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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section
13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report July 7, 2021
(Date of earliest
event reported)
VISTA GOLD CORP.
(Exact
Name of Registrant as Specified in Charter)
British Columbia, Canada
(State or Other Jurisdiction
of Incorporation)
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1-9025
(Commission File Number)
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Not Applicable
(IRS Employer Identification No.)
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7961 Shaffer parkway, suite 5, littleton, colorado 80127
(Address of Principal Executive Offices
and Zip Code)
Registrant’s telephone number, including area code: (720) 981-1185
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered
pursuant to Section 12(b) of the Exchange Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Shares
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VGZ
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NYSE American
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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Item 1.01
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Entry into a Material Definitive Agreement
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On July 7, 2021, Vista Gold Corp. (the “Company”)
entered into an amended and restated Underwriting Agreement (the “Underwriting Agreement”) with H.C. Wainwright & Co.,
LLC as representative of the underwriters named in Schedule A thereto (the “Underwriters”), providing for the issuance and
sale by the Company in a firm commitment offering (the “Offering”) of 12,272,730 units of the Company at a public offering
price of US$1.10 per Unit, less underwriting discounts and commissions, for aggregate gross proceeds of approximately US$13.5 million
(the “Offering”).
Each Unit consists of one common share in
the capital of the Company (each, a “Common Share”) and one-half of one Common Share purchase warrant (each whole
warrant, a “Warrant”). Each Warrant will be exercisable immediately upon issuance for thirty six months and entitle the
holder thereof to purchase one Common Share upon exercise at an exercise price of US$1.25 per Common Share. If a registration
statement registering the issuance of the Warrant Shares underlying the Warrants under the Securities Act is not effective or the
prospectus contained therein is not available for the issuance of such shares, the holder may, in its sole discretion, elect to
exercise the Warrant through a cashless exercise, in which case the holder would receive upon such exercise the net number of
Warrant Shares determined according to the formula set forth in the Warrant, which is determined in part by the market value of the
common shares as determined in the formula. No fractional Warrant Shares will be issued in connection with the exercise of a
warrant. In lieu of fractional shares, we will round down to the next whole share and pay the holder a cash adjustment in respect of
such final fraction in an amount equal to such fraction multiplied by the exercise price upon request by the holder.
In addition, the Company has granted the underwriters
an option, exercisable at any time and from time to time for up to 30 days, to purchase up to an additional 1,840,908 Units, and/or 1,840,908
Common Shares and/or Warrants to purchase up to 920,454 Common Shares at the public offering price per Unit, per Common Share and/or per
Warrant, respectively, less underwriting discounts and commissions, in any combination thereof so long as the aggregate number of additional
Common Shares and additional Warrants that may be issued under the option does not exceed 1,840,908 additional Common Shares and 920,454
additional Warrants.
The Underwriting Agreement contains customary
representations, warranties and covenants by the Company, conditions to closing and indemnification provisions, as well as a form lock-up
agreement that was signed by certain of the Company’s directors and officers, filed herewith as Exhibit “B” to Exhibit
1.1.
The Company agreed to pay the Underwriters a
commission equal to 6% of the aggregate gross proceeds of the offering (other than certain Units that are subject to an agreed upon
president’s list for which the fee was 3% of the aggregate gross proceeds from such list), including any additional Units
and/or Common Shares and/or Warrants sold pursuant to the exercise of the option. In addition, the Company agreed to issue the
Underwriters warrants to purchase up to 3% of the number of Units sold in the offering (other than with respect to an agreed upon
president’s list for which the number of warrants was 1.5% of the number of Units sold), including any additional common
shares sold pursuant to the exercise of the option. Each Underwriters’ Warrant entitles its holder to purchase one common
share on the same terms as the Warrants. The Company also agreed to reimburse the Underwriters for customary fees and expenses.
The Units, including the Common Shares and Warrants
underlying the Units, and the additional Units, Common Shares and Warrants issuable upon exercise of the option, the common shares issuable
upon exercise of the Warrants and any additional Warrants, the warrants issued to the Underwriters and the common shares issuable upon
the exercise of the Underwriters’ warrants are registered pursuant to the Company’s registration statement on Form S-3 (File
No. 333-239139) relating to the securities described above as filed with the U.S. Securities and Exchange Commission (the “SEC”)
on June 12, 2020, effective on June 24, 2020, and an additional registration statement on Form S-3 filed pursuant to Rule 462(b) (File
No. 333-257746), which became automatically effective on July 7, 2021, and a prospectus supplement thereto filed with the SEC.
The foregoing description of the Underwriting
Agreement and the Warrants is qualified in its entirety by reference to the full text of the agreements, copies of which are filed as
Exhibit 1.1 and Exhibit 4.1 to this report, respectively, and are incorporated by reference herein.
Item 7.01 Regulation FD Disclosure
On July 7, 2021, the Company issued a press release
regarding the offering of Units, a copy of which is attached to this report as Exhibit 99.1. In accordance with General Instruction B.1
of Form 8-K, the information set forth herein and in the press release is deemed to be “furnished” and shall not be deemed
to be “filed” for purposes of the United States Securities Exchange Act of 1934, as amended. The information set forth in
Item 7.01 of this report shall not be deemed an admission as to the materiality of any information in this report on Form 8-K that is
required to be disclosed solely to satisfy the requirements of Regulation FD.
On July 7, 2021, the Company issued a press release
regarding the upsizing of the offering of Units, a copy of which is attached to this report as Exhibit 99.2. In accordance with General
Instruction B.1 of Form 8-K, the information set forth herein and in the press release is deemed to be “furnished” and shall
not be deemed to be “filed” for purposes of the United States Securities Exchange Act of 1934, as amended. The information
set forth in Item 7.01 of this report shall not be deemed an admission as to the materiality of any information in this report on Form
8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Item 9.01 Financial Statements and Exhibits.
* The foregoing Exhibits
are hereby incorporated by reference into the Company’s Registration Statements on Form S-3 (File No. 333-239139 and 333-257746).
** The exhibit relating
to Item 7.01 is intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.
SIGNATURES
In accordance with the requirements of the Securities
and Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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VISTA GOLD CORP.
(Registrant)
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Dated: July 9, 2021
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By:
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/s/ Frederick H. Earnest
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Frederick H. Earnest
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President and Chief Executive Officer
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Exhibit 1.1
AMENDED AND RESTATED UNDERWRITING AGREEMENT
July 7, 2021
Vista Gold Corp.
Suite 5, 7961 Shaffer Parkway
Littleton, Colorado
80127 USA
Attention: Mr. Frederick H. Earnest, President and Chief Executive
Officer
Ladies and Gentlemen:
H.C. Wainwright & Co.,
LLC (“Wainwright” or the “Representative”), acting as the representative of the Underwriters hereunder
and the sole book-running manager of the offering, together with the underwriters acting as co-managers which are set forth on Schedule
A hereto and are signatory hereto (in accordance with the immediately following paragraph) (such underwriters, the “Co-Managers”
and, collectively with the Representative, the “Underwriters”), understand that, subject to the terms and conditions
stated herein, Vista Gold Corp., a company continued under the Business Corporations Act (British Columbia) (the “Company”),
proposes to issue and sell to the Underwriters an aggregate of 12,272,730 units (the “Firm Units”), each Firm Unit
consisting of one common share in the capital of the Company (a “Unit Share”) and one-half of one common share purchase
warrant (a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one common share in the capital
of the Company (each full share, a “Warrant Share”) until the date that is thirty six (36) months following the Closing
Date (as defined in Section 2(3)) upon payment of the exercise price of $1.25 per Warrant Share. The Warrants will be issued in certificated
form, in the form of Exhibit D hereto. The Units will separate into Unit Shares and Warrants upon the closing of the offering and
the Unit Shares and Warrants will be issued separately at the closing. This Amended and Restated Underwriting Agreement amends, restates
and supersedes in its entirety the prior Underwriting Agreement, dated as of July 7, 2021, by and among the Company, the Representative
and the Co-Managers.
The Company and the Representative
hereby agree that an underwriter listed on Schedule A hereto shall have right to purchase up to the number of Firm Units set forth
next to such underwriter’s name on Schedule A hereto, if and only if such underwriter shall deliver its executed signature
page to this Amended and Restated Underwriting Agreement (this “Agreement”), properly completed and reasonably satisfactory
to the Representative, to the Representative at or prior to 4:45 p.m. (New York City time) on the date hereof. If any underwriter listed
on Schedule A hereto declines to deliver its executed signature page to this Agreement at or prior to 4:45 p.m. (New York City
time) on the date hereof, such underwriter’s Firm Units shall be allocated to the Representative.
Based on the foregoing, and
subject to the terms and conditions contained in this Agreement, the Underwriters, severally and not jointly, in respect of the amount
besides such Underwriter’s name on Schedule A hereto, agree to purchase from the Company, and by its acceptance hereof, the
Company agrees to sell to the Underwriters, all but not less than all of the Firm Units on the Closing Date for a purchase price of $1.10
(the “Offering Price”) per Firm Unit, which Offering Price shall be allocated $1.0999 to the Unit Share (the “Share
Price”) and $0.0001 to the Warrant ($0.0002 to each Additional Warrant) (the “Warrant Price”), for an aggregate
purchase price of $13,500,003.00 against delivery of such Firm Units.
In addition, the Company hereby
grants to the Representative, on behalf of the Underwriters in respect of their percentages set forth on Schedule A hereto, an option
(the “Over-Allotment Option”), exercisable in whole at any time or in part from time to time within thirty (30) days
after the date of this Agreement, to purchase up to an additional 1,840,908 units (the “Additional Units”), each comprised
of one common share (an “Additional Unit Share”) and one-half of a Warrant (each whole Warrant, an “Additional
Warrant” and the common shares of the Company issuable upon the exercise of Additional Warrants, the “Additional Warrant
Shares”), equal to 15% of the aggregate number of Firm Units, at the Offering Price and upon the terms and conditions set forth
herein for the purposes of covering over-allotments and for market stabilization purposes. The Over-Allotment Option may be exercised
by the Representative in respect of: (i) Additional Units at the Offering Price; and/or (ii) Additional Unit Shares at the Share Price;
and/or (iii) Additional Warrants at the Warrant Price, in any combination thereof so long as the aggregate number of Additional Unit Shares
and Additional Warrants that may be issued under the Over-Allotment Option does not exceed 1,840,908 Additional Unit Shares and 920,454
Additional Warrants. The Firm Units, including the Unit Shares, the Warrants, and the Warrant Shares and the Additional Units, including
the Additional Unit Shares, the Additional Warrants and the Additional Warrant Shares, shall have the attributes described in and contemplated
by the Prospectuses (as defined below).
The Firm Units (and, as the
context requires, the securities underlying the Firm Units) and the Additional Units (and, as the context requires, the securities underlying
the Additional Units) are collectively referred to herein as the “Units”. Any references to “Additional Units”
herein shall be construed as references to Additional Unit Shares and/or Additional Warrants, as the context requires, based on whether
or not the Over-Allotment Option is exercised and the allocation of Additional Unit Shares and/or Additional Warrants thereunder.
Section 1 Background
and Interpretation.
(1) The
Company has filed with the United States Securities and Exchange Commission (the “SEC”) the Registration Statement
(as defined in Section 1(3)) under the United States Securities Act of 1933, as amended (together with the rules and regulations
promulgated thereunder, the “Securities Act”), which became effective pursuant to Rule 461 under the Securities Act
on June 24, 2020 (the “Effective Date”), for the registration under the Securities Act of up to $25,000,000 of common
shares, warrants, subscription receipts and units of the Company, including the Units and the securities underlying the Units. At the
time of the filing of the Registration Statement and at the time of the filing of each Annual Report on Form 10-K filed thereafter, the
Company met the requirements of Form S-3 under the Securities Act. Any reference in this Agreement to the Registration Statement, the
U.S. Base Prospectus (as defined in Section 1(3)), the U.S. Preliminary Prospectus (as defined in Section 1(3)) or the U.S. Prospectus
Supplement (as defined in Section 1(3)) shall be deemed to refer to and include the documents incorporated by reference therein
pursuant to Item 12 of Form S-3 which were filed under the United States Securities Exchange Act of 1934, as amended (the “Exchange
Act”), on or before the date of this Agreement, or the issue date of the U.S. Base Prospectus, the U.S. Preliminary Prospectus
or the U.S. Prospectus Supplement, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment”
or “supplement” with respect to the Registration Statement, the Time of Sale Prospectus (as defined in Section 1(3))
or the U.S. Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this
Agreement, or the issue date of the Time of Sale Prospectus or the U.S. Prospectus, as the case may be, deemed to be incorporated therein
by reference or is otherwise deemed to be a part of or included therein, as the case may be, by the Securities Act. All references in
this Agreement to financial statements and schedules and other information which is “contained,” “included,”
“described,” “referenced,” “set forth” or “stated” in the Registration Statement, the
Time of Sale Prospectus or the U.S. Prospectus (and all other references of like import) shall be deemed to mean and include all such
financial statements and schedules and other information which is or is deemed to be incorporated by reference or is otherwise deemed
to be a part of or included in the Registration Statement, the Time of Sale Prospectus or the U.S. Prospectus, as the case may be, under
the Securities Act. No stop order suspending the effectiveness of the Registration Statement or the use of the U.S. Preliminary Prospectus
or the U.S. Prospectus has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company's
knowledge, is threatened by the SEC. The Company will not, without the prior consent of the Representative, prepare, use or refer to,
any free writing prospectus.
(2) The
Company has prepared and filed with the securities regulatory authorities (the “Canadian Commissions”) in each of the
provinces of Canada, other than Quebec (the “Qualifying Jurisdictions”), pursuant to the Shelf Procedures (as defined
below), a preliminary short form base shelf prospectus dated June 22, 2020, as amended and restated September 17, 2020 (the
“Canadian Preliminary Base Prospectus”), and a final short form base shelf prospectus, dated October 5, 2020,
in respect of up to $25,000,000 aggregate principal amount of common shares, warrants, subscription receipts and units of the Company,
including the Units and the securities underlying the Units (collectively, the “Shelf Securities”) pursuant to applicable
securities laws of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder
and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Commissions in the Qualifying Jurisdictions
(collectively, as applied and interpreted, the “Canadian Securities Laws”). The Company selected the British Columbia
Securities Commission (the “Reviewing Authority”) as its principal regulator in respect of the offering of the Shelf
Securities, and the Reviewing Authority has issued a decision document (a “Decision Document”) under National Policy
11-202 – Process for Prospectus Reviews in Multiple Jurisdictions on behalf of itself and the other Canadian Commissions
for each of the Canadian Preliminary Base Prospectus and the Canadian Base Prospectus. The term “Canadian Base Prospectus”
means the final short form base shelf prospectus relating to the Shelf Securities, including any documents incorporated therein by reference
and the documents otherwise deemed to be a part thereof or included therein pursuant to Canadian Securities Laws, at the time the Reviewing
Authority issued a Decision Document with respect thereto in accordance with 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 Preliminary Prospectus” means the preliminary
prospectus supplement relating to the offering as filed on July 7, 2021 with the Canadian Commissions in the Qualifying Jurisdictions
in accordance with the Shelf Procedures (the “Canadian Preliminary Prospectus Supplement”), together with the Canadian
Base Prospectus, including all documents incorporated therein by reference and the documents otherwise deemed to be a part thereof or
included therein pursuant to Canadian Securities Laws. The term “Canadian Prospectus” means the final prospectus supplement
relating to the offering to be dated the pricing date and filed with the Canadian Commissions in the Qualifying Jurisdictions in accordance
with the Shelf Procedures (the “Canadian Prospectus Supplement”), together with the Canadian Base Prospectus, including
all documents incorporated therein by reference and the documents otherwise deemed to be a part thereof or included therein pursuant to
Canadian Securities Laws. All references in this Agreement to financial statements and schedules or other information which is “contained”,
“included”, “described”, “referenced”, “set forth” or “stated” (or other references
of like import) shall be deemed to mean and include all such financial statements and other information which is incorporated by reference
in or otherwise deemed by Canadian Securities Laws to be a part of or included in the Canadian Preliminary Base Prospectus, the Canadian
Base Prospectus, the Canadian Preliminary Prospectus or the Canadian Prospectus, as the case may be. All references in this Agreement
to the Canadian Preliminary Base Prospectus, the Canadian Base Prospectus, the Canadian Preliminary Prospectus and the Canadian Prospectus
or any amendments or supplements to any of the foregoing (including any Supplementary Material) shall be deemed to include any copy thereof
filed with the Canadian Commissions pursuant to the System for Electronic Document Analysis and Retrieval (“SEDAR”).
(3) For
the purpose of this Agreement, “Registration Statement” means, collectively, the various parts of the registration
statement prepared and filed by the Company on Form S-3 (File No. 333-239139) with respect to the registration of up to $25,000,000
of common shares, warrants, subscription receipts and units of the Company, including the Units and the securities underlying the Units,
at any given time each part as amended or supplemented as of such time, including the U.S. base prospectus filed by the Company with the
SEC dated June 24, 2020 and contained in the Registration Statement as filed pursuant to the Securities Act on June 12, 2020
(the “U.S. Base Prospectus”), the U.S. Preliminary Prospectus (defined in this Section) and U.S. Prospectus Supplement
(defined in this Section) and all exhibits filed with or incorporated by reference into such registration statement and the documents
otherwise deemed to be a part thereof or included therein by the Securities Act. The preliminary prospectus supplement relating to the
offering, as filed with the SEC on July 7, 2021 pursuant to Rule 424(b) of the Securities Act (the “U.S. Preliminary
Prospectus Supplement”) together with the U.S. Base Prospectus is hereafter referred to as the “U.S. Preliminary Prospectus”. The
final prospectus supplement relating to the Units, to be filed with the SEC on or prior to July 9, 2021 pursuant to Rule 424(b) of
the Securities Act (the “U.S. Prospectus Supplement”) together with the U.S. Base Prospectus is hereafter referred
to as the “U.S. Prospectus”. The U.S. Preliminary Prospectus relating to the Units, as amended or supplemented
immediately prior to the Applicable Time (as defined below), is hereafter referred to as the “Time of Sale Prospectus”.
“Rule 462(b) Registration Statement” means any registration statement prepared by the Company registering
additional securities of the Company, including the Units and the securities underlying the Units, which was filed with the SEC on or
prior to the date hereof and became automatically effective pursuant to Rule 462(b) promulgated by the SEC pursuant to the Securities
Act. After the filing of any Rule 462(b) Registration Statement with the SEC, the term “Registration Statement”
herein shall include such Rule 462(b) Registration Statement.
(4) The
U.S. Base Prospectus and the Canadian Base Prospectus are hereinafter collectively sometimes referred to as the “Prospectuses.”
The U.S. Prospectus Supplement and the Canadian Prospectus Supplement are hereinafter collectively sometimes referred to as the “Prospectus
Supplements.” The U.S. Preliminary Prospectus and the Canadian Preliminary Prospectus are hereinafter collectively sometimes
referred to as the “Preliminary Prospectuses.” The U.S. Preliminary Prospectus Supplement and the Canadian Preliminary
Prospectus Supplement are herein collectively sometimes referred to as the “Preliminary Prospectus Supplements.”
(5) Any
amendment or supplement to the U.S. Prospectus or the Canadian Prospectus (including any document incorporated by reference therein),
that may be filed by or on behalf of the Company with the Canadian Commissions in the Qualifying Jurisdictions or with the SEC after the
Canadian Preliminary Prospectus Supplement, the Canadian Prospectus Supplement, U.S. Preliminary Prospectus Supplement and the U.S. Prospectus
Supplement have been filed and prior to the expiry of the period of distribution of the Units, is referred to herein collectively as the
“Supplementary Material.”
(6) As
used herein, the “Applicable Time” is 4:15 p.m. (New York City time) on the date of this Agreement. As used
herein, a “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act, and a “Time
of Sale Disclosure Package” means the Time of Sale Prospectus and the issuer free writing prospectuses identified on Exhibit C
hereto and any other issuer free writing prospectuses and each “road show” (as defined in Rule 433 under the Securities
Act), if any, related to the offering of the Units contemplated hereby that is a “written communication” (as defined in Rule 405
under the Securities Act) (each such road show, a “Road Show”).
(7) As
used herein, the terms “Registration Statement”, “Time of Sale Prospectus” and “U.S. Prospectus”
shall include the documents incorporated and deemed to be incorporated by reference therein pursuant to Form S-3 that were filed
with the SEC on or before the date of such Registration Statement and Time of Sale Prospectus, as the case may be, and the documents otherwise
deemed to be a part thereof or included therein by the Securities Act (the “Incorporated Documents”), including, unless
the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents.
(8) All
references in this Agreement to the Registration Statement, the Time of Sale Prospectus and the U.S. Prospectus shall include any copy
thereof filed with the SEC pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”).
(9) All
references in this Agreement to “issuer free writing prospectus” means any “issuer free writing prospectus,”
as defined in Rule 433 of the Securities Act, relating to the Units that (i) is required to be filed with the SEC by the Company,
(ii) is a “road show” that is a “written communication” within the meaning of Rule 433(d)(8)(i) of
the Securities Act whether or not required to be filed with the SEC, or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i) of
the Securities Act because it contains a description of the Units or of the offering that does not reflect the final terms, in each case
in the form filed or required to be filed with the SEC or, if not required to be filed, in the form retained in the Company’s records
pursuant to Rule 433(g) of the Securities Act under the rules and regulations of the SEC.
(10) As
used herein, “business day” shall mean a day on which the NYSE American LLC (“NYSE American”) is
open for trading. “Exchanges” means, collectively, the NYSE American and the Toronto Stock Exchange (“TSX”).
(11) The
terms “herein,” “hereof,” “hereto,” “hereinafter” and similar terms, as used in this Agreement,
shall in each case refer to this Agreement as a whole and not to any particular section, paragraph, sentence or other subdivision of this
Agreement. The term “or”, as used herein, is not exclusive.
(12) As
used herein, “Governmental Authority” means (i) any federal, provincial, state, local, municipal, national or
international government or governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau,
agency or instrumentality, court, tribunal, arbitrator or arbitral body (public or private); (ii) any self-regulatory organization;
or (iii) any political subdivision of any of the foregoing.
(13) As
used herein, “Applicable Law” means any and all laws, including all federal, provincial, state and local statutes,
codes, ordinances, guidelines, decrees, rules, regulations and municipal by- laws and all judicial, arbitral, administrative, ministerial,
departmental or regulatory judgments, orders, directives, decisions, rulings or awards or other requirements of any Governmental Authority,
binding on or affecting the person referred to in the context in which the term is used and rules, regulations and policies of any stock
exchange, including the Exchanges, on which securities of the Company are listed for trading. “U.S. Securities Laws”
means all applicable securities laws in the United States, including without limitation, the Securities Act, the Exchange Act and the
rules and regulations promulgated thereunder, and any applicable state securities laws.
(14) As
used herein, “associate”, “material change”, “material fact”, and “misrepresentation”
shall have the meanings given to such terms under applicable Canadian Securities Laws, and the terms “affiliate” and “subsidiary”
shall have the meanings given to such terms in National Instrument 45-106 - Prospectus Exemptions.
