
Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder
the number of Common Shares that would have been issued had the Company timely complied with its exercise and delivery obligations
hereunder. For example, if the Holder purchases Common Shares having a total purchase price of $11,000 to cover a Buy-In with
respect to an attempted exercise of Common Shares with an aggregate sale price giving rise to such purchase obligation of $10,000,
under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder
shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon
request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other
remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or
injunctive relief with respect to the Company’s failure to timely deliver the Common Shares upon exercise of the Warrant
as required pursuant to the terms hereof.
v. No Fractional Shares or Scrip.
No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction
of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either
pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or
round up to the next whole share.
vi. Charges, Taxes and Expenses.
Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense
in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant
Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however,
that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered
for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require,
as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall
pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository
Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic
delivery of the Warrant Shares.
vii. Closing of Books. The Company
will not close its shareholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the
terms hereof.
e) Holder’s Exercise Limitations.
The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this
Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set
forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting
as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)),
would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing
sentence, the number of Common Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include
the number of Common Shares issuable upon exercise of this Warrant with respect to which such determination is being made, but
shall exclude the number of Common Shares which would be issuable upon (i) exercise of the remaining, nonexercised portion
of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion
of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common
Share Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially
owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes
of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange
Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing
to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely
responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this
Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned
by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be
in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination
of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution
Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and
the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to
any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the
rules and regulations promulgated thereunder and the Company shall have no obligation to verify or confirm the accuracy of
such determination. For purposes of this Section 2(e), in determining the number of outstanding Common Shares, a Holder may
rely on the number of outstanding Common Shares as reflected in (A) the Company’s most recent periodic or annual report
filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent
written notice by the Company or the Transfer Agent setting forth the number of Common Shares outstanding. Upon the written
or oral request of a Holder, the Company shall within one (1) Trading Day confirm orally and in writing to the Holder the
number of Common Shares then outstanding. In any case, the number of outstanding Common Shares shall be determined after giving
effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution
Parties since the date as of which such number of outstanding Common Shares was reported. The “Beneficial Ownership Limitation”
shall be 4.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of Common Shares issuable
upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation
provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number
of the Common Shares outstanding immediately after giving effect to the issuance of Common Shares upon exercise of this Warrant
held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership
Limitation will not be effective until the 61st day after such notice is delivered to
the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity
with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent
with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to
properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this
Warrant. For greater certainty, notwithstanding that this subsection 2(e) expressly provides that in no event shall the Beneficial
Ownership Limitation exceed 9.99% of the number of the Common Shares outstanding immediately after giving effect to the issuance
of Common Shares upon exercise of this Warrant, the holder of this Warrant shall never utilize the exercise of this Warrant to
cause it to acquire beneficial ownership of 10% or more of the Common Shares without prior notice to the Company and without providing
a personal information form to the TSX, if requested by the TSX, following such notice to the Company.
Section 3. Certain Adjustments.
a) Share Dividends and Splits.
If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution
or distributions on its Common Shares or any other equity or equity equivalent securities payable in Common Shares (which, for
avoidance of doubt, shall not include any Common Shares issued by the Company upon exercise of this Warrant), (ii) subdivides
outstanding Common Shares into a larger number of shares, (iii) combines (including by way of reverse share split) outstanding
Common Shares into a smaller number of shares, or (iv) issues by reclassification of Common Shares any shares of the Company,
then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of Common Shares
(excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number
of Common Shares outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall
be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made
pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders
entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of
a subdivision, combination or re-classification.
b) Reserved.
c) Subsequent Rights Offerings.
Upon the Company receiving the prior written approval of the TSX (so long as the Common Shares are then listed on the TSX), in
addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Common
Shares Equivalents or rights to purchase shares, warrants, securities or other property pro rata to the record holders of any class
of Common Shares (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable
to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of
Common Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including
without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant,
issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Common Shares
are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s
right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then
the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such Common Shares
as a result of such Purchase Right to such extent). For greater certainty, the Company has not applied for, nor received, the prior
written approval of the TSX in respect of the matters contemplated by this subsection 3(c).
d) Pro Rata Distributions. Upon
the Company receiving the prior written approval of the TSX (so long as the Common Shares are then listed on the TSX), during such
time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or
rights to acquire its assets) to holders of Common Shares, by way of return of capital or otherwise (including, without limitation,
any distribution of cash, shares or other securities, property or options by way of a dividend, spin off, reclassification, corporate
rearrangement, plan of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance
of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that
the Holder would have participated therein if the Holder had held the number of Common Shares acquirable upon complete exercise
of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation)
immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which
the record holders of Common Shares are to be determined for the participation in such Distribution (provided, however,
to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial
Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial
ownership of any Common Shares as a result of such Distribution to such extent). For greater certainty, the Company has not applied
for, nor received, the prior written approval of the TSX in respect of the matters contemplated by this subsection 3(d).
e) Fundamental Transaction.
