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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 (Date of earliest event reported):
February 12, 2025
IVANHOE
ELECTRIC INC.
(Exact name of registrant
as specified in its charter)
| Delaware |
|
001-41436 |
|
32-0633823 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
450
E Rio Salado Parkway, Suite 130
Tempe, Arizona |
|
|
85281 |
| (Address of principal executive offices) |
|
|
(Zip Code) |
| |
|
|
|
Registrant’s telephone number, including
area code: (480) 656-5821
(Former name or former address, if changed since
last report)
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:
| ¨ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the
Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.0001 per share |
|
IE |
|
NYSE
American |
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. ¨
| Item 1.01 |
Entry into a Material Definitive Agreement. |
On February 12, 2025, Ivanhoe Electric
Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”)
with BMO Capital Markets Corp., as sole underwriter (the “Underwriter”),
related to a public offering (the “Offering”) of 10,256,411 units (the “Units”), with
each Unit consisting of one share of our common stock, par value $0.0001 per share (“Common Stock”) and one
warrant to purchase one share of Common Stock (the “Warrants”), at a public offering price of $5.85 per Unit.
The Warrants will have an exercise price of $7.00 per share, will be immediately exercisable and will expire on the 12 month anniversary
of the date of issuance.
In addition, the Company granted the Underwriter
an option exercisable for 30 days from the date of the Underwriting Agreement to purchase up to an additional 1,538,461 Units at the public
offering price less underwriting discounts and commissions; or (ii) up to 1,538,461 additional shares at a price of $5.84 per share,
less underwriting discounts and commissions; or (iii) up to 1,538,461 additional Warrants at a price of $0.01 per Warrant, less underwriting
discounts and commissions; or (iv) any combination of additional Units, shares and/or Warrants, so long as the aggregate number of
shares and Warrants that may be issued under the option does not exceed 1,538,461 shares and 1,538,461 Warrants.
The net proceeds from the Offering, are expected
to be approximately $57 million, or approximately $66 million if the option is exercised in full by the Underwriter, after deducting
the underwriting discount and estimated offering expenses, assuming no exercise of the Warrants sold in the Offering. The Company intends
to use the net proceeds from this Offering for a preliminary feasibility study on the Santa Cruz Project, land acquisition payments, drilling
and other exploration activities and for other working capital and general corporate purposes. The Offering is expected to close on February 14,
2025, subject to customary closing conditions.
The Company made certain customary representations,
warranties and covenants concerning the Company and the registration statement in the Underwriting Agreement and also agreed to indemnify
the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities
Act”). The Offering is being made pursuant to the Company’s automatic shelf registration statement on Form S-3
(File No. 333-273195), filed with the Securities and Exchange Commission (the “Commission”) and declared
effective on July 10, 2023, as supplemented by a final prospectus supplement dated February 12, 2025. This Current Report on
Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein.
The foregoing description of certain terms of
the Underwriting Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified
in its entirety by, the full text of the Underwriting Agreement which is attached as Exhibit 1.1 hereto and is incorporated by reference
herein. A copy of the opinion of Dorsey & Whitney LLP is filed as Exhibit 5.1 hereto and is incorporated by reference herein.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
IVANHOE ELECTRIC INC. |
| |
|
|
| Date: February 12, 2025 |
By: |
/s/ Taylor Melvin |
| |
|
Taylor Melvin |
| |
|
President and Chief Executive Officer |
Exhibit 1.1
10,256,411 Units
IVANHOE
ELECTRIC INC.
UNDERWRITING AGREEMENT
February 12, 2025
BMO Capital Markets Corp.
As Representative of the
Several Underwriters
c/o BMO Capital Markets Corp.
151 W 42nd St.
New York, New York 10036
Ladies and Gentlemen:
Ivanhoe Electric Inc., a Delaware
corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to sell to the several underwriters
(collectively, the “Underwriters”) named in Schedule I to this agreement (this “Agreement”),
for whom BMO Capital Markets Corp. (“BMOCM” or “you”) is acting as representative (the “Representative”),
an aggregate of 10,256,411 units (the “Firm Units”). Each Firm Unit shall consist of one share of the Company’s
common stock, $0.0001 par value per share (each, a “Firm Share” and, collectively, the “Firm Shares”)
and one warrant, with each warrant (a “Firm Warrant” and, collectively, the “Firm Warrants”) exercisable
for one share of the Company’s common stock. The Firm Warrants and Additional Warrants (as defined below), as applicable, shall
be created and issued pursuant to a Warrant Agent Agreement (the “Warrant Agent Agreement”) to be dated as of the Closing
Date (as defined below) between the Company and Computershare Inc. and Computershare Trust Company, N.A., together as warrant agent thereunder
(the “Warrant Agent”), and each Firm Warrant and Additional Warrant will entitle the holder thereof to acquire one
common share of the Company (each a “Warrant Share” and, collectively, the “Warrant Shares”) at
a price of $7.00 per Warrant Share, for a period of 12 months from the Closing Date.
The Company has also agreed
to grant to the Underwriters an option (the “Option”) to purchase up to an additional 1,538,461 units (the “Additional
Units”) if and to the extent that BMOCM shall have determined to exercise, on behalf of the Underwriters, the right to purchase
such units granted to the Underwriters in Section 1(b) hereof. Each Additional Unit shall consist of one share of the Company’s
common stock, $0.0001 par value per share (each an “Additional Share” and, collectively, the “Additional Shares”)
and one warrant, with each warrant (an “Additional Warrant” and, collectively, the “Additional Warrants”)
exercisable for one share of the Company’s common stock. The Option may be exercised by the Underwriters in respect of (i) Additional
Units at the Purchase Price (as defined below); or (ii) Additional Shares at a price of $5.6064 per Additional Share; or (iii) Additional
Warrants at a price of $0.0096 per Additional Warrant; or (iv) any combination of Additional Units, Additional Shares and/or Additional
Warrants so long as the aggregate number of Additional Shares and Additional Warrants that may be issued under the Option does not exceed
1,538,461 Additional Shares and 1,538,461 Additional Warrants. The Firm Units and the Additional Units are hereinafter collectively referred
to as the “Offered Units”, the Firm Shares and the Additional Shares are hereinafter collectively referred to as the
“Shares”, and the Firm Warrants and the Additional Warrants are hereinafter collectively referred to as the “Warrants”.
The Underwriters understand
that the Company intends to allocate $5.84 of the price as consideration for the issue of each Share and $0.01 of the price as consideration
for each Warrant.
The Company confirms as follows
its agreement with the Representative and the several other Underwriters:
1. Agreement
to Sell and Purchase.
(a) Purchase
of Firm Units. On the basis of the representations, warranties and agreements of the Company contained herein and subject to all the
terms and conditions of this Agreement, the Company agrees to sell to the several Underwriters and each of the several Underwriters, severally
and not jointly, agrees to purchase from the Company, at a purchase price per unit of $5.616 (the “Purchase Price”),
the number of Firm Units set forth opposite the name of such Underwriter in Schedule I, plus such additional number of Firm Units
which such Underwriter may become obligated to purchase pursuant to Section 8 hereof.
(b) Purchase
of Additional Units.
Subject to all the terms and conditions of this
Agreement, the Company grants the Option to the several Underwriters to purchase the Additional Units in accordance with this paragraph
and agrees to sell to the Underwriters the Additional Units, and the Underwriters shall have the right to purchase, severally and not
jointly (nor jointly and severally), up to 1,538,461 Additional Units at the Purchase Price less an amount per share equal to any dividends
or distributions declared by the Company and payable on the Firm Shares but not payable on the Additional Shares. The Option may be exercised
by the Underwriters in respect of:
(i) Additional
Units at the Purchase Price; or
(ii) Additional
Shares at a price of $5.6064 per Additional Share; or
(iii) Additional
Warrants at a price of $0.0096 per Additional Warrant; or
(iv) Any
combination of Additional Units, Additional Shares and/or Additional Warrants
so long as the aggregate number of Additional
Shares and Additional Warrants that may be issued under the Option does not exceed 1,538,461 Additional Shares and 1,538,461 Additional
Warrants.
The Option may be exercised in whole or in part
at any time and from time to time on or before the 30th day after the date of this Agreement, upon written notice (an “Option
Exercise Notice”) by the Representative to the Company no later than 12:00 noon, New York City time, at least one and no more
than five business days before the date specified for closing in the Option Exercise Notice. Any Option Exercise Notice shall specify
the number of Additional Units, Additional Shares or Additional Warrants to be purchased by the Underwriters and the date on which such
Additional Units, Additional Shares or Additional Warrants are to be purchased. On each day, if any, that Additional Units, Additional
Shares or Additional Warrants are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and
not jointly (nor jointly and severally), to purchase the number of Additional Units, Additional Shares or Additional Warrants (subject
to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional
Units, Additional Shares or Additional Warrants to be purchased on such Option Closing Date as the number of Firm Units set forth in Schedule
I hereto opposite the name of such Underwriter bears to the total number of Firm Units.
2. Delivery
and Payment.
(a) Closing.
Delivery of the Firm Shares and Firm Warrants shall be made to the Representative through the facilities of the Depository Trust Company
(“DTC”) for the respective accounts of the Underwriters against payment of the Purchase Price by wire transfer of immediately
available funds to the Company. Such payment shall be made at 9:00 a.m., New York City time, on the second business day (the third
business day, should the offering be priced after 4:00 p.m., Eastern Time) after the date on which the first bona fide offering
of the Firm Units to the public is made by the Underwriters or at such time on such other date, not later than ten business days after
such date, as may be agreed upon by the Company and the Representative (such date is hereinafter referred to as the “Closing
Date”).
(b) Option
Closing. To the extent the Option is exercised, delivery of the Additional Units, Additional Shares or Additional Warrants against
payment by the Representative (in the manner and at the location specified above) shall take place at the time and date (which may be
the Closing Date, but not earlier than the Closing Date) specified in the Option Exercise Notice.
(c) Electronic
Transfer. Electronic transfer of Offered Units shall be made at the time of purchase in such names and in such denominations as the
Representative shall specify.
(d) Stamp
Tax. The Company shall pay, bear and hold the Underwriters harmless against any stamp duty, stamp duty reserve tax, and any other
issue, transfer, registration, documentary, value added tax or sales tax or duty in any jurisdiction (“Stamp Tax”)
which is payable in connection with: (i) the execution, delivery, consummation or enforcement of this Agreement; (ii) the grant,
exercise or lapsing of the Option; (iii) the creation, allotment, or issue of any Shares or Warrants; (iv) the initial entry
of the Shares and Warrants into the facilities of DTC; (v) the acquisition of the Shares and Warrants by, or crediting or delivery
of the Shares and Warrants to or for the account of, the Underwriters (or any purchasers or subscribers procured by the Underwriters);
or (vi) the sale and/or delivery of any Shares or Warrants by any Underwriter to any initial purchaser in the manner contemplated
in this Agreement.
3. Representations
and Warranties of the Company. The Company represents and warrants to, and covenants with, each Underwriter as follows:
(a) Compliance
with Registration Requirements. An “automatic shelf registration statement” as defined in Rule 405 under the Securities
Act of 1933, as amended (the “Act”), on Form S-3 (File No. 333-273195) covering the public offer and sale
of certain securities, including the Offered Units, has been prepared by the Company under the provisions of the Act and the rules and
regulations (collectively referred to as the “Rules and Regulations”) of the Securities and Exchange Commission
(the “Commission”) thereunder, and has been filed with the Commission. Copies of such registration statement and of
each amendment thereto, if any, including the related U.S. Preliminary Prospectuses (as defined below), heretofore filed by the Company
with the Commission have been delivered or made available to the Underwriters. Such registration statement (the “Registration
Statement”), as of any time, means such registration statement as amended by any post-effective amendments thereto to such time,
including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein
at such time pursuant to Item 12 of Form S-3 under the Act and the documents otherwise deemed to be a part thereof as of such time
pursuant to Rule 430B under the Rules and Regulations (“Rule 430B”); provided, however, that the “Registration
Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as
of the time of the first contract of sale for the Offered Units, which time shall be considered the “new effective date” of
such registration statement with respect to the Offered Units within the meaning of paragraph (f)(2) of Rule 430B, including
the exhibits and schedules thereto as of such time, the documents incorporated or deemed incorporated by reference therein at such time
pursuant to Item 12 of Form S-3 under the Act and the documents otherwise deemed to be a part thereof as of such time pursuant to
Rule 430B. Each preliminary prospectus supplement relating to the Offered Units and the related base prospectus, dated July 10,
2023 and filed with the Commission as part of the Registration Statement on July 10, 2023 (the “U.S. Base Prospectus”),
in the form first furnished (electronically or otherwise) to the Underwriters for use in connection with the offering of the Offered Units
or, if not furnished to the Underwriters, in the form first filed by the Company pursuant to Rule 424(b) under the Rules and
Regulations, together with the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3
under the Act, are collectively referred to herein as a “U.S. Preliminary Prospectus.” Promptly after execution and
delivery of this Agreement, the Company will prepare and file a final prospectus supplement relating to the Offered Units in accordance
with the provisions of Rule 424(b) under the Rules and Regulations. The final prospectus supplement, in the form first
furnished or made available to the Underwriters for use in connection with the offering of the Offered Units, including the U.S. Base
Prospectus and the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under
the Act, are collectively referred to herein as the “U.S. Prospectus.” As filed, such final prospectus supplement shall
contain all information required by the Act and, except to the extent the Representative shall agree in writing to a modification, shall
be in the form furnished to the Representative prior to the filing thereof. The Registration Statement, as of the date hereof, meets the
requirements set forth in Rule 415(a)(1)(x) under the Act. The initial effective date of the Registration Statement was not
earlier than the date three years prior to the date hereof. The term “Testing-the-Waters Communication” means any oral
or written communication with potential investors in reliance on Rule 163B under the Act and Section 13.4 of National Instrument
41-101 – General Prospectus Requirements (“NI 41-101”). The term “Written Testing-the-Waters Communication”
means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 of the Rules and Regulations.
The Company is qualified under Canadian Securities Laws (as defined below), including the rules and procedures established pursuant
to National Instrument 71-101 – The Multijurisdictional Disclosure System (“NI 71-101”) (the “MJDS Procedures”),
in connection with a distribution of the Offered Units (as defined above) in each of the Canadian Qualifying Jurisdictions (as defined
below) to file a prospectus in the form of an MJDS prospectus. The Company has prepared and filed a preliminary MJDS prospectus dated
July 10, 2023 under NI 71-101 (the “Canadian Preliminary Prospectus”) and a final MJDS prospectus dated July 20,
2023 under NI 71-101 (the “Canadian Final Prospectus”), in each case, in respect of certain securities of the Company,
including the Offered Units (the “Shelf Securities”) with the British Columbia Securities Commission (the “BCSC”),
as principal regulator, and with the securities commissions or other securities regulatory authorities (“Canadian Securities
Commissions”) in each of the provinces and territories of Canada other than Québec (the “Canadian Qualifying
Jurisdictions”). The Company has obtained a receipt dated July 10, 2023 (the “Preliminary Receipt”)
from the BCSC in its capacity as principal regulator, representing the deemed receipt of each of the other Canadian Securities Commissions
in accordance with Multilateral Instrument 11-102—Passport System (“MI 11-102”) and National Policy 11-202—Process
for Prospectus Review in Multiple Jurisdictions (“NP 11-202” together with MI 11-102, the “Passport System”),
in respect of the Canadian Preliminary Prospectus, in the form heretofore delivered to the Underwriters (together with all documents filed
in connection therewith and all documents incorporated by reference therein). The Company has also obtained a receipt dated July 20,
2023 (the “Final Receipt”) from the BCSC, representing the deemed receipt of each of the other Canadian Securities
Commissions pursuant to the Passport System, in respect of the Canadian Final Prospectus in the form heretofore delivered to the Underwriters
(together with all documents filed in connection therewith and all documents incorporated by reference therein). No other document pertaining
to such Canadian Final Prospectus or document incorporated by reference therein has been filed with the BCSC as principal regulator and/or
with any of the other Canadian Securities Commissions except for any documents heretofore delivered to the Underwriters. No order having
the effect of ceasing or suspending the distribution of the Shelf Securities (including any Offered Units) has been issued by the BCSC
or any other Canadian Securities Commission and no proceeding for that purpose has been initiated or is pending or, to the Company’s
knowledge, threatened or contemplated by the BCSC or any other Canadian Securities Commission, and any request on the part of any Canadian
Securities Commission for additional information has been complied with (the Canadian Final Prospectus filed with the BCSC as principal
regulator and with each of the other Canadian Securities Commissions on or before the date of this Agreement for which a receipt has been
issued by the BCSC in its capacity as principal regulator, representing the deemed receipt of each of the other Canadian Securities Commissions
pursuant to the Passport System being hereinafter called the “Canadian Base Prospectus”). The preliminary prospectus
supplement, dated February 11, 2025, relating to the offering of the Offered Units used in Canada which excludes the public offering
price and other final terms, together with the Canadian Base Prospectus, is hereinafter called the “Canadian Preliminary Supplement”;
the prospectus supplement relating to the offering of the Offered Units, which includes the public offering price and other final terms
omitted from the Canadian Preliminary Supplement, to be filed with the BCSC as principal regulator and with each of the other Canadian
Securities Commissions in accordance with the MJDS Procedures (the “Canadian Prospectus Supplement”), together with
the Canadian Base Prospectus, is hereinafter called the “Canadian Prospectus”. As used herein, the terms “Canadian
Base Prospectus”, “Canadian Preliminary Supplement”, “Canadian Prospectus Supplement”
and “Canadian Prospectus” shall include the documents incorporated by reference therein and any supplements or amendments
thereto. For purposes of this Agreement, all references to any Canadian Preliminary Prospectus, the Canadian Final Prospectus, the Canadian
Preliminary Supplement, the Canadian Prospectus Supplement, the Canadian Prospectus or any amendment or supplement to any of the foregoing
shall be deemed to include the copy filed with the Canadian Securities Commissions pursuant to the System for Electronic Document Analysis
and Retrieval + (“SEDAR+”). All references in this Agreement to financial statements and other information which is
“contained,” “included” or “stated” (or other references of like import) in the Registration Statement,
any preliminary prospectus or the Prospectus shall be deemed to include all such financial statements and other information incorporated
or deemed incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be, prior
to the execution and delivery of this Agreement; and all references in this Agreement to amendments or supplements to the Registration
Statement, any preliminary prospectus or the Prospectus shall be deemed to include the filing of any document under the Exchange Act,
incorporated or deemed to be incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as
the case may be, at or after the execution and delivery of this Agreement. The U.S. Prospectus and the Canadian Prospectus are referred
to collectively as the “Prospectus.”
(b) Effectiveness
of Registration. The Company meets the requirements to use Form S-3 under the Act. Such Registration Statement, including any
amendments thereto filed prior to the date hereof, became effective upon filing. The Company has responded to all requests, if any, of
the Commission for additional or supplemental information. 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 threatened
by the Commission.
(c) Accuracy
of Registration Statement. Each of the Registration Statement and any post-effective amendment thereto, at the time each became effective,
complied and will comply in all material respects with the Act and the Rules and Regulations, and each of the Registration Statement,
and any post-effective amendment thereto, at the time each became effective, on the date hereof, on the Closing Date and on any Option
Closing Date, did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary in order to make the statements therein not misleading. The U.S. Prospectus, as amended or supplemented, as of its
date, the date it is first filed in accordance with Rule 424(b) and on the Closing Date and any Option Closing Date, complied
and will comply in all material respects with the Act and the Rules and Regulations, and did not or will not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements therein not misleading, in the light of the circumstances
under which they were made. Each U.S. Preliminary Prospectus, as of its date, complied in all material respects with the Rules and
Regulations and did not contain 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 were made, not misleading, and each U.S. Preliminary Prospectus
and the U.S. Prospectus delivered or made available to the Underwriters for use in connection with this offering is identical to the electronically
transmitted copies thereof filed with the Commission on its Electronic Data Gathering, Analysis and Retrieval System (or any successor
system) (“EDGAR”), except to the extent permitted by Regulation S-T. The Canadian Prospectus will, when the Canadian
Prospectus Supplement is filed, be true and correct in all material respects and contain full, true and plain disclosure of all material
facts relating to the Company and its subsidiaries and the Shares and the Warrants as required by applicable securities laws in each of
the provinces and territories in Canada (other than Québec) emanating from governmental authorities, including the respective rules and
regulations made thereunder together with applicable published national and local instruments, policy statements, notices, blanket rules and
orders of the Canadian Securities Commissions, all discretionary rulings and orders applicable to the Company, if any, of the Canadian
Securities Commissions (the “Canadian Securities Laws”). The Canadian Preliminary Supplement and the Canadian Prospectus
comply and will comply in all material respects with Canadian Securities Laws. As of the Applicable Time, the Canadian Preliminary Prospectus
was true and correct in all material respects and contained full, true and plain disclosure of all material facts relating to the Company
and its subsidiaries and the Shares and the Warrants as required by the Canadian Securities Laws. The foregoing representations and warranties
in this Section 3(c) do not apply to any statements or omissions made in reliance on and in conformity with information relating
to any Underwriter furnished in writing to the Company by the Representative specifically for inclusion in the Registration Statement
or Prospectus or any amendment or supplement thereto. For all purposes of this Agreement, the amounts of the selling concession and information
regarding stabilization set forth in the Prospectus constitute the only information (the “Underwriters’ Information”)
relating to any Underwriter furnished in writing to the Company by the Representative specifically for inclusion in the preliminary prospectus,
the Registration Statement or the Prospectus.