(15) Each Underwriter shall offer the Units for sale to the public directly and through other duly registered investment dealers and
brokers in the United States and the Qualifying Jurisdictions only as permitted by Applicable Law and upon the terms and conditions set
forth in the Prospectuses and this Agreement. Each Underwriter agrees that it will not, directly or indirectly, distribute the Registration
Statement, the Preliminary Prospectuses or the Prospectuses or publish any prospectus, circular, advertisement or other offering material
in any jurisdiction other than such states of the United States in which the Units are duly qualified under U.S. Securities Laws or the
Qualifying Jurisdictions in accordance with Canadian Securities Laws, in such manner as to require registration of the Units or the filing
of a prospectus or any similar document with respect to the Units by the Company therein or subject the Company to ongoing periodic reporting
obligations in such jurisdiction pursuant to the securities laws of such jurisdiction. The Underwriters agree, severally and not jointly,
that each of the Underwriters that is not registered as a broker-dealer under Section 15 of the Exchange Act, will not offer or sell any
Units in, or to persons who are nationals or residents of, the United States other than through one of its United States registered broker-dealer
affiliates or otherwise in compliance with Rule 15a-6 under the Exchange Act. Sales of Units in the Qualifying Jurisdictions may be made
only by or through a dealer appropriately registered under applicable Canadian Securities Laws or in circumstances where an exemption
from the Canadian registered dealer requirements is available. Notwithstanding the foregoing provisions of this paragraph, an Underwriter
will not be liable to the Company under this Agreement with respect to a default by another Underwriter under this paragraph.
Section 2 Purchase,
Sale, Payment and Delivery of the Units.
The Company and the Underwriters,
severally and not jointly, hereby confirm their agreement concerning the purchase and sale of the Units as follows:
(1) Public Offering of the Units. The Representative hereby advises the Company that the Underwriters intend to offer
for sale to the public, on the terms set forth in the Time of Sale Prospectus and the Prospectuses, their respective portions of the Units
as soon after this Agreement has been executed as the Representative, in its sole judgment, has determined is advisable and practicable.
After the Underwriters have made a reasonable effort to sell all of the Units at the Offering Price, the purchase price of the Units may
be decreased by the Underwriters and may be further changed from time to time to an amount not greater than the Offering Price, and the
compensation realized by the Underwriters will be decreased by the amount that the aggregate price paid by purchasers for the Units is
less than the gross proceeds paid by the Underwriters to the Company. Any such decrease will not affect the proceeds to be received by
the Company.
(2) Underwriters’ Commission. In consideration of this Agreement, the Company agrees to pay to each Underwriter
at the Closing Date and each Option Closing Date, as applicable, an underwriting fee equal to (a) 6.0% of the gross proceeds from the
sale of the Firm Units by such Underwriter (other than certain Firm Units that are subject to a president’s list provided by the
Company to the Representative prior to the date hereof (the “President’s List”) for which the underwriting fee
will be 3.0%) and, if applicable, (b) 6.0% of the gross proceeds from the sale of any Additional Units, Additional Unit Shares and/or
Additional Warrants by such Underwriter (the “Underwriters’ Commission”). The Underwriters’ Commission
may be deducted by the Underwriters from the proceeds of sale of the Firm Units on the Closing Date and, if applicable, the Additional
Units, Additional Unit Shares and/or Additional Warrants, on each Option Closing Date. In addition, the Company agrees to pay to the Underwriters,
in the manner specified by the Representative, all fees, disbursements and expenses incurred by the Underwriters in accordance with the
provisions in Section 5 hereof. As additional consideration, the each Underwriter will also receive a number of common share purchase
warrants (the “Underwriter Warrants” and each common share underlying the Underwriter Warrants, the “Underwriter
Warrant Shares”) to purchase a number of common shares equal to 3.0% of the number of Unit Shares purchased by such Underwriter
on the Closing Date (other than with respect to the President’s List for which the Underwriter Warrants will be for a number of
common shares equal to 1.5% of the number of Unit Shares in connection with the President’s List purchased by such Underwriter)
and 3.0% of the number of the Additional Unit Shares purchased by such Underwriter on each Option Closing Date. The Underwriter Warrants
will be on the same terms as the Warrants, except as otherwise required by FINRA (as defined in Section 3(hh)), and will have an exercise
price of $1.25 and will be in the form of Exhibit E attached hereto.
(3) The
Closing Date in respect of the Units. Payment of the Offering Price for the Firm Units shall be made to the Company by wire transfer
against delivery of the Unit Shares to the Representative on behalf of the Underwriters, via The Depository Trust Company (“DTC”)
Deposit or Withdrawal at Custodian system, and delivery to the Underwriters of the Warrants in certificated form, in such names and denominations
as the Underwriters may request, and such payment and delivery shall be made at 9:00
a.m. (New York City time), on July 12, 2021 (the “Closing
Date”) (unless another time shall be agreed to by the Representative and the Company or unless postponed in accordance with
the provisions of Section 9 hereof). The Unit Shares and Warrants shall be registered in such names and in such denominations as
specified by the Representative on behalf of the Underwriters. It is understood that the Representative has been authorized, for its
own account and the accounts of the non-defaulting Underwriters, to accept delivery of and receipt for, and make payment of the Offering
Price for, the Units the Underwriters have agreed to purchase (subject to such adjustment as the Representative may determine to eliminate
fractional shares and subject to adjustment in accordance with Section 9 hereof). The Representative, individually and not as the
Representative of the Underwriters, may (but shall not be obligated to) make payment for any Units to be purchased by any Underwriter
whose funds shall not have been received by the Representative by the Closing Date for the account of such Underwriter, but any such
payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(4) The
Additional Units. In addition, the Company hereby grants to the Representative, on behalf of the Underwriters in respect of their
percentages on Schedule A hereto, the Over-Allotment Option to purchase, and upon the basis of the representations and warranties
and subject to the terms and conditions set forth herein, the Underwriters shall have the right to purchase, severally and not jointly,
from the Company, all or a portion of the Additional Units, Additional Unit Shares and/or Additional Unit Warrants as may be necessary
to cover over-allotments made in connection with the offering of the Firm Units. The Over-Allotment Option may be exercised by the Underwriters
in respect of: (i) Additional Units at the Offering Price; and/or (ii) Additional Unit Shares at the Share Price; and/or (iii) Additional
Warrants at the Warrant Price, in any combination of Additional Units, Additional Unit Shares and/or Additional Warrants so long as the
aggregate number of Additional Unit Shares and Additional Warrants that may be issued under the Over-Allotment Option does not exceed
1,840,908 Additional Unit Shares and 920,454
Additional Warrants. The Over-Allotment Option granted hereunder may be exercised in whole at any time or in part from time to
time within thirty (30) days after the date of this Agreement upon notice by the Representative to the Company (the “Notice
of Exercise”). The Notice of Exercise shall set forth (i) the aggregate number of Additional Units, Additional Unit Shares
and/or Additional Warrants as to which the Underwriters are exercising the Over-Allotment Option, (ii) the names and denominations in
which the Additional Unit Shares to be delivered via DTC, or otherwise, as applicable, (iii) the names and denominations that any Additional
Warrant certificates to be issued, as applicable, and (iv) the date of time for delivery of and payment for the Additional Units, Additional
Unit Shares and/or Additional Warrants, which shall be on the day that is two (2) business days after the date of the Notice of Exercise
or such other time as shall be agreed upon by the Company and the Representative (each such date, an “Option Closing Date”
and the purchase price on each Option Closing Date, the “Option Purchase Price”). In connection with an exercise of
the Over-Allotment Option, (a) the purchase price to be paid for the Additional Units is equal to the product of the Offering Price multiplied
by the number of Additional Units to be purchased, (b) the purchase price to be paid for the Additional Unit Shares is equal to the product
of the Share Price multiplied by the number of Additional Unit Shares to be purchased and/or (b) the purchase price to be paid for the
Additional Warrants is equal to the product of the Warrant Price multiplied by the number of Additional Warrants to be purchased. Upon
exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and
conditions set forth herein, the Underwriters will become obligated to purchase, the number of Additional Units, Additional Unit Shares
and/or Additional Warrants specified in such notice. Prior to the exercise of the Over-Allotment Option, the Representative may cancel
the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company, provided
that, upon an exercise in part of the Over-Allotment Option, the Representative may cancel the unexercised portion the Over-Allotment
Option pursuant to this sentence.
(5) Delivery
of the Units and Closing Mechanics. The Company shall deliver, or cause to be delivered, to the Representative for the accounts
of the Underwriters, the Firm Units at the Closing Date and the Additional Units, the Additional Unit Shares and the Additional Warrants,
as applicable, at each Option Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the
amount of the Offering Price or Option Purchase Price, as applicable, therefor. The Units (and Additional Units, Additional Unit Shares
and Additional Warrants, as applicable) shall be registered in such names and denominations as the Representative shall have requested
at least one full business day prior to the Closing Date or Option Closing Date, as applicable. Deliveries of the documents described
in Section 6 hereof with respect to the purchase of the Units shall be made at the offices of Ellenoff Grossman & Schole LLP
in New York, New York at 9:00 a.m. (New York City time), or at such other
place as the Representative and the Company may agree, on the Closing Date. Time shall be of the essence, and delivery at the time and
place specified in this Agreement is a further condition to the obligations of the Underwriters and the Company.
Section 3 Representations
and Warranties of the Company.
The Company hereby represents
and warrants to each Underwriter, as of the date of this Agreement, as of the Closing Date and each Option Closing Date, and covenants
with each Underwriter, as follows:
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(a)
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Registration Statement. The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) under
the Securities Act and complies with said Rule and the U.S. Preliminary Prospectus Supplement and U.S. Prospectus Supplement will
meet the requirements set forth in Rule 424(b). The Company has advised the Representative of all further information (financial
and other) with respect to the Company required to be set forth therein in the Registration Statement, the U.S. Preliminary Prospectus
Supplement and U.S. Prospectus Supplement. The Registration Statement has become effective under the Securities Act. The Company has filed
with the SEC the Rule 462(b) Registration Statement under the Securities Act on or prior to the date hereof and the Rule 462(b) Registration
Statement became effective for the registration of the securities covered thereby, including the Units and the securities underlying the
Units, under the Securities Act prior to the time of execution of this Agreement. No stop order suspending the effectiveness of the Registration
Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company, are
contemplated or threatened by the SEC. The U.S. Preliminary Prospectus and the U.S. Prospectus when filed complied in all material respects
with the Securities Act and is identical in all material respects to the copies thereof delivered to the Underwriters for use in connection
with the offer and sale of the Units. Each of the Registration Statement and any post-effective amendment thereto, at the time each part
thereof became effective pursuant to the Securities Act and at the Closing Date and each Option Closing Date, complied and will comply
in all material respects with the Securities Act and did not and, any amendment or supplement thereto, will not contain any untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
As of the Applicable Time, the Time of Sale Disclosure Package did not, and at the time of the Closing Date and each Option Closing Date,
the Time of Sale Disclosure Package, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading. The U.S. Preliminary Prospectus and the U.S. Prospectus, each as amended or supplemented, each as
of its date and at the Closing Date and each Option Closing Date, did not and will not contain any untrue statement of a material fact
or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they
were made, not misleading. The representations and warranties set forth in the three immediately preceding sentences shall not apply to
statements in, or omissions from, any such document made in reliance upon, and in conformity with, information furnished to the Company
by an Underwriter specifically for use in the preparation thereof as set forth in Section 10(2). There are no agreements, contracts,
arrangements or understandings (written or oral) or other documents required to be described in the Time of Sale Prospectus or the U.S.
Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.
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(b)
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Compliance with Canadian Laws and Regulations. The Company is eligible to use the Shelf
Procedures. No cease trade order preventing or suspending the use of the Canadian Preliminary Base Prospectus or the Canadian Prospectus
or preventing the distribution of the Units has been issued and no proceeding for that purpose has been initiated or, to the knowledge
of the Company, threatened, by any of the Canadian Commissions; as of their respective dates, the Canadian Preliminary Base Prospectus
and the Canadian Prospectus complied in all material respects with all applicable Canadian Securities Laws; each of the Canadian Commissions
in the Qualifying Jurisdictions has issued or is deemed to have issued receipts for the Canadian Preliminary Base Prospectus and the Canadian
Prospectus. On the Closing Date and each Option Closing Date, (i) the Canadian Preliminary Prospectus and the Canadian Prospectus
will comply in all material respects with the Canadian Securities Laws and (ii) the Canadian Preliminary Prospectus and the Canadian
Prospectus or any amendment or supplement thereto constituted at the respective dates thereof, and will constitute at the Closing Date
and each Option Closing Date full, true and plain disclosure of all material facts relating to the Units, that is required to be in the
Canadian Preliminary Prospectus and the Canadian Prospectus, and did not at the respective dates thereof, and will not at the Closing
Date or each Option Closing Date contain a misrepresentation or 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. To its knowledge, the Company is not a “related issuer” or “connected issuer” (as those terms
are defined in National Instrument 33-105 - Underwriting Conflicts of the Canadian Securities Administrators) of any of the Underwriters.
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(c)
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Reporting Issuer and TSX and NYSE American Status. The Company is a “reporting issuer”
in the Qualifying Jurisdictions. The Company is in compliance in all material respects with the by-laws, rules and regulations of
each of the Exchanges.
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(d)
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Short Form Eligibility. The Company is eligible to file a prospectus in the form of
a short form prospectus under NI 44-101.
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(e)
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Status under the Securities Act. The Company was not
and is not an “ineligible issuer” as defined in Rule 405 under the Securities Act at the times specified in Rules 164
and 433 under the Securities Act in connection with the offering of the Units.
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(f)
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Incorporated Documents. The documents incorporated or deemed to be incorporated by reference
in the Preliminary Prospectuses, the Prospectuses and the Registration Statement, when they were filed with the Canadian Commissions in
each of the Qualifying Jurisdictions or the SEC under the Securities Act or the Exchange Act, conformed in all material respects to the
requirements of the Canadian Securities Laws or U.S. Securities Laws, as applicable; and any further documents to be incorporated by reference
in the Preliminary Prospectuses, the Prospectuses or the Registration Statement subsequent to the effectiveness of the Registration Statement
and prior to the completion of the distribution of the Units, when such documents are so filed, will conform in all material respects
to the applicable requirements of Canadian Securities Laws and U.S. Securities Laws, as applicable, and will not contain a misrepresentation
or 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.
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(g)
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No Marketing Materials. Other than (i) the press release in respect of the offering and
sale of Units dated July 7, 2021 and (ii) the term sheet in respect of the offering and sale of Units dated July 7, 2021, each referenced
on Exhibit C, the Company has not provided any “marketing materials” (as such term is defined in National Instrument
41-101 - General Prospectus Requirements) to any potential investors of Units.
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(h)
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No Conflicts. Neither the execution of this Agreement, nor the issuance, offering or
sale of the Units, nor the consummation of any of the transactions contemplated herein and therein, nor the compliance by the
Company with the terms and provisions hereof and thereof will conflict with, or will result in a breach of, any of the terms and
provisions of, or has constituted or will constitute a default under, or has resulted in or will result in the creation or
imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreements,
contracts, arrangements or understandings (written or oral) to which the Company may be bound or to which any of the property or
assets of the Company is subject, except (i) such conflicts, breaches or defaults as may have been waived, and (ii) such
conflicts, breaches and defaults that would not reasonably be expected to have a Material Adverse Effect (as defined in
Section 3(u)); nor will such action result (x) in any violation of the provisions of the organizational or governing
documents of the Company, or (y) in any violation of the provisions of any statute or any order, rule or regulation
applicable to the Company or of any Governmental Authority having jurisdiction over the Company, except, with respect to clause (y),
such violations that would not reasonably be expected to have a Material Adverse Effect, either individually or in the
aggregate.
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(i)
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No Misstatement or Omission in an Issuer Free Writing Prospectus or
marketing materials. Each issuer free writing prospectus and any marketing materials, as of its issue date and as of each
Applicable Time, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information
contained in the Registration Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses,
including any Incorporated Document deemed to be a part thereof that has not been superseded or modified. The foregoing sentence does
not apply to statements in or omissions from any issuer free writing prospectus or any marketing materials made in reliance upon, and
in conformity with, written information furnished to the Company by or on behalf of an Underwriter specifically for inclusion therein
as contemplated in Section 10(2).
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(j)
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Reports and Documents, etc. There are no reports or information of the Company or,
to the knowledge of the Company, of any third party, that in accordance with the requirements of the Canadian Securities Laws or U.S.
Securities Laws must be made publicly available in connection with the offering of the Units that have not been made publicly available
as required. There are no documents of the Company or, to the knowledge of the Company, of any third party, required to be filed with
the Canadian Commissions in the Qualifying Jurisdictions or with the SEC in the United States in connection with the Time of Sale Prospectus,
the Canadian Prospectus and the U.S. Prospectus that have not been filed as required pursuant to the Canadian Securities Laws or U.S.
Securities Laws, as applicable. There are no agreements, contracts, arrangements or understandings (written or oral) or other documents
of the Company or, to the knowledge of the Company, of any third party, required to be described in the Time of Sale Prospectus, the Canadian
Prospectus and the U.S. Prospectus which have not been described or filed as required pursuant to the Canadian Securities Laws or U.S.
Securities Laws, as applicable.
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(k)
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Offering Materials Furnished to Underwriters. The Company has delivered or will deliver
on the Closing Date to the Representative (or with respect to the Registration Statement, the Time of Sale Prospectus, the U.S. Prospectus,
as amended or supplemented, and any free writing prospectus, made available on EDGAR) one complete manually signed copy of the Registration
Statement and each consent and certificate of experts filed as a part thereof, and conformed copies (to the extent such documents contain
signatures) of the Registration Statement, the Time of Sale Prospectus, the Canadian Prospectus and the U.S. Prospectus, as amended or
supplemented, and any free writing prospectus reviewed and consented to by the Representative, in such quantities and at such places as
the Representative have reasonably requested for each of the Underwriters.
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(L)
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Unit Shares and Additional Unit Shares; Warrants; Warrant Shares and Additional Warrant Shares.
The Unit Shares and the Additional Unit Shares will, as at the Closing Date and each Option Closing Date, as applicable, have been duly
authorized and allotted for issuance and the Unit Shares and the Additional Units Shares will, upon the full payment therefor and the
issuance thereof, be validly issued as fully paid and non-assessable common shares in the capital of the Company (the “Common
Shares”). The Warrants, Additional Warrants and Underwriter Warrants will, as at the Closing Date and each Option Closing Date,
as applicable, have been duly and validly created and the Warrant Shares, the Additional Warrant Shares and Underwriter Warrant Shares
will, as at the Closing Date and each Option Closing Date, as applicable, have been authorized and allotted for issuance and, upon the
full payment therefor and the issue thereof upon exercise of the Warrants, the Additional Warrants and the Underwriter Warrants in accordance
with the provisions of the certificates governing the Warrants, the Additional Warrants and the Underwriter Warrants (the “Warrant
Certificates”) and the Warrant Shares, the Additional Warrant Shares and the Underwriter Warrant Shares will be validly issued
as fully paid and non-assessable Common Shares.
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(m)
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Corporate Action. All necessary corporate action has been taken by the Company to authorize
the issuance, sale and delivery of the Unit Shares, the Warrants, the Warrant Shares, the Additional Unit Shares, the Additional Warrants
and the Additional Warrant Shares, on the terms set forth in this Agreement, and each Warrant Certificate will be a valid and binding
obligation of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, moratorium
or similar laws affecting creditors’ rights generally and, except as limited by the application of equitable remedies, which may
be granted in the discretion of a court of competent jurisdiction, and that enforcement of the rights to indemnity and contribution set
out in this Agreement may be limited by Applicable Law.
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(n)
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Distribution of Offering Material by the Company. The Company has not distributed and will
not distribute, prior to the completion of the Underwriters’ distribution of the Units, any offering material in connection with
the offering and sale of the Units other than the Registration Statement, the Time of Sale Prospectus, the Canadian Prospectus, the U.S.
Prospectus, any free writing prospectus reviewed and consented to by the Representative on behalf of the Underwriters.
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(o)
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Authorization; Enforceability. The Company has full corporate right, power and authority
to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered
by the Company and is a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except to the extent
that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights
generally and by general equitable principles.
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(p)
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No Material Adverse Effect. Subsequent to the respective dates
as of which information is given in the Registration Statement or included or incorporated by reference in the Time of Sale Prospectus
and the Prospectuses, if any (including any document deemed incorporated by reference therein), there has not been (i) any Material
Adverse Effect, (ii) any transaction which is material to the Company and the Material Subsidiaries (as defined in Section 3(u))
taken as a whole, (iii) any obligation or liability, direct or contingent (including any off-balance sheet obligations), incurred
by the Company or any Material Subsidiary, which is material to the Company and the Material Subsidiaries taken as a whole, (iv) any
material change in the capital stock or outstanding long-term indebtedness of the Company or any of the Material Subsidiaries or (v) any
dividend or distribution of any kind declared, paid or made on the capital stock of the Company or any Material Subsidiary, other than
in each case above in the ordinary course of business or as otherwise disclosed in the Registration Statement or included or incorporated
by reference in the Time of Sale Prospectus and the Prospectuses.
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(q)
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Independent Accountants. Plante Moran PLLC, who have delivered
their report with respect to the audited Financial Statements (as defined in Section 3(s)) filed with the SEC as a part of the Registration
Statement and included in the Time of Sale Prospectus, the Canadian Prospectus and the U.S. Prospectus (each, an “Applicable
Prospectus” and collectively, the “Applicable Prospectuses”), are independent public, certified public or
chartered accountants as required by the Securities Act, the Exchange Act and applicable Canadian Securities Laws. There has not been
any “reportable event” (as that term is defined in National Instrument 51-102 Continuous Disclosure Obligations of the Canadian
Securities Administrators) with Plante Moran PLLC or any other prior auditor of the Company or any of its Material Subsidiaries.
To the Company’s knowledge, after due and careful inquiry, Plante Moran PLLC is not in violation of the auditor independence requirements
of the Sarbanes-Oxley Act of 2002.
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(r)
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Enforceability of Agreements. All agreements between the Company and third parties expressly
referenced in the Registration Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses
are to our knowledge legal, valid and binding obligations of the Company enforceable in accordance with their respective terms, except
to the extent that (i) enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors’ rights generally and by general equitable principles, and (ii) the indemnification provisions of certain agreements
may be limited by Applicable Law or public policy considerations in respect thereof, and except for any other potentially unenforceable
term that, individually or in the aggregate, would not reasonably be expected to be material to the Company.
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(s)
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Financial Information. The consolidated financial statements
of the Company filed with the SEC as a part of the Registration Statement or included or incorporated by reference in the Time of Sale
Prospectus and the Prospectuses, together with the related notes and schedules (the “Financial Statements”), present
fairly, in all material respects, the consolidated financial position of the Company and the Material Subsidiaries as of the dates indicated
and the consolidated statements of comprehensive income, shareholders’ equity and cash flows of the Company for the periods specified.
Such Financial Statements conform in all material respects with United States generally accepted accounting principles as issued by the
Financial Accounting Standards Board (“US GAAP”), applied on a consistent basis during the periods involved. The other
financial and statistical data with respect to the Company and the Material Subsidiaries contained or incorporated by reference in the
Registration Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses, are accurately and
fairly presented in all material respects and prepared on a basis consistent with the financial statements and books and records of the
Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in
the Registration Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses that are not included
or incorporated by reference as required; the Company and the Material Subsidiaries do not have any material liabilities or obligations,
direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement or included or incorporated
by reference in the Time of Sale Prospectus and the Prospectuses and all disclosures contained or incorporated by reference therein; and
no other financial statements are required to be set forth or to be incorporated by reference in the Registration Statement or included
or incorporated by reference in the Time of Sale Prospectus and the Prospectuses.