If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions
effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly,
effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets
in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer
(whether by the Company or another Person) is completed pursuant to which holders of Common Shares are permitted to sell, tender
or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding
Common Shares, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification,
reorganization or recapitalization of the Common Shares or any compulsory share exchange pursuant to which the Common Shares are
effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly,
in one or more related transactions consummates a share purchase agreement or other business combination (including, without limitation,
a reorganization, recapitalization, spin-off or plan of arrangement) with another Person or group of Persons whereby
such other Person or group acquires more than 50% of the outstanding Common Shares (not including any Common Shares held by the
other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such share
purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent
exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon
such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard
to any limitation in Section 2(e) on the exercise of this Warrant), the number of Common Shares of the successor or acquiring
corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)
receivable as a result of such Fundamental Transaction by a holder of the number of Common Shares for which this Warrant is exercisable
immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of
this Warrant); provided, however, that if such Fundamental Transaction referred to in (v) above results in such other Person
or group acquiring all of the outstanding Common Shares (not including any Common Shares held by the other Person or other Persons
making or party to, or associated or affiliated with the other Persons making or party to, such share purchase agreement or other
business combination) then the Holder must accept and can only be issued the Alternate Consideration upon its exercise of the Warrant.
For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Shares in such Fundamental
Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting
the relative value of any different components of the Alternate Consideration. If holders of Common Shares are given any choice
as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice
as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company
shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor
Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents
in accordance with the provisions of this Section 3(e) pursuant to written agreements in form and substance reasonably
satisfactory to the Holder prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder
in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form
and substance to this Warrant which is exercisable for a corresponding number of shares of such Successor Entity (or its parent
entity) equivalent to the Common Shares acquirable and receivable upon exercise of this Warrant (without regard to any limitations
on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price
hereunder to such shares (but taking into account the relative value of the Common Shares pursuant to such Fundamental Transaction
and the value of such shares, such number of shares and such exercise price being for the purpose of protecting the economic value
of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in
form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to,
and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the
other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise
every right and power of the Company and shall assume all of the obligations of the Company under this Warrant and the other Transaction
Documents with the same effect as if such Successor Entity had been named as the Company herein.
f) Calculations. All calculations
under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes
of this Section 3, the number of Common Shares deemed to be issued and outstanding as of a given date shall be the sum of
the number of Common Shares (excluding treasury shares, if any) issued and outstanding.
g) Notice to Holder.
i. Adjustment to Exercise Price.
Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to
the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to
the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.
ii. Notice to Allow Exercise by
Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Shares,
(B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Shares, (C) the Company
shall authorize the granting to all holders of the Common Shares rights or warrants to subscribe for or purchase any shares of
any class or of any rights, (D) the approval of any shareholders of the Company shall be required in connection with any reclassification
of the Common Shares, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially
all of the assets of the Company, or any compulsory share exchange whereby the Common Shares are converted into other securities,
cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of
the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at
its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 5 calendar days
prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is
to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken,
the date as of which the holders of the Common Shares of record to be entitled to such dividend, distributions, redemption, rights
or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or
stock exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Shares
of record shall be entitled to exchange their Common Shares for securities, cash or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer or stock exchange; provided that the failure to deliver such notice or any defect therein
or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice and provided,
further that no notice shall be required if the information is disseminated in a press release or document filed with the Securities
and Exchange Commission. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information
regarding the Company, the Company shall simultaneously furnish such notice with the Commission pursuant to a Report on Form 6-K. The
Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective
date of the event triggering such notice except as may otherwise be expressly set forth herein.
iii. Voluntary Adjustment by Company.
Subject to the rules and regulations of the Trading Market, the Company may at any time during the term of this Warrant, subject
to the prior written consent of the Holder, reduce the then current Exercise Price to any amount and for any period of time deemed
appropriate by the board of directors of the Company.
Section 4. Transfer
of Warrant.
a) Transferability. Subject to compliance
with any applicable securities laws and the conditions set forth in Section 4(d) hereof and the provisions of Section 4.1
of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable,
in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with
a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney
and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required,
such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable,
and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant
evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything
herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder
has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading
Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if
properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a
new Warrant issued.
b) New Warrants. This Warrant
may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a
written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent
or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination,
the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined
in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Issue Date of this Warrant and
shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.
c) Warrant Register. The Company
shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”),
in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant
as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes,
absent actual notice to the contrary.
d) Transfer Restrictions. If, at
the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not
be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state
securities or blue sky laws or pursuant to Canadian securities laws and regulations (ii) eligible for resale without volume
or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as
a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, comply with the provisions
of Section 5.7 of the Purchase Agreement. In addition, any resale of this Warrant into British Columbia constitutes a distribution
and consequently, such resale shall require a prospectus or an exemption thereto.
e) Representation by the Holder.