(d) Documents
Incorporated by Reference. The documents incorporated by reference in the Registration Statement, the Time of Sale Prospectus (as
defined below) and the Prospectus, at the time the Registration Statement became effective or when such documents were or hereinafter
are filed with the Commission, as the case may be, conformed or will conform in all material respects to the requirements of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) and Canadian Securities Laws, as applicable, and collectively
did not, do not and will not contain 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 were made, not misleading.
(e) Company
Not Ineligible Issuer. (i) At the time of filing the Registration Statement relating to the Offered Units and any post-effective
amendment thereto, (ii) at the earliest time thereafter that the Company or another offering participant made a bona fide
offer (within the meaning of Rule 164(h)(2) of the Act) of the Offered Units and (iii) as of the date of the execution
and delivery of this Agreement (with such date being used as the determination date for purposes of this clause (ii)), the Company was
not and is not an “ineligible issuer” (as defined in Rule 405 of the Rules and Regulations).
(f) Well-Known
Seasoned Issuer. (i) At the time of filing of the Registration Statement, (ii) at the time of the most recent amendment
thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment,
incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time
the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating
to the Offered Units in reliance on the exemption of Rule 163 of the Rules and Regulations and (iv) at the date hereof,
the Company was and is a “well-known seasoned issuer” as defined in Rule 405 of the Rules and Regulations (“Rule 405”).
The Company agrees to pay the fees required by the Commission relating to the Offered Units within the time required by Rule 456(b)(1) without
regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r). The Shares and Warrants, since their
registration on the Registration Statement, have been and remain eligible for registration by the Company on a Rule 405 “automatic
shelf registration statement.” The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of
the Rules and Regulations objecting to the use of the automatic shelf registration statement form.
(g) Disclosure
at the Time of Sale. As of the Applicable Time (as defined below), neither (i) the Issuer General Use Free Writing Prospectus(es)
(as defined below) issued at or prior to the Applicable Time, the most recent U.S. Preliminary Prospectus related to this offering, and
the information included on Schedule IV hereto, all considered together (the “U.S. Time of Sale Prospectus”
and together with the Canadian Preliminary Supplement, the “Time of Sale Prospectus”), nor (ii) any individual
Issuer Limited Use Free Writing Prospectus (as defined below), when considered together with the Time of Sale Prospectus, nor (iii) any
Written Testing-the-Waters Communication, when considered together with the Time of Sale Prospectus, included any untrue statement of
a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading, and the respective items set forth in clauses (i), (ii) and (iii), taken together as
described in each such clause, contain full, true and plain disclosure of all material facts relating to the Company and its subsidiaries
and the Shares and Warrants as required by Canadian Securities Laws. The preceding sentence does not apply to statements in or omissions
from the Time of Sale Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter through
the Representative specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf
of any Underwriter consists of the Underwriters’ Information.
As used in this subsection
and elsewhere in this Agreement:
“Applicable Time”
means 8:22 a.m. (New York City Time) on February 12, 2025 or such other time as agreed by the Company and the Representative.
“Issuer Free Writing
Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the Rules and Regulations,
relating to the Offered Units that (i) is required to be filed with the Commission by the Company, (ii) is a “written
communication that is a road show” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission
or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Offered 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 Commission or,
if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g); provided, however,
that a Written Testing-the-Waters Communication shall be deemed not to be an Issuer Free Writing Prospectus.
“Issuer General Use
Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors,
as evidenced by its being specified in Schedule II hereto.
“Issuer Limited Use
Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus.
(h) Issuer
Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date, does not include any information that conflicts
with the information contained in the Registration Statement, the Time of Sale Prospectus or the Prospectus, including any preliminary
or other prospectus supplement 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 based upon and in conformity with the Underwriters’ Information.
If at any time following the issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result
of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement
relating to the Offered Units, the Time of Sale Prospectus or the Prospectus, including any preliminary or other prospectus supplement
deemed to be a part thereof that has not been superseded or modified, or included or would include an untrue statement of material fact
or omitted or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing
at that subsequent time, not misleading, the Company has promptly notified or will promptly notify the Representative and has promptly
amended or will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict,
untrue statement, or omission.
(i) Distribution
of Offering Material by the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date,
any Option Closing Date and the completion of the Underwriters’ distribution of the Offered Units, any offering material in connection
with the offering or sale of the Offered Units other than any Testing-the-Waters Communication made in compliance with Section 3(vv)
hereof, the Registration Statement, the U.S. Preliminary Prospectus, the Canadian Preliminary Supplement, the Permitted Free Writing Prospectuses
reviewed and consented to by the Representative and included in Schedule II hereto, and the Prospectus.
(j) Due
Incorporation; Subsidiaries.
(i) The
Company is, and at the Closing Date will be, a corporation duly organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation. The Company has, and at the Closing Date will have, full power and authority to conduct all the activities
conducted by it, to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement,
the Time of Sale Prospectus and the Prospectus. The Company is, and at the Closing Date will be, duly licensed or qualified to do business
in and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character
of the assets owned or leased by it makes such licensing or qualification necessary, except to the extent that the failure to be so qualified
or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole.
(ii) Each
material subsidiary of the Company as listed in Schedule V hereto (each, a “Material Subsidiary”) has been duly
incorporated or organized, is validly existing as a corporation or other entity in good standing under the laws of the jurisdiction of
its incorporation or organization, has the corporate or other power and authority to own its property and to conduct its business as described
in the Registration Statement, the Time of Sale Prospectus and Prospectus and is duly qualified to transact business and is in good standing
in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except
to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its
subsidiaries, taken as a whole; all of the issued share capital or other issued equity interests of each Material Subsidiary of the Company
have been duly and validly authorized and issued, are fully paid and non-assessable and, except as set forth in the Registration Statement,
the Time of Sale Prospectus and the Prospectus, are owned directly or indirectly by the Company, free and clear of all liens, charges,
encumbrances, equities, security interests, restrictions on voting or transfer or any other claims, except for such restrictions on transfer
contained in shareholders agreements that would not have a material adverse effect on the Company and its subsidiaries taken as a whole.
Except as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, no Material Subsidiary is currently
prohibited, directly or indirectly under any agreement or instrument to which it is a party or is subject, from paying any dividends to
its shareholders, from repaying the Company or any other subsidiary of the Company any loans or advances to such Material Subsidiary from
the Company or such other subsidiary or from transferring any of such Material Subsidiary’s properties or assets to the Company
or any other subsidiary. Schedule V is a complete and accurate list of all subsidiaries that are material to the Company and its
subsidiaries, taken as a whole, including, for the avoidance of doubt, all “significant subsidiaries” of the Company as defined
in Rule 1-02(w) of Regulation S-X under the Act.
(k) Capitalization.
The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus
and the Prospectus under the caption “Capitalization.” The outstanding shares of common stock (the “Common Stock”)
and any other outstanding capital stock of the Company have been, and the Shares and Warrants will be, duly authorized, validly issued,
fully paid and non-assessable and, as of the Closing Date, except as disclosed in the Registration Statement, the Time of Sale Prospectus
and the Prospectus, will not be subject to any preemptive, first refusal, or similar right. The description of the Shares, Warrants and
Warrant Shares included in the Registration Statement at the effective date of the Registration Statement, the Time of Sale Prospectus
at the Applicable Time and the Prospectus as of its date and at the Closing Date, is or will be, as applicable, complete and accurate
in all material respects. Except as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company
does not have outstanding, and at the Closing Date and any Option Closing Date will not have outstanding, any options to purchase, or
any rights or warrants to subscribe for, or any securities or obligations convertible into, or any contracts or commitments to issue or
sell, any shares of capital stock of the Company or any such warrants, convertible securities or obligations. Except as set forth in the
Registration Statement, the Time of Sale Prospectus and the Prospectus, and except for such agreements as will terminate on or prior to
the Closing Date and be of no further force and effect thereafter, there are no stockholder agreements, voting agreements or other similar
agreements, with respect to the Company’s share capital to which the Company is a party or, to the Company’s knowledge, to
or between or among any of the Company’s shareholders. Upon the issuance and delivery pursuant to the terms of this Agreement, the
Underwriters will acquire good and marketable title to the Shares and Warrants free and clear of any lien, charge, claim, encumbrance,
pledge, security interest, defect or other restriction or equity of any kind whatsoever.
(l) Financial
Statements. The financial statements (including the related notes thereto) included or incorporated by reference in the Registration
Statement, the Time of Sale Prospectus and the Prospectus present fairly the financial condition of the Company and its consolidated subsidiaries
as of the respective dates thereof and their results of operations and cash flows for the respective periods covered thereby, comply as
to form in all material respects with the applicable requirements of Regulation S-X under the Act (“Regulation S-X”)
and Canadian Securities Laws, as applicable, and have been prepared in conformity with generally accepted accounting principles applied
in the United States on a consistent basis throughout the entire period involved. The selected financial data included in the Registration
Statement, the Time of Sale Prospectus and the Prospectus present fairly the information shown therein and have been compiled on a basis
consistent with that of the financial statements included therein and the books and records of the Company and its subsidiaries. No other
financial statements, schedules or reconciliations of “non-GAAP financial measures” (as such term is defined by the rules and
regulations of the Commission) of the Company are required by the Act, the Rules and Regulations or Canadian Securities Laws to be
included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The interactive data
in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the
Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s
rules and guidelines applicable thereto.
(m) Independent
Accountants. Deloitte LLP (the “Accountants”), who certified the financial statements of the Company and its consolidated
subsidiaries included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus, are
(i) independent accountants as required by the Act and the Rules and Regulations, by the rules of the Public Company Accounting
Oversight Board (United States) (the “PCAOB”) and by Canadian Securities Laws, (ii) in compliance with the applicable
requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X and (iii) a registered public accounting
firm as defined by the PCAOB whose registration has not been suspended or revoked and who has not requested such registration to be withdrawn.
(n) No
Material Adverse Changes. Since the respective dates as of which information is given in the Registration Statement and the Prospectus
and prior to the Closing Date and any Option Closing Date, except as set forth in the Registration Statement, the Time of Sale Prospectus
and the Prospectus, (i) there has not been a material adverse change, or any development that would be expected to result in a material
adverse change, in or affecting the business, properties, assets, management, business prospects, condition (financial or otherwise),
results of operations or capitalization of the Company and its subsidiaries, taken as a whole, arising for any reason whatsoever (a “Material
Adverse Change”), (ii) the Company has not incurred, nor will it incur, any material liabilities or obligations, direct
or contingent, nor has it entered into, nor will it enter into, any material transactions not in the ordinary course of business, other
than pursuant to this Agreement and the transactions referred to herein, (iii) the Company has not and will not have paid or declared
any dividends or other distributions of any kind on any class of its capital stock and (iv) the Company has not materially altered
its method of accounting.
(o) Investment
Company. The Company is not, and, after giving effect to the issuance and sale of the Offered Units and the use of the proceeds therefrom
as described in the Time of Sale Prospectus and the Prospectus, will not be, an “investment company” or an “affiliated
person” of, or “promoter” or “principal underwriter” for, an “investment company,” as such terms
are defined in the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission promulgated thereunder.
(p) Litigation.
Except as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there are no actions, suits or proceedings
pending, or to the Company’s knowledge, threatened against, the Company or any of its subsidiaries or any of their respective officers
in their capacity as such, before or by any foreign, federal or state court, commission, regulatory body, including the Financial Industry
Regulatory Authority, Inc. (“FINRA”), the Toronto Stock Exchange (the “TSX”) and the NYSE American
LLC (the “NYSE American”), administrative agency or other governmental body, domestic or foreign, wherein an unfavorable
ruling, decision or finding would reasonably be expected to (i) have a material adverse effect on the business, properties, assets,
management, business prospects, condition (financial or otherwise), results of operations or capitalization of the Company and its subsidiaries,
taken as a whole, or (ii) prevent or materially interfere with the consummation of the transactions contemplated hereby or the performance
by the Company of its obligations hereunder or pursuant to the Warrant Agent Agreement (any such effect, prevention or interference, a
“Material Adverse Effect”). The Company has not received any notice of proceedings relating to the revocation or modification
of any material authorization, approval, order, license, certificate, franchise or permit. There are no pending investigations known to
the Company involving the Company by any governmental agency having jurisdiction over the Company or its business or operations.
(q) Compliance
with Laws and Regulations and Performance of Obligations and Contracts. The Company and its subsidiaries have, and at the Closing
Date and any Option Closing Date will have, (i) complied in all material respects with all laws, regulations and orders applicable
to it or its business and (ii) performed all obligations required to be performed by it, and is not, and at the Closing Date will
not be, in default under any indenture, mortgage, deed of trust, voting trust agreement, loan agreement, bond, debenture, note agreement,
lease, license, agreement pursuant to which the Company and its subsidiaries hold their property and assets (including any interest in,
or right to earn an interest in or acquire mineral production from any property) or other agreement or instrument (individually, a “Contract”
and collectively, “Contracts”) to which it is a party or by which its property is bound, in any such case which non-performance,
default or event, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. To the knowledge
of the Company, no other party under any Contract to which it is a party is in default in any respect thereunder or has given written
or oral notice to the Company of such other party’s intention to terminate, cancel or refuse to renew any Contract. The Company
is not now, and at the Closing Date will not be, in violation of any provision of its certificate of incorporation or by-laws. The disclosures
included in the Registration Statement, the Time of Sale Prospectus and the Prospectus concerning the effects of federal, state, local
and foreign laws, rules and regulations on the business of the Company as currently conducted and as proposed to be conducted, to
the extent such disclosures summarize such rules and regulations, are accurate in all material respects.
(r) No
Consent of Governmental Body Needed. No consent, approval, authorization, license, registration, qualification or order of, or any
filing or declaration with, any court or arbitrator or governmental or regulatory authority, agency or body is required in connection
with the authorization, issuance, transfer, sale or delivery of the Offered Units by the Company, in connection with the execution, delivery
and performance of this Agreement or the Warrant Agent Agreement by the Company or in connection with the taking by the Company of any
action contemplated hereby and thereby, except (i) as have been obtained under the Act, the filing of the U.S. Prospectus with the
Commission and such as may be required under state securities or Blue Sky laws or the by-laws and rules of FINRA and the NYSE American
and the TSX in connection with the purchase and distribution by the Underwriters of the Offered Units to be sold by the Company or (ii) filing
of the Canadian Prospectus Supplement not yet filed on the date hereof, following its execution, with the applicable Canadian Securities
Commissions.
(s) Agreement
Duly Authorized. The Company has full corporate power and authority to enter into this Agreement. This Agreement has been duly authorized,
executed and delivered by the Company.
(t) No
Conflicts. The execution and delivery by the Company of this Agreement and the Warrant Agent Agreement and the performance of this
Agreement and the Warrant Agent Agreement, the consummation of the transactions contemplated hereby and thereby, and the application of
the net proceeds from the offering and sale of the Offered Units to be sold in the manner set forth in the Time of Sale Prospectus and
the Prospectus under “Use of Proceeds” do not and will not (i) violate the certificate of incorporation or by-laws of
the Company or (ii) result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of the Company
or any Material Subsidiary pursuant to the terms or provisions of, or result in a breach or violation of any of the terms or provisions
of, or constitute a default under, or give any other party a right to terminate any of its obligations under, or result in the acceleration
of any obligation under any Contract to which the Company or any of its Material Subsidiaries is a party or by which the Company or any
of its Material Subsidiaries or any of its properties is bound, or violate or conflict with any judgment, ruling, decree, order, law,
statute, rule or regulation of any court or other governmental agency or body applicable to the business or properties of the Company
or any of its Material Subsidiaries, except, in the case of clause (ii), as would not reasonably be expected, individually or in the aggregate,
to have a Material Adverse Effect.
(u) Title
to Real and Personal Property. Except for those real properties and real property interests addressed in Section 3(pp), the Company
and its subsidiaries have good and marketable title to all real and personal property described in the Registration Statement, the Time
of Sale Prospectus and the Prospectus as being owned respectively by them, in each case, free and clear of all liens, charges, encumbrances
or restrictions, except as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, or as are not, individually
or in the aggregate, material to the business of the Company. The Company and its subsidiaries have valid, subsisting and enforceable
leases for any real or personal property leased by them as described in the Time of Sale Prospectus and the Prospectus, with such exceptions
as do not materially interfere with the use made and proposed to be made of such real or personal property by the Company and its subsidiaries.
(v) No
Material Acquisitions or Dispositions. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus,
neither the Company nor its subsidiaries has approved, has entered into, or has any knowledge of any binding agreement in respect of (X) the
purchase of any material property or assets or any interest therein or the sale, transfer or other disposition of any material property
or assets or any interest therein currently owned, directly or indirectly, by the Company or its subsidiaries, whether by asset sale,
transfer of shares or otherwise, (Y) the change of control (by sale or transfer of shares or sale of all or substantially all of
the property and assets of the Company or its subsidiaries or otherwise) of the Company or its subsidiaries, or (Z) a proposed or
planned disposition of shares by any stockholder who owns, directly or indirectly, 10% or more of the outstanding shares of the Company
or its subsidiaries.
(w) Material
Interests and Third Party Properties. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus,
the Company does not have any information or knowledge of any fact relating to its interests in any mining or development projects or
properties (the “Mineral Interests”), which would, singly or in the aggregate, reasonably be expected to result in
a Material Adverse Effect. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company
does not have any knowledge that (A) any owner or operator (an “Operator”) of a property which is subject to a
Mineral Interest (a “Material Third Party Property”) does not hold all requisite licenses, registrations, qualifications,
permits and consents necessary or appropriate for carrying on its respective business as currently carried on with respect to the Material
Third Party Property and that such licenses, registrations, qualifications, permits and consents are invalid and are not subsisting and
in good standing in accordance with applicable laws; and (B) any Operator has received any notice of proceedings relating to the
revocation or adverse modification of any material mining license, registration, qualification or permit, or that any Operator has received
notice of the revocation or cancellation of, or any intention to revoke or cancel, any mining rights, exploration or prospecting rights,
concessions or licenses with respect to any Material Third Party Property.
(x) Documents
Described in Registration Statement. There is no document or Contract of a character required to be described in the Registration
Statement, the Time of Sale Prospectus and the Prospectus or to be filed as an exhibit to the Registration Statement that is not described
or filed as required. All such documents and Contracts described in the Registration Statement, the Time of Sale Prospectus and the Prospectus
or filed as an exhibit to the Registration Statement were duly authorized, executed and delivered by the Company, constitute valid and
binding agreements of the Company and are enforceable against the Company in accordance with the terms thereof.
(y) No
Untrue Statement; Statistical and Market Data. No statement, representation, warranty or covenant made by the Company in this Agreement
or made in any certificate or document required by this Agreement to be delivered to Representative was or will be, when made, inaccurate,
untrue or incorrect in any material respect. All statistical or market-related data included in the Registration Statement, the Time of
Sale Prospectus and the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate in all material
respects, and the Company or the Representative have obtained the written consent to the use of such data from such sources to the extent
required.
(z) No
Price Stabilization or Manipulation. Neither the Company nor any of its directors, officers or controlling persons has taken, directly
or indirectly, any action intended to cause or result in, or which might reasonably be expected to cause or result in, or which has constituted,
stabilization or manipulation, under the Act or otherwise, of the price of any security of the Company to facilitate the sale or resale
of the Shares and Warrants.
(aa) No
Registration Rights. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, no holder
of securities of the Company has rights to register any securities of the Company because of the filing of the Registration Statement,
the Time of Sale Prospectus, the Prospectus or the offering of the Offered Units, except for rights that have been duly waived by such
holder, have expired or will expire as a result of the offering of the Offered Units.
(bb) Stock
Exchange Listing. As of the Closing Date, the Shares and Warrant Shares will have been approved for listing on the NYSE American,
subject only to official notice of issuance. As of the Closing Date, the Shares and Warrant Shares will have been conditionally approved
for listing and posting for trading on the TSX and bulletins will have been issued by the TSX outlining the effective listing of the Shares
and Warrant Shares prior to the Closing Date or the Option Closing Date, as the case may be, subject only to the satisfaction by the Company
of customary conditions imposed by the TSX in similar circumstances.
(cc) Labor
Matters. Neither the Company nor any of its Material Subsidiaries is involved in any labor dispute except where the dispute would
not, individually or in the aggregate, have a Material Adverse Effect, nor, to the knowledge of the Company, is any such dispute threatened.
(dd) No
Unlawful Payments. Neither the Company nor any of its subsidiaries, nor any director or officer of the Company or its subsidiaries,
nor, to the knowledge of the Company, any agent or employee of the Company or its subsidiaries, affiliate or other person acting on behalf
of the Company or its subsidiaries, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other
unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of
any direct or indirect unlawful payment of corporate funds or benefit to any foreign or domestic government or regulatory official or
employee, including, without limitation, of any government-owned or controlled entity or of a public international organization, or any
person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate
for political office; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended,
the Corruption of Foreign Public Officials Act (Canada), the U.K. Bribery Act 2010, or any applicable law or regulation implementing the
OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense under
any other applicable anti-bribery or anti-corruption laws; or (iv) made, offered, agreed, requested or taken an act in furtherance
of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other
unlawful or improper payment or benefit. The Company has instituted, maintained and enforced, and will continue to maintain and enforce,
policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.