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(t)
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Statistical, Industry-Related and Market-Related Data.
The statistical, industry-related and market-related data included in the Registration Statement or included or incorporated by
reference in the Time of Sale Prospectus and the Prospectuses, are based on or derived from sources that the Company reasonably believes
are reliable and accurate.
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(u)
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Organization. The Company and each of its Material Subsidiaries are, and will be, duly organized,
validly existing as a corporation and in good standing (where such concept is recognized) under the laws of their respective jurisdictions
of organization. The Company and each of the Material Subsidiaries are, and will be, duly licensed or qualified as a foreign corporation
for transaction of business and in good standing under the laws of each other jurisdiction in which their respective ownership or lease
of property or the conduct of their respective businesses requires such license or qualification, and have all corporate power and authority
necessary to own or hold their respective properties and to conduct their respective businesses as described in the Registration Statement
or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses, except where the failure to be so qualified
or in good standing or have such power or authority would not, individually or in the aggregate, have a material adverse effect or would
reasonably be expected to have a material adverse effect on or affecting the assets, business, operations, earnings, properties, condition
(financial or otherwise), shareholders’ equity or results of operations of the Company and the Material Subsidiaries taken as a
whole, or prevent or materially interfere with consummation of the transactions contemplated hereby (a “Material Adverse Effect”).
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(v)
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Subsidiaries. The subsidiaries of the Company listed in Schedule B (individually
a “Material Subsidiary” and collectively, the “Material Subsidiaries”), include all of the Company’s
significant subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the SEC). Except as set forth in
the Registration Statement or included or incorporated by reference in the Time of Sale Prospectus, the Prospectuses, and the Company
owns, directly or indirectly, all of the equity interests of the Material Subsidiaries free and clear of any lien, charge, security interest,
encumbrance, right of first refusal or other restriction, and all the equity interests of the Material Subsidiaries are validly issued
and are fully paid, non-assessable and free of preemptive and similar rights.
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(w)
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Minute Books. Since January 1, 2021, all existing minute books of the Company and each
of the Material Subsidiaries, including all existing records of all meetings and actions of the board of directors (including, the Audit,
Compensation and Governance and Nominating Committees and other board committees) and securityholders of the Company (collectively, the
“Corporate Records”) have been made available to the Underwriters and their counsel, and all such Corporate Records
are complete in all material respects. There are no material transactions, agreements or other actions of the Company or any of the Material
Subsidiaries that are required to be recorded in the Corporate Records that are not properly approved and/or recorded in the Corporate
Records. All required filings have been made with the appropriate Governmental Authorities in the Province of British Columbia in a timely
fashion under the Business Corporations Act (British Columbia), except for such filings where the failure to file would not have
a Material Adverse Effect, either individually or in the aggregate.
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(x)
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No Violation or Default. Neither the Company nor any of the Material Subsidiaries is (i) in
violation of its articles or by-laws or similar organizational documents; (ii) except as are disclosed in the Registration Statement
or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses, in violation or default, and no event has
occurred that, with notice or lapse of time or both, would constitute such a violation or default, in the due performance or observance
of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument
to which the Company or any of the Material Subsidiaries is a party or by which the Company or any of the Material Subsidiaries is bound
or to which any of the property or assets of the Company or any of the Material Subsidiaries are subject; or (iii) except as disclosed
in the Registration Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses, in violation
of any Applicable Law, except in the case of each of clauses (ii) and (iii) above, for any such violation or default that would
not, individually or in the aggregate, have a Material Adverse Effect. To the Company’s knowledge, no other party under any material
agreements, contracts, arrangements or understandings (written or oral) to which it or any of the Material Subsidiaries is a party is
in violation or default in any respect thereunder where such violation or default would have a Material Adverse Effect.
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(y)
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Disclosure Controls. The Company and each of the Material
Subsidiaries (other than Material Subsidiaries acquired not more than 365 days prior to the Evaluation Date, as defined below) maintain
systems of internal accounting controls applicable under US GAAP in applicable periods, or sufficient to provide reasonable assurance
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 US GAAP and to maintain asset accountability;
(iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the
recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect
to any differences. The Company’s internal control over financial reporting is effective and the Company is not aware of any material
weaknesses in its internal control over financial reporting. Since the date of the latest audited financial statements of the Company
included or incorporated by reference in the Registration Statement or included or incorporated by reference in the Time of Sale Prospectus
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. The Company has established
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 and 15d-15) for the Company and designed such disclosure
controls and procedures to ensure that material information relating to the Company and each of the Material Subsidiaries is made known
to the certifying officers by others within those entities, particularly during the period in which the Company’s Annual Report
on Form 10-K is being prepared or during the period in which financial statements will be filed or furnished with the SEC on Form 10-Q.
The Company’s certifying officers have evaluated the effectiveness of the Company’s controls and procedures as of December 31,
2020 (such date, the “Evaluation Date”). The Company presented in its Annual Report on Form 10-K for the fiscal
year recently ended the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based
on their evaluations as of the Evaluation Date and the disclosure controls and procedures are effective. Since the Evaluation Date, there
have been no significant changes in the Company’s internal controls (as such term is defined in Item 307(b) of Regulation S-K
under the Securities Act) or, to the Company’s knowledge, in other factors that could significantly affect the Company’s internal
controls.
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(z)
|
Capitalization. The issued and outstanding Common Shares
have been validly issued, are fully paid and non-assessable and are not subject to any preemptive rights, rights of first refusal or similar
rights. The Company has an authorized, issued and outstanding capitalization as set forth in the Registration Statement or included or
incorporated by reference in the Time of Sale Prospectus and the Prospectuses as of the dates referred to therein (other than the grant
of additional options under the Company’s existing stock option plans, or changes in the number of outstanding Common Shares due
to the issuance of shares upon the exercise or conversion of securities exercisable for, or convertible into, Common Shares outstanding
on the date hereof, including due to vesting of outstanding restricted share units) and such authorized capital stock conforms in all
material respects to the description thereof set forth in the Registration Statement or included or incorporated by reference in the Time
of Sale Prospectus and the Prospectuses. The description of the securities of the Company in the Registration Statement or included or
incorporated by reference in the Time of Sale Prospectus and the Prospectuses is complete and accurate in all material respects. Except
as disclosed in or contemplated by the Registration Statement or included or incorporated by reference in the Time of Sale Prospectus
and the Prospectuses, as of the date referred to therein, the Company does not have outstanding any options to purchase, or any rights
or warrants to subscribe for, or any securities or obligations convertible into, or exchangeable for, or any contracts or commitments
to issue or sell, any Common Shares or other securities.
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(aa)
|
No Applicable Registration or Other Similar Rights. There are no persons with registration
or other similar rights to have any equity or debt securities registered or qualified for sale under the Registration Statement or the
Canadian Prospectus or included in the offering contemplated by this Agreement who have not waived such rights in writing (including electronically)
prior to the execution of this Agreement.
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(bb)
|
No Consents Required. No consent, approval, authorization,
order, registration or qualification of or with Governmental Authority is required for the execution, delivery and performance by the
Company of this Agreement, the issuance and sale by the Company of the Units, except for (i) the qualification of the Units for distribution
in the United States and in Canada; and (ii) such consents, approvals, authorizations, orders and registrations or qualifications
as may be required under applicable U.S. federal and state securities laws or by the SEC in connection with the sale of the Units by the
Underwriters.
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(cc)
|
No Preferential Rights. Except as set forth in the
Registration Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses, (i) and except
pursuant to options to purchase Common Shares pursuant to outstanding options, restricted share units, warrants or convertible debentures,
no person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “Person”),
has the right, contractual or otherwise, to cause the Company to issue or sell to such Person any Common Shares or other securities of
the Company, (ii) the Company has not granted to any Person any preemptive rights, resale rights, rights of first refusal, or any
other rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any Common Shares or other securities
of the Company, (iii) no Person has the right to act as an underwriter or as a financial advisor to the Company in connection with
the offer and sale of the Units, and (iv) no Person has the right, contractual or otherwise, to require the Company to register under
the Securities Act or qualify for distribution under Canadian Securities Laws any Common Shares or other securities of the Company, or
to include any such Common Shares or other securities in the Registration Statement or included or incorporated by reference in the Time
of Sale Prospectus and the Prospectuses, whether as a result of the filing or effectiveness of the Registration Statement, the Prospectuses
(or documents incorporated by reference therein) or the sale of the Units as contemplated thereby or otherwise.
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(dd)
|
Forward-Looking Information. No forward-looking statement (within the meaning of Section 27A
of the Securities Act and Section 21E of the Exchange Act and no forward-looking information within the meaning of Section 1(1) of
the Securities Act (Ontario)) contained or incorporated by reference in the Registration Statement, the Prospectuses or the Time
of Sale Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.
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(ee)
|
Certificates. The Warrant Certificates will be in due and proper form and conform to the
requirements of the Business Corporations Act (British Columbia), the articles of incorporation of the Company and any applicable
requirements of the Exchanges, DTC and CDS Clearing and Depository Services Inc. (“CDS”) or will have been otherwise
approved by the Exchanges, if required.
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(ff)
|
Transfer Agent. Computershare Investor Services Inc. has been duly appointed as registrar
and transfer agent for the Common Shares.
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(hh)
|
No Litigation. Except as disclosed in the Registration
Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses, there are no legal, governmental
or regulatory actions, suits or proceedings pending, nor, to the Company’s knowledge, any legal, governmental or regulatory audits
or investigations, to which the Company or a Subsidiary is a party or to which any property of the Company or any of the Material Subsidiaries
is the subject that, individually or in the aggregate, if determined adversely to the Company or any of the Material Subsidiaries, could
reasonably be expected to have a Material Adverse Effect or materially and adversely affect the ability of the Company to perform its
obligations under this Agreement; except as disclosed in the Registration Statement or included or incorporated by reference in the Time
of Sale Prospectus and the Prospectuses, to the Company’s knowledge, no such actions, suits or proceedings are threatened or contemplated
by any Governmental Authority or threatened by others; and (i) there are no current or pending audits or investigations, actions,
suits or proceedings by or before any Governmental Authority that are required under the U.S. Securities Laws or Canadian Securities Laws
to be described in the Registration Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses
that are not so described; and (ii) there are no agreements, contracts, arrangements or understandings (written or oral) or other
documents that are required under the Securities Act to be filed as exhibits to the Registration Statement that are not so filed.
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(ii)
|
Labor Disputes. No labor disturbance by or dispute
with employees of the Company or any of the Material Subsidiaries exists or, to the knowledge of the Company, is threatened that could
reasonably be expected to have a Material Adverse Effect.
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(jj)
|
Local Disputes. Except as set forth in the Registration Statement
or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses, no dispute between the Company and
any local, native or indigenous group exists, or to the Company’s knowledge, is threatened or imminent with respect to any of the
Company’s properties or exploration activities that could reasonably be expected to have a Material Adverse Effect.
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(kk)
|
Proposed Acquisition. Except as described in the Registration
Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses, there are no material agreements,
contracts, arrangements or understandings (written or oral) with any persons relating to the acquisition or proposed acquisition by the
Company or its Material Subsidiaries of any material interest in any business (or part of a business) or corporation, nor are there any
other specific contracts or agreements (written or oral) in respect of any such matters in contemplation.
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(ll)
|
Intellectual Property Rights. Except as disclosed in
the Registration Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses, the Company and
the Material Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents, patent applications, trade
and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet
domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the
conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold
adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except
as disclosed in the Registration Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses,
(a) there are no rights of third parties to any such Intellectual Property owned by the Company and the Material Subsidiaries; (b) to
the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (c) there is no pending
or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s and the Material
Subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which could form a reasonable
basis for any such action, suit, proceeding or claim; (d) there is no pending or, to the Company’s knowledge, threatened action,
suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (e) there is no pending
or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and the Material Subsidiaries
infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of others; (f) to the Company’s
knowledge, there is no third-party U.S. patent or published U.S. patent application which contains claims for which an Interference Proceeding
(as defined in 35 U.S.C. § 135) has been commenced against any patent or patent application described in the Registration Statement
or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses, as being owned by or licensed to the Company;
and (g) the Company and the Material Subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property
has been licensed to the Company or such Material Subsidiary, and all such agreements are in full force and effect, except, in the case
of any of clauses (a)-(g) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding
or claim as would not, individually or in the aggregate, result in a Material Adverse Effect.
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(mm)
|
No Material Defaults. Neither the Company nor any of the Material Subsidiaries has defaulted
on any installment on indebtedness for borrowed money or on any rental on one or more long-term leases, which defaults, individually or
in the aggregate, would have a Material Adverse Effect. The Company has not filed a report pursuant to Section 13(a) or 15(d) of
the Exchange Act since the filing of its last Annual Report on Form 10-K, indicating that it (i) has failed to pay any dividend
or sinking fund installment on preferred stock or (ii) has defaulted on any installment on indebtedness for borrowed money or on
any rental on one or more long-term leases, which defaults, individually or in the aggregate, would have a Material Adverse Effect.
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(nn)
|
Market Capitalization. At the time the Registration Statement was originally declared effective,
and at the time the Company's most recent Annual Report on Form 10-K was filed with the SEC, the Company met the then applicable
requirements for the use of Form S-3 under the Securities Act, including, but not limited to, General Instruction I.B.1 of Form S-3.
The Company meets the definition of an “experienced issuer” for the use of a registration statement on Form S-3 in connection
with this offering (the definition of “experienced issuer” means (i) having at least $150 million aggregate market value
of voting stock held by non-affiliates of the Company or at least $100 million aggregate market value of voting stock held by non-affiliates
of the Company and annual trading volume of such voting stock of at least three million shares and (ii) having a reporting history
of 36 months at the time the Company's most recent Annual Report on Form 10-K was filed). The Company is not a shell company (as
defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if
it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.6 of Form S-3)
with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.
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(oo)
|
Certain Market Activities. Neither the Company, nor any of the Material Subsidiaries, nor
to the knowledge of the Company any of their respective directors or officers has taken, directly or indirectly, any action designed,
or that has constituted or might reasonably be expected to cause or result in, under the Exchange Act, Canadian Securities Laws or otherwise,
the stabilization, maintenance or manipulation of the price of any security of the Company to facilitate the sale or resale of the Units.
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(pp)
|
Title to Real and Personal Property. Except as set
forth in the Registration Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses, the
Company and the Material Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and
valid title to all personal property described in the Registration Statement or included or incorporated by reference in the Time of Sale
Prospectus and the Prospectuses as being owned by them that are material to the businesses of the Company or such Material Subsidiary
(taken as a whole), in each case free and clear of all liens, encumbrances and claims, except those that (i) do not materially interfere
with the use made and proposed to be made of such property by the Company and any of the Material Subsidiaries or (ii) would not,
individually or in the aggregate, have a Material Adverse Effect. Any real or personal property described in the Registration Statement
or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses as being leased by the Company and any of
the Material Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially interfere
with the use made or proposed to be made of such property by the Company or any of the Material Subsidiaries or (B) would not, individually
or in the aggregate, have a Material Adverse Effect. Each of the properties of the Company and the Material Subsidiaries complies with
all applicable codes and Applicable Laws (including, without limitation, building and zoning codes, laws and regulations and laws relating
to access to such properties), except if and to the extent disclosed in the Registration Statement or included or incorporated by reference
in the Time of Sale Prospectus and the Prospectuses or except for such failures to comply that would not, individually or in the aggregate,
interfere in any material respect with the use made and proposed to be made of such property by the Company and the Material Subsidiaries
or otherwise have a Material Adverse Effect. None of the Company or the Material Subsidiaries has received from any Governmental Authorities
any notice of any condemnation of, or zoning change affecting, the properties of the Company and the Material Subsidiaries, and the Company
knows of no such condemnation or zoning change which is threatened, except for such that would not interfere in any material respect with
the use made and proposed to be made of such property by the Company and the Material Subsidiaries or otherwise have a Material Adverse
Effect, in the aggregate.
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(qq)
|
Mining Rights. The Mt Todd Gold Project, Northern Territory,
Australia, as described in the Registration Statement or included or incorporated by reference in the Time of Sale Prospectus and the
Prospectuses (collectively, the “Material Property”) is the only mining property currently material to the Company
in which the Company or the Material Subsidiaries have an interest; the Company or through the Material Subsidiaries, hold either freehold
title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits or participant interests or other conventional
property or proprietary interests or rights, recognized in the jurisdiction in which the Material Property is located, in respect of the
ore bodies and minerals located on the Material Property in which the Company (through the applicable Material Subsidiary) has an interest
under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, contracts, arrangements or understandings,
sufficient to permit the Company (through the applicable Material Subsidiary) to explore for and exploit the minerals relating thereto;
all leases or claims and permits relating to the Material Property in which the Company (through the applicable Material Subsidiary) has
an interest or right have been validly located and recorded in accordance with all Applicable Laws and are valid and subsisting; except
as disclosed in the Registration Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses,
the Company (through the applicable Material Subsidiary) has all necessary surface rights, access rights and other necessary rights and
interests relating to the Material Property in which the Company (through the applicable Material Subsidiary) has an interest granting
the Company (through the applicable Material Subsidiary) the right and ability to explore for and exploit minerals, ore and metals for
development and production purposes as are appropriate in view of the rights and interest therein of the Company or the applicable Material
Subsidiary, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Material
Subsidiary of the rights or interest so held, and each of the proprietary interests or rights and each of the agreements, contracts, arrangements
or understandings and obligations relating thereto referred to above is currently in good standing in all respects in the name of the
Company or the applicable Material Subsidiary; except as disclosed in the Time of Sale Prospectus and the Prospectuses, the Company and
the Material Subsidiaries do not have any responsibility or obligation to pay any commission, royalty, license, fee or similar payment
to any person with respect to the property rights thereof, except where such fee or payment would not have a Material Adverse Effect,
either individually or in the aggregate;
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(i)
|
the Company or the applicable Material Subsidiary holds direct interests in the Material Property, as
described in the Registration Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses (the
“Project Rights”), under valid, subsisting and enforceable agreements or instruments, and all such agreements and instruments
in connection with the Project Rights are valid and subsisting and enforceable in accordance with their terms;
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(ii)
|
the Company and the Material Subsidiaries have identified all the material permits, certificates, and
approvals (collectively, the “Permits”) which are or which we understand will be required for the exploration, development
and eventual or actual operation of the Material Property, which Permits include but are not limited to environmental assessment certificates,
water licenses, land tenures, rezoning or zoning variances and other necessary local, provincial, state and federal approvals; and, except
as disclosed in the Registration Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses,
the appropriate Permits have either been received, applied for, or the processes to obtain such Permits have been or will in due course
be initiated by the Company or the applicable Material Subsidiaries; and, except as disclosed in the Registration Statement or included
or incorporated by reference in the Time of Sale Prospectus and the Prospectuses, neither the Company nor the applicable Material Subsidiaries
know of any issue or reason why the Permits should not be approved and obtained in the ordinary course;
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(iii)
|
all assessments or other work required to be performed in relation to the material mining claims and the
mining rights of the Company and the applicable Material Subsidiary in order to maintain their respective interests therein, if any, have
been performed to date and, except as disclosed in the Registration Statement or included or incorporated by reference in the Time of
Sale Prospectus and the Prospectuses, the Company and the applicable Material Subsidiary have complied in all material respects with all
Applicable Laws in this regard as well as with regard to 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 Material Subsidiary intend to abandon or relinquish and except
for any non-compliance which would not either individually or in the aggregate have a Material Adverse Effect; all such mining claims
and mining rights are in good standing in all respects as of the date of this Agreement;
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(iv)
|
except as disclosed in the Registration Statement or included or incorporated by reference in the Time
of Sale Prospectus and the Prospectuses, there are no environmental audits, evaluations, assessments, studies or tests relating to the
Company or the Material Subsidiaries except for ongoing assessments conducted by or on behalf of the Company and the Material Subsidiaries
in the ordinary course;
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(v)
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the Company made available to the respective authors thereof prior to the issuance of the current technical
report filed by the Company on SEDAR relating to the Material Property (the “Report”), for the purpose of preparing
the Report, as applicable, all information requested, and no such information contained any material misrepresentation as at the relevant
time the relevant information was made available;
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(vi)
|
the Report complied in all material respects with the requirements of National Instrument 43-101 –
Standards of Disclosure for Mineral Projects (“NI 43-101”) as at the amended and restated date of such Report;
and
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(vii)
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the Company is in compliance, in all material respects, with the provisions of NI 43-101 and has filed
all technical reports required thereby; except as noted in the Time of Sale Prospectus and the Prospectuses, all scientific and technical
information disclosed in the Registration Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses:
(i) is based upon information prepared, reviewed and/or verified by or under the supervision of a “qualified person”
(as such term is defined in NI 43-101), (ii) has been prepared and disclosed in accordance with Canadian industry standards set forth
in NI 43- 101, and (iii) was true, complete and accurate in all material respects at the time of filing.
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(rr)
|
Taxes. The Company and each of the Material Subsidiaries
have filed all federal, state, provincial, local and foreign tax returns which have been required to be filed and paid all taxes shown
thereon through the date hereof, to the extent that such taxes have become due and are not being contested in good faith, except where
the failure to so file or pay would not have a Material Adverse Effect. Except as otherwise disclosed in or contemplated by the Registration
Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses, no tax deficiency has been determined
adversely to the Company or any of the Material Subsidiaries which has had, individually or in the aggregate, a Material Adverse Effect.
The Company has no knowledge of any federal, state, provincial or other governmental tax deficiency, penalty or assessment which has been
or might be asserted or threatened against it which would have a Material Adverse Effect.
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(ss)
|
No Reliance. The Company has not relied upon the Underwriters or legal counsel for the Underwriters
for any legal, tax or accounting advice in connection with the offering and sale of the Units.
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(tt)
|
Investment Company Act. Neither the Company nor any
of the Material Subsidiaries is or, after giving effect to the offering and sale of the Units and the application of the proceeds thereof
as described in the Registration Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses,
will be an “investment company” or an entity “controlled” by an “investment company,” as such terms
are defined in the Investment Company Act of 1940, as amended.
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(uu)
|
ERISA. The Company does not have a material employee
benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended.
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(vv)
|
Company is not a “Controlled Foreign Corporation”. As
of the date hereof, the Company is not a “controlled foreign corporation,” as such term is defined in the Internal
Revenue Code of 1986, as amended (the “Code”), and does not expect to become a controlled foreign corporation in the
foreseeable future.
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(ww)
|
Insurance. The Company and each of the Material Subsidiaries
carry, or are covered by, insurance in such amounts and covering such risks as the Company and each of the Material Subsidiaries reasonably
believe are adequate for the conduct of their properties and as is customary for companies engaged in similar businesses in similar industries.
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(xx)
|
No Price Stabilization or Manipulation; Compliance with Regulation M. The Company
has not taken, nor will the Company take, directly or indirectly, any action designed to or that might be reasonably expected to cause
or result in stabilization or manipulation of the price of the Common Shares, as applicable, or any other “reference security”
(as defined in Rule 100 of Regulation M under the Exchange Act (“Regulation M”)) whether to facilitate the sale
or resale of the Units, as applicable, or otherwise, and has taken no action which would directly or indirectly violate Regulation M.
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(yy)
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Working Capital. To the Company’s knowledge and taking into account the available
working capital and the net proceeds receivable by the Company following the sale of the Units, the Company has sufficient working capital
for its present requirements that is for a period of at least 12 months from the date of the Prospectuses.