The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof,
will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or
reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except
pursuant to sales registered or exempted under the Securities Act.
Section 5. Miscellaneous.
a) No Rights as Shareholder Until
Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a shareholder of the
Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3.
b) Loss, Theft, Destruction or Mutilation
of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant or any share certificate relating to the Warrant Shares, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting
of any bond), and upon surrender and cancellation of such Warrant or share certificate, if mutilated, the Company will make and
deliver a new Warrant or share certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or share certificate.
c) Saturdays, Sundays, Holidays, etc.
If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be
a Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business Day.
d) Authorized Shares.
The Company covenants that, during the period
the Warrant is outstanding, it will reserve from its authorized and unissued Common Shares a sufficient number of shares to provide
for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants
that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the
necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable
action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable
law or regulation, or of any requirements of the Trading Market upon which the Common Shares may be listed. The Company covenants
that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise
of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized,
validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the
issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).
Except and to the extent as waived or consented
to by the Holder, the Company shall not by any action, including, without limitation, amending its articles of incorporation or
through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good
faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to
protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing,
the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise
immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that
the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use
commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having
jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.
Before taking any action which would result
in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall
obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body
or bodies having jurisdiction thereof.
e) Jurisdiction. All questions
concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the
provisions of the Purchase Agreement.
f) Restrictions. The Holder
acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not utilize
cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.
g) Nonwaiver and Expenses. No
course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such
right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that the Holder’s right
to exercise this Warrant terminates on the Termination Date. If the Company willfully and knowingly fails to comply with any provision
of this Warrant or the Purchase Agreement, which results in any material damages to the Holder, the Company shall pay to the Holder
such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’
fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise
enforcing any of its rights, powers or remedies hereunder.
h) Notices. Any notice, request
or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance
with the notice provisions of the Purchase Agreement.
i) Limitation of Liability.
No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares,
and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase
price of any Common Shares or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors
of the Company.
j) Remedies. The Holder, in
addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance
of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred
by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action
for specific performance that a remedy at law would be adequate.
k) Successors and Assigns. Subject
to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be
binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions
of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by
the Holder or holder of Warrant Shares.
l) Amendment. This Warrant may
be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.
m) Severability. Wherever possible,
each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any
provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.
n) Headings. The headings used
in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.
********************
(Signature Page Follows)
IN WITNESS WHEREOF, the Company has caused this Warrant to be
executed by its officer thereunto duly authorized as of the date first above indicated.
|
|
ALMADEN MINERALS LTD.
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
Title:
|
NOTICE OF EXERCISE
TO: ALMADEN MINERALS LTD.
(1) The undersigned hereby elects to purchase ________
Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment
of the exercise price in full, together with all applicable transfer taxes, if any.
(2) Payment shall take the form of (check applicable box):
☐ in lawful money of the United States; or
☐ if permitted the cancellation of such number of Warrant
Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the
maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).
(3) Please issue said Warrant Shares in the name of the
undersigned or in such other name as is specified below:
The Warrant Shares shall be delivered to the following DWAC
Account Number:
|
|
|
|
|
|
|
________________
|
|
|
|
|
|
|
________________
|
|
|
|
|
|
|
________________
Broker Name: ________________
Contact: ________________
Telephone: ________________
|
(4) Accredited Investor. The undersigned is an “accredited
investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.
[SIGNATURE OF HOLDER]
|
|
|
|
|
Name of Investing Entity:
|
|
|
|
|
|
|
|
Signature of Authorized Signatory of Investing Entity:
|
|
|
|
|
|
|
|
Name of Authorized Signatory:
|
|
|
|
|
|
|
|
Title of Authorized Signatory:
|
|
|
|
|
|
|
|
Date:
|
|
|
|
|
|
|
Exhibit B
ASSIGNMENT FORM
(To assign the foregoing Warrant, execute this form and supply
required information. Do not use this form to purchase shares.)
FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced
thereby are hereby assigned to
|
|
|
|
|
Name:
|
|
|
|
|
|
(Please Print)
|
|
Address:
|
|
|
|
|
|
(Please Print)
|
|
Phone Number:
|
|
|
|
Email Address:
|
|
|
|
Dated: _______________ __, ______
|
|
|
|
Holder’s Signature:______________________
|
|
|
|
Holder’s Address:______________________
|
|
|