(ee) Compliance
with Anti-Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance
with all applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions Reporting
Act of 1970, as amended, those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering
statutes of all jurisdictions in which the Company and its subsidiaries conduct business, the rules and regulations thereunder and
any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental or regulatory agency (collectively,
the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency,
authority or body or any arbitrator involving the Company or its subsidiaries with respect to the Anti-Money Laundering Laws is pending
or, to the knowledge of the Company, threatened.
(ff) No
Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, nor any director or officer of the Company or its
subsidiaries, nor, to the knowledge of the Company, any agent, employee or representative of the Company or its subsidiaries, affiliate
or other person acting on behalf of the Company or its subsidiaries is currently the subject or target of any sanctions administered or
enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department or
the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked
person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority
(collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country
or territory that is the subject or the target of Sanctions, including, without limitation, the Crimea Region of Ukraine, the so-called
Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea and Syria (each, a “Sanctioned
Country”); and the Company will not directly or indirectly use the proceeds of the offering of the Offered Units hereunder,
or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to
fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or
the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any
other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter,
advisor, investor or otherwise) of Sanctions. Since the date of its initial incorporation, the Company and its subsidiaries have not knowingly
engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any person that at the time of
the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.
(gg) Taxes.
The Company and its Material Subsidiaries have filed, or otherwise obtained extensions in respect of the filing of, all federal, state
and foreign income and franchise tax returns and have paid all taxes required to be filed or paid by them with the United States Internal
Revenue Services, the Canada Revenue Agency or any other federal, state, provincial, local or foreign entity responsible for the imposition,
collection or administration of taxes in any jurisdiction and, if due and payable, any related or similar assessment, fine or penalty
levied against them. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in
Section 3(l) hereof in respect of all material federal, state and foreign income and franchise taxes for all periods as to which
the tax liability of the Company has not been finally determined. The Company and its Material Subsidiaries are not aware of any material
claims against them by any taxing authority in relation to the filing of tax returns or the payment of required taxes.
(hh) Insurance.
The Company and its Material Subsidiaries carry, or are covered by, insurance in such amounts and covering such risks as the Company believes
are adequate for the conduct of their business and the value of their properties and is customary for companies engaged in similar industries,
and all such insurance is in full force and effect. The Company has no reason to believe that it and its Material Subsidiaries will not
be able to (i) renew their existing insurance coverage as and when such policies expire or (ii) obtain comparable coverage from
similar institutions as may be necessary to conduct their business as currently conducted. Neither the Company nor any of its Material
Subsidiaries has been denied any insurance coverage which it has sought or for which it has applied.
(ii) Benefit
Plans. The Company has not maintained or contributed to a defined benefit plan as defined in Section 3(35) of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”). No plan maintained or contributed to by the Company that is subject
to ERISA (an “ERISA Plan”) (or any trust created thereunder) has engaged in a “prohibited transaction”
within the meaning of Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”)
that could subject the Company to any material tax penalty on prohibited transactions and that has not adequately been corrected. Each
ERISA Plan is in compliance in all material respects with all reporting, disclosure and other requirements of the Code and ERISA as they
relate to such ERISA Plan, except for any noncompliance which would not result in the imposition of a material tax or monetary penalty.
With respect to each ERISA Plan that is intended to be “qualified” within the meaning of Section 401(a) of the Code,
either (i) a determination letter has been issued by the Internal Revenue Service stating that such ERISA Plan and the attendant
trust are qualified thereunder, or (ii) the remedial amendment period under Section 401(b) of the Code with respect to
the establishment of such ERISA Plan has not ended and a determination letter application will be filed with respect to such ERISA Plan
prior to the end of such remedial amendment period. The Company has never completely or partially withdrawn from a “multiemployer
plan,” as defined in Section 3(37) of ERISA.
(jj) Title
to Intellectual Property. Except as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company
and its subsidiaries own, have valid and enforceable licenses for, or otherwise have adequate rights to use all technology (including
but not limited to patented, patentable and unpatented inventions and unpatentable proprietary or confidential information, systems or
procedures), designs, processes, licenses, patents, trademarks, service marks, trade secrets, trade names, know how, copyrights and other
works of authorship, computer programs, technical data and information and all similar intellectual property or proprietary rights (including
all registrations and applications for registration of, and all goodwill associated with, any of the foregoing, as applicable) (collectively,
“Intellectual Property”) that are material to their business as currently conducted or as proposed to be conducted
or to the development, manufacture, operation and sale of any products and services sold or currently proposed to be sold by any of the
Company or its subsidiaries, except where the failure to own, license or otherwise have rights to such Intellectual Property would not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Intellectual Property of the Company and
its subsidiaries has not been adjudged by a court or other administrative body of competent jurisdiction to be invalid or unenforceable
in whole or in part, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (i) to the knowledge of the Company,
there are no third parties who have established or are able to establish, rights to any Intellectual Property owned by, or licensed to,
the Company or its subsidiaries, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which
the Registration Statement, the Time of Sale Prospectus and the Prospectus disclose is licensed to the Company; (ii) to the knowledge
of the Company, there is no infringement, misappropriation or other violation by third parties of any Intellectual Property owned by,
or licensed to, the Company or its subsidiaries; (iii) there is no pending or, to the knowledge of the Company, threatened action,
suit, proceeding or claim by others challenging the Company’s or any of its subsidiaries’ rights in or to any Intellectual
Property owned by, or licensed to, the Company or its subsidiaries; (iv) there is no pending or, to the knowledge of the Company,
threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Intellectual Property
owned by, or licensed to, the Company and its subsidiaries; (v) there is no pending or, to the knowledge of the Company, threatened
action, suit, proceeding or claim by others that (nor has the Company or any of its subsidiaries received any written claim from a third
party that) the Company or its subsidiaries infringe, misappropriate or otherwise violate, or would, upon the commercialization of any
product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe,
misappropriate or otherwise violate, any Intellectual Property rights of others; (vi) the Company and its subsidiaries have complied
in all material respects with and there has been no material breach or default under the terms of each agreement pursuant to which Intellectual
Property has been licensed to the Company and its subsidiaries, and all such agreements which are material to the Company’s business
are in full force and effect; and (vii) there is no patent or patent application that contains claims that interfere with the issued
or pending claims of any of the Intellectual Property owned by or licensed to the Company or its subsidiaries or that challenges the validity,
enforceability or scope of any such Intellectual Property; except, in each case of (i) through (vii), as would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth in the Registration Statement, the
Time of Sale Prospectus and the Prospectus, the Company and its subsidiaries are not obligated or under any liability whatsoever to make
any material payment by way of royalties, fees or otherwise to any owner or licensor of, or other claimant to, any Intellectual Property,
with respect to the use thereof or in connection with the conduct of their respective businesses or otherwise.
(kk) Trademarks.
The Company and its subsidiaries own, or otherwise have the full right to use, all material trademarks and trade names that are used in
or reasonably necessary for the conduct of their business as described in the Registration Statement, the Time of Sale Prospectus and
the Prospectus. The Company has not received any notice of infringement of or conflict with asserted rights of others with respect to
any such material trademarks or trade names, or challenging or questioning the validity or effectiveness of any such material trademark
or trade name. To the Company’s knowledge, the use of such material trademarks and trade names in connection with the business and
operations of the Company and its subsidiaries does not infringe on the rights of any person. The Company and its subsidiaries are not
obligated or under any liability whatsoever to make any payment by way of royalties, fees or otherwise to any owner or licensee of, or
other claimant to, any material trademark, service marks or trade name with respect to the use thereof or in connection with the conduct
of their business or otherwise.
(ll) Protection
of Intellectual Property. The Company and its subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality
and value of all their Intellectual Property in all material respects.
(mm) Related
Party Transactions. There are no business relationships or related party transactions involving the Company or any other person required
to be described in the Registration Statement, the Time of Sale Prospectus and the Prospectus that have not been described. Without limiting
the generality of the immediately preceding sentence, no relationship, direct or indirect, exists between or among the Company on the
one hand, and the directors, officers or stockholders holding 5% or more of the Company’s outstanding stock on the other hand, that
is required to be described in the Registration Statement, the Time of Sale Prospectus and the Prospectus and that is not so described.
Since inception, the Company has not, directly or indirectly, extended or maintained credit, arranged to extend credit, or renewed any
extension of credit, in the form of a personal loan, to or for any director or executive officer of the Company, or to or for any family
member or affiliate of any director or executive officer of the Company in violation of applicable laws, including Section 13(k) of
the Exchange Act.
(nn) Environmental
Matters. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus (i) each of the Company
and its subsidiaries is and has been in compliance with, and is not subject to any pending, or to the knowledge of the Company, threatened,
costs or liability under, any and all federal, state, local and non-U.S. statutes, laws, rules, regulations, ordinances, codes, other
requirements or rules of law (including common law) and judicial or administrative decisions or orders, relating to pollution, the
generation, use, handling, transportation, treatment, storage, discharge, disposal or release of hazardous substances, the protection
or restoration of the environment, human health and safety, noise or the protection of natural resources, including wildlife, migratory
birds, eagles or endangered or threatened species or habitats (collectively, “Environmental Laws”), (ii) neither
the Company nor any of its subsidiaries owns, occupies, operates, leases or uses any real property contaminated with Hazardous Substances,
(iii) neither the Company nor any of its subsidiaries is conducting or funding any investigation, remediation, remedial action or
monitoring of actual or suspected Hazardous Substances in the environment, (iv) neither the Company nor any of its subsidiaries is
liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage
or disposal site, (v) neither the Company nor any of its subsidiaries, nor to the knowledge of the Company, any principal supplier,
manufacturer or contractor of the Company or any of its subsidiaries, is subject to any claim, action, suit, order, demand or notice by
any governmental agency or governmental body or person relating to Environmental Laws or Hazardous Substances, (vi) the Company and
its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification
numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses, except in each case covered
by clauses (i) – (vi) such as would not individually or in the aggregate reasonably be expected to result in a Material
Adverse Effect; (b) there are no proceedings that are pending, or to the knowledge of the Company threatened, against the Company
or any of its subsidiaries pursuant to any Environmental Laws by a governmental authority, other than such proceedings for which it is
reasonably believed no monetary sanctions of $100,000 or more will be imposed; and (c) there are no costs or expenditures (including
capital expenditures) under or pursuant to Environmental Laws that would reasonably be expected to have a material effect on the capital
expenditures, earnings or competitive position of the Company and its subsidiaries. For purposes of this subsection, “Hazardous
Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing
materials, polychlorinated biphenyls and mold, and (B) any other chemical, material or substance defined as toxic or hazardous or
as a pollutant, contaminant or waste or words of similar import, or regulated or that can form the basis for liability, under Environmental
Laws.
(oo) Technical
Information. All technical information set forth in the Registration Statement, the Time of Sale Prospectus, the Prospectus and the
Permitted Free Writing Prospectuses, if any, has been reviewed by the Company or independent consultants to the Company and all such information
has, to the extent required, been prepared in accordance with National Instrument 43-101 — Standards for Disclosure for Mineral
Projects (“NI 43-101”) by or under the supervision of a qualified person as defined therein and, in the case of the
Registration Statement, the U.S. preliminary prospectus and the U.S. Prospectus, in accordance with Items 1300 — 1305 of Regulation
S-K under the Exchange Act; the methods used in estimating the Company’s mineral resources are in accordance with accepted mineral
resource estimation practices and the assumptions underlying such resource estimates are reasonable and appropriate; the Company has duly
filed with the Canadian Securities Commissions or the Commission, as the case may be, all technical reports required by NI 43-101 or Item
1302 of Regulation S-K of the Exchange Act, as applicable, and all such reports complied at the time thereof in all material respects
with the requirements thereof;
(pp) Interests
in Mineral Properties. (i) With respect to any interests in patented mining claims or private lands, in each case in the United
States, owned by the Company or its subsidiaries or in which they hold a contractual interest (including through any option agreement
or earn-in agreement) (“Patented Claims”), except as set forth in the Registration Statement (excluding the exhibits
thereto), the Time of Sale Prospectus and the Prospectus, the Company or its subsidiaries owns or controls the minerals within or extralateral
rights derived from, and owns or controls or has other enforceable legal rights to use the surface of, those Patented Claims as is reasonably
sufficient to allow the Company to conduct its business as presently conducted or the exploration activities proposed to be conducted
by the Company as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, except as would not reasonably
be expected, individually or in the aggregate, to have a Material Adverse Effect, and (ii) all interests in unpatented mining claims,
concessions, mining leases, leases of occupation, exploitation or extraction rights, participating interests or other property interests
or rights or similar rights in the United States (together with the Patented Claims, “U.S. Mining Claims”) that are
held by the Company or any of its subsidiaries are in good standing, are valid and enforceable (provided, however, that with respect to
each of the unpatented mining claims owned or leased by the Company or any of its subsidiaries (the “Claims”), the
Company represents and warrants only that (A) subject to the paramount title of the United States and the rights of third parties
to use of the surface, the Company or its subsidiaries hold the possessory interest therein; (B) to the Company’s knowledge
the Claims were properly laid out and monumented on available public domain land open to location by mineral location; (C) to the
Company’s knowledge location notices or certificates were timely and properly recorded and filed with the appropriate governmental
agencies, and all payments required in connection therewith were timely and properly made; (D) all claim maintenance and related
fees have been timely paid as required by law in order to hold the Claims; and (E) all affidavits of assessment of work (from and
after October 21, 1979), notices of intent to hold, evidence of payment of claim maintenance fees, and other filings required to
maintain the Claims in good standing have been timely and properly recorded or filed with the appropriate governmental agencies, and such
U.S. Mining Claims are free and clear of any material liens or charges, and no material royalty is payable in respect of any of them,
except, in each instance, as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus), or as would not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; there are no expropriations or similar proceedings
or any material challenges to title or ownership, actual or threatened, of which the Company or its subsidiaries has received notice against
the U.S. Mining Claims or any part thereof; except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus,
no other mineral title, surface or other rights are necessary for the conduct of the Company’s business as presently conducted or
the exploration activities proposed to be conducted by the Company as described in the Registration Statement, the Time of Sale Prospectus
and the Prospectus (and subject to the limitations described therein) or the lack of which rights would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect, and there are no material restrictions on the ability of the Company and its
subsidiaries to use or otherwise exploit any such property rights; except as disclosed in the Registration Statement, the Time of Sale
Prospectus and the Prospectus, or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect,
the Company or its subsidiaries hold or have a contractual right to acquire all U.S. Mining Claims required by the Company and its subsidiaries
to exploit the development potential of the properties of the Company and its subsidiaries for the purposes described in the Registration
Statement, the Time of Sale Prospectus and the Prospectus. The Company or its subsidiaries are the holders of all of their respective
mineral interests (including mining, exploration or prospecting rights, concessions or licenses, fee interests, or similar interests as
applicable in the applicable jurisdiction) located outside of the United States (the “International Mining Claims”),
under valid and subsisting title documents, or other recognized and enforceable agreements or instruments, each as described in the Registration
Statement, the Time of Sale Prospectus and the Prospectus as being held respectively by them, free and clear of any encumbrances, liens,
charges or restrictions, and no material royalty is payable in respect of any such claims, in each case except as set forth in the Registration
Statement, the Time of Sale Prospectus and those that would not reasonably be expected to interfere with the exploration of the property
or mineral project that is the subject of the International Mining Claims. The Company or its subsidiaries have complied in all material
respects with the applicable requirements of the jurisdictions in which the International Mining Claims are located in respect of such
claims, including obtaining such licenses and permits, paying such fees and taking such steps as are required to establish and maintain
its interest in such claims under applicable rules and regulations, in each case except as would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.
(qq) Controls
and Procedures.
(i) Disclosure
Controls and Procedures. The Company has established and maintains disclosure controls and procedures (as such term is defined in
Rules 13a-15 and 15d-15 under the Exchange Act) that (A) are designed to ensure that material information relating to the Company
and its subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within
those entities; (B) provide for the periodic evaluation of the effectiveness of such disclosure controls and procedures on a quarterly
basis; and (C) are effective in all material respects to perform the functions for which they were established.
(ii) Internal
Control Over Financial Reporting and Internal Accounting Controls. The Company maintains (i) effective “internal control
over financial reporting” as defined in, and in compliance with, Rules 13a-15 and 15d-15 under the Exchange Act, and (ii) a
system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance
with management’s general or specific authorizations; (B) transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles and to maintain asset accountability; (C) access to assets
is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for
assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
(iii) No
Material Weakness in Internal Controls. Since the end of the Company’s most recent audited fiscal year, there has been (A) no
material weakness (as defined in Rule 1-02 of Regulation S-X) in the Company’s internal control over financial reporting (whether
or not remediated) and (B) 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 is not aware
of (x) any significant deficiency in the design or operation of its internal control over financial reporting which is reasonably
likely to adversely affect the Company’s ability to record, process, summarize and report financial data or any material weaknesses
in its internal controls since the end of the Company’s most recent audited fiscal year; or (y) any fraud, whether or not material,
that involves management or other employees who have a significant role in the Company’s internal controls.
(rr) Off-Balance
Sheet Transactions. Except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there are no
off-balance sheet transactions (including, without limitation, transactions related to, and the existence of, “variable interest
entities” within the meaning of Financial Accounting Standards Board Accounting Standards Codification Topic 810), arrangements,
obligations (including contingent obligations), or any other relationships with unconsolidated entities or other persons, that may have
a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations,
liquidity, capital expenditures, capital resources, or significant components of revenues or expenses.
(ss) Sarbanes-Oxley.
The Company is, and after giving effect to the offering and sale of the Offered Units will be, in compliance in all material respects
with all applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission promulgated thereunder.
(tt) Accurate
Disclosure. The statements included in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions
“Certain United States Federal Income Tax and Estate Tax Consequences to Non-U.S. Holders,” “Canadian Federal Income
Tax Considerations,” “Eligibility for Investment,” “Description of Capital Stock,” and “Underwriting”
(other than the Underwriters’ Information) and the statements in the Registration Statement under Items 14 and 15 thereof, insofar
as such statements contain descriptions of the terms of statutes, rules, regulations or legal or governmental proceedings, or contracts
or other documents, are fair and accurate in all material respects.
(uu) Licenses
and Permits. Except as would not, individually or in the aggregate, have a Material Adverse Effect, (i) the Company and its Material
Subsidiaries hold, and are operating in compliance with, such permits, licenses, franchises, registrations, exemptions, approvals, authorizations
and clearances of any governmental authorities required for the conduct of their business as currently conducted (collectively, the “Permits”),
and all such Permits are in full force and effect; and (ii) the Company and its Material Subsidiaries have fulfilled and performed
all of their obligations with respect to the Permits, and, to the Company’s knowledge, no event has occurred which allows, or after
notice or lapse of time would allow, revocation or termination thereof or results in any other impairment of the rights of the holder
of any Permit. The Company and its subsidiaries have not received any notification, correspondence or any other written or oral communication,
including notification of any pending or, to the Company’s knowledge, threatened claim, suit, proceeding, hearing, enforcement,
investigation, arbitration or other action from any governmental authority of potential or actual material non-compliance by, or material
liability of, the Company or a Material Subsidiary under any Permits. To the Company’s knowledge, there are no facts or circumstances
that would reasonably be expected to give rise to any material liability of the Company or a Material Subsidiary under any Permits.
(vv) Testing-the-Waters
Communications. The Company (i) has not engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications
with the consent of the Representative with entities that the Company reasonably believed to be qualified institutional buyers within
the meaning of Rule 144A under the Act or institutions that the Company reasonably believed to be accredited investors within the
meaning of Rule 501 under the Act or, if the Testing-the-Waters Communications were made in Canada, individuals and entities that
have been identified by the Underwriters as being, or that otherwise to the knowledge of the Company are, accredited investors within
the meaning of NI 41-101 and (ii) has not authorized anyone other than the Representative to engage in Testing-the-Waters Communications.
The Company reconfirms that the Representative has been authorized to act on its behalf in undertaking Testing-the-Waters Communications
and has not engaged in any Testing-the-Waters Communications in Canada in the 15 days prior to the date of the Canadian Preliminary Supplement.
The Company has not distributed or approved for distribution any Written Testing-the-Waters Communications other than those listed on
Schedule III hereto. Each Written Testing-the-Waters Communication listed on Schedule III hereto did not, as of the Applicable
Time, and at all times through the completion of the public offer and sale of the Offered Units will not, include any information that
conflicted, conflicts or will conflict with the information contained in the Registration Statement, the Time of Sale Prospectus or the
Prospectus.
(ww) No
Rating. Neither the Company nor any of its subsidiaries has debt securities or preferred stock that is rated by any “nationally
recognized statistical rating organization” (as such term is defined in Section 3(a)(62) of the Exchange Act).
(xx) No
Broker’s Fees. The Company is not a party to any contract, agreement or understanding with any person (other than this Agreement)
that would give rise to a valid claim against the Company or any Underwriter for a brokerage commission, finder’s fee or like payment
in connection with the offering and sale of the Offered Units.