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(zz)
|
Environmental Laws. Except as set forth in the Registration
Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses:
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(i)
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each of the Company and the Material Subsidiaries is in compliance in all material respects with all applicable
federal, provincial, state, municipal and local laws, statutes, ordinances, bylaws and regulations and orders, directives and decisions
rendered by any ministry, department or administrative or regulatory agency, domestic or foreign (the “Environmental Laws”)
relating to the protection of the environment, occupational health and safety or the processing, use, treatment, storage, disposal, discharge,
transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substance, including any
uranium or derivatives thereof (the “Hazardous Substances”), except where such non-compliance would not have a Material
Adverse Effect, either individually or in the aggregate;
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(ii)
|
each of the Company and the Material Subsidiaries has obtained all licenses, permits, approvals, consents,
certificates, registrations and other authorizations under all applicable Environmental Laws (the “Environmental Permits”)
necessary as at the date hereof for the operation of the businesses currently carried on by the Company and the Material Subsidiaries
and each Environmental Permit is valid, subsisting and in good standing and to the knowledge of the Company neither the Company nor the
Material Subsidiaries is in default or breach of any Environmental Permit which would have a Material Adverse Effect, and no proceeding
is pending or, to the knowledge of the Company or the Material Subsidiaries, threatened, to revoke or limit any Environmental Permit;
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(iii)
|
neither the Company nor the Material Subsidiaries has used, except in compliance with all Environmental
Laws and Environmental Permits, and other than as may be incidental to mineral resource exploration, development, mining, recovery, processing
or milling, any property or facility which it owns or leases or previously owned or leased, to generate, manufacture, process, distribute,
use, treat, store, dispose of, transport or handle any Hazardous Substance; and
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(iv)
|
neither the Company nor the Material Subsidiaries (including, if applicable, any predecessor companies)
has received any notice of, or been prosecuted for an offence alleging, non-compliance with any Environmental Law that would have a Material
Adverse Effect, and neither the Company nor the Material Subsidiaries (including, if applicable, any predecessor companies) has settled
any allegation of non-compliance that would have a Material Adverse Effect short of prosecution. There are no orders or directions relating
to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to any of
the assets of the Company or the Material Subsidiaries, nor has the Company or the Material Subsidiaries received notice of any of the
same; and (v) neither the Company nor the Material Subsidiaries has received any notice wherein it is alleged or stated that the
Company or the Material Subsidiaries is potentially responsible for a federal, provincial, state, municipal or local clean-up site or
corrective action under any Environmental Laws. Neither the Company nor the Material Subsidiaries has received any request for information
in connection with any federal, state, municipal or local inquiries as to disposal sites.
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(aaa)
|
Finder’s Fees. Neither the Company nor any of
the Material Subsidiaries has incurred any liability for any finder’s fees, brokerage commissions or similar payments in connection
with the transactions herein contemplated, except as may otherwise exist with respect to the Underwriters pursuant to this Agreement.
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(bbb)
|
Broker/Dealer Relationships. Neither the Company nor
any of the Material Subsidiaries or any related entities (i) is required to register as a “broker” or “dealer”
in accordance with the provisions of the Exchange Act or (ii) directly or indirectly through one or more intermediaries, controls
or is a “person associated with a member” or “associated person of a member” (within the meaning set forth in
the FINRA Manual).
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(ccc)
|
Dividend Restrictions. Except as may be restricted by Applicable Law, no Material Subsidiary
is prohibited or restricted, directly or indirectly, from paying dividends to the Company, or from making any other distribution with
respect to such Material Subsidiaries’ equity securities or from repaying to the Company or any other Material Subsidiaries any
amounts that may from time to time become due under any loans or advances to such Material Subsidiaries from the Company or from transferring
any property or assets to the Company or to any other Material Subsidiaries.
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(ddd)
|
No Improper Practices. (i) Neither the Company
nor, to the Company’s knowledge, the Material Subsidiaries, nor to the Company’s knowledge, any of their respective directors
or officers has, in the past five years, made any unlawful contributions to any candidate for any political office (or failed fully to
disclose any contribution in violation of Applicable Law) or made any contribution or other payment to any official of, or candidate for,
any federal, state, provincial, municipal, or foreign office or other person charged with similar public or quasi-public duty in violation
of any Applicable Law or of the character required to be disclosed in the Registration Statement or included or incorporated by reference
in the Time of Sale Prospectus and the Prospectuses; (ii) no relationship, direct or indirect, exists between or among the Company
or, to the Company’s knowledge, any Material Subsidiary or any affiliate of any of them, on the one hand, and the directors, officers
and shareholders of the Company or, to the Company’s knowledge, any Material Subsidiary, on the other hand, that is required by
the U.S. Securities Laws or Canadian Securities Laws to be described in the Registration Statement or included or incorporated by reference
in the Time of Sale Prospectus and the Prospectuses that is not so described; (iii) no relationship, direct or indirect, exists between
or among the Company or any Material Subsidiary or any affiliate of them, on the one hand, and the directors, officers, or shareholders
of the Company or, to the Company’s knowledge, any Material Subsidiary, on the other hand, that is required by the rules of
the Financial Industry Regulatory Authority, Inc. (“FINRA”) (or Canadian equivalent thereof) to be described in
the Registration Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses that is not so
described; (iv) except as described in the Time of Sale Prospectus and the Prospectuses, there are no material outstanding loans
or advances or material guarantees of indebtedness by the Company or, to the Company’s knowledge, any Material Subsidiary to or
for the benefit of any of their respective officers or directors or any of the members of the families of any of them; and (v) the
Company has not offered, or caused any placement agent to offer, Common Shares or to make any payment of funds to any person with the
intent to influence unlawfully (A) a customer or supplier of the Company or any Material Subsidiary to alter the customer’s
or supplier’s level or type of business with the Company or any Material Subsidiary or (B) a trade journalist or publication
to write or publish favorable information about the Company or any Material Subsidiary or any of their respective products or services,
and, (vi) neither the Company nor any Material Subsidiary nor, to the Company’s knowledge, any director, officer, employee
or agent of the Company or any Material Subsidiary has made any payment of funds of the Company or any Material Subsidiary or received
or retained any funds in violation of any Applicable Law (including, without limitation, the Foreign Corrupt Practices Act of 1977 and
the Corruption of Foreign Public Officials Act (Canada)).
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(eee)
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Operations. The operations of the Company and the Material
Subsidiaries are and have been conducted at all times in compliance with applicable financial record keeping and reporting requirements
of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the Corruption of Foreign Public Officials
Act (Canada) and applicable rules and regulations thereunder, and the money laundering statutes of all applicable jurisdictions,
the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered
or enforced by any Governmental Authority (collectively, the “Money Laundering Laws”); and no action, suit or proceeding
by or before any court or Governmental Authority involving the Company or any of the Material Subsidiaries with respect to the Money Laundering
Laws is pending or, to the knowledge of the Company, threatened.
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(fff)
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Sanctions. (i) The Company represents that, neither
the Company nor any of the Material Subsidiaries (collectively, the “Entity”) nor, to the Company’s knowledge,
any director, officer, employee, agent, affiliate or representative of the Company, is a government, individual, or entity (in this paragraph
(nnn), “Member”) that is, or is owned or controlled by a Member that is:
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(A)
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the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office
of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, the Office of the Superintendent
of Financial Institutions (Canada), or pursuant to the Special Economic Measures Act (Canada) or other relevant sanctions authority
or Applicable Law (collectively, “Sanctions”), nor
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(B)
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located, organized or resident in a country or territory that is the subject of Sanctions (including,
without limitation, Burma/Myanmar, Cuba, Iran, Libya, North Korea, Russia, Sudan, Syria, Ukraine and Zimbabwe).
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(ii)
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The Company represents and covenants that it will not, directly or indirectly, use the proceeds of the
offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Member:
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(A)
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to fund or facilitate any activities or business of or with any Member or in any country or territory
that, at the time of such funding or facilitation, is the subject of Sanctions; or
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(B)
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in any other manner that will result in a violation of Sanctions by any Member (including any Member participating
in the offering, whether as underwriter, advisor, investor or otherwise).
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(iii)
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The Company represents and covenants that, except as detailed in the Registration Statement or included
or incorporated by reference in the Time of Sale Prospectus and the Prospectuses, for the past 5 years, it has not knowingly engaged in,
is not now knowingly engaged in, and will not engage in, any dealings or transactions with any Member, or in any country or territory,
that at the time of the dealing or transaction is or was the subject of Sanctions.
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(ggg)
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Certification of Disclosure. There has been no failure
on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply in all material
respects with any applicable provisions of the Sarbanes-Oxley Act, National Instrument 52-109 - Certification of Disclosure in Issuers’
Annual and Interim Filings (“NI 52-109”) and the rules and regulations promulgated thereunder. Each of the
principal executive officer and the principal financial officer of the Company (or each former principal executive officer of the Company
and each former principal financial officer of the Company as applicable) and each certifying officer of the Company (or each former certifying
officer of the Company and each former certifying officer of the Company as applicable) has made all certifications required by Sections
302 and 906 of the Sarbanes-Oxley Act with respect to all reports, schedules, forms, statements and other documents required to be filed
by it or furnished by it to the SEC and as required to be made and filed by NI 52-109. For purposes of the preceding sentence, “principal
executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sarbanes-Oxley
Act and “certifying officer” shall have the meanings given to such term in NI 52-109.
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(hhh)
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Filings. Since January 1, 2019, the Company has
filed all documents or information required to be filed by it under Canadian Securities Laws, U.S. Securities Laws, and the rules, regulations
and policies of the Exchanges, except where the failure to file such documents or information will not have a Material Adverse Effect,
either individually or in the aggregate; all material change reports, annual information forms, financial statements, management proxy
circulars and other documents filed by or on behalf of the Company with the Exchanges, the SEC and the Canadian Commissions, as of its
date, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they were made, not misleading and did not contain a misrepresentation
at the time at which it was filed; the Company has not filed any confidential material change report or any document requesting confidential
treatment with any Governmental Authority that at the date hereof remains confidential.
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(iii)
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Exchange Registration. The Common Shares are registered
pursuant to Section 12(b) of the Exchange Act and are accepted for trading on the NYSE American under the symbol “VGZ”
and the TSX under the symbol “VGZ,” and the Company has taken no action designed to terminate the registration of the Common
Shares under the Exchange Act or delisting the Common Shares from either of the Exchanges, nor, except as disclosed in the Registration
Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses, has the Company received any notification
that the SEC, the Canadian Commissions or either of the Exchanges is contemplating terminating such registration or listing. Except as
disclosed in the Registration Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses,
the Company has complied in all material respects with the applicable requirements of the Exchanges for maintenance of inclusion of the
Common Shares thereon. The Company has applied for all necessary consents, approvals, authorizations or orders of, or filing, notification
or registration with, the Exchanges, the SEC and the Canadian Commissions, where applicable, required for the listing and trading of the
Unit Shares, the Warrant Shares, the Additional Unit Shares, the Additional Warrant Shares and the Underwriter Warrant Shares. Upon receipt
by the Company of conditional listing approval of the TSX, the Company will have the necessary exchange approval, subject only to satisfying
their standard listing and maintenance requirements. The Company has no reason to believe that it will not in the foreseeable future continue
to be in compliance with all such listing and maintenance requirements of each Exchange.
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(jjj)
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Cybersecurity. (i)(x) There has been no security breach
or other compromise of or relating to any of the Company’s or any Material Subsidiary’s information technology and computer
systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third
party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) and (y) the
Company and the Material Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably
be expected to result in, any security breach or other compromise to its IT Systems and Data; (ii) the Company and the Material Subsidiaries
are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or
arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security
of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification,
except as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Material Subsidiaries
have implemented and maintained commercially reasonable safeguards to maintain and protect its material confidential information and the
integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have
implemented backup and disaster recovery technology consistent with industry standards and practices.
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In this Agreement, a reference
to “knowledge” of the Company means the knowledge of the directors or officers of the Company or any officer who may be responsible
for the subject matter at issue, in each case, after reasonable inquiry.
Any certificate signed
by any officer on behalf of the Company or any of the Material Subsidiaries and delivered to the Representative or the Underwriters
or counsel for the Underwriters in connection with the offering of the Units shall be deemed to be a representation and warranty by
the Company or Material Subsidiaries, as the case may be, as to matters covered thereby, to each Underwriter.
The Company acknowledges that
the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 6 hereof, counsel to the Company and counsel
to the Underwriters will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.
Section 4 Certain
Covenants of the Company.
The Company further covenants
and agrees with each Underwriter as follows:
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(a)
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Delivery of Registration Statement, Time of Sale Prospectus and Prospectuses.
To the extent not available on EDGAR as it relates to the Registration Statement, the Time of Sale Prospectus, the U.S. Prospectus and
any supplements and amendments thereto, the Company shall furnish and deliver to the Underwriters, in such cities as the Underwriters
may reasonably and lawfully request without charge, as soon as practicable after the filing thereof, and during the period mentioned in
Section 4(e) or Section 4(f) below, as many commercial copies, or originally signed versions, of the Time of
Sale Prospectus, the Canadian Prospectus, the U.S. Prospectus and any supplements and amendments thereto or to the Registration Statement
as the Representative on behalf of the Underwriters may reasonably request for the purposes contemplated by the Securities Act and the
Canadian Securities Laws. As used herein, the term “Prospectus Delivery Period” means such period of time after the
first date of the public offering of the Units and ending on the completion of the distribution of the offering of the Units, during which
time a preliminary prospectus, preliminary prospectus supplement or a prospectus relating to the Units is required by applicable Canadian
Securities Laws or U.S. Securities Laws to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in
connection with sales of the Units by any Underwriter or dealer.
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(b)
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Representative’s Review of Proposed Amendments and Supplements. Prior to amending
or supplementing the Registration Statement, the Time of Sale Prospectus, the Canadian Prospectus or the U.S. Prospectus (including any
amendment or supplement through incorporation by reference of any document), the Company shall furnish to the Representative for review,
a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each such proposed amendment or supplement,
and the Company shall not file or use any such proposed amendment or supplement without the Representative’s consent which shall
not be unreasonably delayed, conditioned or withheld.
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(c)
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Free Writing Prospectuses. The Company shall furnish to the Representative for review,
a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each proposed free writing prospectus or any
amendment or supplement thereto to be prepared by or on behalf of, used by, or referred to by the Company and the Company shall not file,
use or refer to any proposed free writing prospectus or any amendment or supplement thereto without the Representative’s consent
which shall not be unreasonably delayed, conditioned or withheld. The Company shall furnish to each Underwriter, without charge, as many
copies of any free writing prospectus prepared by or on behalf of, or used by, the Company as such Underwriter may reasonably request.
If during the Prospectus Delivery Period there occurred or occurs an event or development as a result of which any free writing prospectus
prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflict with the information contained in the
Registration Statement or included or would include an untrue statement of a material fact or, omitted or would omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading,
the Company shall promptly amend or supplement such free writing prospectus to eliminate or correct such conflict or so that the statements
in such free writing prospectus as so amended or supplemented will not include an untrue statement of a material fact or, omit to state
a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at such subsequent time,
not misleading, as the case may be; provided, however, that prior to amending or supplementing any such free writing prospectus,
the Company shall furnish to the Representative for review, a reasonable amount of time prior to the proposed time of filing or use
thereof, a copy of such proposed amended or supplemented free writing prospectus and the Company shall not file, use or refer to any such
amended or supplemented free writing prospectus without the Representative’s consent which shall not be unreasonably delayed conditioned
or withheld.
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(d)
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Filing of Underwriter Free Writing Prospectuses. The Company shall not take any action that
would result in an Underwriter or the Company being required to file with the SEC pursuant to Rule 433(d) under the Securities
Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required
to file thereunder.
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(e)
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Amendments and Supplements to Time of Sale Prospectus. If any time prior to the Closing
Date any event shall occur or condition shall exist as a result of which the Time of Sale Prospectus, as amended or supplemented, would
include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in
the light of the circumstances when delivered to a prospective purchaser, not misleading, or if, in the reasonable opinion of counsel
for the Company or counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with Applicable
Law, including the Securities Act, the Company shall (subject to Section 4(b) and Section 4(c)) forthwith prepare, file
with the SEC and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to
the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not include an untrue
statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
when delivered to a prospective purchaser, not misleading, or so that the Time of Sale Prospectus, as amended or supplemented, will comply
with Applicable Law including the Securities Act and the Canadian Securities Laws.
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(f)
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Securities
Act Compliance. The Company will prepare the Canadian Preliminary Prospectus
Supplement, the U.S. Preliminary Prospectus Supplement, the Canadian Prospectus Supplement
and the U.S. Prospectus Supplement, each in a form approved by the Representative (acting
reasonably), and (i) will file the U.S. Preliminary Prospectus Supplement and the Canadian
Preliminary Prospectus Supplement on the date hereof concurrent with the execution of this
Agreement and (ii) will file the U.S. Prospectus Supplement with the SEC as required by Rule
424(b) and the Canadian Prospectus Supplement with the Principal Regulator in accordance
with the Shelf Procedures as soon as practicably possible, and in any event, not later than
5:00 p.m. (New York City time) on July 9, 2021. After the date of this Agreement, the Company
shall promptly advise the Representative in writing (i) of the receipt of any comments of,
or requests for additional or supplemental information or other communication from, any Canadian
Commission or the SEC with respect to the Canadian Prospectus or the Registration Statement,
(ii) of any request by any Canadian Commission to amend or supplement the Canadian Preliminary
Prospectus or Canadian Prospectus or for additional information or of any request by the
SEC to amend the Registration Statement or to amend or supplement the U.S. Preliminary Prospectus
or U.S. Prospectus or for additional information, (iii) of the time and date of any filing
of any post-effective amendment to the Registration Statement or any amendment or supplement
to the Time of Sale Prospectus, any free writing prospectus or the Prospectuses, (iv) of
the time and date that any post-effective amendment to the Registration Statement becomes
effective, (v) of the issuance by the SEC or any Canadian Commission, as applicable, of any
stop order suspending the effectiveness of the Registration Statement, the U.S. Preliminary
Prospectus, the U.S. Prospectus, the Canadian Preliminary Prospectus or the Canadian Prospectus
or any post-effective amendment thereto or any order directed at any document incorporated
by reference in the Registration Statement, the U.S. Preliminary Prospectus, the U.S. Prospectus,
the Canadian Preliminary Prospectus or the Canadian Prospectus or any amendment or supplement
thereto or any order preventing or suspending the use of the Time of Sale Prospectus, any
free writing prospectus, any marketing materials, the U.S. Preliminary Prospectus, the U.S.
Prospectus, the Canadian Preliminary Prospectus or the Canadian Prospectus or any amendment
or supplement thereto or any post-effective amendment to the Registration Statement, or the
suspension of the qualification of the Units for sale in any jurisdiction, or of any proceedings
to remove, suspend or terminate from listing or quotation the Common Shares from the Exchanges,
or of the threatening or initiation of any proceedings for any of such purposes, and (vi)
of the issuance by any Governmental Authority of any order having the effect of ceasing or
suspending the distribution of the Units, or of the institution or, to the knowledge of the
Company, threatening of any proceedings for any such purpose. If the SEC or any Canadian
Commission shall enter any such stop order at any time, the Company will use best efforts
to obtain the lifting of such order at the earliest possible moment.
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(g)
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Amendments and Supplements to the Prospectuses and Other Securities
Act Matters. The Company will comply with the U.S. Securities Laws and the Canadian Securities Laws so as to permit the completion of
the distribution of the Units during the Prospectus Delivery Period as contemplated in this Agreement, the Time of Sale Prospectus and
the Prospectuses. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Preliminary
Prospectuses and the Prospectuses so that the Preliminary Prospectuses and the Prospectuses do not include a misrepresentation or an untrue
statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
when the U.S. Preliminary Prospectus, the U.S. Prospectus, the Canadian Preliminary Prospectus or the Canadian Prospectus is delivered
to a purchaser, not misleading, or if during the Prospectus Delivery Period in the reasonable opinion of the Company, Representative or
counsel for the Company or Underwriters it is otherwise necessary to amend or supplement the Preliminary Prospectuses and the Prospectuses
to comply with U.S. Securities Laws or Canadian Securities Laws, the Company agrees (subject to Section 4(b) and Section 4(c))
to promptly prepare, file with the SEC and the Canadian Commissions and furnish at its own expense to the Underwriters and to dealers,
amendments or supplements to the Preliminary Prospectuses or the Prospectuses so that the statements in the Preliminary Prospectuses or
the Prospectuses as so amended or supplemented will not include a misrepresentation or an untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the U.S. Preliminary
Prospectus, the U.S. Prospectus, the Canadian Preliminary Prospectus or the Canadian Prospectus is delivered to a purchaser, not be misleading
or so that the Preliminary Prospectuses and the Prospectuses, as amended or supplemented, will comply with the U.S. Securities Laws and
the Canadian Securities Laws, as applicable. Neither the Representative’s consent to, nor delivery of, any such amendment or supplement
shall constitute a waiver of any of the Company’s obligations under Section 4(b) or Section 4(c).
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(h)
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Lock-Up Agreements. The Company shall use its commercially reasonable efforts to cause each
of the Company’s directors and senior officers and each of the other persons listed on Exhibit A to execute and deliver
to the Representative a lock-up agreement in the form of Exhibit B hereto on the date hereof.
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(i)
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Stock Exchange Listing. The Company shall use its commercially reasonable best efforts to
ensure that the Unit Shares, Warrant Shares, Additional Unit Shares, Additional Warrant Shares and Underwriter Warrant Shares are conditionally
approved for listing and for trading on the TSX and approved for listing on NYSE American subject in the case of the TSX to satisfaction
by the Company of the conditions imposed by the TSX.
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(j)
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Blue
Sky Compliance. The Company shall cooperate with the Representative and counsel for
the Underwriters to qualify or register the Units for sale under (or obtain exemptions from
the application of) U.S. Securities Laws, Canadian Securities Laws, or other foreign laws
of jurisdictions designated by the Representative, shall comply with such laws and shall
continue such qualifications, registrations and exemptions in effect so long as required
for the distribution of the Units. The Company shall not be required to qualify as a foreign
corporation or to take any action that would subject it to general service of process in
any jurisdiction in which it is not presently qualified or where it would be subject to taxation
as a foreign corporation (except service of process with respect to the offering and sale
of the Units). The Company will advise the Representative promptly of the suspension of the
qualification or registration of (or any exemption relating to) the Units for offering, sale
or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of
any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof
at the earliest possible moment.
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(k)
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Use of Proceeds. The Company shall apply the net proceeds from the sale of the Units and
the Additional Units sold by it in the manner described under the caption “Use of Proceeds” in the Time of Sale Prospectus.
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(l)
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Transfer Agent. The Company shall maintain, at its expense, a registrar and transfer agent
for the Unit Shares and the Additional Unit Shares.
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(m)
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Earnings Statement. As soon as practicable, but in any event no later than 18 months after
the date of this Agreement, the Company will make generally available to its security holders and to the Representative an earnings
statement (which need not be audited) covering a period of at least 12 months beginning with the first fiscal quarter of the Company commencing
after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and
regulations of the SEC thereunder.
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(n)
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Periodic Reporting Obligations. During the period when the U.S. Prospectus is required to
be delivered under the Securities Act, the Company shall file, on a timely basis, with the SEC and NYSE American all reports and documents
required to be filed under the Exchange Act.