(yy) Canadian
Securities Commissions. None of the Canadian Securities Commissions, nor comparable Canadian authority, has issued any order: (i) requiring
trading in any of the Company’s securities to cease, (ii) preventing or suspending the use of the Time of Sale Prospectus and
the Prospectus, or (iii) preventing the distribution of the Shares or Warrants in any province or territory of Canada. The Company
has not been informed that any such proceedings have been instituted for that purpose and, to the knowledge of the Company, no such proceedings
are pending or contemplated.
(zz) Insolvency.
No event of insolvency has occurred in relation to the Company or its subsidiaries, nor is there, nor will there be at the Closing Date,
any act which has occurred or, to the best of the Company’s knowledge, is anticipated to occur which is likely to result in an event
of insolvency in relation to the Company or its subsidiaries.
(aaa) Cybersecurity.
(i)(x) Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, to the Company’s
knowledge, there has been no security breach or other compromise of or relating to any of the Company’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 has 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, except as would not, in the case of this clause (i), individually
or in the aggregate, have a Material Adverse Effect; (ii) the Company is presently in compliance with all applicable laws or statutes
and all judgments, orders, rules and regulations of any court or arbitrator or governmental 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, in the case of this clause (ii), individually
or in the aggregate, have a Material Adverse Effect; (iii) the Company has 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 has implemented commercially reasonable backup and disaster recovery technology consistent
with industry standards and practices.
(bbb) Warrant
Agent Agreement Duly Authorized. The Company has duly authorized the Warrant Agent Agreement and the performance of the Company’s
obligations thereunder, and when executed and delivered by the Company, assuming the due authorization, execution and delivery by the
Warrant Agent, the Warrant Agent Agreement will constitute a legal, valid and binding obligation of the Company enforceable against it
in accordance with its terms, except that the enforceability thereof may be subject to (i) bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance, fraudulent transfer or other similar laws now or hereafter in effect relating to creditors’ rights
generally and (ii) general principles of equity (whether applied by a court of law or equity) and the discretion of the court before
which any proceeding therefore may be brought.
(ccc) Shares
and Warrants Duly Authorized. The Shares and Warrants have been duly authorized for issuance and sale to the Underwriters pursuant
to this Agreement and the Warrant Agent Agreement, as applicable. The Firm Shares will, upon payment of the consideration therefor, be
validly issued by the Company as fully paid and non-assessable shares in the capital of the Company. The Firm Warrants will, upon payment
of the consideration therefor, be validly issued by the Company and enforceable against the Company in accordance with their terms. The
Additional Shares will, upon exercise by the Underwriters of the Option pursuant to Section 1(b) hereof and payment of the consideration
therefor, be validly issued by the Company and will be fully paid and non-assessable shares in the capital of the Company. The Additional
Warrants will, upon exercise by the Underwriters of the Option pursuant to Section 1(b) hereof and payment of the consideration
therefor, be validly issued by the Company and enforceable against the Company in accordance with their terms. The Warrant Shares have
been duly authorized, allotted and reserved for issuance and, upon the proper exercise of the Warrants in accordance with the Warrant
Agent Agreement and payment of the exercise price therefor, will be validly issued by the Company as fully paid and non-assessable shares
in the capital of the Company.
4. Agreements
of the Company. The Company agrees with each Underwriter as follows:
(a) Amendments
and Supplements to Registration Statement. The Company shall not, during such period as the Prospectus is required under the Act to
be delivered (whether physically or through compliance with Rule 172 of the Rules and Regulations or any similar rule) (the
“Prospectus Delivery Period”) in connection with sales of the Offered Units by an Underwriter or dealer, amend or supplement
the Registration Statement, the Time of Sale Prospectus, the Prospectus or any Written Testing-the-Waters Communications, unless a copy
of such amendment or supplement thereof shall first have been submitted to the Representative within a reasonable period of time prior
to the filing or, if no filing is required, the use thereof and the Representative shall not have objected thereto in good faith.
(b) Amendments
and Supplements to the Registration Statement, the Time of Sale Prospectus, and the Prospectus and Other Securities Act Matters. If,
during the Prospectus Delivery Period, any event or development shall occur or condition exist as a result of which the Time of Sale Prospectus,
the Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a
material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances
then prevailing or under which they were made, as the case may be, not misleading, or if it shall be necessary to amend or supplement
the Time of Sale Prospectus, the Prospectus or any Written Testing-the-Waters Communication in order to make the statements therein, in
the light of the circumstances then prevailing or under which they were made, as the case may be, not misleading, or if in the opinion
of the Representative it is otherwise necessary to amend or supplement the Registration Statement, the Time of Sale Prospectus, the Prospectus
or any Written Testing-the-Waters Communication, or to file a new registration statement containing the Prospectus or supplement the Prospectus,
in order to comply with the Act, Canadian Securities Laws, the Rules and Regulations, the Exchange Act or the Exchange Act Rules,
including in connection with the delivery of the Prospectus, the Company agrees to (i) promptly notify the Representative of any
such event or condition and (ii) promptly prepare (subject to Section 4(a) and 4(f) hereof), file with the Commission
and the Canadian Securities Commissions (and use its reasonable best efforts to have any amendment to the Registration Statement or any
new registration statement to be declared effective) and furnish at its own expense to the Underwriters (and, if applicable, to dealers),
amendments or supplements to the Registration Statement, the Time of Sale Prospectus, the Prospectus or any Written Testing-the-Waters
Communication, or any new registration statement, necessary in order to make the statements in the Time of Sale Prospectus, the Prospectus
or the applicable Written Testing-the-Waters Communication as so amended or supplemented, in the light of the circumstances then prevailing
or under which they were made, as the case may be, not misleading or so that the Registration Statement, the Time of Sale Prospectus,
the Prospectus or the applicable Written Testing-the-Waters Communication, as amended or supplemented, will comply with the Act, the Rules and
Regulations, the Exchange Act or the Exchange Act Rules, Canadian Securities Laws or any other applicable law.
(c) Notifications
to the Representative. The Company shall notify the Representative promptly and shall confirm such advice in writing, (i) when
any post-effective amendment to the Registration Statement has become effective or when a receipt has been issued for any supplement or
amendment to any Canadian Prospectus, (ii) of any request by the Commission or the Canadian Securities Commissions for amendments
or supplements to the Registration Statement or the Prospectus, including any document incorporated by reference therein, or for additional
information, (iii) of the commencement by the Commission, the Canadian Securities Commissions or by any state securities commission
of any proceedings for the suspension of the qualification of any of the Offered Units for offering or sale in any jurisdiction or of
the initiation, or the threatening, of any proceeding for that purpose, including, without limitation, the issuance by the Commission
of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose or
the threat thereof, (iv) of the happening of any event during the Prospectus Delivery Period that in the judgment of the Company
makes any statement of material fact made in the Registration Statement, the Prospectus or any Written Testing-the-Waters Communication
misleading (including by omission) or untrue or that requires the making of any changes in the Registration Statement, the Prospectus
or any Written Testing-the-Waters Communication in order to make the statements of material fact therein, in light of the circumstances
in which they are made, not misleading, (v) of receipt by the Company or any representative of the Company of any other communication
from the Commission or the Canadian Securities Commissions relating to the Company, the Registration Statement, any U.S. Preliminary Prospectus,
the Canadian Preliminary Supplement, the Prospectus or any Written Testing-the-Waters Communication and (vi) of any distribution
of Written Testing-the-Waters Communication by or on behalf of the Company (other than through any Underwriter). If at any time the Commission
shall issue any order suspending the effectiveness of the Registration Statement, the Company shall use reasonable best efforts to obtain
the withdrawal of such order at the earliest possible moment. The Company shall comply with the provisions of and make all requisite filings
with the Commission pursuant to Rules 424(b), 430A, 430B and 430C of the Rules and Regulations and notify the Representative
promptly of all such filings.
(d) Executed
Registration Statement. The Company shall furnish to the Representative, without charge, for transmittal to each of the other Underwriters,
two facsimile signed copies of the Registration Statement and of any post-effective amendment thereto, including financial statements,
excluding all exhibits thereto, and shall furnish to the Representative, without charge, for transmittal to each of the other Underwriters,
a copy of the Registration Statement and any post-effective amendment thereto, including financial statements.
(e) Undertakings.
The Company shall comply with all the provisions of any undertakings contained and required to be contained in the Registration Statement.
(f) Permitted
Free Writing Prospectuses. The Company represents and agrees that it has not made and, unless it obtains the prior consent of the
Representative, will not make, any offer relating to the Offered Units that would constitute a “free writing prospectus” as
defined in Rule 405 of the Rules and Regulations, required to be filed with the Commission or retained by the Company under
Rule 433 of the Rules and Regulations; provided that the prior written consent of the Representative hereto shall be
deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule II hereto. Any such free writing
prospectus consented to by the Representative is herein referred to as a “Permitted Free Writing Prospectus.” The Company
agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing
Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Act
applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
If at any time following the issuance of an Issuer Free Writing Prospectus there occurs an event or development as a result of which such
Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Offered Units
or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements
therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative
and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict,
untrue statement, or omission. The Company represents that it has satisfied the conditions in Rule 433 to avoid a requirement to
file with the Commission any electronic road show.
(g) U.S.
Prospectus. The Company shall prepare the U.S. Prospectus in a form approved by the Representative and shall file such U.S. Prospectus
with the Commission pursuant to Rule 424(b) of the Rules and Regulations with a filing date not later than the second business
day following the execution and delivery of this Agreement. Promptly after the date hereof, and thereafter from time to time, the Company
shall deliver to each of the Underwriters, without charge, as many copies of the U.S. Prospectus and any amendment or supplement thereto
as the Representative may reasonably request. The Company consents to the use of the U.S. Prospectus and any amendment or supplement thereto
by the Underwriters and by all dealers to whom the Offered Units may be sold, both in connection with the offering or sale of the Offered
Units and for any period of time thereafter during the Prospectus Delivery Period. If, during the Prospectus Delivery Period any event
shall occur that in the judgment of the Company or counsel to the Underwriters should be set forth in the U.S. Prospectus in order to
make any statement of a material fact therein, in the light of the circumstances under which it was made, not misleading (including by
omission), or if it is necessary to supplement or amend the U.S. Prospectus to comply with law, the Company shall forthwith prepare and
duly file with the Commission an appropriate supplement or amendment thereto, and shall deliver to each of the Underwriters, without charge,
such number of copies thereof as the Representative may reasonably request.
(h) Canadian
Prospectus. The Company shall prepare the Canadian Prospectus Supplement in a form approved by the Representative and shall file with
the BCSC and the other Canadian Securities Commissions with a filing date not later than the second business day following the execution
and delivery of this Agreement. Promptly after the date hereof, and thereafter from time to time, the Company shall deliver to each of
the Underwriters, without charge, as many copies of the Canadian Prospectus and any amendment or supplement thereto as the Representative
may reasonably request. The Company consents to the use of the Canadian Prospectus and any amendment or supplement thereto by the Underwriters
and by all dealers to whom the Offered Units may be sold, both in connection with the offering or sale of the Offered Units and for any
period of time thereafter during the Prospectus Delivery Period. If, during the Prospectus Delivery Period any event shall occur that
in the judgment of the Company or counsel to the Underwriters should be set forth in the Canadian Prospectus in order to make any statement
therein, in the light of the circumstances under which it was made, not misleading (including by omission), or if it is necessary to supplement
or amend the Canadian Prospectus to comply with law, the Company shall forthwith prepare and duly file with the BCSC and the other Canadian
Securities Commissions an appropriate supplement or amendment thereto, and shall deliver to each of the Underwriters, without charge,
such number of copies thereof as the Representative may reasonably request.
(i) Canadian
Marketing Materials. During the distribution of the Offered Units: (i) to prepare, in consultation with the Representative, any
“marketing materials” (as such term is defined in NI 41-101) (“Canadian Marketing Materials”), including any template
version thereof, to be provided to potential investors in the Offered Units, and approve in writing any such Canadian Marketing Materials
(including any template version thereof), as may reasonably be requested by the Underwriters, such marketing materials to comply with
Canadian Securities Laws and to be acceptable in form and substance to the Company and the Underwriters and their respective counsel,
acting reasonably; and (ii) the Representative shall, on behalf of the Underwriters, approve in writing any such Canadian Marketing
Materials, as contemplated by Canadian Securities Laws and shall not use any such Canadian Marketing Materials until such time as the
Company confirms in writing that such Canadian Marketing Materials have been approved.
(j) The
Company and each Underwriter, on a several basis, covenants and agrees that, during the distribution of the Offered Units, it will not
provide any potential investor with any materials or information in relation to the distribution of the Offered Units or the Company other
than the Prospectuses and any amendments or supplements thereto in accordance with this Agreement or materials prepared in accordance
with Section 4(i), provided that: (A) any such materials that constitute marketing materials have been approved and delivered
in accordance with Section 4(i); and (B) any such materials that constitute standard term sheets have been approved in writing
by the Company and the Representative and are provided in compliance with Canadian Securities Laws.
(k) Notwithstanding
Section 4(i) and 4(j), following the approval and delivery of a template version of marketing materials in accordance with Section 4(i),
the Underwriters may provide a “limited-use version” (as such term is defined in NI 41-101) of such template version to potential
investors in the Offered Units in accordance with Canadian Securities Laws.
(l) Compliance
with Blue Sky Laws. Prior to any public offering of the Offered Units by the Underwriters, the Company shall cooperate with the Representative
and counsel to the Underwriters in connection with the registration or qualification (or the obtaining of exemptions from the application
thereof) of the Offered Units for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representative may
request, including, without limitation, the provinces and territories of Canada and other jurisdictions outside of the United States in
which the Underwriters will make offers or sales of the Offered Units; provided, however, that in no event shall the Company
be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject
it to general service of process in any jurisdiction where it is not now so subject.
(m) Delivery
of Financial Statements. During the period of two years commencing on the date hereof, the Company shall furnish to the Representative
and each other Underwriter who may so request copies of such financial statements and other periodic and special reports as the Company
may from time to time distribute generally to the holders of any class of its capital stock, and will furnish to the Representative and
each other Underwriter who may so request a copy of each annual or other report it shall be required to file with the Commission; provided,
however, that electronically transmitted copies filed with the Commission pursuant to EDGAR or the Canadian Securities Commissions pursuant
to SEDAR+ shall satisfy the Company’s obligation to furnish copies hereunder.
(n) Availability
of Earnings Statements. The Company shall make generally available to holders of its securities as soon as may be practicable but
in no event later than the last day of the fifteenth full calendar month following the calendar quarter in which the most recent effective
date occurs in accordance with Rule 158 of the Rules and Regulations, an earnings statement (which need not be audited but shall
be in reasonable detail) for a period of 12 months ended commencing after the effective date of the Registration Statement, and satisfying
the provisions of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations).
(o) Payment
of Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated,
the Company will pay or cause to be paid, or reimburse if paid by the Representative, all costs and expenses incident to the performance
of the obligations of the Company under this Agreement, including but not limited to: (i) the costs incident to the authorization,
issuance, sale, preparation and delivery of the Shares, Warrants and Warrant Shares and any Stamp Tax or other taxes payable in connection
therewith, (ii) the costs incident to the preparation, printing and filing under the Act of the Registration Statement and exhibits
to it, each preliminary prospectus, each Permitted Free Writing Prospectus, the Time of Sale Prospectus, the Prospectus, the Canadian
Prospectus, each Written Testing-the-Waters Communications, if any, and any amendment or supplement to the Registration Statement, the
Prospectus or any Written Testing-the-Waters Communication, and the distribution thereof, (iii) the costs of preparing, printing
and delivering certificates representing the Shares and Warrants, if any, (iv) the costs of producing and delivering this Agreement,
the Agreement Among Underwriters and any other related documents in connection with the offering, purchase, sale and delivery of the Shares,
Warrants and Warrant Shares (v) the costs of furnishing (including costs of shipping, mailing and courier) such copies of the Registration
Statement, the Prospectus, the Canadian Prospectus, any preliminary prospectus, any Permitted Free Writing Prospectus and any Written
Testing-the-Waters Communication, and all amendments and supplements thereto, as may be requested for use in connection with the offering
and sale of the Offered Units by the Underwriters or by dealers to whom Offered Units may be sold, (vi) the costs, fees and expenses
of listing the Shares and Warrant Shares on the NYSE American and the TSX, (vii) the filing fees incident to, and the fees and disbursements
of counsel to the Underwriters in connection with, the review by FINRA of the terms of the sale of the Offered Units, (viii) the
fees and expenses incident to the registration or qualification of the Shares and Warrants for offer and sale under the securities or
Blue Sky laws of such jurisdictions designated pursuant to Section 4(f) hereof and the securities laws of Canada, including
the fees, disbursements and other charges of counsel to the Underwriters in connection therewith, and, if requested by the Representative,
the preparation and printing of preliminary, supplemental and final Blue Sky memoranda; provided, however, that the Company shall not
be required to pay or reimburse the Underwriters for fees and disbursements of counsel to the Underwriters in excess of and aggregate
of $30,000 in connection with clauses (vii) and (viii), (ix) the fees and expenses of counsel to the Company, (x) the costs
and charges of DTC and the transfer agent for the Shares and Warrants, (xi) the fees and expenses of the Accountants, (xii) the
costs and expenses of the Company relating to investor presentations on any “road show” or any Testing-the-Waters Communication,
undertaken in connection with the marketing of the Offered Units, including, without limitation, all costs and expenses associated with
any electronic road show, travel and lodging expenses of the officers, employees, agents and other representatives of the Company and
consultants engaged in connection with investor presentations, and the cost of any aircraft and other transportation chartered in connection
with the road show (provided, that the Company shall pay 50% of the cost of any such aircraft and the Underwriters shall pay 50% of the
cost of any such aircraft), and (xiii) all fees, costs and expenses for consultants used by the Company in connection with the offering.
All payments to be made by the Company hereunder shall be made without withholding or deduction for or on account of any present or future
taxes, duties or governmental charges whatsoever unless the Company is compelled by law to deduct or withhold such taxes, duties or charges.
In that event, the Company shall pay such additional amounts as may be necessary in order that the net amounts received by the Underwriters
after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had been made.
Except as provided in this Section 4(o) and in Section 4(p), the Underwriters shall pay their own costs and expenses, including
the costs and expenses of their counsel.
(p) Reimbursement
of Expenses upon Termination of Agreement. If this Agreement shall be terminated by the Company pursuant to any of the provisions
hereof or if for any reason the Company shall be unable to perform its obligations or to fulfill any conditions hereunder or if the Underwriters
shall terminate this Agreement pursuant to Section 7 hereof, the Company shall reimburse the Underwriters for all documented out-of-pocket
expenses (including the fees, disbursements and other charges of counsel to the Underwriters) reasonably incurred by them in connection
herewith; provided, however, that the Company shall not be obligated to reimburse the expenses of any defaulting Underwriter
under Section 8 hereof.
(q) No
Stabilization or Manipulation. The Company shall not at any time, directly or indirectly, take any action intended to cause or result
in, or which might reasonably be expected to cause or result in, or which will constitute, stabilization or manipulation, under the Act
or Canadian Securities Laws or otherwise, of the price of any security of the Company to facilitate the sale or resale of any of the Shares,
Warrant Shares or Warrants.
(r) Use
of Proceeds. The Company shall apply the net proceeds from the offering and sale of the Offered Units to be sold by the Company in
the manner set forth in the Time of Sale Prospectus and the Prospectus under “Use of Proceeds” and shall file such reports
with the Commission with respect to the sale of the Offered Units and the application of the proceeds therefrom as may be required in
accordance with Rule 463 under the Act.
(s) Lock-Up
Agreements of Company, Management, Directors and Affiliates. The Company shall not, for a period of 90 days after the date of the
Prospectus (the “Lock-Up Period”), without the prior written consent of the Representative (which consent may be withheld
in their sole discretion), (1) offer, sell, pledge, contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of (or enter into any transaction
which is designed to, or might reasonably be expected to, result in the disposition), directly or indirectly, or file with the Commission
a registration statement under the Act to register, any shares of Common Stock or any securities convertible into or exercisable or exchangeable
for Common Stock or warrants or other rights to acquire shares of Common Stock or (2) enter into any swap or other derivatives transaction
that transfers to another, in whole or in part, directly or indirectly, any of the economic benefits or risks of ownership of such shares
of Common Stock, securities, warrants or other rights to acquire Common Stock, whether any such transaction described in clause (1) or
(2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, or publicly disclose the intention
to enter into any transaction described in clause (1) or (2) above. The foregoing sentence shall not apply to (A) the Shares,
Warrants or Warrant Shares (upon the exercise of the Warrants) to be sold hereunder, (B) any shares of Common Stock issued by the
Company upon the exercise of an option, right or warrant, the vesting of restricted stock units or other awards granted pursuant to employee
benefit plans of the Company referred to in the Registration Statement or the conversion of a security outstanding on the date hereof
and referred to in the Registration Statement, Time of Sale Prospectus and the Prospectus, (C) any shares of Common Stock issued
or options to purchase Common Stock or other awards granted pursuant to employee benefit plans of the Company referred to in the Registration
Statement, Time of Sale Prospectus and the Prospectus, (D) the filing of a registration statement on Form S-8 relating to Common
Stock granted pursuant to employee benefit plans of the Company referred to in the Registration Statement, Time of Sale Prospectus and
the Prospectus, (E) Common Stock or any securities convertible into, or exercisable, or exchangeable for, Common Stock issued, sold
or delivered in connection with any acquisition or strategic investment (including any joint venture, strategic alliance or partnership)
as long as (x) the aggregate number of Common Stock issued or issuable does not exceed 2% of the number of Common Stock outstanding
immediately after the completion of the offering of the Common Stock contemplated herein, and (y) each recipient of any such shares
or other securities executes a lock-up agreement restricting the resale of such securities in the form executed by each of the executive
officers and directors of the Company for the remainder of the 90-day restricted period contemplated thereby, (F) facilitating the
establishment of a trading plan on behalf of a shareholder, officer or director of the Company pursuant to Rule 10b5-1 under the
Exchange Act for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of
Common Stock during the Lock-Up Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is
required of or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall include a statement
to the effect that no transfer of Common Stock may be made under such plan during the Lock-Up Period and (G) the issuance of shares
by us to Ma’aden in connection with its right to purchase additional shares of common stock to maintain its 9.9% stock ownership
position, as described in the Time of Sale Prospectus and the Prospectus, in the event of any issuances of common stock by us in the future.
The Company has caused each of its officers and directors to enter into agreements with the Representative in the form set forth in Exhibit A.
(t) Transfer
Agent. The Company shall engage and maintain, at its expense, a registrar and transfer agent and/or warrant agent, as applicable,
for the Shares, Warrants and Warrant Shares. Computershare Trust Company, N.A., at its office in Canton, Massachusetts, has been duly
appointed as the registrar and transfer agent of the Corporation in the United States with respect to the Common Stock (which includes
the Shares and Warrant Shares) and Computershare Trust Company of Canada, at its principal offices in Vancouver, British Columbia and
Toronto, Ontario, has been duly appointed as co-transfer agent and co-registrar for the Common Stock (which includes the Shares and Warrant
Shares) in Canada. Prior to the Closing Date, Computershare Inc. and Computershare Trust Company, N.A. will together be duly appointed
as warrant agent for the Warrants.
(u) Stock
Exchange Listing. The Company shall use its best efforts to maintain the listing of the Shares and Warrant Shares (upon the exercise
of the Warrants) on the NYSE American and on the TSX, and to file with such exchanges all documents and notices required by such exchanges
of issuers that have securities that are listed on such exchanges.
(v) Registration
of Warrants. The Company shall use its reasonable best efforts to cause there to be an effective registration statement registering
the issuance of the Warrant Shares under the Act, in each case, for so long as any Warrants are outstanding.
5. Conditions
of the Obligations of the Underwriters. The obligation of each Underwriter to purchase the Firm Units on the Closing Date or any Additional
Units, Additional Shares or Additional Warrants on the Option Closing Date, as the case may be, as provided herein is subject to the accuracy
of the representations and warranties of the Company, the performance by the Company of its covenants and other obligations hereunder
and to the following additional conditions:
(a) Prospectus
Filings. All filings made pursuant to Rules 424, 430A, 430B or 430C of the Rules and Regulations, as applicable, shall have
been made or will be made prior to the Closing Date in accordance with all such applicable rules.
(b) No
Stop Orders, Requests for Information and No Amendments. (i) No stop order suspending the effectiveness of the Registration Statement
shall have been issued and no proceedings for that purpose shall be pending or, to the knowledge of the Company, shall be threatened by
the Commission, (ii) no order suspending the qualification or registration of the Shares, Warrants or Warrant Shares under the securities
or Blue Sky laws of any jurisdiction shall be in effect and no proceeding for such purpose shall be pending before or, to the knowledge
of the Company, threatened or contemplated by the authorities of any such jurisdiction, (iii) any request for additional information
on the part of the staff of the Commission or the Canadian Securities Commissions or any such authorities shall have been complied with
to the satisfaction of the staff of the Commission or the Canadian Securities Commissions or such authorities, as applicable and (iv) after
the date hereof no amendment or supplement to the Registration Statement or the Prospectus shall have been filed unless a copy thereof
was first submitted to the Representative and the Representative did not object thereto in good faith, and the Representative shall have
received certificates, dated the Closing Date and any Option Closing Date and signed by the Chief Executive Officer or the Chairman of
the Board of Directors and the Chief Financial Officer of the Company (who may, as to proceedings threatened, rely upon the best of their
information and belief), to the effect of clauses (i), (ii) and (iii).
(c) No
Material Adverse Changes. Since the respective dates as of which information is given in the Registration Statement, the Time of Sale
Prospectus and the Prospectus, except as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus (i) there
shall not have been a Material Adverse Change, (ii) the Company shall not have incurred any material liabilities or obligations,
direct or contingent, (iii) the Company shall not have entered into any material transactions not in the ordinary course of business
other than pursuant to this Agreement and the Warrant Agent Agreement and the transactions referred to herein and therein, (iv) the
Company shall not have issued any securities (other than the Shares, Warrant Shares and Warrants) or declared or paid any dividend or
made any distribution in respect of its capital stock of any class or debt (long-term or short-term), and (v) no material amount
of the assets of the Company shall have been pledged, mortgaged or otherwise encumbered.
(d) No
Actions, Suits or Proceedings. Since the respective dates as of which information is given in the Registration Statement, the Time
of Sale Prospectus and the Prospectus, there shall have been no actions, suits or proceedings instituted, or to the Company’s knowledge,
threatened against, the Company, its subsidiaries or any of their respective officers in their capacity as such, before or by any federal,
provincial, state or local court, commission, regulatory body, administrative agency or other governmental body, domestic or foreign,
except where the actions, suits or proceedings would not, individually or in the aggregate, have a Material Adverse Effect.
(e) All
Representations True and Correct and All Conditions Fulfilled. Each of the representations and warranties of the Company contained
herein shall be true and correct at the Closing Date as if made at the Closing Date and any Option Closing Date, as the case may be, and
all covenants and agreements contained herein to be performed by the Company and all conditions contained herein to be fulfilled or complied
with by the Company at or prior to the Closing Date and any Option Closing Date, shall have been duly performed, fulfilled or complied
with.
(f) Opinions
of Counsel to the Company. The Representative shall have received the opinions and letters, each dated the Closing Date and any Option
Closing Date, as the case may be, reasonably satisfactory in form and substance to counsel for the Underwriters, from (i) Dorsey &
Whitney LLP, U.S. counsel to the Company, to the effect set forth in Exhibit B and (ii) Stikeman Elliot LLP, Canadian
counsel to the Company, to the effect set forth in Exhibit C.
(g) Opinion
of Counsel to the Underwriters. The Representative shall have received (i) an opinion and negative assurance letter, each dated
the Closing Date and any Option Closing Date, from Paul, Weiss, Rifkind, Wharton & Garrison LLP, U.S. counsel to the Underwriters,
and (ii) an opinion, dated the Closing Date and any Option Closing Date, from Bennett Jones LLP, Canadian counsel to the Underwriters,
in each case with respect to the Registration Statement, the Prospectus and this Agreement, which opinions and letters shall each be satisfactory
in all respects to the Representative.
(h) Title
Opinions. The Representative shall have received favorable title opinions, each dated the Closing Date and any Option Closing Date,
from (i) Fennemore Craig, P.C., with respect to the Company’s title to and ownership of the mining claims in respect of the
Santa Cruz Project and (ii) Dorsey & Whitney LLP, with respect to the Company’s title to and ownership of the mining
claims in respect of the Tintic Project, in each case, in form and substance reasonably satisfactory to the Representative.
(i) Accountants’
Comfort Letter. On the date of this Agreement, the Representative shall have received from the Accountants a letter dated the date
of its delivery, addressed to the Underwriters (or to the Representative on behalf of the Underwriters), in form and substance reasonably
satisfactory to the Representative, containing statements and information of the type ordinarily included in accountant’s “comfort
letters” to underwriters, delivered according to Statement of Auditing Standards No. 72 (or any successor bulletin), with respect
to the audited and unaudited financial statements and certain financial information contained or incorporated by reference in the Registration
Statement, the Time of Sale Prospectus and the Prospectus. At the Closing Date and any Option Closing Date, as the case may be, the Representative
shall have received from the Accountants a letter dated such date, in form and substance reasonably satisfactory to the Representative,
to the effect that they reaffirm the statements made in the letter furnished by them pursuant to the preceding sentence and have conducted
additional procedures with respect to certain financial figures included or incorporated by reference in the Prospectus, except that the
specified date referred to therein for the carrying out of procedures shall be no more than three business days prior to the Closing Date
or any Option Closing Date, as the case may be.
(j) Officers’
Certificates. At the Closing Date and any Option Closing Date, as the case may be, there shall be furnished to the Representative
an accurate certificate, dated the date of its delivery, signed by each of the Chief Executive Officer and the Chief Financial Officer
of the Company, in form and substance satisfactory to the Representative, to the effect that:
(i) each
signer of such certificate has examined the Registration Statement, Time of Sale Prospectus and the Prospectus;
(ii) since
the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus there
has not been a Material Adverse Change;
(iii) each
of the representations and warranties of the Company and its subsidiaries contained in this Agreement are, at the time such certificate
is delivered, true and correct; and
(iv) each
of the covenants required herein to be performed by the Company on or prior to the date of such certificate has been duly, timely and
fully performed and each condition herein required to be complied with by the Company on or prior to the delivery of such certificate
has been duly, timely and fully complied with.
(k) Stock
Exchange Listing. The Shares and Warrant Shares shall have been (i) duly authorized for listing or quotation on the NYSE American,
subject only to notice of issuance and (ii) conditionally approved for listing and posting for trading on the TSX and bulletins shall
have been issued by the TSX outlining the effective listing of the Shares and Warrant Shares prior to the Closing Date or the Option Closing
Date, as the case may be, subject only to the satisfaction by the Company of customary conditions imposed by the TSX in similar circumstances.
(l) Lock-Up
Agreements. At the date of this Agreement, the Representative shall have received the executed “lock-up” agreements referred
to in Section 4(s) hereof from the Company’s officers and directors.
(m) Company
Certificates. The Company shall have furnished to the Representative such certificates, in addition to those specifically mentioned
herein, as the Representative may have reasonably requested as to the accuracy and completeness at the Closing Date and any Option Closing
Date of any statement in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any Written Testing-the-Waters Communication,
as to the accuracy at the Closing Date and any Option Closing Date of the representations and warranties of the Company herein, as to
the performance by the Company of its obligations hereunder, or as to the fulfillment of the conditions concurrent and precedent to the
obligations hereunder of the Underwriters.
(n) No
Objection. FINRA has confirmed that it has not raised any objection with respect to the fairness and reasonableness of the
underwriting terms and arrangements relating to the offering of the Offered Units.
If any of the conditions hereinabove
provided for in this Section 5 shall not have been fulfilled when and as required by this Agreement to be fulfilled, the obligations
of the Underwriters hereunder may be terminated by the Representative by notifying the Company of such termination in writing at or prior
to the Closing Date or any Option Closing Date, as the case may be.
6. Indemnification.
(a) Indemnification
of the Underwriters. The Company shall indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, employees
and agents of each Underwriter and each person, if any, who controls each Underwriter within the meaning of Section 15 of the Act
or Section 20 of the Exchange Act from and against any and all losses, claims, liabilities, expenses and damages (including any and
all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action,
suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third
party, or otherwise, or any claim asserted), to which they, or any of them, may become subject under the Act, the Exchange Act or other
federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages
arise out of or are based on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration
Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430A, 430B or 430C,
as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the
statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary
prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus, Time of Sale Prospectus, Canadian Preliminary Supplement,
the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoing) or the omission
or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained
in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the
offering of the Offered Units, including any road show or investor presentations made to investors by the Company (whether in person or
electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading; provided, however, that the Company shall not
be liable to the extent that such loss, claim, liability, expense or damage arises from the sale of the Offered Units in the public offering
to any person by an Underwriter and is based on an untrue statement or omission or alleged untrue statement or omission made in reliance
on and in conformity with Underwriters’ Information. This indemnity agreement will be in addition to any liability that the Company
might otherwise have.
(b) Indemnification
of the Company. Each Underwriter shall, severally and not jointly, indemnify and hold harmless the Company, its affiliates, directors,
officers and employees and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20
of the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Underwriter, but only insofar as losses, claims,
liabilities, expenses or damages arise out of or are based on any untrue statement or omission or alleged untrue statement or omission
made in reliance on and in conformity with Underwriters’ Information. This indemnity will be in addition to any liability that each
Underwriter might otherwise have.
(c) Indemnification
Procedures. Any party that proposes to assert the right to be indemnified under this Section 6 shall, promptly after receipt
of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or
parties under this Section 6, notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers
served, but the omission so to notify such indemnifying party shall not relieve the indemnifying party from any liability that it may
have to any indemnified party under the foregoing provisions of this Section 6 unless, and only to the extent that, such omission
results in the forfeiture of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified
party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the
extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the
action from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of the action,
with counsel satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election
to assume the defense, the indemnifying party will not be liable to the indemnified party for any legal or other expenses except as provided
below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense.
The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such
counsel will be at the expense of such indemnified party unless (i) the employment of counsel by the indemnified party has been authorized
in writing by the indemnifying party, (ii) the indemnified party has reasonably concluded (based on advice of counsel) that there
may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying
party, (iii) the indemnified party has reasonably concluded that a conflict or potential conflict exists (based on advice of counsel
to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party shall not have
the right to direct the defense of such action on behalf of the indemnified party) or (iv) the indemnifying party has not in fact
employed counsel satisfactory to the indemnified party to assume the defense of such action within a reasonable time after receiving notice
of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel shall be at
the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with
any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of
more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such
reasonable fees, disbursements and other charges shall be reimbursed by the indemnifying party promptly as they are incurred upon receipt
of documented notice thereof. An indemnifying party shall not be liable for any settlement of any action or claim effected without its
written consent (which consent will not be unreasonably withheld or delayed). No indemnifying party shall, without the prior written consent
of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or
proceeding relating to the matters contemplated by this Section 6 (whether or not any indemnified party is a party thereto), unless
such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising
or that may arise out of such claim, action or proceeding and (ii) does not include a statement as to or an admission of fault, culpability
or a failure to act by or on behalf of any indemnified party. Notwithstanding the foregoing, if at any time an indemnified party shall
have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees
that it shall be liable for any settlement of the nature contemplated by Section 6(a) effected without its written consent if
(i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request, (ii) such
indemnifying party shall have received notice of the terms of such settlement at least 45 days prior to such settlement being entered
into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to
the date of such settlement.
(d) Contribution.
In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in the foregoing paragraphs
of this Section 6 is applicable in accordance with its terms but for any reason is held to be unavailable from the Company or the
Underwriters, the Company and the Underwriters shall contribute to the total losses, claims, liabilities, expenses and damages (including
any investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action,
suit or proceeding or any claim asserted, but after deducting any contribution received by the Company from persons other than the Underwriters,
such as persons who control the Company within the meaning of the Act, officers of the Company who signed the Registration Statement and
directors of the Company, who also may be liable for contribution) to which the Company and the Underwriters may be subject in such proportion
as shall be appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other. The
relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion
as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts
and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. If, but
only if, the allocation provided by the foregoing sentence is not permitted by applicable law, the allocation of contribution shall be
made in such proportion as is appropriate to reflect not only the relative benefits referred to in the foregoing sentence but also the
relative fault of the Company, on the one hand, and the Underwriters, on the other, with respect to the statements or omissions which
resulted in such loss, claim, liability, expense or damage, or action in respect thereof, as well as any other relevant equitable considerations
with respect to such offering. Such relative fault shall be determined by reference to whether the untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or Representative
on behalf of the Underwriters, the intent of the parties and their relative knowledge, access to information and opportunity to correct
or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contributions
pursuant to this Section 6(d) were to be determined by pro rata allocation or by any other method of allocation (even if the
Underwriters were treated as one entity for such purpose) which does not take into account the equitable considerations referred to herein.
The amount paid or payable by an indemnified party as a result of the loss, claim, liability, expense or damage, or action in respect
thereof, referred to above in this Section 6(d) shall be deemed to include, for purpose of this Section 6(d), any legal
or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 6(d), no Underwriter shall be required to contribute any amount in excess of the underwriting
discounts and commissions received by it, and no person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’
obligation to contribute as provided in this Section 6(d) are several in proportion to their respective underwriting obligations
and not joint. For purposes of this Section 6(d), any person who controls a party to this Agreement within the meaning of the Act
will have the same rights to contribution as that party, and each director of the Company and each officer of the Company who signed the
Registration Statement will have the same rights to contribution as the Company, and each affiliate, director, officer or employee of
any Underwriter will have the same rights to contribution as such Underwriter, subject in each case to the provisions hereof. Any party
entitled to contribution, promptly after receipt of notice of commencement of any action against such party in respect of which a claim
for contribution may be made under this Section 6(d), will notify any such party or parties from whom contribution may be sought,
but the omission so to notify will not relieve the party or parties from whom contribution may be sought from any other obligation it
or they may have under this Section 6(d). No party will be liable for contribution with respect to any action or claim settled without
its written consent (which consent will not be unreasonably withheld).
(e) Survival.
The indemnity and contribution agreements contained in this Section 6 and the representations and warranties of the Company contained
in this Agreement shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of
the Underwriters, (ii) acceptance of any of the Offered Units and payment therefor or (iii) any termination of this Agreement.
7. Termination.
The obligations of the several Underwriters under this Agreement may be terminated at any time prior to the Closing Date (or, with respect
to the Additional Units, on or prior to any Option Closing Date), by notice to the Company from the Representative, without liability
on the part of any Underwriter to the Company, if, prior to delivery and payment for the Firm Units (or the Additional Units, Additional
Shares or Additional Warrants, as the case may be), in the sole judgment of the Representative, any of the following shall occur:
(a) trading
of any securities of the Company shall have been suspended or limited on the NYSE American or the TSX;
(b) trading
generally shall have been suspended or limited on or by, as the case may be, any “national securities exchange” (as defined
in the Exchange Act), or minimum or maximum prices shall have been generally established on any such exchange, or additional material
governmental restrictions, not in force on the date of this Agreement, shall have been imposed upon trading in securities generally by
any such exchange or by order of the Commission, any Canadian Securities Commission or any court or other governmental authority;
(c) a
general banking moratorium shall have been declared by any of United States federal, New York or New York authorities or by Canadian federal
authorities;
(d) the
United States or Canada shall have become engaged in new hostilities, there shall have been an escalation in hostilities involving the
United States or Canada or there shall have been a declaration of a national emergency or war by the United States or Canada or there
shall have occurred such a material adverse change in general economic, political or financial conditions, including, without limitation,
as a result of terrorist activities after the date hereof (or the effect of international conditions on the financial markets in the United
States or Canada shall be such), or any other calamity or crisis shall have occurred, the effect of any of which is such as to make it
impracticable or inadvisable to market the Offered Units on the terms and in the manner contemplated by the Prospectus;
(e) the
Company shall have sustained a loss material or substantial to the Company by reason of flood, fire, accident, hurricane, earthquake,
theft, sabotage, natural disaster, disease outbreak or other calamity or malicious act, whether or not such loss shall have been insured,
the effect of any of which is such as to make it impracticable or inadvisable to market the Offered Units on the terms and in the manner
contemplated by the Prospectus; or
(f) there
shall have been a Material Adverse Change.
8. Substitution
of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Units which it or they have
agreed to purchase hereunder, and the aggregate number of Firm Units which such defaulting Underwriter or Underwriters agreed but failed
or refused to purchase is not more than one-tenth of the aggregate number of Firm Units, the other Underwriters shall be obligated, severally,
to purchase the Firm Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions
which the number of Firm Units which they have respectively agreed to purchase pursuant to Section 1 hereof bears to the aggregate
number of Firm Units which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative
may specify; provided that in no event shall the maximum number of Firm Units which any Underwriter has become obligated to purchase
pursuant to Section 1 hereof be increased pursuant to this Section 8 by more than one-tenth of the number of Firm Units agreed
to be purchased by such Underwriter without the prior written consent of such Underwriter. If any Underwriter or Underwriters shall fail
or refuse to purchase any Firm Units and the aggregate number of Firm Units which such defaulting Underwriter or Underwriters agreed but
failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Units and arrangements satisfactory to the Company
and the Representative for the purchase of such Firm Units are not made within 48 hours after such default, this Agreement will terminate
without liability on the part of any non-defaulting Underwriter, or the Company for the purchase or sale of any Offered Units under this
Agreement. In any such case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event
for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any
other documents or arrangements may be effected. Any action taken pursuant to this Section 8 shall not relieve any defaulting Underwriter
from liability in respect of any default of such Underwriter under this Agreement.
9. Miscellaneous.
(a) Notices.
Notice given pursuant to any of the provisions of this Agreement shall be in writing and, unless otherwise specified, shall be mailed,
hand delivered or telecopied (a) if to the Company, at the office of the Company, 450 E. Rio Salado Parkway, Suite 130, Tempe,
Arizona 85281, Attention: Cassandra Joseph; Email: Cassandra@ivnelectric.com or (b) if to the Underwriters, c/o BMO Capital Markets
Corp., 151 W 42nd St., New York, New York 10036, Attention: Legal Department, Facsimile: (212) 702-1205, Email: bmoprospectus@bmo.com.
Any such notice shall be effective only upon receipt.