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(o)
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Agreement Not to Issue, Offer or Sell Additional Shares. During the period commencing on
and including the date hereof and ending on and including the 90th day following the Closing Date (the “Lock-up Period”),
the Company will not, without the prior written consent of the Representative, (i) issue, offer, sell (including, without limitation,
any short sale), contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose
of or transfer, 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 Exchange Act and the rules and regulations
of the SEC promulgated thereunder, with respect to, any Common Shares, or any securities convertible into or exchangeable or exercisable
for, or warrants or other rights to purchase Common Shares, (ii) other than a registration Form on S-8 subject to the restrictions
set forth below, file or cause to become effective a registration statement under the Securities Act, or to file a prospectus under the
Canadian Securities Laws, relating to the offer and sale of any Common Shares or securities convertible into or exercisable or exchangeable
for Common Shares or other rights to purchase Common Shares or any other securities of the Company that are substantially similar to Common
Shares, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing,
(iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of
ownership of Common Shares or any other securities of the Company that are substantially similar to Common Shares, or any securities convertible
into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, whether any such transaction is to
be settled by delivery of Common Shares or such other securities, in cash or otherwise or (iv) publicly announce an intention to
effect any transaction specified in clause (i), (ii) or (iii), except, in each case, for (A) the registration of the offer and
sale of the Units under the Securities Act, the filing of each Applicable Prospectus under the Canadian Securities Laws relating to the
sale of the Units and the sales of the Units to the Underwriters pursuant to this Agreement, (B) issuances of Common Shares upon
the exercise of options, the settlement of restricted share units or the exercise or settlement of other awards issued under the Company’s
equity compensation plans, (C) the issuance of awards and Common Shares in the ordinary course pursuant to the Company’s
equity compensation plans, (D) the issuance of Common Shares pursuant to the exercise of warrants outstanding as of the date hereof
and pursuant to the Warrants, the Additional Warrants and the Underwriter Warrants, or (E) the issuance of options or securities
of the Company in connection with bona fide arm’s length acquisitions, mergers, consolidations or amalgamations with any
company or companies (other than a direct or indirect acquisition, merger, consolidation or amalgamation, whether by way of one or more
transactions, of an entity all or substantially all of the assets of which are cash, marketable securities or financial in nature or an
acquisition that is structured primarily to defeat the intent of this provision), provided that such options and securities are issued
as “restricted securities” (as defined in Rule 144 under the Securities Act) and carry no registration rights that require
or permit the filing of any registration statement in connection therewith within ninety (90) days following the Closing Date.
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(p)
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Variable Rate Transactions. From the date hereof until twelve (12) months following the
Closing Date, the Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any
of its Subsidiaries of Common Shares or any securities convertible into or exchangeable or exercisable for Common Shares (or a combination
of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the
Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include
the right to receive, additional Common Shares either (A) at a conversion price, exercise price or exchange rate or other price that
is based upon, and/or varies with, the trading prices of or quotations for the Common Shares at any time after the initial issuance of
such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future
date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly
related to the business of the Company or the market for the Common Shares or (ii) enters into, or effects a transaction under, any
agreement, including, but not limited to, an equity line of credit, whereby the Company may issue securities at a future determined price;
provided, however, that, after ninety (90) days following the Closing Date, the issuance of Common Shares pursuant to the
Company’s “at the market” offering with Wainwright as sales agent shall not be deemed a Variable Rate Transaction. Any
Underwriter shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in
addition to any right to collect damages.
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(q)
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Investment Limitation. The Company shall not invest or otherwise
use the proceeds received by the Company from its sale of the Units and Additional Units in such a manner as would require the Company
or any of its Material Subsidiaries to register as an investment company under the Investment Company Act of 1940, as amended.
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(r)
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No Stabilization or Manipulation;
Compliance with Regulation M. The Company will not take, directly or indirectly,
any action designed to or that might be reasonably expected to cause or result in stabilization
or manipulation of the price of the Common Shares or any other reference security, whether
to facilitate the sale or resale of the Units or otherwise, and the Company will, and shall
cause each of its affiliates to, comply with all applicable provisions of Regulation M. If
the limitations of Rule 102 of Regulation M (“Rule 102”) do not apply with respect
to the Units or any other reference security pursuant to any exception set forth in Section
(d) of Rule 102, then promptly upon notice from the Representative (or, if later, at the
time stated in the notice), the Company will, and shall cause each of its affiliates to,
comply with Rule 102 as though such exception were not available but the other provisions
of Rule 102 (as interpreted by the SEC) did apply.
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(s)
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Press Releases/Announcements. By
11:00 p.m. (New York City time) on the date of this Agreement, the Company shall issue a
press release disclosing the material terms of this offering. Prior to the Closing Date,
the Company shall not, without the Representative’s prior written consent, which shall
not be unreasonably delayed, conditioned or withheld, issue any press releases or other communications
directly or indirectly and shall not hold any press conferences with respect to the Company
or any Material Subsidiaries, the financial condition, results of operations, business, properties,
assets, or liabilities of the Company or any Material Subsidiaries, or with respect to the
offering of the Units. Notwithstanding the foregoing, nothing contained in this subsection
shall prevent the Company from issuing a press release forthwith in the event that the Company’s
counsel advises that it is necessary in order to comply with Applicable Law or the rules
or requirements of the Exchanges.
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The Representative, on behalf
of the Underwriters, may, in their sole discretion, waive in writing the performance by the Company of any one or more of the foregoing
covenants or extend the time for their performance.
Section 5 Payment
of Expenses.
Whether or not the purchase
and sale of the Units pursuant to this Agreement is completed, the Company will pay all costs, expenses, fees and taxes incurred in connection
with the purchase, sale and delivery of the Units and the performance of its obligations hereunder and in connection with the transactions
contemplated hereby, including without limitation, the following:
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(a)
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the preparation and filing of the Registration Statement (including the Financial Statements, exhibits,
schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectuses, each free writing prospectus prepared
by or on behalf of, used by, or referred to by the Company and any amendments or supplements thereto, including the printing and furnishing
of copies of each thereof to the Underwriters and to dealers (including costs of mailing and shipment);
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(b)
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the registration, issue, sale and delivery of the Units, including any stock or transfer taxes and stamp
or similar duties payable upon the sale, issuance or delivery of the Units to the Underwriters;
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(c)
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the producing, word processing and/or printing of this Agreement, any agreement among Underwriters, any
dealer agreements, any powers of attorney and any closing documents (including compilations thereof) and the reproduction and/or printing
and furnishing of copies of each thereof to the Underwriters and to dealers (including costs of mailing and shipment);
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(d)
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all filing fees, attorneys’ fees and expenses incurred by the Company in connection with qualifying
or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Units for offer and sale under
the U.S. Securities Laws or Canadian Securities Laws, and, if reasonably requested by the Representative, preparing, printing and furnishing
copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, or other memorandum and any supplements
thereto, advising the Underwriters of such qualifications, registrations and exemptions;
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(e)
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all fees and expenses of the Company’s counsel, independent public or certified public accountants
and other advisors of the Company;
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(f)
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the reasonable legal fees and filing fees and other disbursements of Canadian and U.S. counsel for the
Underwriters;
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(g)
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the fees and expenses associated with the listing of the Unit Shares, Warrant Shares, Additional Unit
Shares and Additional Warrant Shares;
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(h)
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$15,950 with respect to the fees and expenses of the Representative’s clearing firm;
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(i)
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any filing for review of the public offering of the Units by FINRA;
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(j)
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the fees and disbursements of any transfer agent or registrar for the Units;
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(k)
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the reasonable costs and expenses of the Underwriters relating to presentations or meetings undertaken
in connection with the marketing of the offering and sale of the Units to prospective investors and the Underwriters’ sales forces
(including reasonable travel and related expenses);
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(l)
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the costs and expenses of qualifying the Unit Shares, the Warrant Shares, the Additional Unit Shares and
the Additional Warrant Shares for inclusion in the book-entry settlement systems of DTC and CDS; and
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(m)
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the performance of the Company’s other obligations hereunder,
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including Canadian federal goods and services tax and provincial sales
tax eligible in respect of any of the foregoing. All such expenses incurred by or on behalf of the Underwriters shall be payable by the
Company within 30 days of the receipt of an invoice in respect thereof. Notwithstanding the foregoing, the fees and expenses payable by
the Company to the Underwriters pursuant to subparagraph (f) and (k) above shall not exceed $100,000. Except as provided in this Section
5, the Underwriters shall pay their respective own expenses, including the fees and disbursements of its counsel and any advertising expenses
in connection with any offers of Units that they respectively may make following the Closing Date.
Section 6 Conditions
to the Obligations of the Underwriters.
The obligations of the Underwriters
to purchase and pay for the Firm Units as provided herein on the Closing Date, and if applicable, the Additional Units, Additional Unit
Shares and/or Additional Warrants on the Option Closing Date, if any, shall be subject to the accuracy of the representations and warranties
on the part of the Company set forth in Section 3 as of the date hereof and as of the Closing Date and any Option Closing Date, to
the timely performance by the Company of its covenants and other obligations of the Company hereunder, and to each of the following additional
conditions precedent:
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(a)
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Opinion and 10b-5 Statement of United States Counsel for the Company. On the Closing Date,
the Underwriters shall have received an opinion and Rule 10b-5 negative assurance statement of Dorsey & Whitney LLP, and
with regard to any United States subsidiary opinions from such counsel as the Company may designate, addressed to the Underwriters, and
dated the Closing Date, in the form and substance as may be reasonably satisfactory to counsel for the Underwriters, and as to each Option
Closing Date, a bringdown opinion and Rule 10b-5 negative assurance statement of Dorsey & Whitney LLP addressed to the Underwriters,
in the form and substance as may be reasonably satisfactory to counsel for the Underwriters.
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(b)
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Canadian Securities Law Opinion. On the Closing Date, the Underwriters receiving a favourable legal opinion of Borden Ladner Gervais LLP, Canadian counsel to
the Company, addressed to the Underwriters and counsel to the Underwriters, dated as of the Closing Date, as to the qualification of
the Units for sale to the public and as to other matters governed by the laws of the Qualifying Jurisdictions in which Units are sold
pursuant to the offering, provided that Borden Ladner Gervais LLP shall be entitled to rely exclusively upon the opinions of local counsel
as to matters governed by the laws of any Qualifying Jurisdictions in which Units are sold pursuant to the offering and Borden Ladner
Gervais LLP is not qualified to practice, in each case in a form acceptable in all reasonable respects to counsel to the Underwriters,
and as to each Option Closing Date, a bringdown legal opinion of Borden Ladner Gervais LLP, Canadian counsel to the Company, addressed
to the Underwriters and counsel to the Underwriters in a form acceptable in all reasonable respects to counsel to the Underwriters.
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(c)
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Title Opinion. On the Closing Date, the Underwriters receiving a favourable legal opinion
(in customary form and dated within three business days of the Closing Date and any Option Closing Date) from Australian counsel to the
Company as to title matters in respect of the Material Property, in a form acceptable in all reasonable respects to counsel to the Underwriters
and as to each Option Closing Date a bringdown legal opinion from Australian counsel to the Company in a form acceptable in all reasonable
respects to counsel to the Underwriters.
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(d)
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Accountants’ Comfort Letters. On the date hereof, the Representative shall have
received from Plante Moran PLLC, independent public or certified public accountants for the Company, (i) letters dated the date hereof,
and addressed to the Underwriters and the board of directors of the Company, in form and substance reasonably satisfactory to the counsel
for the Underwriters, containing statements and information of the type ordinarily included in accountant’s “comfort letters”
to underwriters which letters shall cover with respect to the Financial Statements, including without limitation, certain financial and
accounting disclosures contained or incorporated by reference in the Registration Statement, the Preliminary Prospectuses, the Prospectuses
and the Prospectus Supplements, and (ii) confirming that they are independent public, certified public or chartered accountants as
required by the Securities Act and the Canadian Securities Laws.
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(e)
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Bring-down Comfort Letters. On the Closing Date, the Representative shall have received
from Plante Moran PLLC, independent public or certified public accountants for the Company, a letter dated such date, and addressed to
the Underwriters and the board of directors of the Company, in form and substance reasonably satisfactory to the counsel for the Underwriters,
to the effect that they reaffirm the statements made in the letters furnished by them pursuant to Section 6(d), except that the specified
date referred to therein for the carrying out of procedures shall be no more than two (2) business days prior to the Closing Date,
and as to each Option Closing Date, a bringdown letter from Plante Moran PLLC, dated such date, addressed to the Underwriters and the
board of directors of the Company, in form and substance reasonably satisfactory to the counsel for the Underwriters.
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(f)
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Company Compliance with Prospectus and Registration Requirements; No Stop Order. For the
period from and after effectiveness of this Agreement and prior to the Closing Date or prior to each Option Closing Date:
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(i)
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the U.S. Preliminary Prospectus and the U.S. Prospectus shall have been filed with the SEC in the manner
and within the time period required by the Securities Act, and the Canadian Preliminary Prospectus and the Canadian Prospectus shall have
been filed with the Canadian Commissions in each of the Qualifying Jurisdictions and in accordance with the Canadian Securities Laws,
and a receipt obtained therefor;
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(ii)
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no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment
to the Registration Statement, shall be in effect and no proceedings for such purpose shall have been instituted or threatened by the
SEC;
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(iii)
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no order preventing or suspending the use of the Canadian Prospectus shall have been issued and no proceeding
for that purpose shall have been initiated or threatened by any Canadian Commission or other securities regulatory authority in Canada;
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(iv)
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no order, ruling, determination having the effect of suspending the issuance, sale, exercise or conversion
or ceasing the trading of the Common Shares or securities convertible into Common Shares, or any other securities of the Company shall
have been issued by any Governmental Authority in Canada or the United States and no proceedings for that purpose shall have been instituted
or shall be pending or, to the knowledge of the Company, shall be contemplated or threatened by any such court, securities regulatory
authority or stock exchange;
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(v)
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the Canadian Prospectus Supplement shall have been filed with the Canadian Commissions in each of the
Qualifying Jurisdictions in accordance with the Shelf Procedures and a U.S. Prospectus Supplement shall have been filed with the SEC;
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(vi)
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the Registration Statement and all amendments thereto shall 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 not misleading; and (a) neither
the Prospectuses nor any amendment or supplement thereto, shall include a misrepresentation or an untrue statement of a material fact
or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they
are made, not misleading, (b) no Time of Sale Prospectus, and no amendment or supplement thereto, shall include an untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they are made, not misleading and (c) none of the free writing prospectuses, if any, shall include an untrue statement
of a material fact or, omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they are made, not misleading; and
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(vii)
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all requests for additional information on the part of the SEC or any Canadian Commission shall have been
complied with, as reasonably determined by the Representative.
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(g)
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No Material Adverse Effect. For the period from the date of this Agreement and to and including
the Closing Date, or to and including each Option Closing Date, in the judgment of the Representative, there shall not have occurred
any Material Adverse Effect.
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(h)
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Officers’ Certificate. On the Closing Date and on each Option Closing Date, the Underwriters
shall have received a written certificate, addressed to the Underwriters, executed by the President and Chief Executive Officer of the
Company and the Chief Financial Officer of the Company, in each case, in such capacity and not in their personal capacity, dated as of
the Closing Date and each Option Closing Date, to the effect that the conditions set forth in Section 6(f) have been met, and
further to the effect that:
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(i)
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the representations, warranties and covenants of the Company set forth in Section 3 of this Agreement
are true and correct in all material respects with the same force and effect as though expressly made on and as of such Closing Date or
Option Closing Date, as applicable, except that any representations and warranties qualified by materiality or “Material Adverse
Effect” shall be true and correct in all respects;
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(ii)
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as at the Closing Date or Option Closing Date, as applicable, no order, ruling or determination having
the effect of ceasing or suspending trading in the Common Shares or any securities convertible into Common Shares has been issued and
no proceedings for such purpose are pending or, to the best of the knowledge, information and belief of the person signing such certificate,
are contemplated or threatened; and
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(iii)
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the Company has complied with all the agreements hereunder and satisfied all the conditions on its part
to be performed or satisfied hereunder at or prior to such Closing Date or Option Closing Date, as applicable.
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(i)
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Certificates of the Company. The Underwriters having received certificates dated the Closing
Date and each Option Closing Date, addressed to the Underwriters, signed by the President and Chief Executive Officer of the Company,
the Chief Financial Officer of the Company, or the Corporate Secretary of the Company, in such capacity and not personally, in form and
content satisfactory to the Underwriters, acting reasonably, with respect to:
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(i)
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the constating documents and articles of the Company;
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(ii)
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the resolutions of the directors of the Company relevant to the distribution of the Units in each of the
Qualifying Jurisdictions and in the United States, allotment, issue (or reservation for issue) and sale of the Units, the authorization
of this Agreement, and the other agreements and transactions contemplated by this Agreement; and
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(iii)
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the incumbency and signatures of signing officers of the Company.
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(j)
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Good Standing. The Representative shall have received on and as of the day prior to the
Closing Date or as of the day prior to each Option Closing Date, satisfactory evidence of the good standing of the Company and its Material
Subsidiaries in their respective jurisdictions of organization, in each case in writing or any standard form of telecommunication from
the appropriate Governmental Authorities of such jurisdictions.
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(k)
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Listing. The Unit Shares, Warrant Shares, Additional Unit Shares, Additional Warrant
Shares and Underwriter Warrant Shares shall have been conditionally approved for listing on the TSX and approved for listing on the NYSE
American, subject, in the case of the TSX, to the fulfillment of the usual post-closing requirements and, in the case of the NYSE American,
only to notice of issuance at or prior to the Closing Date or prior to each Option Closing Date.
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(l)
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Warrants.
The Underwriters shall have received, in form and substance satisfactory to the Representative
and the counsel to the Underwriters, PDF copies of the Warrants in certificated form registered
in the name or names and in such authorized denominations as the applicable Underwriter may
request in writing at least one business day prior to the Closing Date, and as to each Option
Closing Date, the Additional Warrants, in form and substance satisfactory to the Representative
and the counsel to the Underwriters, in certificated form registered in the name or names
and in such authorized denominations as the applicable Underwriter may request in writing
at least one business day prior to such Option Closing Date, which originally executed Warrants
shall be delivered by overnight courier as directed by each Underwriter within 3 business
days of the Closing Date and each Option Closing Date;
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(m)
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Underwriter Warrants. The
Underwriters shall have received, in form and substance satisfactory to the Representative
and their counsel, PDF copies of the Underwriter Warrants in certificated form registered
in the name of the applicable Underwriter (or its designees) and in such authorized denominations
as the applicable Underwriter may request in writing at least one business day prior to the
Closing Date, and as to each Option Closing Date, the Underwriter Warrants in certificated
form in certificated form registered in the name of such Underwriter (or its designees) as
the applicable Underwriter may request in writing at least one business day prior to such
Option Closing Date, which originally executed Underwriter Warrants shall be delivered by
overnight courier as directed by each Underwriter within 3 business days of the Closing Date
and each Option Closing Date.
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(n)
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Lock-Up Agreements from Directors and Officers of the Company. On the date hereof, the Company
shall have furnished to the Representative an agreement in the form of Exhibit “B” hereto from each of the persons
listed on Exhibit “A” hereto, and such agreement shall be in full force and effect on the Closing Date.
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(o)
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Certificate of Transfer Agent. The Company having delivered to the Underwriters on the Closing
Date and on each Option Closing Date, as the case may be, a certificate of Computershare Investor Services Inc. as registrar and transfer
agent of the Common Shares, which certifies the number of Common Shares issued and outstanding on the date prior to the Closing Date and
prior to any Option Closing Date.
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(p)
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No Termination. The Underwriters shall not have previously terminated their obligations
pursuant to Section 8 of this Agreement.
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(q)
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Additional Documents. On or before the Closing Date or each Option Closing Date, the Representative and counsel for the Underwriters shall have received such information and other customary closing documents as they may reasonably
request for the purposes of enabling them to pass upon the issuance and sale of the Units as contemplated herein, or in order to evidence
the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained;
and all proceedings taken by the Company in connection with the issuance and sale of the Units as contemplated herein and in connection
with the other transactions contemplated by this Agreement shall be reasonably satisfactory in form and substance to the Representative
and counsel for the Underwriters.
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If any condition specified
in this Section 6 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representative by notice to the Company at any time on or prior to the Closing Date or each Option Closing Date, which termination shall be without liability
on the part of any party to any other party, except that Section 5, Section 6 and Section 10 shall at all times be effective
and shall survive such termination.
Section 7 Representations,
Warranties and Covenants of the Underwriters.
(1) Each
Underwriter hereby severally, and not jointly, nor jointly and severally, represent and warrant to the Company, the following:
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(a)
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Registration. The Underwriter is, and will remain so, until the completion of the Offering,
appropriately registered under applicable Securities Laws so as to permit it to lawfully fulfill its obligations hereunder.
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(b)
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Authority. The Underwriter has good and sufficient right and authority to enter into this
Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein in all material
respects and this Agreement has been duly authorized, executed and delivered by such Underwriter and is a legal, valid and binding agreement
of such Underwriter enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights generally and by general equitable principles.
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(2) Each
Underwriter, severally and not jointly, covenants with the Company, after the Closing Date, that such Underwriter will (a) use its
reasonable best efforts to complete the distribution of the Units as promptly as possible and in any event on or before August 18,
2021 and (b) give prompt written notice to the Company or its counsel when, in the opinion of such Underwriter, it has completed
distribution of the Units, and, as soon as practicable, but in any event not later than 28 days after the completion of the distribution,
will provide the Company or its counsel in writing, with a breakdown of the number of Units distributed in each of the Qualifying Jurisdictions
and in the United States where that breakdown is required by a Canadian Commission or the SEC, as the case may be, for the purpose of
calculating fees payable to, or making filings with, that Canadian Commission or the SEC, as the case may be.
(3) Each
Underwriter, severally and not jointly, covenants with the Company, that it will comply with applicable Securities Laws in connection
with the offer and sale and distribution of the Units and will use its commercially reasonable efforts to ensure that all members of any
selling dealer group will likewise comply with Canadian Securities Laws and U.S. Securities Laws.
(4) No
Underwriter shall be liable to the Company under this Section 7 with respect to a default by any of the other Underwriters.
(5) Each
Underwriter, severally and not jointly, covenants with the Company not to take any action that would result in the Company being required
to file with the SEC pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf such
Underwriter that otherwise would not be required to be filed by the Company thereunder but for the action of the Underwriter.
Section 8 Termination
of this Agreement.
(1) In
addition to any other remedies which may be available to the Underwriters, each Underwriter shall be entitled, at such Underwriter’s
sole option, to terminate and cancel, without any liability on such Underwriter’s part, its obligations under this Agreement if,
at any time prior to the Closing Date and each Option Closing Date:
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(a)
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Litigation. Any inquiry, action, suit, investigation or other proceeding, whether formal
or informal, is commenced, announced or threatened or any order is made by any Governmental Authority in Canada, the United States or
elsewhere, including, without limitation, the TSX or the NYSE American, in relation to the Company or the Material Subsidiaries or the
Company’s directors and officers in their capacity as such with the Company which, in the sole opinion of the Representative,
acting reasonably, operates to prevent or restrict materially the distribution or trading of the Units or any other securities of the
Company in any of the Qualifying Jurisdictions or the United States.