(b) No
Third Party Beneficiaries. This Agreement has been and is made solely for the benefit of the several Underwriters, the Company and
to the extent provided in Section 6 hereof, the controlling persons, affiliates, directors, officers, and employees, referred to
in Section 6 hereof, and their respective successors and assigns, and no other person shall acquire or have any right under or by
virtue of this Agreement. The term “successors and assigns” as used in this Agreement shall not include a purchaser of Offered
Units from the Underwriters in his, her or its capacity as such a purchaser.
(c) Survival
of Representations and Warranties. All representations, warranties and agreements of the Company contained herein or in certificates
or other instruments delivered pursuant hereto shall remain operative and in full force and effect regardless of any investigation made
by or on behalf of any Underwriter or any of their controlling persons and shall survive delivery of and payment for the Offered Units
hereunder.
(d) Disclaimer
of Fiduciary Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Offered Units pursuant to
this Agreement, including the determination of the public offering price of the Offered 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, (ii) in
connection with the offering contemplated by this Agreement and the process leading to such transaction, each of the Underwriters is and
has been acting solely as a principal and is not the agent or fiduciary of the Company or its securityholders, creditors, employees or
any other party, (iii) none of the Underwriters has assumed nor will it assume any advisory or fiduciary responsibility in favor
of the Company with respect to the offering of the Offered Units contemplated by this Agreement or the process leading thereto (irrespective
of whether any Underwriter or its affiliates has advised or is currently advising the Company on other matters) and the Underwriters have
no obligation to the Company with respect to the offering of the Offered Units contemplated by this Agreement except the obligations expressly
set forth in this Agreement, (iv) each of 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 (v) the Underwriters have not provided any legal, accounting, regulatory
or tax advice with respect to the offering contemplated by this Agreement and the Company has consulted its own legal, accounting, regulatory
and tax advisors to the extent it deemed appropriate.
(e) Recognition
of U.S. Special Resolution Regimes. In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under
a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this
Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement,
and any interest and obligation in or under this Agreement, were governed by the laws of the United States or a state of the United States.
In the event that any Underwriter that is a Covered Entity or a Covered Affiliate of any such Underwriter becomes subject to a proceeding
under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted
to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement
were governed by the laws of the United States or a state of the United States. As used in this section: (i) “Covered Affiliate”
has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k);
(ii) “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined
in, and interpreted in accordance with, 12 C.F.R. § 252.82(b), (B) a “covered bank” as that term is defined
in, and interpreted in accordance with, 12 C.F.R. § 47.3(b) or (C) a “covered FSI” as that term is defined
in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned
to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S.
Special Resolution Regime” means each of (i) the U.S. Federal Deposit Insurance Act and the regulations promulgated thereunder
and (ii) Title II of the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
(f) Actions
of the Representative. Any action by the Underwriters hereunder may be taken by the Representative on behalf of the Underwriters,
and any such action taken by the Representative shall be binding upon the Underwriters.
(g) Governing
Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS
MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE. Each, party hereto hereby irrevocably submits for purposes of any action arising
from this Agreement brought by the other party hereto to the jurisdiction of the courts of New York State located in the Borough of Manhattan
and the U.S. District Court for the Southern District of New York.
(h) Counterparts.
This Agreement may be signed in two or more counterparts with the same effect as if the signatures thereto and hereto were upon the same
instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal
ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com)
or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and
effective for all purposes.
(i) Survival
of Provisions Upon Invalidity of Any Single Provision. In case any provision in this Agreement shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
(j) Waiver
of Jury Trial. The Company and the Underwriters each hereby irrevocably waive any right they may have to a trial by jury in respect
of any claim based upon or arising out of this Agreement or the transactions contemplated hereby.
(k) Titles
and Subtitles. The titles of the sections and subsections of this Agreement are for convenience and reference only and are not to
be considered in construing this Agreement.
(l) Entire
Agreement. This Agreement embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements
and understandings relating to the subject matter hereof. This Agreement may not be amended or otherwise modified or any provision hereof
waived except by an instrument in writing signed by the Representative and the Company.
[Signature page follows]
Please confirm that the foregoing
correctly sets forth the agreement between the Company and the several Underwriters.
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Very truly yours, |
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|
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Ivanhoe Electric Inc. |
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|
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By: |
/s/ Cassandra Joseph |
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|
Name: |
Cassandra Joseph |
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|
Title: |
General Counsel |
Confirmed as of the date first above mentioned:
BMO Capital
Markets Corp.
Acting on behalf of themselves and as Representative
of the several Underwriters named in Schedule I hereof
| By: |
/s/ Brad Pavelka |
|
| |
Name: |
Brad Pavelka |
|
| |
Title: |
Managing Director |
|
Schedule I
| Underwriter | |
Number of
Firm Units | |
| BMO Capital Markets Corp. | |
| 10,256,411 | |
| Total | |
| 10,256,411 | |
Schedule II
ISSUER FREE WRITING PROSPECTUSES:
None.
Schedule III
WRITTEN TESTING-THE-WATERS COMMUNICATIONS:
None.
Schedule IV
Number of Firm Units: 10,256,411
Unit Price to Public: $5.85 per Firm
Unit
Purchase Price: $5.616 per Firm Unit
Firm Warrant exercise price: $7.00
Firm Warrant expiration date: February 14,
2026
Value of price allocated to each Firm
Share: $5.84
Schedule V
MATERIAL SUBSIDIARIES:
Mesa Cobre Holding Corporation
Computational Geosciences Inc.
Tintic Copper & Gold Inc
Geo27, Inc.
Ivanhoe Electric (BVI) Inc.
VRB Energy Inc.
Ivanhoe Electric MENA Holdings Ltd.
EXHIBIT A
__________, 2025
BMO Capital Markets Corp.
As Representative of the
Several Underwriters
c/o BMO Capital Markets Corp.
151 W 42nd St.
New York, New York 10036
Ladies and Gentlemen:
In consideration of the agreement
of the several underwriters (the “Underwriters”), for which BMO Capital Markets Corp. intends to act as Representative,
to underwrite a proposed public offering (the “Offering”) of units (the “Units”), with each unit
consisting of (i) one share of common stock, par value $0.0001 per share (the “Stock”) and (ii) one warrant,
with each warrant (a “Warrant”) exercisable for one share of common stock, of Ivanhoe Electric Inc., a Delaware corporation
(the “Company”), the undersigned hereby irrevocably agrees that the undersigned shall not, and shall not cause any
direct or indirect affiliate to, for a period (the “Lock-Up Period”) beginning on the date of this Lock-Up Agreement
and ending 90 days after the date of the final prospectus supplement for the Offering (the “Prospectus”), without the
prior written consent of the Representative (which consent may be withheld in their sole discretion), (1) offer, sell, pledge, contract
to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase,
lend, or otherwise transfer or dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result
in the disposition), or require the Company to file with the Securities and Exchange Commission a registration statement under the Securities
Act of 1933, as amended (the “Securities Act”), to register, or a prospectus with securities commissions or other securities
regulatory authorities in any provinces or territories of Canada in respect of, any shares of Stock or any securities convertible into
or exercisable or exchangeable for Stock or warrants or other rights to acquire shares of Stock of which the undersigned is now, or may
in the future become, the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”)) (such shares, securities, warrants or rights collectively, the “Restricted Securities”),
(2) enter into any hedging, swap or other derivatives transaction that transfers to another, in whole or in part, directly or indirectly,
any of the economic benefits or risks of ownership of such Restricted Securities, whether any such transaction described in clause (1) or
(2) above is to be settled by delivery of Stock or other securities, in cash or otherwise, or (3) publicly disclose the intention
to enter into any transaction described in clause (1) or (2) above. The undersigned also agrees and consents to the entry of
stop transfer instructions with the Company’s transfer agent and registrar against the transfer of Restricted Securities owned either
of record or beneficially by the undersigned except in compliance with the foregoing restrictions. Any securities of the Company acquired
by the undersigned in the Offering (including, without limitation, in any issuer-directed share program) will also be Restricted Securities
subject to this Lock-Up Agreement.
The foregoing restrictions
shall not apply to: (i) transfers of Restricted Securities as a bona fide gift or gifts by the undersigned; (ii) transfers
or dispositions of Restricted Securities to any trust for the direct or indirect benefit of the undersigned or any member of the immediate
family of the undersigned; (iii) transfers or dispositions of Restricted Securities to any of the undersigned’s affiliates
(within the meaning set forth in Rule 405 under the Securities Act), limited partners, general partners, limited liability company
members or stockholders; (iv) transfers of Restricted Securities by will, other testamentary document or intestate succession to
the legal representative, heir, beneficiary or a member of the immediate family of the undersigned; (v) transfers or dispositions
of shares of Stock acquired by the undersigned in open market purchases after the completion of the Offering; (vi) entry by the undersigned
into any trading plan established pursuant to Rule 10b5-1 under the Exchange Act; (vii) the exercise of stock options granted
pursuant to the Company’s equity incentive plans (including by “net” or “cashless exercise”) or warrants
that are described in the Prospectus; provided that such restrictions shall apply to any of the undersigned’s Restricted
Securities issued upon such exercise; (viii) the transfer of shares of Restricted Securities from the undersigned to the Company
(or the purchase and cancellation of same by the Company) upon a vesting event of the Company’s securities or upon the exercise
of options to purchase shares of Stock of the Company by the undersigned, in each case on a “cashless” or “net exercise”
basis, or to cover tax withholding obligations of the undersigned in connection with such vesting or exercise; provided that any public
filing or public announcement under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares
of Stock of the Company, or otherwise, required or voluntarily made during the Lock-Up Period shall clearly indicate in the footnotes
thereto or comments section thereof that such transfer was made pursuant to the circumstances described in this clause; (ix) transfers
of Stock or any securities convertible into or exercisable or exchangeable for Stock pursuant to a bona fide third-party tender offer,
merger, consolidation or other similar transaction made to all holders of the Company’s capital stock involving a Change of Control
of the Company, provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed,
the undersigned’s Restricted Securities shall remain subject to the restrictions contained in this Lock-Up Agreement; or (x) transfers
of Stock or any securities convertible into or exercisable or exchangeable for Stock by operation of law to a spouse, former spouse, domestic
partner, former domestic partner, child or other dependent pursuant to a qualified domestic order or in connection with a divorce settlement;
provided that any public filing or public announcement under Section 16(a) of the Exchange Act, reporting a reduction
in beneficial ownership of shares of Stock of the Company, or otherwise, required or voluntarily made during the Lock-Up Period shall
clearly indicate in the footnotes thereto or comments section thereof that such transfer was made pursuant to the circumstances described
in this clause; provided, however, that (a) in the case of (i), (ii), (iii), (iv) or (x) above, it shall be a condition
to the transfer or disposition that the donee, trustee, heir, distributee or other transferee, as the case may be, agrees to be bound
in writing to the restrictions set forth herein during the Lock-Up Period; (b) any transfer or disposition pursuant to (i), (ii),
(iii) or (iv) above shall not involve a disposition for value; (c) in the case of a transfer or distribution pursuant to
(i), (ii), (iii) or (v) above, no filing by the undersigned or any other party under the Exchange Act or any of the securities
laws (including rules, regulations, policy statements or other such instruments or rulings) of each of the provinces and territories of
Canada (collectively, “Canadian Securities Laws”) or other public announcement shall be required or made voluntarily
during the Lock-Up Period in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration
of the Lock-Up Period or any filing required under Section 13 under the Exchange Act after the expiration of the Lock-Up Period if
the undersigned is not an officer or director of the Company, so long as such required filing includes a reasonably detailed explanation
of such transfer or distribution); and (d) in the case of (vi) above, such trading plan does not provide for any sales or other
dispositions of Restricted Securities during the Lock-Up Period and no public announcement or filing under the Exchange Act or otherwise
is made by or on behalf of the undersigned or the Company regarding the establishment of, or sales under, such plan during the Lock-Up
Period. For the purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage, domestic
partnership or adoption, not more remote than first cousin. For purposes of clause (ix) of this paragraph, “Change of Control”
shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), after the closing of this Offering,
to a person or group of affiliated persons, of the Company’s voting securities if, after such transfer, such person or group of
affiliated persons would hold shares having more than 50% of the voting power of all outstanding voting shares of the Company (or the
surviving entity).
If the undersigned is an officer
or director of the Company, the undersigned further agrees that the foregoing restrictions shall be equally applicable to any issuer-directed
Stock (including Stock underlying Warrants) or Warrants the undersigned may purchase in the Offering.
With respect to the Offering
only, the undersigned waives any registration rights relating to registration under the Securities Act or Canadian Securities Laws of
any shares of Stock (including Stock underlying Warrants) or Warrants owned either of record or beneficially by the undersigned, including
rights to receive notice of the Offering. In addition, the undersigned hereby irrevocably waives any and all rights to any antidilution
adjustments, preemptive rights, participation rights, resale rights, rights of first refusal and similar rights that the undersigned may
have in connection with the Offering, except for any such rights as have been heretofore duly exercised.
This Lock-Up Agreement shall
automatically terminate and become null and void (i) at such time as the Representative, on the one hand, or the Company, on the
other hand, advises the other in writing, prior to the execution of the Underwriting Agreement, that it has determined not to proceed
with the Offering, (ii) upon the termination of the Underwriting Agreement before the closing of the Offering, or (iii) on February 28,
2025, if the Offering shall not have closed by such date; provided, however, that the Representative or the Company may,
by written notice to the undersigned prior to such date, extend such date for a period of up to 30 additional days.
The undersigned hereby represents
and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement. All authority herein conferred or
agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives
of the undersigned. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with
the Offering in reliance upon this Lock-Up Agreement.
The undersigned acknowledges
and agrees that the Underwriters have not provided any recommendation or investment advice nor have the Underwriters solicited any action
from the undersigned with respect to the Offering and the undersigned has consulted their own legal, accounting, financial, regulatory
and tax advisors to the extent deemed appropriate. The undersigned further acknowledges and agrees that, although the Underwriters may
provide certain Regulation Best Interest and Form CRS disclosures or other related documentation to the undersigned in connection
with the Offering, the Underwriters are not making a recommendation to the undersigned to participate in the Offering or sell any shares
of Stock at the price determined in the Offering, and nothing set forth in such disclosures or documentation is intended to suggest that
any Underwriter is making such a recommendation.
[Remainder of page intentionally left blank]
This Lock-Up Agreement and
any claim, controversy or dispute arising under or related to this Lock-Up Agreement shall be governed by and construed in accordance
with the laws of the State of New York applicable to agreements made and to be performed entirely within such state.
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Very truly yours, |
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Name of Officer, Director or Security Holder
(Print exact name) |
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If not signing in an individual capacity: |
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|
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Name of Authorized Signatory (Print) |
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Title of Authorized Signatory (Print) |
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(indicate capacity of person signing if
signing as custodian, trustee, or on behalf of an entity) |
EXHIBIT B
Form of Opinion of
U.S. Counsel to the Company
1. The
Company is a corporation validly existing and in good standing under the laws of the State of Delaware and has full corporate power to
conduct its business as described in the Registration Statement, the U.S. Time of Sale Prospectus and the U.S. Prospectus.
2. The
Shares have been duly authorized by the Company and, when issued and delivered against payment therefor in accordance with the Underwriting
Agreement, will be validly issued, fully paid and nonassessable, and the issuance of the Shares will not be subject to any preemptive
or similar rights under (a) the Delaware General Corporation Law, (b) the certificate of incorporation or by-laws of the Company,
or (c) except as described in the Registration Statement, the U.S. Time of Sale Prospectus and the U.S. Prospectus, any agreement
listed on Schedule I to such opinion.
3. The
Warrants have been duly authorized by the Company and, when issued and delivered against payment therefor in accordance with the Underwriting
Agreement and the Warrant Agent Agreement, will be valid and binding obligations of the Company, enforceable against the Company in accordance
with their terms, and the issuance of the Warrants will not be subject to any preemptive or similar rights under (a) the Delaware
General Corporation Law or the laws of the State of New York, (b) the certificate of incorporation or by-laws of the Company, or
(c) except as described in the Registration Statement, the U.S. Time of Sale Prospectus and the U.S. Prospectus, any agreement listed
on Schedule I to such opinion.
4. The
Warrant Shares have been duly authorized by the Company and, upon issuance in connection with the exercise of the Warrants in accordance
with the terms thereof, will be validly issued, fully paid and nonassessable.
5. No
consent, approval, authorization or order of, or other action by, or notice or filing with, any governmental authority or regulatory body
of the State of New York or the United States of America, that has not been obtained or made is required in connection with the authorization,
issuance and sale of the Offered Units by the Company, the execution and delivery by the Company of the Underwriting Agreement and the
Warrant Agent Agreement or the performance by the Company of its obligations thereunder, except as have been obtained under the Securities
Act of 1933, as amended, and as may be required under state securities or “Blue Sky” laws in connection with the offer and
sale by the Underwriters of the Shares.
6. The
statements made in each of the Registration Statement, the U.S. Time of Sale Prospectus and the U.S. Prospectus under the caption “Description
of Securities,” insofar as they constitute summaries of the terms of the Shares and the Warrants, constitute accurate summaries
of such terms of such Shares and Warrants in all material respects.
7. The
statements made in each of the U.S. Time of Sale Prospectus and the U.S. Prospectus under the caption “Certain United States Federal
Income Tax Consequences,” insofar as such statements constitute summaries of United States federal law and regulations or legal
conclusions with respect thereto, constitute accurate summaries of the matters described therein in all material respects.
8. The
Company has full corporate power and authority to enter into and perform the obligations under the Underwriting Agreement, and the Underwriting
Agreement has been duly authorized, executed and delivered by the Company.
9. The
Company has full corporate power and authority to enter into and perform the obligations under the Warrant Agent Agreement, and the Warrant
Agent Agreement has been duly authorized, executed and delivered by the Company and is enforceable against the Company in accordance with
their terms, except that the enforceability of the Warrant Agent Agreement may be subject to bankruptcy, insolvency, reorganization, fraudulent
conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity
(regardless of whether enforceability is considered in a proceeding in equity or at law).
10. The
execution and delivery by the Company of the Underwriting Agreement and the Warrant Agent Agreement do not, and the performance by the
Company of its obligations thereunder, including the issuance and sale of the Shares and the Warrants, do not and will not (a) violate
the certificate of incorporation or bylaws of the Company, (b) result in a breach or default under any agreement set forth in Schedule
I to such opinion or (c) result in a violation under federal laws of the United States (other than any federal securities laws),
the laws of the State of New York or the Delaware General Corporation Law.
11. The
Company is not, and, after giving effect to the issuance and sale by the Company of the Shares and the Warrants and the application of
the proceeds therefrom as described in the U.S. Time of Sale Prospectus, will not be required to register as an “investment company”
within the meaning of and subject to regulation under the Investment Company Act of 1940, as amended.
12. The
Registration Statement has become effective under the Securities Act and no order suspending the effectiveness of the Registration Statement
has been issued and no proceeding for that purpose has been instituted or is pending or, to the knowledge of such counsel, threatened.
13. Each
of the Registration Statement, as of the date it became effective under the Securities Act, the U.S. Time of Sale Prospectus, as of the
Applicable Time, and the U.S. Prospectus, as of its date, appeared, on its face, to be appropriately responsive, in all material respects,
to the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, except that in each
case, we express no view with respect to the financial statements, management reports and auditor attestations on internal control over
financial reporting, or other financial or accounting data (including XBRL data) contained or incorporated by reference in or omitted
from the Registration Statement, the U.S. Time of Sale Prospectus or the U.S. Prospectus, or mineral resource or mineral reserve estimates
or related technical information, including technical reports, technical report summaries and statements derived therefrom or attributed
to a qualified person, contained or incorporated by reference in or omitted from the Registration Statement, U.S. Time of Sale Prospectus
or the U.S. Prospectus.
14. The
Shares and the Warrant Shares have been duly authorized by the Company for listing and trading on NYSE American LLC.
Form of Negative Assurance Letter of
U.S. Counsel to the Company
Subject to the foregoing,
we confirm to you that, on the basis of the information we gained in the course of performing the services referred to above, nothing
has come to our attention that caused us to believe that (a) the Registration Statement, as of the Applicable Time, contained any
untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make
the statements therein not misleading, (b) the U.S. Time of Sale Prospectus, as of the Applicable Time, contained any untrue statement
of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading or (c) the U.S. Prospectus, as of its date or as of the date hereof, contained or contains
any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading, except that we express no belief in any of clauses (a),
(b) or (c) above with respect to the financial statements, management reports and auditor attestations on internal control over
financial reporting, or other financial or accounting data (including XBRL data), or mineral resource or mineral reserve estimates or
related technical information, including technical reports, technical report summaries and statements derived therefrom or attributed
to a qualified person, contained or incorporated by reference in or omitted from the Registration Statement, the U.S. Time of Sale Prospectus
or the U.S. Prospectus.
EXHIBIT C
Form of Opinion of
Canadian Counsel to the Company
1. All
necessary documents have been filed, all requisite proceedings have been taken and all necessary approvals, permits, consents and authorizations
have been obtained by the Company under Canadian Securities Laws to qualify the distribution of the Offered Units, including the Additional
Units, Additional Shares and Additional Warrants: (i) to the public in each of the provinces and territories of Canada other than
Québec (the “Qualifying Jurisdictions”) through
registrants registered under the Canadian Securities Laws of the Qualifying Jurisdictions who have complied with the relevant provisions
of Canadian Securities Laws; and (ii) to such registrants purchasing as principals.