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(b)
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Financial-Out. Any change in the U.S., Canadian or international financial, political or
economic conditions or the effect of which is such as to make it, in the judgment of the Representative, acting reasonably, impractical
to market or to enforce contracts for the sale of the Units, including without limitation, (i) if trading or quotation in any of
the Company’s securities shall have been suspended or limited by the SEC, or by the NYSE American or by any Canadian Commission
or by the TSX, or (ii) trading in securities generally on any of the NYSE American or the TSX shall have been suspended or limited,
or minimum or maximum prices shall have been generally established on any of such stock exchanges by the SEC or FINRA, or (iii) the
declaration of any banking moratorium by any Canadian, U.S. federal or New York authorities, or (iv) any major disruption of settlements
of securities or payment or clearance services in the United States or Canada where the securities of the Company are listed.
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(c)
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Disaster Out. There should develop, occur or come into effect or existence any attack on,
outbreak or escalation of hostilities or act of terrorism involving Canada, the United States or Australia, any declaration of war by
the United States Congress, any other national or international calamity or emergency, or any governmental action, change of Applicable
Law (or in the judicial interpretation thereof), if, in the judgment of the Representative, the effect of any such attack, outbreak,
escalation, act, declaration, calamity, emergency or governmental action, or change is material and adverse such as to make it impractical
or inadvisable to proceed with the offering of the Units or to enforce contracts for the sale of the Units on the Closing Date or Option
Closing Date, as applicable, on the terms and in the manner contemplated by this Agreement, the Time of Sale Prospectus and each of the
Applicable Prospectuses or might be expected to have a significant adverse effect on the state of financial markets in Canada or the United
States or the business, operations, management or capital of the Company or the market price or value of the Common Shares.
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(d)
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Material Adverse Effect. There should occur or be announced by the Company and its Material
Subsidiaries taken as a whole, any Material Adverse Effect or a change in any material fact, or there should be discovered any previously
undisclosed material fact (other than a material fact related solely to the Underwriters or any of their affiliates) required to be disclosed
in any Applicable Prospectus, which results, or in the sole judgment of the Representative, is reasonably expected to result, in purchasers
of a material number of Units exercising their right under applicable legislation to withdraw from their purchase of the Units, or, in
the judgment of the Representative, acting reasonably, has or may be expected to have a significant adverse effect on the market price
or value of the Units.
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(2) The
Company agrees that all representations, warranties, terms and conditions of this Agreement (including the conditions in Section 6)
shall be construed as conditions and complied with so far as they relate to acts to be performed or caused to be performed by it, that
it will use its commercially reasonable efforts to cause such representations, warranties, terms and conditions not to be breached and
to be complied with, and that any material breach (or in the case of any representation, warranty, term or condition qualified by materiality,
any breach) or failure by it to comply with any such conditions shall entitle any Underwriter to terminate its obligations under this
Agreement by notice to that effect given to the Company and the Representative at or prior to the Closing Date or each Option Closing
Date, as applicable, unless otherwise expressly provided in this Agreement.
(3) The
rights of termination contained in this Section 8 may be exercised by the Underwriters (or any of them) and are in addition to any
other rights or remedies that the Underwriters may have in respect of any default, act or failure to act or non-compliance by the Company
in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination, there shall be no
further liability or obligation on the part of an Underwriter to the Company, or on the part of the Company to such Underwriter except
in respect of any liability or obligation under any of Section 5 and Section 10 hereof which shall at all times remain in full
force and effect and shall survive such termination.
Section 9
Obligation to Purchase.
(1) Subject
to the terms of this Agreement, the obligation of each Underwriter to purchase the Firm Units
at the Closing Date or the Additional Units, Additional Unit Shares and/or Additional Warrants, if applicable, on each Option Closing
Date, shall be several, and not joint and several, and shall be limited to the number and equivalent percentage of the Firm Units or
the Additional Units, Additional Unit Shares and/or Additional Warrants, if applicable, set out opposite the name of such
Underwriters on Schedule A attached hereto (subject to such adjustment as the Representative
may determine to eliminate fractional shares):
(2) If,
on the Closing Date or any Option Closing Date, if any, any one or more of the Underwriters shall fail or refuse to purchase the Units
or Additional Units (or Additional Unit Shares and/or Additional Warrants, as applicable), as the case may be, that it or they have agreed
to purchase hereunder on such date, and the aggregate number of Units or Additional Units (or Additional Unit Shares and/or Additional
Warrants, as applicable), as the case may be, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase
does not exceed 10% of the aggregate number of the Units or Additional Units (or Additional Unit Shares and/or Additional Warrants, as
applicable), as the case may be, to be purchased on such date, the Representative may make arrangements satisfactory to the Company for
the purchase of such Units or Additional Units (or Additional Unit Shares and/or Additional Warrants, as applicable), as the case may
be, by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date or Option Closing Date,
as applicable, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Units or Additional
Units (or Additional Unit Shares and/or Additional Warrants, as applicable), as the case may be, set forth opposite their respective
names in this Section 9 bears to the aggregate number of Units or Additional Units (or Additional Unit Shares and/or Additional
Warrants, as applicable), as the case may be, set forth opposite the names of all such non-defaulting Underwriters, or in such other
proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Units or Additional
Units (or Additional Unit Shares and/or Additional Warrants, as applicable), as the case may be, which such defaulting Underwriter or
Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date or Option Closing Date, as applicable, any
one or more of the Underwriters shall fail or refuse to purchase the Units or Additional Units (or Additional Unit Shares and/or Additional
Warrants, as applicable), as the case may be, and the aggregate number of Units or Additional Units, as the case may be, with respect
to which such default occurs exceeds 10% of the aggregate number of Units or Additional Units (or Additional Unit Shares and/or Additional
Warrants, as applicable), as the case may be, to be purchased on such date, and arrangements satisfactory to the Representative and the
Company for the purchase of such Units or Additional Units (or Additional Unit Shares and/or Additional Warrants, as applicable), as
the case may be, are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any
other party (other than the defaulting underwriter, who shall remain liable to the Company) except that the provisions of Section 5
and Section 10 shall at all times be effective and shall survive such termination. In any such case the Representative shall have
the right to postpone the Closing Date, but in no event past 9:00 a.m. (New York City time) on July 14, 2021 in order that the required
changes, if any, to the Registration Statement, the Preliminary Prospectuses and the Prospectuses or any other documents or arrangements
may be effected.
(3) As
used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter
under this Section 9. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect
of any default of such Underwriter under this Agreement.
Section 10 Indemnification.
(1) The
Company (referred in this Section 10 as the “Company Indemnifying Party”) agrees to indemnify and save harmless
each of the Underwriters and their respective affiliates and each of their respective directors, officers, partners, members, employees,
shareholders and agents, and each person, if any, who controls the Underwriters within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act (each referred to in this Section 10 as an “Underwriter Indemnified Party”)
from and against all liabilities, claims, losses (other than loss of profits in connection with the distribution of the Units), actions,
suits, proceedings, charges, reasonable costs, damages and reasonable expenses which an Underwriter Indemnified Party may suffer or incur
or be subject to, including all amounts paid to settle actions or satisfy judgments or awards and all reasonable legal fees and expenses
that may be incurred in advising with respect to investigating or defending any Claim (as defined in Section 10(3)), in any way caused
by, or arising directly or indirectly from, or in consequence of:
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(a)
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any information or statement contained in the Registration Statement, the Preliminary Prospectuses, the
Time of Sale Prospectus, the Prospectuses, any issuer free writing prospectus or any Supplementary Material related thereto, or in any
certificate or other document of the Company or of any officer of the Company or any of its Material Subsidiaries delivered hereunder
or pursuant hereto which contains or is alleged to contain a misrepresentation;
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(b)
|
any omission or alleged omission to state in the Registration Statement, the Preliminary Prospectuses,
the Time of Sale Prospectus, the Prospectuses, any issuer free writing prospectus, any marketing materials or any Supplementary Material
related thereto, or any certificate or other document of the Company or any officer of the Company or any of the Material Subsidiaries
delivered hereunder or pursuant hereto any fact, whether material or not required to be stated therein or necessary to make any statement
therein not misleading in light of the circumstances under which it was made;
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(c)
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any order made or any inquiry, investigation or proceedings commenced or threatened by any securities
commission, stock exchange or other Governmental Authority based upon any actual or alleged untrue statement, omission or misrepresentation
in the Preliminary Prospectuses, the Time of Sale Prospectus, the Prospectuses, the Registration Statement, any issuer free writing prospectus,
any marketing materials or any Supplementary Material or based upon any actual or alleged failure to comply with Canadian Securities Laws
or U.S. Securities Laws, preventing or restricting the trading in of the Firm Shares, Warrant Shares, Additional Unit Shares or Additional
Warrant Shares or the distribution of the Units or any other securities of the Company;
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(d)
|
the non-compliance or alleged non-compliance by the Company with any requirement of Canadian Securities
Laws or U.S. Securities laws in any of the Qualifying Jurisdictions or in the United States or any state therein in connection with the
transactions herein contemplated including the Company’s non-compliance or alleged non-compliance with any statutory requirement
to make any document available for inspection; or
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(e)
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any breach of any representation or warranty of the Company contained herein or in any certificate or
other document of the Company or of any officers of the Company or any of the Material Subsidiaries delivered hereunder or pursuant hereto
or the failure of the Company to comply with any of its obligations hereunder,
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provided,
however, that the foregoing indemnity shall not apply to any loss, liability, claim, damage or expense to the extent arising out
of any untrue statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity with written
information relating to an Underwriter furnished to the Company by such Underwriter expressly for use in the Time of Sale Prospectus or
the Prospectus Supplements, or any such amendment or supplement thereto, or any issuer free writing prospectus, and further provided that
the Company will not be responsible for any portion of any Claim in the event and to the extent that a court of competent jurisdiction,
in a final judgment that has become non-appealable, determines that such portion of such Claim has resulted primarily from the fraud,
fraudulent misrepresentation, wilful misconduct or gross negligence of an Underwriter Indemnified Party, and such Underwriter Indemnified
Party shall promptly reimburse the Company for any amounts advanced to such Indemnified Party pursuant to this Section 10(1) in
respect of such Claim; for greater certainty, the Company and the Underwriters agree that they do not intend that any failure by the Underwriters
to conduct such reasonable investigation as necessary to provide the Underwriters with reasonable grounds for believing the Registration
Statement, the Preliminary Prospectuses, the Prospectuses or the Time of Sale Prospectus contained no misrepresentation shall constitute
“gross negligence” for purposes of this Article 10 or otherwise disentitle the Underwriters from indemnification hereunder.
(2) Each
Underwriter, severally and not jointly (each referred to in this Section 10 as an “Underwriter Indemnifying Party”),
agrees to indemnify and hold harmless the Company and its directors and each officer and director of the Company who signed the US Prospectus
or the Canadian Prospectus, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act (each such person referred to in this Section 10 as the “Company Indemnified Party”)
against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 10(1), as incurred,
but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Time of Sale Prospectus
or the Prospectus Supplements (or any amendment or supplement thereto) in reliance upon and in conformity with information relating to
such Underwriter and furnished to the Company in writing by such Underwriter expressly for use therein. The Company hereby acknowledges
that the only information that the Underwriters have furnished to the Company expressly for use in the Prospectus Supplements or Time
of Sale Prospectus (or any amendment or supplement thereto) are the statements set forth in last sentence of paragraph 2 and paragraphs
14-18 of the “Underwriting” section of the Prospectus Supplements or Time of Sale Prospectus. Notwithstanding the provisions
of this Section 10(2), no Underwriter shall be required to indemnify the Company for any amount in excess of the aggregate fee received
by such Underwriter from the Company hereunder.
(3) If
any matter or thing contemplated by this Section 10 (any such matter or thing being hereinafter referred to as a “Claim”)
is asserted against either the Underwriter Indemnified Party or the Company Indemnified Party (as the context requires, the “Indemnified
Party”), the Indemnified Party shall notify the Company Indemnifying Party or the Underwriter Indemnifying Party (as the context
requires, the “Indemnifying Party”) as soon as practicable, of such Claim to the extent allowable by Applicable Law
(provided, however, that failure to provide such notice shall not affect the Indemnified Party’s right to indemnification hereunder,
except (and only) to the extent of material prejudice (through the forfeiture of substantive rights and defenses) to the Indemnifying
Party therefrom) and the Indemnifying Party shall be entitled (but not required) to assume the defence of any suit, action or proceeding
brought to enforce such Claim; provided, however, that the defence shall be conducted through legal counsel acceptable to the Indemnified
Party and that no admission of liability or settlement of any such Claim may be made by the Indemnifying Party or the Indemnified Party
without the prior written consent of the other.
(4) In
any such Claim, the Indemnified Party shall have the right to retain separate counsel to act on its behalf provided that the fees and
disbursements of such counsel shall be paid by the Indemnified Party unless:
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(a)
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the Indemnifying Party fails to assume the defence of such Claim on behalf of the Indemnified Party within
five (5) business days of receiving notice thereof or, having assumed such defence, has failed to engage counsel promptly or who
is acceptable to the Indemnified Parties, or has failed to pursue it diligently;
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(b)
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the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of the other
counsel; or
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(c)
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the named parties to the Claim (including any added, third parties or interpleaded parties) include the
Indemnifying Party, and the Indemnifying Party has been advised by counsel (including internal counsel) that there are legal defences
available to such Indemnified Party that are different or in addition to those available to the Indemnifying Party, that representation
of the Indemnified Party by counsel for the Indemnifying Party is inappropriate as a result of the potential or actual conflicting interests
of those represented, or where in such Indemnified Party’s reasonable judgment, the Claim gives rise to a conflict of interest between
the Indemnifying Party and such Indemnified Party;
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in each of cases Section 10(4)(a), Section 10(4)(b) and
Section 10(4)(c), the Indemnifying Party will not have the right to assume the defence of the suit on behalf of such Indemnified
Party, but the Indemnifying Party will be liable to pay the fees and expenses of separate counsel for all Indemnified Parties and, in
addition, of local counsel in each applicable jurisdiction. Notwithstanding the foregoing, no settlement may be made by an Indemnified
Party without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld, conditioned or delayed.
(5) In
order to provide for a just and equitable contribution in circumstances in which the indemnity provided in Section 10(1) or
Section 10(2) would otherwise be available in accordance with its terms but is, for any reason, held to be unavailable to or
unenforceable by the Indemnified Party or enforceable otherwise than in accordance with its terms or is insufficient to hold the Indemnified
Party harmless, the Indemnifying Party shall contribute to the aggregate of all claims, expenses, costs and liabilities and all losses
(other than loss of profits in connection with the distribution of the Units) of the nature contemplated in this Section 10 and suffered
or incurred by the Indemnified Parties in such proportions as is appropriate to reflect the relative benefits received by the Company
on the one hand and the Underwriters on the other hand from the distribution of the Units as well as the relative fault of the parties
in connection with the Claim or Claims which resulted in such claims, expenses, costs, damages, liabilities or losses, as well as any
other equitable considerations determined by a court of competent jurisdiction; provided that: (i) no Underwriter shall in any event
be liable to contribute, in the aggregate, any amount in excess of the aggregate fee or any portion thereof actually received by such
Underwriter hereunder; and (ii) no party who has been determined by a court of competent jurisdiction in a final judgment that has
become non-appealable to have engaged in any fraud, fraudulent misrepresentation, wilful misconduct or gross negligence in connection
with the Claim or Claims which resulted in such claims, expenses, costs, damages, liabilities or losses shall be entitled to claim contribution
from any person who has not been so determined to have engaged in such fraud, fraudulent misrepresentation or gross negligence in connection
with such Claim or Claims.
(6) The
rights of contribution and indemnity provided in this Section 10 shall be in addition to and not in derogation of any other right
to contribution and indemnity which the Underwriters may have by statute or otherwise at law.
(7) The
Underwriters’ obligations to contribute pursuant to this Section 10 are several, and not joint, in proportion to their respective
underwriting commitments as set forth opposite their respective names in Section 9 hereof.
(8) In
the event that any Company Indemnifying Party is held to be entitled to contribution from the Underwriters under the provisions of any
Applicable Law, the Company Indemnifying Party shall be limited to contribution from each of the Underwriters in an amount not exceeding
the lesser of:
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(a)
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the portion of the full amount of the loss or liability giving rise to such contribution for which each
of the Underwriters is responsible, as determined above; and
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(b)
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the amount of the aggregate fee actually received by the Underwriters from the Company hereunder, provided
that no individual Underwriter shall be required to contribute more than the fee actually received by such Underwriter.
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(9) If
the Underwriters have reason to believe that a claim for contribution may arise, they shall give the Indemnifying Party notice thereof
in writing, but failure to notify the Indemnifying Party shall not relieve the Indemnifying Party of any obligation which it may have
to the Underwriters under this Section 10, except (and only) to the extent of material prejudice (through the forfeiture of substantive
rights and defenses) to the Indemnifying Party therefrom.
(10) With
respect to this Section 10, the Company acknowledges and agrees that the Underwriters are contracting on their own behalf and as
agents for their respective affiliates, directors, officers, employees and agents, and each person, if any, controlling any Underwriter
or any of its subsidiaries and each shareholder of any Underwriter. Accordingly, the Company hereby constitutes the Underwriters as agents
for each person who is entitled to the covenants of the Company contained in this Section 10 and is not a party hereto and the Underwriters
agree to accept such agents and to hold in trust for and to enforce such covenants on behalf of such persons.
Section 11 Notification to the Underwriters.
The Company undertakes to notify the Representative
immediately if it comes to its knowledge at any time up to the Closing Date or any Option Closing Date that any of the representations
and warranties of the Company in this Agreement was not true or accurate or was misleading in any material respect when given or made
or has ceased to be true or accurate in any material respect or has become misleading by reference to the facts or circumstances from
time to time subsisting and of all other information of which it becomes aware which may give rise to an obligation to prepare and file
Supplementary Material. If, at any time prior to the Closing Date or an Option Closing Date, as applicable, the Representative shall
receive notification pursuant to this section or they shall otherwise become aware that any of the representations and warranties in
this Agreement is or has become or is likely to become untrue, inaccurate or misleading in any material respect, the Representative may
(without prejudice to their right to terminate their obligations under this Agreement pursuant to Section 8) require the Company
at its own expense to make or cause to be made such announcement as the Underwriters may reasonably determine.
Section 12 Representations,
Warranties and Covenants to Survive Delivery.
The representations, warranties
and covenants (including indemnities) of the Company and the Underwriters contained in this Agreement and in any certificate delivered
pursuant to this Agreement or in connection with the purchase and sale of the Units shall survive the delivery of and payment for the
Units sold hereunder and shall continue in full force and effect unaffected by any subsequent disposition of the Units by the Underwriters
or the termination of the Underwriters’ obligations and shall not be limited or prejudiced by any investigation made by or on behalf
of the Underwriters in connection with the preparation of the Prospectuses, any amendments or supplements related thereto or the distribution
of the Units.
Section 13 No
Advisory or Fiduciary Relationship.
The Company acknowledges and
agrees that (a) the purchase and sale of the Units pursuant to this Agreement, including the determination of the Offering Price
of the Units and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one
hand, and the Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to
such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its
shareholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility
in favour of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such
Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with
respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and
their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company,
and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated
hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.
Section 14 Notices.
All communications hereunder
shall be in writing and shall be mailed, e-mailed, hand delivered, or faxed and confirmed to the parties hereto as follows:
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(a)
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If to the Underwriters:
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H.C. Wainwright &
Co., LLC
430 Park Avenue, 4th Floor
New York, New York 10022
Attention:
Craig Schwabe
Email:
notices@hcwco.com
with a copy (which shall not constitute
notice) to:
Stikeman Elliott LLP
5300 Commerce Court West
199 Bay Street
Toronto, Ontario M5L 1B9
Attention: Martin Langlois
Facsimile Number: (416) 947-0866
and
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105
Attention: John Hart
Email: capmkts@egsllp.com
Vista Gold Corp.
Suite 5, 7961 Shaffer Parkway
Littleton, Colorado
80127 USA
Attention: Mr. Frederick H. Earnest, President and Chief
Executive Officer
Facsimile Number: (720)
981-1186
with
a copy (which shall not constitute notice) to:
Borden Ladner Gervais LLP
1200 Waterfront Centre
200 Burrard Street
P.O. Box 48600
Vancouver, BC V7X 1T2
Attention: Eric Doherty
Facsimile Number: (604) 640-4193
and
Dorsey & Whitney LLP
1400 Wewatta Street, Suite 400
Denver, CO 80202-5549
Attention: Jason K. Brenkert, Esq.
Facsimile Number: (303) 629-3450
Any party hereto may change
the address for receipt of communications by giving written notice to the others. The parties may change their respective addresses, e-mail
addresses and facsimile numbers for notice, by notice given in the manner aforesaid. Any such notification shall be deemed to be effective
when faxed or delivered, if faxed or delivered to the recipient on a business day and before 5:00 p.m. (New York City time) on such
business day, and otherwise shall be deemed to be given at 9:00 a.m. (New York City time) on the next following business day.
Section 15 Authority
and Use of the Advice of the Representative.
The Company shall be entitled to rely and shall
act on any notice, waiver, extension or other communication given by or on behalf of the Underwriters by the Representative, who have
authority to bind the Underwriters with respect to all matters covered by this Agreement insofar as such matters relate to the Underwriters,
with the exception of matters arising under Section 10, or notice of termination pursuant to Section 8, which notice may be
given by any of the Underwriters. The Company agrees that all written and oral opinions, advice, analysis and materials provided by the
Underwriters in connection with the offering and sale of the Units are intended solely for the Company’s benefit and for the Company’s
use only and the Company covenants and agrees that no such opinions, advice or material will be used for any other purpose whatsoever
or reproduced, disseminated, quoted from or referred to in whole or in part at any time, in any manner or for any purpose, without the
prior consent of the Representative in each specific circumstance.
Section 16 Successors.
This Agreement will inure
to the benefit of and be binding upon the parties hereto, including any substitute Underwriters pursuant to Section 9 hereof, and
to the benefit of the employees, officers and directors and controlling persons referred to in Section 10 and in each case their
respective successors and personal representatives, and no other person will have any right or obligation hereunder. The term “successors”
shall not include any purchaser of the Units as such from any of the Underwriters merely by reason of such purchase.
Section 17 Time
of the Essence.
Time shall be of the essence
of this Agreement.
Section 18 Partial
Unenforceability.
The invalidity or unenforceability
of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph
or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable,
there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.
Section 19 Governing
Law and Venue.
All questions concerning the
construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance
with the internal 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 (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, 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 either party shall commence an
action or proceeding to enforce any provisions of this Agreement, then, in addition to the obligations of the Company under Section 10,
the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and
other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.
Section 20 Counterparts/Facsimile/Electronic
Signatures.
This Agreement may be executed
by any one or more of the parties to this Agreement in any number of counterparts, each of which shall be deemed to be an original, but
all such counterparts shall together constitute one and the same instrument. The transmission by facsimile or e-mail of a copy of the
execution page hereof reflecting the execution of this Agreement by any party hereto shall be effective to evidence that party’s
intention to be bound by this Agreement and that party’s agreement to the terms, provisions and conditions hereof, all without the
necessity of having to produce an original copy of such execution page.
Section 21 General
Provisions.
(1) This
Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous
oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may not be amended or modified
unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by
each party whom the condition is meant to benefit. The Section headings herein are for the convenience of the parties only and shall
not affect the construction or interpretation of this Agreement. Notwithstanding anything herein to the contrary, the Engagement Agreement,
dated June 29, 2021 (“Engagement Agreement”), by and between the Company and Wainwright, shall continue to be
effective and the terms therein, including, without limitation, Sections A.4 and A.5 with respect to any future offerings, shall continue
to survive and be enforceable by the Wainwright in accordance with its terms, provided that, in the event of a conflict between the terms
of the Engagement Agreement and this Agreement, the terms of this Agreement shall prevail.