2. No
authorization, consent or approval of, or filing, registration, permit, license, decree, qualification or recording with, any government,
governmental instrumentality, authority, agency or court having jurisdiction over the Company in the Qualifying Jurisdictions is required
for the performance by the Company of its obligations under the Agreement, other than those that have been obtained or made prior to the
closing of the Offering.
3. Computershare
Investor Services, Inc. has been duly appointed as the co-transfer agent for the Unit Shares and the Warrant Shares.
4. Subject
to the qualifications, assumptions, limitations and restrictions referred to in the section of the Prospectuses titled “Certain
Canadian Federal Income Tax Considerations”, the statements made therein are an accurate summary of the principal Canadian federal
income tax considerations generally applicable under the Income Tax Act (Canada) to a holder of Offered Units described therein who acquires
such Offered Units pursuant to the Offering.
5. The
statements under the heading of the Prospectuses titled “Eligibility for Investment” are accurate, subject to the assumptions,
qualifications, limitations and restrictions set out therein.
6. In
those Qualifying Jurisdictions where such an opinion can be provided, the Company being a reporting issuer (or the equivalent) under the
Canadian Securities Laws of all of the Qualifying Jurisdictions, and not being included on a list of defaulting reporting issuers maintained
by the securities regulators of such jurisdictions.
7. The
issuance by the Company of the Warrant Shares upon the due exercise of the Warrants is exempt from, or is not subject to, the prospectus
requirements of Canadian Securities Laws in the Canadian Qualifying Jurisdictions and no prospectus or other documents are required to
be filed, proceedings taken, or approvals, permits, consents or authorizations obtained under Canadian Securities Laws of the Canadian
Qualifying Jurisdictions in connection therewith.
8. The
first trade in, or resale of, the Warrants Shares is exempt from, or is not subject to, the prospectus requirements of Canadian Securities
Laws in the Canadian Qualifying Jurisdictions and no filing, proceeding or approval will need to be made, taken or obtained under such
laws in connection with any such trade or resale, provided that the trade or resale is not a “control distribution” (as defined
in National Instrument 45-102 – Resale of Securities).
Exhibit 4.1
WARRANT AGENT AGREEMENT
WARRANT AGENT AGREEMENT, dated as of February [•],
2025 (“Agreement”), between Ivanhoe Electric Inc., a Delaware corporation (the “Company”), Computershare
Inc., a Delaware corporation (“Computershare Inc.”) and its affiliate, Computershare Trust Company, N.A., a federally
chartered trust company (“Computershare Trust”), collectively as Warrant Agent.
R E C I T A L S
WHEREAS, pursuant to an effective registration
statement, SEC File No. 333-273195, and a prospectus supplement dated February 12, 2025 the Company (i) will issue 10,256,411
warrants (each whole warrant, a “Warrant” and, collectively, the “Warrants”), with each whole Warrant
exercisable to purchase one share of Common Stock, and (ii) may issue up to an additional 1,538,461 Warrants pursuant to an option
granted to the underwriters pursuant to the Underwriting Agreement. Each whole Warrant entitles the holder (the “Holders”
which term shall include a Holder’s transferees, successors and assigns) to purchase one share of Common Stock until February [•],
2026 upon the terms and subject to the conditions set forth therein;
WHEREAS, in connection with the Offering, the
Company and the Warrant Agent wish to enter into this Agreement and set forth the terms and conditions of the Warrants pursuant to the
form attached hereto as Exhibit B (the “Warrant”); and
WHEREAS, the Company wishes the Warrant Agent
to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer,
exchange, exercise and replacement of the Warrants and, in the Warrant Agent’s capacity as the Company’s transfer agent and
registrar, the delivery of the Warrant Shares (as defined below).
NOW, THEREFORE, in consideration of the premises
and the mutual agreements herein set forth, the parties hereby agree as follows:
Section 1. Certain
Definitions. For purposes of this Agreement, the following terms have the meanings indicated:
(a) “Business
Day” means any day other than a Saturday, Sunday or a day on which banking institutions in the State of New York are authorized
or obligated by law or executive order to close.
(b) “Close
of Business” on any given date means 5:00 p.m., New York City time, on such date; provided, however, that if such date is
not a Business Day it means 5:00 p.m., New York City time, on the next succeeding Business Day.
(c) “Exercise
Notice” means with respect to the exercise of a Warrant, a form of election to purchase Common Stock in substantially the form
attached as the Notice of Exercise Form annexed to the Warrant attached hereto as Exhibit B.
(d) “Exercise
Price” means the price per share as set forth in the Warrant, as may be adjusted from time to time as described in the Warrant.
(e) “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity or a government or any department or agency thereof.
(f) “Underwriting
Agreement” means the underwriting agreement dated February 12, 2025 between the Company and BMO Capital Markets Corp., as
representative of the several underwriters.
(g) “Warrant
Shares” means the shares of Common Stock issuable upon exercise of the Warrants.
Section 2. Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company in accordance with the express
terms and conditions (and no implied terms and conditions) set forth herein, and the Warrant Agent hereby accepts such appointment.
The fee schedule for the Warrant Agent’s services under this Agreement shall be as delivered by the Warrant Agent to the
Company prior to the date hereof (the “Fee Schedule”). The Company may from time to time appoint such Co-warrant agents
as it may, in its sole discretion, deem necessary or desirable upon 10 days’ prior written notice to the Warrant Agent. The
Warrant Agent shall have no duty to supervise, and shall in no event be liable for the acts or omissions of any such Co-warrant
agent.
Section 3. Book-Entry
Warrants.
(a) The
Warrants shall be issuable in book-entry form. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer
of such ownership shall be effected through, records maintained by (i) the Warrant Agent or its nominee for each Warrant or (ii) institutions
that have accounts with the Warrant Agent.
(b) If
the Warrant Agent subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the
Warrant Agent regarding other arrangements for book-entry settlement or may instruct the Warrant Agent to deliver to each Holder a Warrant
certificate in the form attached as Exhibit B hereto.
Section 4. Terms
and Conditions of Warrants; Effect of Countersignature. The terms and conditions of the Warrants are set forth in the Warrant attached
as Exhibit B hereto (the “Terms and Conditions”). This Agreement contains the entire agreement and understanding
among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings,
inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof.
Notwithstanding anything to the contrary contained in this Agreement, in the event of inconsistency between any provision in this Agreement
and any provision in the Terms and Conditions, as it may from time to time be amended, this Agreement shall prevail. The Company shall
not amend any provisions of the Terms and Conditions without the prior consent of the Warrant Agent, not to be unreasonably withheld
or delayed. Unless and until countersigned by the manual, facsimile or other electronic signature of the Warrant Agent pursuant to this
Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.
Section 5. Transfer
of Warrants.
(a) A
Holder of a Warrant may transfer or assign its Warrant pursuant to the Terms and Conditions upon delivery of written notice (duly executed
by such Holder or its agent or attorney) and funds sufficient to pay any transfer taxes or charges payable upon the making of such transfer
to the Warrant Agent at the office of the Warrant Agent designated for such purpose, or to the office of one of its agents as may be
designated in writing by the Warrant Agent and accompanied by appropriate instructions for transfer. If any such notice is delivered
to the Company, the Company will promptly forward the notice to the Warrant Agent. A party requesting transfer of Warrants or other securities
must provide any evidence of authority that may be required by the Warrant Agent, including but not limited to, a signature guarantee
from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association.
(b) If
any Warrant is lost, stolen, mutilated or destroyed, absent notice to the Company and the Warrant Agent of an acquisition by a bona fide
purchaser, the Warrant Agent may, upon receipt by Warrant Agent of an open penalty surety bond satisfactory to it and holding it and
Company harmless, issue, in a form mutually agreed to by Warrant Agent and the Company, a new Warrant of like denomination, tenor and
date as the Warrant so lost, stolen, mutilated or destroyed, and countersigned by the Warrant Agent. Any such new Warrant shall constitute
a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall be
at any time enforceable by any person. The Warrant Agent may, at its option, issue replacement Warrants for mutilated certificates upon
presentation thereof without such indemnity.
Section 6. Registration.
Upon the receipt of all information from the Company or its agents that the Warrant Agent may reasonably require, the Warrant Agent will
keep or cause to be kept, at its office, or at the office of one of its agents, books for registration and transfer of the Warrants issued
hereunder. Such books shall show the names and addresses of the respective Holders of the Warrants, the number of Warrants held by each
Holder, and the date on which the Warrant was granted to such Holder. The Warrant Agent will create a special account for the issuance
of the Warrants.
Section 7. Exercise
of Warrants.
(a) Subject
to the Terms and Conditions (including, without limitation, the limitations set forth in Section 2 of the Warrant and Section 7(c) herein),
the Holder of a Warrant may exercise the Warrant, in whole or in part, at the Holder’s election at any time on or after the Initial
Exercise Date (as defined in the Warrant) and before the Termination Date (as defined in the Warrant). The Holder shall exercise the
Warrant, in each case, by delivery of an executed Exercise Notice to the Warrant Agent (or to the Company if the exercise is made pursuant
to a cashless exercise pursuant to Section 2(c) of the Warrant) of the Holder’s election to exercise the Warrant and
payment of the Exercise Price, which may be made, at the option of the Holder, by check delivered to the Warrant Agent at the office
of the Warrant Agent designated for such purpose or to the office of one of its agents as may be designated in writing by the Warrant
Agent, or by wire transfer of immediately available funds to the account of the Warrant Agent set forth on Exhibit A hereto.
The Warrant Agent shall forward funds received for Warrant exercises in a given month by the 5th business day of the following month
by wire transfer to an account designated by the Company. If permitted by the Terms and Conditions (including Section 2(c) of
the Warrant), the Holder of a Warrant may exercise the Warrant by cashless exercise, in whole or in part, upon delivery of an executed
Exercise Notice to the Company. Upon receipt of an Exercise Notice for a cashless exercise, the Company shall calculate and transmit
to the Warrant Agent within one (1) Business Day (and the Warrant Agent shall have no obligation under this Agreement to calculate)
the number of Warrant Shares issuable in connection with the cashless exercise (the “Cashless Exercise Notification”).
The Warrant Agent shall have no duty or obligation under this Agreement or the Warrant to calculate, confirm, investigate or verify the
accuracy of the correctness of, the number of Warrant Shares issuable in connection with any exercise hereunder.
(b) Upon
receipt by the Warrant Agent of the Exercise Notice and the Exercise Price as described in Section 7(a) above, or the Cashless
Exercise Notification from the Company, the Warrant Agent shall use reasonable efforts to cause to be delivered the Warrant Shares to
or upon the order of the Holder of such Warrant, registered in such name or names as may be designated by such Holder by (x) in
the event of a cash exercise, within the time period set forth therefor in the Warrants (each such date, the “Delivery Date”);
provided, however, that the Warrant Agent shall not be liable to any Person for any liquidated damages or any other damages associated
with the Company’s failure to deliver the Warrant Shares by the Delivery Date. Notwithstanding the foregoing, if the Company is
then a participant in the Deposit Withdrawal at Custodian (“DWAC”) system of the Depository Trust Company (the “Depository”)
and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to and resale of the Warrant
Shares by Holder or (B) the Warrant is being exercised via cashless exercise pursuant to the Terms and Conditions, the certificates
for Warrant Shares shall be transmitted by the Warrant Agent to the Holder by crediting the account of the Holder’s prime broker
with the Depository through its DWAC system to the extent the Holder arranges with its broker to initiate delivery through the DWAC system
and the Warrant Agent has been duly instructed to deliver the Warrant Shares through the DWAC system.
(c) A
Holder of a Warrant shall not have the right to exercise any portion of the Warrant to the extent that, after giving effect to such issuance,
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), would beneficially own in excess of 4.99% of the number of shares of the Company’s Common Stock outstanding
immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of the Warrant; provided, however, that
if the Holder (or a controlling Affiliate of the Holder) is already subject to Section 16 of the Exchange Act with respect to the
Company’s Common Stock prior to giving effect to this Warrant, such limitation shall be 14.99% in lieu of 4.99%. A Holder, upon
not less than 61 days’ prior notice to the Company (which notice may not be waived), may increase or decrease the limitation set
forth in this Section 7(c) to the extent permitted by Section 2(e) of the Warrant, provided that the limitation in
no event exceeds 14.99% of the number of shares of the Company’s Common Stock outstanding immediately after giving effect to the
issuance of shares of Common Stock upon exercise of the Warrant held by the Holder. Upon receipt of any notice to increase the applicable
limitation applicable to a Holder, the Company shall deliver a copy of such notice to the Warrant Agent within five (5) Business
Days.
Section 8. Certain
Representations; Reservation and Availability of Shares of Common Stock.
(a) This
Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof
by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance
with its terms, and the Warrants and the Warrant Shares upon issuance have been duly authorized, executed and issued by the Company and,
assuming due authentication thereof by the Warrant Agent pursuant hereto, constitute valid and legally binding obligations of the Company
enforceable against the Company in accordance with their terms and entitled to the benefits hereof; in each case except as enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’
rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity
or at law).
(b) The
Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common
Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of
Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants.
(c) The
Company shall provide an opinion of counsel prior to the Warrant Agent setting up a reserve of Warrants and Common Stock to be used in
connection with the exercise of the Warrants stating that (i) Warrants or such shares of Common Stock were offered, sold or issued
as part of an offering that was registered in compliance with the Securities Act of 1933 (the “1933 Act”), as amended, or
are exempt from such registration and the shares are “covered securities” under Section 18 of the 1933 Act, and (ii) such
shares will be validly issued, fully paid and non-assessable upon exercise of the Warrants in accordance with their terms.
(d) The
Company will, from time to time, promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect
of the issuance or delivery of Warrant Shares, but neither the Company nor Warrant Agent shall be obligated to pay any transfer taxes
in respect of the Warrants or such shares. The Warrant Agent shall not register any transfer or issue or deliver any Warrant certificate(s) or
Warrant Shares unless or until the persons requesting the registration or issuance shall have paid to the Warrant Agent for the account
of the Company the amount of such tax or charge, if any, or shall have established to the reasonable satisfaction of the Company and
the Warrant Agent that such tax or charge, if any, has been paid. The Warrant Agent shall not have any duty or obligation to take any
action under any section of this Agreement that requires the payment of taxes and/or charges unless and until it is satisfied that all
such payments have been made.
Section 9. Common
Stock Record Date. Each person in whose name any certificate for shares of Common Stock is issued (or to whose prime broker’s
account is credited shares of Common Stock through the DWAC system) upon the exercise of Warrants shall for all purposes be deemed to
have become the holder of record for the Common Stock represented thereby on, and such certificate shall be dated, (x) in the event
of a cashless exercise, the date on which the Company receives the Cashless Exercise Notice or (y) in the event of an exercise for
cash, the later of (A) the date on which the Warrant Agent receives such Exercise Notice or (B) the date on which the Warrant
Agent receives the Exercise Price; provided, however, that if the date of such submission, payment and submission is a date upon which
the Common Stock transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares
on, and such certificate shall be dated, the next succeeding day on which the Common Stock transfer books of the Company are open.
Section 10. Adjustment
of Exercise Price, Number of Shares of Common Stock or Number of Warrants. The Exercise Price, the number of shares covered by each
Warrant and the number of Warrants outstanding are subject to adjustment from time to time as provided in the Terms and Conditions (“Adjustment
Events”). The Company hereby agrees that it will provide the Warrant Agent with reasonable written notice of Adjustment Events.
The Company further agrees that it will provide the Warrant Agent with any new or amended exercise terms. The Warrant Agent shall have
no obligation under this Agreement to determine whether an Adjustment Event has occurred or to calculate any of the adjustments set forth
herein.
Section 11. Certification
of Adjusted Exercise Price or Number of Shares of Common Stock. Whenever the Exercise Price or the number of shares of Common Stock
issuable upon the exercise of each Warrant is adjusted as provided in the Terms and Conditions, the Company shall (a) promptly prepare
a certificate setting forth the Exercise Price of each Warrant as so adjusted, and a brief statement of the facts accounting for such
adjustment, (b) promptly file with the Warrant Agent a copy of such certificate and (c) instruct the Warrant Agent to mail,
at the expense of the Company, such certificate to each holder of a Warrant.
Section 12. Reclassification,
Consolidation, Purchase, Combination, Sale or Conveyance. If, at any time while the Warrants are outstanding, the Company shall effect
any Fundamental Transaction, as such term is used in the Terms and Conditions, the Company shall instruct the Warrant Agent to mail by
first class mail, postage prepaid, to each Holder of a Warrant, written notice of the execution of any such amendment, supplement or
agreement. Any supplemented or amended agreement entered into by the successor corporation or transferee shall provide for adjustments
as set forth in the Terms and Conditions. The Warrant Agent shall be under no responsibility to determine the correctness of any provisions
contained in such agreement relating either to the kind or amount of securities or other property receivable upon exercise of warrants
or with respect to the method employed and provided therein for any adjustments and shall be entitled to rely upon the provisions contained
in any such agreement. The provisions of this Section 12 shall similarly apply to successive Fundamental Transactions.
Section 13. Concerning
the Warrant Agent.
(a) The
Company agrees to pay to the Warrant Agent reasonable compensation for all services rendered by it hereunder in accordance with the Fee
Schedule, and, from time to time, to reimburse the Warrant Agent its reasonable expenses and reasonable counsel fees and other disbursements
and advances incurred by the Warrant Agent in the preparation, negotiation, delivery, amendment, administration and execution of this
Agreement and the exercise and performance of its duties hereunder.
(b) The
Company covenants and agrees to indemnify and to hold the Warrant Agent harmless against any loss, liability, damage, judgment, fine,
penalty, claim, demand, settlement, cost or expense (including the reasonable fees and expenses of legal counsel), which may be paid,
incurred or suffered by or to which it may become subject, arising from or out of, directly or indirectly, any claims or liability resulting
from any action taken, suffered or omitted by the Warrant Agent in connection with the execution, acceptance, administration, exercise
and performance of its duties under this Agreement, including the reasonable costs and expenses of defending against any claim of liability
arising therefrom, directly or indirectly, or of enforcing its rights under this Agreement; provided, that such covenant and agreement
does not extend to, and the Warrant Agent shall not be indemnified with respect to, such costs, expenses, losses and damages incurred
or suffered by the Warrant Agent as a result of, or arising out of, its gross negligence, bad faith, or willful misconduct (each as determined
by a final, non-appealable judgment of a court of competent jurisdiction).
(c) Notwithstanding
anything in this Agreement to the contrary, in no event will the Warrant Agent be liable for special, punitive, indirect, incidental
or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Warrant Agent has been
advised of the likelihood of such loss or damage and regardless of the form of action. The Warrant Agent will not be deemed to have knowledge
of any event of which it was supposed to receive notice thereof hereunder, and the Warrant Agent will be fully protected and will incur
no liability for failing to take any action in connection therewith unless and until it has received such notice.
(d) Subject
to Section 13(j), the Warrant Agent shall be liable for losses or damage to the Company directly attributable to the Warrant Agent’s
gross negligence, bad faith or willful misconduct (each as determined in a final non-appealable judgment of a court of competent jurisdiction)
in the performance of its obligations hereunder.
(e) Promptly
after the receipt by the Warrant Agent of notice of any demand or claim or the commencement of any action, suit, proceeding or investigation,
the Warrant Agent shall, if a claim in respect thereof is to be made against the Company, notify the Company thereof in writing. For
the purposes of this Section 13, the terms “expense” or “loss” mean any amount paid or payable to satisfy
any claim, demand, action, suit or proceeding, and all reasonable costs and expenses, including, but not limited to, reasonable counsel
fees and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation.
(f) Promptly
after the receipt by the Company of notice of any demand or claim or the commencement of any action, suit, proceeding or investigation,
the Company shall, if a claim in respect thereof is to be made against the Warrant Agent, notify the Warrant Agent thereof in writing.
(g) All
funds received by the Warrant Agent under this Agreement that are to be distributed or applied by the Warrant Agent in the performance
of services under this Agreement (the “Funds”) shall be held by Computershare Inc. as agent for the Company and deposited
in one or more bank accounts to be maintained by Computershare Inc. in its name as agent for the Company. Until paid pursuant to the
terms of this Agreement, Computershare Inc. will hold the Funds through such accounts in: (a) funds backed by obligations of, or
guaranteed by, the United States of America; (b) debt or commercial paper obligations rated A-1 or P-1 or better by S&P Global
Inc. (“S&P”) or Moody's Investors Service, Inc. (“Moody’s”), respectively; (c) Government
and Treasury backed AAA-rated Fixed NAV money market funds that comply with Rule 2a-7 of the Investment Company Act of 1940, as
amended; or (d) short term certificates of deposit, bank repurchase agreements, and bank accounts with commercial banks with Tier
1 capital exceeding $1 billion, or with an investment grade rating by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term
Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Computershare Inc. shall
have no responsibility or liability for any diminution of the Funds that may result from any deposit made by Computershare Inc. in accordance
with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. Computershare
Inc. may from time to time receive interest, dividends or other earnings in connection with such deposits. Computershare Inc. shall not
be obligated to pay such interest, dividends or earnings to the Company, any holder or any other party.
(h) In
the event of a cash exercise of the Warrants, the Company shall instruct the Warrant Agent as to the cost basis for the newly issued
shares. In the event of a cashless exercise of the Warrants, the Company shall instruct the Warrant Agent as to the cost basis for the
newly issued shares at the time of the delivery to the Warrant Agent by the Company of the Cashless Exercise Notification.