(2) The
Company acknowledges that the Underwriters’ research analysts and research departments are required to be independent from their
respective investment banking divisions and are subject to certain regulations and internal policies, and that such Underwriters’
research analysts may hold and make statements or investment recommendations and/or publish research reports with respect to the Company
and/or the offering that differ from the views of its investment bankers. The Company hereby waives and releases, to the fullest extent
permitted by law, any claims that the Company may have against the Underwriters with respect to any conflict of interest that may arise
from the fact that the views expressed by their independent research analysts and research departments may be different from or inconsistent
with the views or advice communicated to the Company by such Underwriters’ investment banking divisions. The Company acknowledges
that each of the Underwriters is a full service securities firm and as such from time to time, subject to applicable Canadian Securities
Laws and U.S. Securities Laws, may effect transactions for its own account or the account of its customers and hold long or short position
in debt or equity securities of the companies which may be the subject to the transactions contemplated by this Agreement.
[Remainder of Page Intentionally Left
Blank. Signature Page Follows]
The foregoing is agreed by
the Representative as of the date first mentioned above.
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H.C. WAINWRIGHT & CO., LLC
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By:
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/s/ Edward D. Silvera
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Name: Edward D. Silvera
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Title: Chief Operating Officer
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[VGZ Amended and Restated Underwriting Agreement
Signature Page]
Accepted and agreed to as of this 7th day of
July, 2021.
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VISTA GOLD CORP.
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By:
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/s/ Frederick H. Earnest
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Name: Frederick H. Earnest
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Title: President and CEO
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[VGZ Amended and Restated Underwriting Agreement Signature Page]
The foregoing is agreed by the Co-Manager as of
the date first mentioned above.
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Name of Co-Manager:
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HAYWOOD SECURITIES INC.
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By:
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/s/ Kevin Campbell
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Name: Kevin Campbell
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Title: Managing Director, Investment Banking
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Number of Firm Units:
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[VGZ Amended and Restated Underwriting Agreement
Signature Page]
The foregoing is agreed by the Co-Manager as of
the date first mentioned above.
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Name of Co-Manager:
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ROTH CAPITAL PARTNERS, LLC
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By:
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/s/ Aaron M. Gurewitz
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Name: Aaron M. Gurewitz
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Title: Head of Equity Capital Markets
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Number of Firm Units:
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[VGZ Amended and Restated Underwriting Agreement
Signature Page]
SCHEDULE A
UNDERWRITERS
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Underwriter
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Number
of Firm
Units
|
Percentage
of
Firm Units
|
Underwriter
Warrants
|
Underwriter
Warrants
for
President’s
List
|
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H.C.
Wainwright & Co., LLC
|
9,000,822
|
73.34%
|
2.2%
|
1.1%
|
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Haywood
Securities Inc.
|
1,635,954
|
13.33%
|
0.4%
|
0.2%
|
|
Roth
Capital Partners, LLC
|
1,635,954
|
13.33%
|
0.4%
|
0.2%
|
|
Total
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12,272,730
|
100%
|
3.0%
|
1.5%
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SCHEDULE B
MATERIAL SUBSIDIARIES
|
Vista Minerals (Barbados) Corp.
|
Barbados
|
100%
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Vista Gold Australia Pty. Ltd.
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Australia
|
100% owned by Vista Minerals (Barbados) Corp.
|
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Vista Gold U.S. Inc.
|
Delaware
|
100%
|
EXHIBIT A
LIST OF PERSONS SUBJECT TO LOCK-UP
Directors
Michael B. Richings
John M. Clark
C. Thomas Ogryzlo
W. Durand Eppler
Tracey A. Stevenson
Deborah J. Friedman
Frederick H. Earnest*
Senior Officers
Frederick H. Earnest*
Douglas L. Tobler
John W. Rozelle
Pamela A. Solly
*Only one Lock-Up Agreement required
EXHIBIT B
FORM OF LOCK-UP AGREEMENT
July ___, 2021
H.C. Wainwright & Co., LLC,
acting as Representative to the several Underwriters:
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Re:
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Underwriting Agreement, dated July 7, 2021, by and between Vista Gold Corp. and H.C. Wainwright &
Co., LLC and the underwriters signatory thereto
|
Ladies and Gentlemen:
The undersigned irrevocably
agrees with the Company that, from the date hereof until ninety (90) days following the date of closing (the “Closing Date”)
of the offering pursuant to the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Vista
Gold Corp. (the “Company”) and H.C. Wainwright & Co., LLC (the “Representative”) and
the underwriters signatory thereto (collectively with the Representative, the “Underwriters”) (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 (as defined in the Underwriting
Agreement) of the undersigned or any person in privity with 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 shares of common stock
of the Company or securities convertible, exchangeable or exercisable into, shares of common stock 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 irrevocable stop-transfer
instructions preventing the transfer agent of the Company from effecting any actions in violation of this letter agreement. The Representative
may consent to an early release from the Restriction Period if, in its sole and absolute discretion, the market for the Securities would
not be adversely impacted by sales and in cases of financial emergency.
The foregoing paragraph shall
not apply to (A) dispositions to any trust for the direct or indirect benefit of the undersigned and/or the spouse, any lineal descendent,
father, mother, brother or sister of the undersigned, provided that such trust agrees in writing with the Company to be bound by the terms
of this Lock-Up Agreement, (B) tenders pursuant to a bona fide third party take-over bid made to all holders of Common Shares of
the Company or similar acquisition transaction provided that in the event that the take-over bid or acquisition transaction is not completed,
any Securities shall remain subject to the restrictions contained in this Lock-Up Agreement, (C) [reserved], (D) any dispositions
required to pay the exercise price of any stock options issued or outstanding under the Company’s equity incentive compensation
plans, or (E) any dispositions required for tax withholdings in connection with the exercise or vesting of any stock options or restricted
share units issued or outstanding under the Company’s equity incentive compensation plans.
The undersigned acknowledges
that the execution, delivery and performance of this letter agreement is a material inducement to each Underwriter to perform under the
Underwriting Agreement and that each Underwriter (which shall be a third party beneficiary of this letter 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 Underwriting Agreement.
This
letter agreement may not be amended or otherwise modified in any respect without the written consent of each of the Company, the Representative 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 Underwriting
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 each Underwriter 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 Underwriters.
*** 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 shares of Common Stock
_____________________________________________________________________________
Number of shares of Common Stock 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.
VISTA GOLD CORP.
Exhibit C
Issuer Free Writing Prospectus
Free writing prospectus filed with the SEC on July 7, 2021
Free writing prospectus filed with the SEC on July 7, 2021
Exhibit D
Form of Warrant
Exhibit E
Form of Underwriter Warrant
Exhibit 4.1
EXHIBIT D
COMMON SHARES PURCHASE WARRANT
VISTA GOLD CORP.
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Warrant Shares: _______
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Initial Exercise Date: July ___, 2021
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THIS COMMON SHARES 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 date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July ___, 20241
(the “Termination Date”) but not thereafter, to subscribe for and purchase from Vista Gold Corp., a company
incorporated under the laws of the Province of British Columbia, Canada (the “Company”), up to ______ Common Shares
(as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant
shall be equal to the Exercise Price, as defined in Section 2(b).
Section 1. Definitions.
In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1:
“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.
“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 in the United States 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 on the Pink Open Market (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 Warrants then outstanding and reasonably acceptable to
the Company, the fees and expenses of which shall be paid by the Company.
1 Insert the date that is the thirty six (36) month
anniversary of the Initial Exercise Date, provided that, if such date is not a Trading Day, insert the immediately following Trading
Day.
“Board
of Directors” means the board of directors of the Company.
“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; 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 generally
are open for use by customers on such day.
“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.
“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“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.
“Registration
Statement” means the Company’s registration statement on Form S-3 (File No. 333-239139) and any Rule 462(b) Registration
Statement.
“Rule 462(b) Registration
Statement” means any registration statement prepared by the Company registering additional securities of the Company, which
was filed with the Commission on or prior to the date of the Underwriting Agreement and became automatically effective pursuant to Rule 462(b) promulgated
by the Commission pursuant to the Securities Act.
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Subsidiary”
means any subsidiary of the Company 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 Common Shares are traded on a Trading Market in the [United States]2 [Canada]3.
“Trading
Market” means any of the following markets or exchanges on which the Common Shares are listed or quoted for trading on the date
in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock
Exchange or the Toronto Stock Exchange (or any successors to any of the foregoing).
“Transfer
Agent” means Computershare Investor Services Inc., the current transfer agent of the Company, and any successor transfer agent
of the Company.
“Underwriting
Agreement” means the underwriting agreement, dated as of July 7, 2021, among the Company and H.C. Wainwright & Co., LLC
as representative of the underwriters named therein, as amended, modified or supplemented from time to time in accordance with its terms.
“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 primary Trading Market in the United States 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 on the Pink Open Market (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 Warrants
then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.
“Warrants”
means this Warrant and other Common Shares purchase warrants issued by the Company pursuant to the Registration Statement.
2
US purchasers
3 Canadian purchasers
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 PDF copy submitted
by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within
the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as
defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise
Price for the 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) Business 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 Common Share under this Warrant shall be US$1.25, subject to adjustment hereunder (the “Exercise
Price”).
c) Cashless
Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained
therein is not available for the issuance of the Warrant Shares to the Holder, then this Warrant may also be exercised, 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 equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:
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(A) =
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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 Shares 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;
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(B) =
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the Exercise Price of this Warrant, as adjusted hereunder; and
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(X) =
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the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.
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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 Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company agrees not to take any
position contrary to this Section 2(c).
Notwithstanding
anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant
to this Section 2(c).
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d)
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Mechanics of Exercise.
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i.
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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 (a) 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 or
(b) if the Holder is a resident of Canada, causing to be delivered to the Holder an uncertificated
position in CDS Clearing and Depository Services Inc. representing such Warrant Shares, and,
in the case of (a) or (b), either (A) there is an effective registration statement permitting
the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) this
Warrant is being exercised via cashless exercise, 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 the earliest of (i) two (2) Trading Days after the delivery to the Company of the
Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price
to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period
after the delivery to the Company of the Notice of Exercise (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, 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. 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
in the United States with respect to the Common Shares as in effect on the date of delivery
of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of
Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise
Date, which may be delivered at any time after the time of execution of the Underwriting
Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by
4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date
shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of
the aggregate Exercise Price (other than in the case of a cashless exercise) is received
by such Warrant Share Delivery Date.
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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 evidencing
the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects
be identical with this Warrant.
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 US$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 US$10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder US$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 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 round down
to the nearest whole share and pay to the Holder a cash adjustment in respect of such final fraction in an amount equal to such fraction
multiplied by the Exercise Price upon request by the Holder.
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.
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 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% (or, upon election by a Holder prior to the issuance of any Warrants,
9.99%) 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 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.4
4 For a purchaser that holds greater
than 10% of the issued and outstanding Common Shares on the date of pricing of the offering, insert the following provision as Section
2(e) in place of the Beneficial Ownership Limitation provision therein:
Primary
Market Limitation. Unless the Company obtains the approval of its stockholders as required by the applicable rules of the NYSE
American for issuances of Common shares in excess of such amount, 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 Primary Market 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 Company. 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. For purposes of this Section 2(f), 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. The “Primary
Market Limitation” shall be 19.9% of the number of Common Shares outstanding immediately after giving effect to the issuance of
Common Shares issuable upon exercise of this Warrant. 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 Primary Market 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.
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 the Common Shares any shares of capital 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) Subsequent
Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues
or sells any Common Share 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, that, 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) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right
thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).
c) Pro
Rata Distributions. 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, scheme 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, that,
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) and the portion of such Distribution shall be held in abeyance for
the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership
Limitation).
d) 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 or any Subsidiary,
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 stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,
spin-off, merger or scheme 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 stock or 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). 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 Common Share 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 in accordance
with the provisions of this Section 3(d) pursuant to written agreements in form and substance reasonably satisfactory to the
Holder and approved by the Holder (without unreasonable delay) 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 capital 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 capital shares (but taking into account the relative value of the Common Shares pursuant to such Fundamental
Transaction and the value of such capital shares, such number of capital 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 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 with the same effect as if such Successor Entity had been named as the Company herein.
e) 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.
f) 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 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 capital 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 (or any of its Subsidiaries) is a party, any sale or transfer of
all or substantially all of its assets, 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 email to the Holder at its last email address as it shall
appear upon the Warrant Register of the Company, at least 20 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 share 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 share 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. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the
Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report
on Form 8-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.
g) 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.
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 initial issuance 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.
Section 5. Miscellaneous.
a) No
Rights as Shareholder Until Exercise; No Settlement in Cash. 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. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant
to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in
no event shall the Company be required to net cash settle an exercise of this Warrant.
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 certificate
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) Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and
construed and enforced in accordance with the internal 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 Warrant (whether brought against a party hereto or their 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, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, 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 suit, 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 Warrant 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 either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in
such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and
expenses incurred with the investigation, preparation and prosecution of such action or proceeding.
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. Without limiting any other provision of this
Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, 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 and all notices or other communications or deliveries to be provided by
the Holders hereunder including, without limitation, any Notice of Exercise, shall be in writing and delivered personally, by e-mail,
or sent by a nationally recognized overnight courier service, addressed to the Company, at 7961 Shaffer Parkway, Suite 5, Littleton,
Colorado 80127, Attention: Douglas L. Tobler, Chief Financial Officer, email address: notices@vistagold.com, or such other email address
or address as the Company may specify for such purposes by notice to the Holders. Any and all notices or other communications or deliveries
to be provided by the Company hereunder shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight
courier service addressed to each Holder at the e-mail address or address of such Holder appearing on the books of the Company. Any notice
or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if
such notice or communication is delivered via e-mail at the e-mail address set forth in this Section prior to 5:30 p.m. (New York City
time) on any date, (ii) the next Trading Day after the time of transmission, if such notice or communication is delivered via e-mail
at the e-mail address set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any
Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service,
or (iv) upon actual receipt by the party to whom such notice is required to be given. To the extent that any notice provided hereunder
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 Current Report on Form 8-K.
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, on the one hand, and
the Holder, on the other hand.
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.
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Vista Gold Corp.
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By:
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Name:
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Title:
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NOTICE OF EXERCISE
To: Vista
Gold Corp.
(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:
[SIGNATURE
OF HOLDER]
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Name of Investing Entity:
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Signature of Authorized Signatory of Investing Entity:
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Name of Authorized Signatory:
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Title of Authorized Signatory:
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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
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Name:
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(Please Print)
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Address:
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Phone Number:
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Email Address:
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Holder’s Signature:
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Exhibit 4.2
UNDERWRITER COMMON SHARES PURCHASE WARRANT
VISTA GOLD CORP.
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Warrant Shares: ______
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Initial Exercise Date: July 12, 2021
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THIS
UNDERWRITER COMMON SHARES 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 date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New
York City time) on July 12, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from
Vista Gold Corp., a company incorporated under the laws of the Province of British Columbia, Canada (the “Company”),
up to _________ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one
Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant
to the Underwriting Agreement.
Section 1. Definitions.
In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1:
“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.
“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 in the United States 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 on the Pink Open Market (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 Warrants then outstanding and reasonably acceptable to
the Company, the fees and expenses of which shall be paid by the Company.
“Board
of Directors” means the board of directors of the Company.
“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; 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 generally
are open for use by customers on such day.
“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.
“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“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.
“Registration
Statement” means the Company’s registration statement on Form S-3 (File No. 333-239139) and any Rule 462(b) Registration
Statement.
“Rule 462(b) Registration
Statement” means any registration statement prepared by the Company registering additional securities of the Company, which
was filed with the Commission on or prior to the date of the Underwriting Agreement and became automatically effective pursuant to Rule 462(b) promulgated
by the Commission pursuant to the Securities Act.
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Subsidiary”
means any subsidiary of the Company 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 Common Shares are traded on a Trading Market in the United States.
“Trading
Market” means any of the following markets or exchanges on which the Common Shares are listed or quoted for trading on the date
in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock
Exchange or the Toronto Stock Exchange (or any successors to any of the foregoing).
“Transfer
Agent” means Computershare Investor Services Inc., the current transfer agent of the Company, and any successor transfer agent
of the Company.
“Underwriting
Agreement” means the underwriting agreement, dated as of July 7, 2021, among the Company and H.C. Wainwright &
Co., LLC as representative of the underwriters named therein, as amended, modified or supplemented from time to time in accordance with
its terms.
“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 primary Trading Market in the United States 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 on the Pink Open Market (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 Warrants
then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.
“Warrants”
means this Warrant and other Common Shares purchase warrants issued by the Company pursuant to the Registration Statement.
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 PDF copy submitted
by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within
the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as
defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise
Price for the 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) Business 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 Common Share under this Warrant shall be US$1.25, subject to adjustment hereunder (the “Exercise
Price”).
c) Cashless
Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained
therein is not available for the issuance of the Warrant Shares to the Holder, then this Warrant may also be exercised, 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 equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:
(A) = 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 Shares 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;
(B) = the
Exercise Price of this Warrant, as adjusted hereunder; and
(X) = the
number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise
were by means of a cash exercise rather than a cashless 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 Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company agrees not to take any
position contrary to this Section 2(c).
Notwithstanding
anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant
to this Section 2(c).
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d)
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Mechanics of Exercise.
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i.
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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 (a) 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 or (b) if the Holder is a resident of Canada, causing to be delivered to the Holder
an uncertificated position in CDS Clearing and Depository Services Inc. representing such Warrant Shares, and, in the case of (a) or
(b), either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant
Shares by Holder or (B) this Warrant is being exercised via cashless exercise, 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
the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading
Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement
Period after the delivery to the Company of the Notice of Exercise (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, 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. 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 in the United States with respect to the Common Shares
as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise
delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the
time of execution of the Underwriting Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00
p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for
purposes hereunder, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received
by such Warrant Share Delivery Date.
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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 evidencing
the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects
be identical with this Warrant.
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 US$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 US$10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the
Holder US$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 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
round down to the nearest whole share and pay to the Holder a cash adjustment in respect of such final fraction in an amount equal to
such fraction multiplied by the Exercise Price upon request by the Holder.
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. 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 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 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.
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 the Common Shares any shares of capital 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) Subsequent
Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues
or sells any Common Share 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, that, 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) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right
thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).
c) Pro
Rata Distributions. 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, other than cash
(including, without limitation, any distribution of shares or other securities, property or options by way of a dividend, spin off, reclassification,
corporate rearrangement, scheme 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, that,
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) and the portion of such Distribution shall be held in abeyance for
the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership
Limitation).
d) 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 or any Subsidiary,
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 stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,
spin-off, merger or scheme 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 stock or 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). 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 Common Share 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 in accordance
with the provisions of this Section 3(d) pursuant to written agreements in form and substance reasonably satisfactory to the
Holder and approved by the Holder (without unreasonable delay) 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 capital 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 capital shares (but taking into account the relative value of the Common Shares pursuant to such Fundamental
Transaction and the value of such capital shares, such number of capital 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 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 with the same effect as if such Successor Entity had been named as the Company herein.
e) 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.
f) 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 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 capital 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 (or any of its Subsidiaries) is a party, any sale or transfer of
all or substantially all of its assets, 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 email to the Holder at its last email address as it shall
appear upon the Warrant Register of the Company, at least 20 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 share 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 share 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. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the
Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report
on Form 8-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.
g) 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.
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 initial issuance 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.
Section 5. Miscellaneous.
a) No
Rights as Shareholder Until Exercise; No Settlement in Cash. 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. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant
to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in
no event shall the Company be required to net cash settle an exercise of this Warrant.
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 certificate
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) Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and
construed and enforced in accordance with the internal 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 Warrant (whether brought against a party hereto or their 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, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, 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 suit, 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 Warrant 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 either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in
such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and
expenses incurred with the investigation, preparation and prosecution of such action or proceeding.
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. Without limiting any other provision of this
Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, 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 and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Notice
of Exercise, shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight courier service, addressed
to the Company, at 7961 Shaffer Parkway, Suite 5, Littleton, Colorado 80127, Attention: Douglas L. Tobler, Chief Financial Officer,
email address: notices@vistagold.com, or such other email address or address as the Company may specify for such purposes by notice to
the Holders. Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and
delivered personally, by e-mail, or sent by a nationally recognized overnight courier service addressed to each Holder at the e-mail address
or address of such Holder appearing on the books of the Company. Any notice or other communication or deliveries hereunder shall be deemed
given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered via e-mail at the
e-mail address set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day
after the time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth in this Section on
a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day
following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the
party to whom such notice is required to be given. To the extent that any notice provided hereunder 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 Current Report on Form 8-K.
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, on the one hand, and
the Holder, on the other hand.
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.
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Vista Gold Corp.
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By:
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Name:
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Title:
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NOTICE OF EXERCISE
To: Vista
Gold Corp.
(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:
_______________________________
_______________________________
_______________________________
[SIGNATURE
OF HOLDER]
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Name of Investing Entity:
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Signature of Authorized Signatory of Investing Entity:
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Name of Authorized Signatory:
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Title of Authorized Signatory:
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Date:
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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
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Name:
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(Please Print)
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Address:
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(Please Print)
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Phone Number:
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Email Address:
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Dated: _______________ __, ______
Holder’s Signature: ___________
Holder’s Address: ___________
Exhibit 5.1
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Borden Ladner Gervais LLP
1200 Waterfront Centre
200 Burrard St, P.O. Box 48600
Vancouver, BC, Canada V7X 1T2
T 604.687.5744
F 604.687.1415
blg.com
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June 9, 2021
Vista Gold Corp.
Suite 5, 7961 Shaffer Parkway
Littleton, Colorado
Dear Sirs/Mesdames
Re: Registration Statements on Form S-3
(333-239139 and 333-257746) (the “Registration Statements”)
We have acted as British Columbia
counsel to Vista Gold Corp., a British Columbia corporation (the “Company”), with respect to certain legal matters in connection
with the registration by the Company, under the U.S. Securities Act of 1933, as amended (the “Securities Act”), of
the offer and sale by the Company of 12,272,730 units (“Units”). Each Unit consists of one common share (“Common
Share”) and one-half of one transferable common share purchase warrant. Each whole common share purchase warrant (“Warrant”)
will entitle the holder to purchase one common share (“Warrant Share”) at a price of US$1.25 per Warrant Share at any
time until 5:00 p.m. (New York City time) on the date that is 36 months following the closing of the offering.
The Units are being offered
pursuant to an underwriting agreement dated July 7, 2021 (the “Underwriting Agreement”) among the Company and H.C.
Wainwright & Co. LLC (the “Lead Underwriter”) acting as book-running manager and as representative for Haywood
Securities Inc. and Roth Capital Partners, LLC acting as co-managers (collectively with the Lead Underwriter, the “Underwriters”).
The Company has agreed to issue up to 423,409 common share purchase warrants (the “Underwriters’ Warrants”) to
the Lead Underwriter. Each Underwriters’ Warrant entitles its holder to purchase one common share (“Underwriter Warrant
Share”) on the same terms as the Warrants.
The Underwriters have been
granted an option (the “Over-Allotment Option”) exercisable in whole or in part, to purchase up to 1,840,908 Units
(the “Over-Allotment Securities”), each Over-Allotment Securities to be comprised of a Common Share and one-half of
one Warrant, at a price equal to the public offering price per Unit, less the underwriting commission, for a period ending one business
day before the closing of the offering to cover over-allotments, if any, and for market stabilization purposes.
Collectively, the Units, Common
Shares, Warrants, Warrant Shares, Underwriters’ Warrants, the Underwriter Warrant Shares and Over-Allotment Securities are referred
to as the “Securities”.
We have examined such
documents and have reviewed such questions of law as we have considered necessary and appropriate for the purposes of our opinions
set forth below. In rendering our opinions set forth below, we have assumed the authenticity of all documents submitted to us as
originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies or
facsimile transmissions. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with
respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite
power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or
instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and
that such agreements or instruments are the legal, valid, binding and enforceable obligations of such parties. As to questions of
fact material to our opinions, we have relied upon certificates of officers of the Company and of public officials. We have not
undertaken any independent investigation to verify the accuracy or completeness of any of the foregoing assumptions.
For purposes of this opinion
letter, we have also assumed that (a) the Registration Statement, and any amendments thereto (including post-effective amendments), will
have become effective and such effectiveness will not have been terminated or rescinded, (b) all Securities will be offered, issued and
sold in compliance with applicable United States federal and state securities laws and in the manner stated in the Registration Statement
and the prospectus supplement filed in Canada, (c) at the time of the issuance of Units, Over-Allotment Securities and Underwriters’
Warrants there will be sufficient common shares authorized and unissued under the Company’s then operative notice of articles (the
“Notice of Articles”) and not otherwise reserved for issuance, (d) at the time of issuance of the Units, Over-Allotment
Securities and Underwriters’ Warrants, the Company validly exists and is duly qualified and in good standing under the laws of its
jurisdiction of incorporation, and has the necessary corporate power for such issuance, (e) at the time of issuance of the Units, Over-Allotment
Securities and the Underwriters’ Warrants, the Notice of Articles and then operative articles of the Company (the “Articles”
and collectively with the Notice of Articles, the “Charter Documents”) are in full force and effect and have not been
amended, restated, supplemented or otherwise altered, and there has been no authorization of any such amendment, restatement, supplement
or other alteration, in either case since the date hereof, (f) warrant certificates in respect thereof (the “Warrant Certificates”)
and the Underwriting Agreement have been duly authorized, executed and delivered by the parties thereto (other than the Company) and constitute
legally valid and binding obligations of the parties thereto (other than the Company), enforceable against each of them in accordance
with their respective terms, (g) the Warrant Certificates and Underwriting Agreement are enforceable against all parties thereto under
British Columbia law, and (h) that the issuance, terms, execution and delivery of the Units, Over-Allotment Securities and Underwriters’
Warrants (A) do not result in breaches of, or defaults under, agreements or instruments to which the Company is bound or violations of
applicable statutes, rules, regulations or court or governmental orders, and (B) comply with any applicable requirement or restriction
imposed by any court or governmental body having jurisdiction over the Company. We have not undertaken any independent investigation to
verify the accuracy or completeness of any of the foregoing assumptions.
Based upon and subject to
the foregoing, we are of the opinion that:
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(A)
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as of the date hereof, the Units, Over-Allotment Securities and Underwriters’ Warrants have been
duly authorized by all necessary corporate action on the part of the Company; and
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(B)
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upon issuance of the Common Shares and the Warrants comprising the Units and the Over-Allotment Securities,
the Underwriters’ Warrants and the Underwriter Warrant Shares in the manner contemplated by the Underwriting Agreement, the Warrant
Certificates and the Prospectus:
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(1)
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The Common Shares comprising part of the Units and the Over-Allotment Securities will be duly authorized,
validly issued, fully paid and non-assessable when certificates representing the Common Shares have been duly executed, countersigned, registered
and delivered, or if uncertificated, valid book-entry notations have been made in the share register of the Company, in each case in accordance
with the Charter Documents against payment therefor in an amount of US$1.10 for each Unit and Over-Allotment Security.
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(2)
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The Underwriters’ Warrants and the Warrants comprising part of the Units and the Over-Allotment
Securities will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms,
when (a) the Warrant Certificates been duly executed and delivered by the Company in accordance with applicable law, and (b) the Warrants
and the Underwriters’ Warrants have been duly executed and delivered against payment therefor (if required) in accordance with the
provisions of the Warrant Certificates.
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(3)
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Upon exercise of the Warrants comprising part of the Units and the Over-Allotment Securities in accordance
with the terms thereof and the Warrant Indenture, which exercise will include payment of the required exercise price, the Warrant Shares
will be duly authorized, validly issued, fully paid and non-assessable, when certificates representing the Common Shares have been duly
executed, countersigned, registered and delivered, or if uncertificated, valid book-entry notations have been made in the share register
of the Company, in each case in accordance with the Charter Documents.
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(4)
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Upon exercise of the Underwriters’ Warrants in accordance with the terms thereof, the Warrant Certificates
and the Underwriting Agreement, which exercise will include payment of the required exercise price, the Underwriter Warrant Shares will
be duly authorized, validly issued, fully paid and non-assessable, when certificates representing the Common Shares have been duly executed,
countersigned, registered and delivered, or if uncertificated, valid book-entry notations have been made in the share register of the
Company, in each case in accordance with the Charter Documents.
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Our opinions expressed herein
are subject to the following qualifications:
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(a)
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the enforceability of any agreement may be limited by bankruptcy, reorganization, winding-up, insolvency,
moratorium, arrangement, fraudulent preference and conveyance, assignment and preference and other similar laws of general application
affecting the enforcement of creditor’s rights;
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(b)
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no opinion is given as to the enforceability of any term providing for the severance of void, illegal
or unenforceable provisions from the remaining provisions of an agreement;
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(c)
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no opinion is given as to the enforceability of any term providing that modifications, amendments or waivers
are not binding unless in writing;
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(d)
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no opinion is given with respect to rights to indemnity and contribution;
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(e)
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the enforceability of the obligations of a party under any agreement is subject to general principles
of equity, including, without limitation:
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(i)
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concepts of materiality, reasonableness, good faith and fair dealing in performance and enforcement of
a contract required of the party seeking its enforcement;
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(ii)
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the discretion exercisable by a court with respect to equitable remedies, such as specific performance
and injunction;
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(iii)
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the discretion exercisable by a court with respect to stays of enforcement proceedings and execution of
judgments;
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(iv)
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the effect of vitiating factors, such as mistake, misrepresentation, fraud, duress or undue influence;
and
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(v)
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the discretion of a court with respect to the enforcement of provisions in an agreement to the effect
that certain factual or legal determinations, calculations or certificates will be conclusive and binding;
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(f)
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a court may reserve to itself the right to decline jurisdiction in any action if the court is an inconvenient
forum to hear the action or if concurrent proceedings are being brought elsewhere, notwithstanding any waiver of the right to raise such
objection or defence thereto;
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(g)
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the right to exercise any unilateral or unfettered discretion pursuant to an agreement will not prevent
a court from requiring such discretion to be exercised reasonably; and
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(h)
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the recoverability of costs and expenses may be limited to those a court considers to be reasonably incurred,
the costs and expenses incidental to all court proceedings are in the discretion of the court and the court has the discretion to determine
by whom and to what extent these costs shall be paid.
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The foregoing opinions are
limited to the laws of the Province of British Columbia and the federal laws of Canada applicable therein on the date of this opinion,
and we are expressing no opinion as to the effect of the laws of any other jurisdiction, domestic or foreign.
The opinion expressed in this
letter is for the sole benefit of the Company in connection with the Registration Statement. This opinion may not be relied upon by, disclosed
to, or filed with, any other person without our prior written consent.
Notwithstanding the foregoing,
we hereby consent to the filing of this opinion with the Securities Exchange Commission (the “SEC”) as an exhibit to
the Current Report on Form 8-K to be filed by the Company in connection with the offering. We also hereby consent to the use of our name
under the heading “Legal Matters” in the Base Prospectus and Prospectus Supplement which forms part of the Registration Statements.
In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the SEC promulgated thereunder.
This opinion is expressed
as of the date hereof and unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in
the facts stated or assumed herein or of any subsequent changes in applicable laws.
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Very
truly yours,
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/s/
Borden Ladner Gervais LLP
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Exhibit 99.1
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Trading Symbol: VGZ
NYSE American and TSX Stock Exchanges
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7961 Shaffer Parkway
Suite 5
Littleton, CO 80127
Phone: 720-981-1185
Fax: 720-981-1186
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Vista Gold Corp. Increases Previously Announced
Bought Deal Offering to $13.5 Million
Denver,
Colorado, (July 7, 2021) - Vista Gold Corp. (NYSE American and TSX: VGZ) (“Vista” or the “Company”)
is pleased to announce that, due to demand, the underwriters have agreed to increase the size of the previously announced public offering
and purchase on a firm commitment basis 12,272,730 units of the Company (the “Units”) at a public offering price of
US$1.10 per Unit, less underwriting discounts and commissions, for aggregate gross proceeds of approximately US$13,500,000 (the “Offering”).
Each Unit consists of one common share in the capital of the Company (each, a “Common Share”) and one-half of one Common
Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will be exercisable immediately upon issuance
for thirty six months and entitle the holder thereof to purchase one Common Share upon exercise at an exercise price of US$1.25 per Common
Share.
H.C. Wainwright & Co. is acting as sole
book-running manager for the Offering. Haywood Securities Inc. and Roth Capital Partners are acting as co-managers for the Offering.
In addition, the Company has granted the underwriters
an option, exercisable at any time and from time to time for up to 30 days, to purchase up to an additional 1,840,908 Units, and/or 1,840,908
Common Shares and/or Warrants to purchase up to 920,454 Common Shares at the public offering price per Unit, per Common Share and/or per
Warrant, respectively, less underwriting discounts and commissions, in any combination thereof so long as the aggregate number of additional
Common Shares and additional Warrants that may be issued under the option does not exceed 1,840,908 additional Common Shares and 920,454
additional Warrants.
The
Offering is expected to close on or about July 12, 2021, subject to the satisfaction of customary closing conditions, including TSX
and NYSE American approvals. For the purposes of the TSX approval, the Company intends to rely on the exemption set forth in Section 602.1
of the TSX Company Manual, which provides that the TSX will not apply its standards to certain transactions involving eligible interlisted
issuers on a recognized exchange, such as NYSE American.
The Company intends to allocate the net proceeds
from the Offering to advance programs at Mt Todd by further refining technical aspects of the project, enhancing economic returns, and
supporting the Company’s objective of securing a development partner. These programs may include additional drilling and technical
reports supported by engineering/design work and other technical studies. Remaining proceeds will be used for working capital requirements
and/or for other general corporate purposes, which include ongoing regulatory, legal and accounting expenses, management and administrative
expenses, and other corporate initiatives.
A
shelf registration statement on Form S-3 (File No. 333-239139) relating to the securities described above was filed with the
U.S. Securities and Exchange Commission (the “SEC”) on June 12, 2020, and became effective on June 24, 2020 and
an additional registration statement on Form S-3 filed pursuant to Rule 462(b) (File No. 333-257746), which became
automatically effective on July 7, 2021. The offering will be made only by means of a prospectus supplement and accompanying prospectus
that form a part of the effective shelf registration statement. A preliminary prospectus supplement and accompanying prospectus relating
to the Offering have been filed with the SEC and will be available on the SEC's website, located at www.sec.gov. Electronic
copies of the preliminary prospectus supplement and accompanying prospectus, and the final prospectus supplement and accompanying prospectus
relating to the Offering, when filed, may also be obtained from H.C. Wainwright & Co., LLC, 430 Park Avenue, New
York, NY 10022, by email at placements@hcwco.com or by phone at (212) 856-5711.
The Company will file a prospectus supplement
with the securities regulatory authorities in each province of Canada (other than Quebec) to supplement the Company’s Canadian short
form base shelf prospectus dated October 5, 2020. Before you invest, you should read the offering documents and other documents that
the Company has filed with the Canadian securities regulatory authorities for more complete information about the Company and the Offering.
A copy of the underwriting agreement will be available for free by visiting the Company’s profiles on SEDAR at www.sedar.com.
Alternatively,
a copy of the offering documents can be obtained by contacting the Company, attention: Pamela Solly, Vice President of Investor
Relations, at (720) 981-1185, 7961 Shaffer Parkway, Suite 5, Littleton, Colorado 80127.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
state or jurisdiction.
About Vista Gold Corp.
Vista is a gold project developer. The Company’s
flagship asset is the Mt Todd gold project located in the Tier 1, mining friendly jurisdiction of Northern Territory, Australia. Situated
approximately 250 km southeast of Darwin, Mt Todd is the largest undeveloped gold project in Australia and, if developed as presently
designed, would potentially be Australia’s fourth largest gold producer on an annual basis, with lowest tertile in-country and global
all-in sustaining costs. All major operating and environmental permits have now been approved.
For further information, please contact Pamela
Solly, Vice President of Investor Relations, at (720) 981-1185.
Forward Looking Statements
This press release contains forward-looking statements
within the meaning of the U.S. Securities Act of 1933, as amended, and U.S. Securities Exchange Act of 1934, as amended, and forward-looking
information within the meaning of Canadian securities laws. All statements, other than statements of historical facts, included in this
press release that address activities, events or developments that we expect or anticipate will or may occur in the future, including
such things as statements with respect to the expected closing date of the Offering, the use of proceeds from the Offering and our intent
to file the Offering Documents; our belief that Mt Todd is the largest undeveloped gold project in Australia; our expectation that Mt
Todd will be Australia’s fourth largest gold producer on an annual basis, with lowest tertile in-country and global all-in sustaining
costs; other anticipated mine development and operating costs and results at Mt Todd, and other such matters are forward-looking statements
and forward-looking information. The material factors and assumptions used to develop the forward-looking statements and forward-looking
information contained in this press release include the following: our understanding and belief of the current market conditions, approved
business plans, exploration and assay results, results of our test work for process area improvements, mineral resource and reserve estimates
and results of preliminary economic assessments, prefeasibility studies and feasibility studies on our projects, if any, our experience
with regulators, and positive changes to current economic conditions and the price of gold. When used in this press release or otherwise,
the words “optimistic,” “potential,” “indicate,” “expect,” “intend,” “hopes,”
“believe,” “may,” “will,” “if,” “anticipate,” and similar expressions are
intended to identify forward-looking statements and forward-looking information. These statements involve known and unknown risks, uncertainties
and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future
results, performance or achievements expressed or implied by such statements. Such factors include, among others, our ability to satisfy
the conditions to closing of the Offering and to use the proceeds from the Offering as expected, uncertainty of mineral resource and reserve
estimates, uncertainty as to the Company’s future operating costs and ability to raise capital; whether potential partners exist
and what views they may have regarding any transaction terms and expeditious development of the Mt. Todd project; risks relating to cost
increases for capital and operating costs; risks of shortages and fluctuating costs of equipment or supplies; risks relating to fluctuations
in the price of gold; the inherently hazardous nature of mining-related activities; whether anticipated gold recoveries and production
would be achieved; potential effects on our operations of environmental regulations in the countries in which we operate; risks due to
legal proceedings; risks relating to political and economic instability in certain countries in which we operate; uncertainty as to the
results of bulk metallurgical test work; and uncertainty as to completion of critical milestones for Mt Todd; as well as those factors
discussed under the headings “Note Regarding Forward-Looking Statements” and “Risk Factors” in the Company’s
latest Annual Report on Form 10-K and other documents filed with the U.S. Securities and Exchange Commission and Canadian securities
regulatory authorities. Although we have attempted to identify important factors that could cause actual results to differ materially
from those described in forward-looking statements and forward-looking information, there may be other factors that cause results not
to be as anticipated, estimated or intended. Except as required by law, we assume no obligation to publicly update any forward-looking
statements or forward-looking information; whether as a result of new information, future events or otherwise.
Exhibit 99.2
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Trading Symbol: VGZ
NYSE American and TSX Stock Exchanges
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7961 Shaffer Parkway
Suite 5
Littleton, CO 80127
Phone: 720-981-1185
Fax: 720-981-1186
|
Vista Gold Corp. Announces US$8 Million Bought Deal Offering
Denver,
Colorado, (July 7, 2021) - Vista Gold Corp. (NYSE American and TSX: VGZ) (“Vista” or the “Company”)
is pleased to announce that it has entered into an underwriting agreement with a syndicate of underwriters with H.C. Wainwright &
Co. acting as sole book-running manager and representative of the underwriters, under which the underwriters have agreed to purchase in
a public offering on a firm commitment basis 7,272,728 units of the Company (the “Units”) at a public offering price
of US$1.10 per Unit, less underwriting discounts and commissions, for aggregate gross proceeds of approximately US$8,000,000 (the “Offering”).
Each Unit consists of one common share in the capital of the Company (each, a “Common Share”) and one-half of one Common
Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will be exercisable immediately upon issuance
for thirty six months and entitle the holder thereof to purchase one Common Share upon exercise at an exercise price of US$1.25 per Common
Share.
H.C. Wainwright & Co. is acting as sole
book-running manager for the Offering. Haywood Securities Inc. is acting as co-manager for the Offering.
In addition, the Company has granted the underwriters
an option, exercisable at any time and from time to time for up to 30 days, to purchase up to an additional 1,090,908 Units, and/or 1,090,908
Common Shares and/or Warrants to purchase up to 545,454 Common Shares at the public offering price per Unit, per Common Share and/or per
Warrant, respectively, less underwriting discounts and commissions, in any combination thereof so long as the aggregate number of additional
Common Shares and additional Warrants that may be issued under the option does not exceed 1,090,908 additional Common Shares and 545,454
additional Warrants.
The
Offering is expected to close on or about July 12, 2021, subject to the satisfaction of customary closing conditions, including TSX
and NYSE American approvals. For the purposes of the TSX approval, the Company intends to rely on the exemption set forth in Section 602.1
of the TSX Company Manual, which provides that the TSX will not apply its standards to certain transactions involving eligible interlisted
issuers on a recognized exchange, such as NYSE American.
The Company intends to allocate the net proceeds
from the Offering to advance programs at Mt Todd by further refining technical aspects of the project, enhancing economic returns, and
supporting the Company’s objective of securing a development partner. These programs may include additional drilling and technical
reports supported by engineering/design work and other technical studies. Remaining proceeds will be used for working capital requirements
and/or for other general corporate purposes, which include ongoing regulatory, legal and accounting expenses, management and administrative
expenses, and other corporate initiatives.
A
shelf registration statement on Form S-3 (File No. 333-239139) relating to the securities described above was filed with the
U.S. Securities and Exchange Commission (the “SEC”) on June 12, 2020, and became effective on June 24, 2020 and
an additional registration statement on Form S-3 filed pursuant to Rule 462(b) (File No. 333-257746), which became
automatically effective on July 7, 2021. The offering will be made only by means of a prospectus supplement and accompanying prospectus
that form a part of the effective shelf registration statement. A preliminary prospectus supplement and accompanying prospectus relating
to the Offering have been filed with the SEC and will be available on the SEC's website, located at www.sec.gov. Electronic
copies of the preliminary prospectus supplement and accompanying prospectus, and the final prospectus supplement and accompanying prospectus
relating to the Offering, when filed, may also be obtained from H.C. Wainwright & Co., LLC, 430 Park Avenue, New
York, NY 10022, by email at placements@hcwco.com or by phone at (212) 856-5711.
The Company will file a prospectus supplement
with the securities regulatory authorities in each province of Canada (other than Quebec) to supplement the Company’s Canadian short
form base shelf prospectus dated October 5, 2020. Before you invest, you should read the offering documents and other documents that
the Company has filed with the Canadian securities regulatory authorities for more complete information about the Company and the Offering.
A copy of the underwriting agreement will be available for free by visiting the Company’s profiles on SEDAR at www.sedar.com.
Alternatively,
a copy of the offering documents can be obtained by contacting the Company, attention: Pamela Solly, Vice President of Investor
Relations, at (720) 981-1185, 7961 Shaffer Parkway, Suite 5, Littleton, Colorado 80127.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
state or jurisdiction.
About Vista Gold Corp.
Vista is a gold project developer. The Company’s
flagship asset is the Mt Todd gold project located in the Tier 1, mining friendly jurisdiction of Northern Territory, Australia. Situated
approximately 250 km southeast of Darwin, Mt Todd is the largest undeveloped gold project in Australia and, if developed as presently
designed, would potentially be Australia’s fourth largest gold producer on an annual basis, with lowest tertile in-country and global
all-in sustaining costs. All major operating and environmental permits have now been approved.
For further information, please contact Pamela
Solly, Vice President of Investor Relations, at (720) 981-1185.
Forward Looking Statements
This press release contains forward-looking statements
within the meaning of the U.S. Securities Act of 1933, as amended, and U.S. Securities Exchange Act of 1934, as amended, and forward-looking
information within the meaning of Canadian securities laws. All statements, other than statements of historical facts, included in this
press release that address activities, events or developments that we expect or anticipate will or may occur in the future, including
such things as statements with respect to the expected closing date of the Offering, the use of proceeds from the Offering and our intent
to file the Offering Documents; our belief that Mt Todd is the largest undeveloped gold project in Australia; our expectation that Mt
Todd will be Australia’s fourth largest gold producer on an annual basis, with lowest tertile in-country and global all-in sustaining
costs; other anticipated mine development and operating costs and results at Mt Todd, and other such matters are forward-looking statements
and forward-looking information. The material factors and assumptions used to develop the forward-looking statements and forward-looking
information contained in this press release include the following: our understanding and belief of the current market conditions, approved
business plans, exploration and assay results, results of our test work for process area improvements, mineral resource and reserve estimates
and results of preliminary economic assessments, prefeasibility studies and feasibility studies on our projects, if any, our experience
with regulators, and positive changes to current economic conditions and the price of gold. When used in this press release or otherwise,
the words “optimistic,” “potential,” “indicate,” “expect,” “intend,” “hopes,”
“believe,” “may,” “will,” “if,” “anticipate,” and similar expressions are
intended to identify forward-looking statements and forward-looking information. These statements involve known and unknown risks, uncertainties
and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future
results, performance or achievements expressed or implied by such statements. Such factors include, among others, our ability to satisfy
the conditions to closing of the Offering and to use the proceeds from the Offering as expected, uncertainty of mineral resource and reserve
estimates, uncertainty as to the Company’s future operating costs and ability to raise capital; whether potential partners exist
and what views they may have regarding any transaction terms and expeditious development of the Mt. Todd project; risks relating to cost
increases for capital and operating costs; risks of shortages and fluctuating costs of equipment or supplies; risks relating to fluctuations
in the price of gold; the inherently hazardous nature of mining-related activities; whether anticipated gold recoveries and production
would be achieved; potential effects on our operations of environmental regulations in the countries in which we operate; risks due to
legal proceedings; risks relating to political and economic instability in certain countries in which we operate; uncertainty as to the
results of bulk metallurgical test work; and uncertainty as to completion of critical milestones for Mt Todd; as well as those factors
discussed under the headings “Note Regarding Forward-Looking Statements” and “Risk Factors” in the Company’s
latest Annual Report on Form 10-K and other documents filed with the U.S. Securities and Exchange Commission and Canadian securities
regulatory authorities. Although we have attempted to identify important factors that could cause actual results to differ materially
from those described in forward-looking statements and forward-looking information, there may be other factors that cause results not
to be as anticipated, estimated or intended. Except as required by law, we assume no obligation to publicly update any forward-looking
statements or forward-looking information; whether as a result of new information, future events or otherwise.