(i) From
time to time, the Warrant Agent may request funding to cover any fractional payments. The Warrant Agent shall have no obligation
to make fractional payments unless the Company shall have provided the necessary funds to pay in full all amounts due and payable with
respect thereto.
(j) Notwithstanding
anything contained herein to the contrary, the Warrant Agent’s aggregate liability during any term of this Agreement with respect
to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement,
whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company to Warrant
Agent as fees and charges, but not including reimbursable expenses of the Warrant Agent, during the twelve (12) months immediately preceding
the event for which recovery from Warrant Agent is being sought.
The provisions of this Section 13 and Section 15 shall survive
the termination of this Agreement, the exercise or expiration of the Warrants and the resignation, replacement or removal of the Warrant
Agent.
Section 14. Purchase
or Consolidation or Change of Name of Warrant Agent. Any Person into which the Warrant Agent or any successor Warrant Agent may be
merged or with which it may be consolidated, or any Person resulting from any merger or consolidation to which the Warrant Agent or any
successor Warrant Agent shall be party, or any corporation succeeding to the business of the Warrant Agent or any successor Warrant Agent,
shall be the successor to the Warrant Agent under this Agreement without the execution or filing of any paper or any further act on the
part of any of the parties hereto, provided that such entity would be eligible for appointment as a successor Warrant Agent under the
provisions of Section 16.
Section 15. Duties
of Warrant Agent. The Warrant Agent undertakes the express duties and obligations imposed by this Agreement upon the following terms
and conditions (and no duties or obligations shall be inferred), by all of which the Company and the Holders of Warrants, by their acceptance
thereof, shall be bound:
(a) The
Warrant Agent shall not be accountable with respect to the validity, value, kind or amount of any Warrant Shares, securities or property
which may be issued or delivered at any time upon the exercise of any Warrant and makes no representation with respect thereto.
(b) The
Warrant Agent shall not be obligated to expend or risk its own funds or to take any action that it believes would expose or subject it
to expense or liability or to a risk of incurring expense or liability, unless it has been furnished with assurances of repayment or
indemnity satisfactory to it.
(c) The
Warrant Agent may consult with its legal counsel, and the advice or opinion of such counsel shall be full and complete authorization
and protection to the Warrant Agent and the Warrant Agent shall not incur any liability for or in respect of any action taken or omitted
by it in the absence of bad faith and in accordance with such advice or opinion.
(d) Whenever
in the performance of its duties under this Agreement the Warrant Agent shall deem it necessary or desirable that any fact or matter
be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence
in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by written (including electronic)
instructions of the Chief Executive Officer or President of the Company or by the Chief Financial Officer of the Company and delivered
to the Warrant Agent; and such certificate shall be full authentication to the Warrant Agent for any action taken, omitted or suffered
by it, in the absence of bad faith, under the provisions of this Agreement in reliance upon such writing.
(e) The
Warrant Agent may rely on, and will be held harmless and protected and shall incur no liability in acting or refraining from acting,
upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document from the Company with respect to any matter relating to its acting as
Warrant Agent hereunder believed by it to be genuine and to have been signed or presented by the proper Person or upon any written or
oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant Agent hereunder. The Warrant
Agent need not investigate any fact or matter stated in such paper or document.
(f) The
Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the
Warrant or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company
only.
(g) The
Warrant Agent shall not have any duty or responsibility in the case of the receipt of any written demand from any holder of Warrants
with respect to any action or default by the Company, including, without limiting the generality of the foregoing, any duty or responsibility
to initiate or attempt to initiate any proceedings at law or otherwise or to make any demand upon the Company.
(h) The
Warrant Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof
(except the due execution hereof by the Warrant Agent); nor shall it be responsible for any breach by the Company of any covenant or
condition contained in this Agreement or in the Warrant; nor shall it be responsible for the adjustment of the Exercise Price or the
making of any change in the number of shares of Common Stock or Warrant Shares required under the provisions of Section 7, Section 10,
Section 12 and the Warrant or responsible for the manner, method or amount of any such change or the ascertaining of the existence
of facts that would require any such adjustment or change (except with respect to the exercise of Warrants after actual notice of any
adjustment of the Exercise Price); nor shall it be liable for any liquidated damages or any other damages associated with the Company’s
failure to timely deliver Warrant Shares pursuant to the terms of the Warrants; nor shall it by any act hereunder be deemed to make any
representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement
or as to whether any shares of Common Stock will, when issued, be duly authorized, validly issued, fully paid and nonassessable.
(i) The
Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered
all such further and other acts, instruments and assurances as may reasonably be required by the Warrant Agent for the carrying out or
performing by the Warrant Agent of the provisions of this Agreement.
(j) The
Warrant Agent is hereby authorized to accept instructions with respect to the performance of its duties hereunder from the Chief Executive
Officer or the Chief Financial Officer of the Company, may apply to such officers for advice or instructions in connection with its duties,
and may consult with legal counsel for the Warrant Agent with respect to any matter arising in connection with the services to be performed
by the Warrant Agent under this Agreement. The Warrant Agent shall not be liable and shall be indemnified and held harmless for any action
taken, omitted or suffered to be taken by it in accordance with instructions of any officer of the Company, provided the Warrant Agent
carries out such instructions without gross negligence, bad faith or willful misconduct (each as determined by a final, non-appealable
judgment of a court of competent jurisdiction). The Warrant Agent shall not be held to have notice of any change of authority of any
person, until receipt of written notice thereof from Company.
(k) The
Warrant Agent and any shareholder, director, officer, manager, member or employee of the Warrant Agent may buy, sell or deal in any of
the Warrants or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested,
or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement.
Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity.
(l) The
Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or
by or through its attorney or agents, and the Warrant Agent shall not be answerable or accountable for any act, default, neglect or misconduct
of any such attorney or agents or for any loss to the Company resulting from any such act, default, neglect or misconduct, absent gross
negligence, bad faith or willful misconduct (each as determined by a final judgment of a court of competent jurisdiction) in the selection
and continued employment thereof.
(m) The
Warrant Agent shall not be liable or responsible for any failure of the Company to comply with any of its obligations relating to any
registration statement filed with the Securities and Exchange Commission or this Agreement, including without limitation obligations
under applicable regulation or law.
(n) The
Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of any Warrants authenticated by
the Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the application by the Company of the proceeds
of the issue and sale, or exercise, of the Warrants.
(o) The
Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the express provisions
hereof (and no duties or obligations shall be inferred or implied). The Warrant Agent shall not assume any obligations or relationship
of agency or trust with any of the owners or holders of the Warrants.
(p) The
Warrant Agent may rely on and be fully authorized and protected in acting or failing to act upon (a) any guaranty of signature by
an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program or
other comparable “signature guarantee program” or insurance program in addition to, or in substitution for, the foregoing;
or (b) any law, act, regulation or any interpretation of the same even though such law, act, or regulation may thereafter have been
altered, changed, amended or repealed.
(q) In
the event the Warrant Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request
or other communication, paper or document received by the Warrant Agent hereunder, the Warrant Agent, may, in its sole discretion, refrain
from taking any action so long as the Warrant Agent promptly notifies the Company of such ambiguity or uncertainty, and shall be fully
protected and shall not be liable in any way to Company, the Holder of any Warrant or any other person or entity for refraining from
taking such action, unless the Warrant Agent receives written instructions signed by the Company which eliminates such ambiguity or uncertainty
to the satisfaction of Warrant Agent.
Section 16. Change
of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice
in writing mailed to the Company and, in the event that the Warrant Agent or one of its affiliates is not also the transfer agent for
the Company, to each transfer agent of the Common Stock in accordance with Section 18. In the event the transfer agency relationship
in effect between the Company and the Warrant Agent terminates, the Warrant Agent will be deemed to have resigned automatically and be
discharged from its duties under this Agreement as of the effective date of such termination, and the Company will be responsible for
sending any required notice(s). The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice
in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock
by registered or certified mail, and to the holders of the Warrants by first-class mail. If the Warrant Agent shall resign or be removed
or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail
to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation
or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a Warrant, then the Holder of any Warrant may apply
to any court of competent jurisdiction for the appointment of a new Warrant Agent. Any successor Warrant Agent, whether appointed by
the Company or by such a court, shall be a Person organized and doing business under the laws of the United States or of a state thereof,
in good standing and which is authorized under such laws to exercise corporate trust or stock transfer powers. After appointment, the
successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named
as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent
any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the
purpose, but such predecessor Warrant Agent shall not be required to make any additional expenditure (without prompt reimbursement by
the Company) or assume any additional liability in connection with the foregoing. Not later than the effective date of any such appointment,
the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Common Stock, and
mail a notice thereof in writing to the Holders of the Warrants. However, failure to give any notice provided for in this Section 16,
or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment
of the successor Warrant Agent, as the case may be.
Section 17. Warrant
Exercise Solicitation. From time to time, the Company may engage one or more registered broker-dealer(s) to act as the Company’s
agent for the solicitation of the exercise of the Warrants. If so engaged, the Company will provide the Warrant Agent with written notice
of the engagement.
Section 18. Notices.
Notices or demands authorized by this Agreement to be given or made (i) by the Warrant Agent or by the Holder of any Warrant certificate
to or on the Company, (ii) subject to the provisions of Section 16, by the Company or by the Holder of any Warrant certificate
to or on the Warrant Agent or (iii) by the Company or the Warrant Agent to the Holder of any Warrant certificate, shall be deemed
given (a) on the date delivered, if delivered personally, (b) when deposited with Federal Express or another recognized overnight
courier, if sent by Federal Express or another recognized overnight courier, (c) when mailed with postage prepaid, if mailed by
registered or certified mail (return receipt requested), and (d) the date of transmission, if such notice or communication is delivered
via email attachment (other than to the Warrant Agent) at or prior to 5:30 p.m. (New York City time) on a Business Day and (e) the
next Business Day after the date of transmission, if such notice or communication is delivered via email attachment (other than to the
Warrant Agent) on a day that is not a Business Day or later than 5:30 p.m. (New York City time) on any Business Day, in each case
to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):
If to the Warrant Agent, to:
Computershare Inc.
Computershare Trust Company, N.A.
150 Royall Street, Suite 101
Canton, MA 02021
Attention: Client Services
If to the Company, to:
Ivanhoe Electric Inc.
450 E Rio Salado Parkway, Suite 130
Tempe, Arizona 85281
Attention: General Counsel
email: cassandra@ivnelectric.com
Notwithstanding anything to the contrary herein, for any notice delivered
by email to be deemed given or made, such notice must be followed by notice sent by overnight courier service to be delivered on the
next business day following such email, unless the recipient of such email has acknowledged via return email receipt of such email.
Section 19. Supplements
and Amendments.
(a) The
Company and the Warrant Agent may from time to time supplement or amend this Agreement without the approval of any Holders of Warrant
certificates in order to cure any ambiguity, to correct or supplement any provision contained herein which may be defective or inconsistent
with any other provisions herein, or to make any other provisions with regard to matters or questions arising hereunder which the Company
may deem necessary or desirable and which shall not adversely affect the interests of the Holders of Warrants.
(b) In
addition to the foregoing, in accordance with the Terms and Conditions, the Company and the Warrant Agent may modify this Agreement for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or modifying
in any manner the rights of the holders of the Warrants. No amendment, supplement or other modification to this Agreement shall be effective
unless duly executed by the Warrant Agent and the Company. As a condition precedent to the Warrant Agent’s execution of any amendment
to this Agreement, the Company shall deliver to the Warrant Agent a certificate from a duly authorized officer of the Company that states
that the Terms and Conditions have been duly amended pursuant to the terms thereof and that the proposed amendment to the Agreement is
compliant with this Section 19 and Terms and Conditions, as amended; provided, however, that the Warrant Agent shall not be obligated
to execute any supplement or amendment that adversely affect its rights, duties or obligations or immunities hereunder.
Section 20. Successors.
All covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the
benefit of their respective successors and assigns hereunder.
Section 21. Benefits
of this Agreement. Nothing in this Agreement shall be construed to give any Person other than the Company and the Warrant Agent any
legal or equitable right, remedy or claim under this Agreement; but this Agreement shall be for the sole and exclusive benefit of the
Company, the Warrant Agent and the Holders of the Warrants.
Section 22. Governing
Law. This Agreement and each Warrant issued hereunder shall be governed by, and construed in accordance with, the laws of the State
of New York without giving effect to the conflicts of law principles thereof. The Company and each holder of Warrants hereby irrevocably
submits to the exclusive jurisdiction of the courts of the State of New York or the United States District Court for the Southern District
of New York, over any suit, action or proceeding arising out of or relating to this Agreement. The Company and each holder of Warrants
acknowledge that the forum designated by this Section 22 has a reasonable relation to this Agreement and to such Persons’
relationship with one another. The Company and each holder of Warrants hereby waive, to the fullest extent permitted by applicable law,
any objection which they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding
brought in any court referred to in this Section 22. The Company and each holder of Warrants undertake not to commence any action
subject to this Agreement in any forum other than the forum described in this Section 22. The Company and each holder of Warrants
agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding
brought in any such court will be conclusive and binding upon such Persons.
Section 23. Confidentiality.
The Warrant Agent and the Company agree that all books, records, information and data pertaining to the business of the other party,
including inter alia, personal, non-public warrant holder information, which are exchanged or received pursuant to the negotiation
or the carrying out of this Agreement including the fees for services set forth in the Fee Schedule shall remain confidential, and shall
not be voluntarily disclosed to any other person, except as may be required by law, including, without limitation, pursuant to subpoenas
from state or federal government authorities (e.g., in divorce and criminal actions).
Section 24. Counterparts.
This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Agreement executed
and/or transmitted electronically shall have the same authority, effect, and enforceability as an original signature.
Section 25. Captions. The captions of the sections of this Agreement have been inserted for convenience only and shall not control or affect the meaning or
construction of any of the provisions hereof.
Section 2. Severability.
If any provision of this Agreement shall be held illegal, invalid or unenforceable by any court, this Agreement shall be construed and
enforced as if such provision had not been contained herein and shall be deemed binding and enforceable to the full extent permitted
by applicable law; provided, that if such invalid or unenforceable term affects the rights, duties, obligations or liabilities of the
Warrant Agent, the Warrant Agent shall be entitled to resign immediately.
Section 3. Customer
Identification Program. The Company acknowledges that the Warrant Agent is subject to the customer identification program (“Customer
Identification Program”) requirements under the USA PATRIOT Act and its implementing regulations, and that the Warrant Agent must
obtain, verify and record information that allows the Warrant Agent to identify the Company. Accordingly, prior to accepting an appointment
hereunder, the Warrant Agent may request information from the Company that will help the Warrant Agent to identify the Company, including
without limitation the Company’s physical address, tax identification number, organizational documents, certificate of good standing,
license to do business, or any other information that the Warrant Agent deems necessary. The Company agrees that the Warrant Agent cannot
accept an appointment hereunder unless and until the Warrant Agent verifies the Company’s identity in accordance with the Customer
Identification Program requirements.
Section 4. Force
Majeure. Notwithstanding anything to the contrary contained herein, neither Warrant Agent nor the Company shall be liable for, or
considered to be in breach of or default under this Agreement (including Section 13) on account of any delay or failure to perform
its obligations hereunder due to causes beyond such party’s reasonable control including, without limitation, acts of God, terrorist
acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, pandemics, epidemics, or loss
of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, war, or civil
unrest.
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed as of the day and year first above written.
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IVANHOE ELECTRIC INC. |
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By: |
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Name: |
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Title: |
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COMPUTERSHARE INC. and |
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COMPUTERSHARE TRUST
COMPANY,
N.A., as Warrant Agent |
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On behalf of both parties |
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By: |
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Name: |
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Title: |
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[Signature Page to Warrant Agent Agreement]
EXHIBIT A
WIRE INSTRUCTIONS
EXHIBIT B
FORM OF WARRANT
See attached.
Exhibit 4.2
COMMON STOCK
PURCHASE WARRANT
IVANHOE
ELECTRIC INC.
| Warrant No.: W-[•] |
Initial Exercise Date: February [•], 2025 |
| CUSIP: 46578C116 |
Issue Date: [•], 2025 |
THIS COMMON STOCK 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 the close of business on February [•], 2026 (the “Termination
Date”) but not thereafter, to subscribe for and purchase from Ivanhoe Electric Inc., a Delaware corporation (the “Company”),
up to one (1) share (as subject to adjustment and certain limitations hereunder, the “Warrant Shares”) of Common
Stock. The purchase price of one share of Common Stock 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 Agreement, for all purposes of this Agreement, the following terms have the meanings
set forth 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 of 1933, as amended.
“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day
on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.
“Common
Stock” means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which such
securities may hereafter be reclassified or changed.
“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Common Stock, 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 Stock.
“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.
“Trading
Day” means a day on which the principal Trading Market is open for trading.
“Trading
Market” means any of the following markets or exchanges on which the Common Stock is 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 OTC Bulletin Board (or any successors to any of the foregoing).
“Transfer
Agent” means Computershare Trust Company, N.A., the current transfer agent of the Company with a mailing address of 150 Royall
Street, Suite 101, Canton, Massachusetts 02021, and any successor transfer agent of the Company.
“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)
on the Trading Market on which the Common Stock is 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 the OTC Bulletin Board is not a Trading Market, the
volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the OTC Bulletin Board, (c) if
the Common Stock is not then listed or quoted for trading on the OTC Bulletin Board and if prices for the Common Stock are then reported
in the “Pink Sheets” published by Pink OTC Markets, Inc. (or a similar organization or agency succeeding to its functions
of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market
value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holders of Warrants representing
not less than a majority of the Common Stock obtainable upon exercise of all such Warrants then outstanding, and reasonably acceptable
to the Company, the fees and expenses of which shall be paid by the Company.
“Warrant
Agent” means Computershare Inc. and Computershare Trust Company, N.A., collectively as Warrant Agent, or such other warrant
agent as may be appointed pursuant to the Warrant Agent Agreement.
“Warrant
Agent Agreement” means that certain warrant agent agreement, dated as of February [•], 2025, between the Company and
the Warrant Agent, and any successor agreement thereto.
“Warrants”
means the substantially identical warrants initially issued by the Company on or about the date first written above and having the same
exercise price as this Warrant.
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 Warrant Agent (or such other office or agency
of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of
the Company) of a duly executed facsimile copy of the Notice of Exercise in the form annexed hereto and, within three (3) Trading
Days of the date said Notice of Exercise is delivered to the Warrant Agent, payment of the aggregate Exercise Price of the shares thereby
purchased by wire transfer or cashier’s check drawn on a United States bank or, if available, pursuant to 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 form be required.
Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Warrant
Agent 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 Warrant Agent for cancellation within three (3) Trading Days of the date the
final Notice of Exercise is delivered to the Warrant Agent. 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 share of the Common Stock under this Warrant shall be $7.00, 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) = the
last VWAP immediately preceding the time of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise”,
as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an
entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading
Day’s VWAP shall be used in this calculation);
(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 (or portion thereof if a partial exercise) 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).
i. Delivery
of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer
Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company
through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system
and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant
Shares by 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
one (1) Trading Day after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”),
provided that the Company shall not be obligated to deliver Warrant Shares hereunder unless the Company has received the aggregate Exercise
Price on or before the Warrant Share Delivery Date. Upon delivery of the Notice of Exercise the Holder shall be deemed for all 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 one Trading Day of delivery of the Notice of Exercise.
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. No
Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this
Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall,
at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the
Exercise Price or round down to the next whole share.
iv. 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 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 in compliance with
applicable securities laws; 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 (it being understood that the foregoing does not obligate the Company to process Notices of
Exercise same-day).
v. Closing
of Books. The Company will not close its stockholder 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 shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number
of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude
the number of shares of Common Stock 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 Stock 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 shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock 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 shares of Common
Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in
writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common
Stock 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 shares of Common Stock was reported.
The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately
after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant; provided, however, that if the Holder
( or a controlling Affiliate of the Holder) is already subject to Section 16 of the Exchange Act with respect to the Company’s
Common Stock prior to giving effect to this Warrant, such limitation shall be 14.99% in lieu of 4.99%. 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 14.99% of the number of shares of the Common Stock outstanding immediately after giving effect
to the issuance of shares of Common Stock 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) Stock
Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes
a stock distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares
of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this
Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way
of reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues by reclassification of
shares of the Common Stock any shares of capital stock 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 shares of Common Stock (excluding treasury shares, if any) outstanding immediately before
such event and of which the denominator shall be the number of shares of Common Stock 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; provided, that the Exercise Price of this Warrant shall not be less than the par value of the Common Stock.
Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination
of stockholders 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 the other subsections of this Section 3, if at any time the Company
grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the
record holders of any class of shares of Common Stock (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 shares of Common Stock 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 shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent
that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership
Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such
shares of Common Stock 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 shares of Common Stock, by way of return of capital or otherwise (including,
without limitation, any distribution of cash, stock 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 shares of Common Stock 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 shares of Common Stock are to be determined for the participation in such Distribution (provided,
however, to the extent that the Holder's right to participate in any such Distribution would result in the Holder exceeding the
Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the
beneficial ownership of any shares of Common Stock 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). To the extent that this Warrant has not been partially or completed exercised at the
time of such Distribution, such portion of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder
has exercised this Warrant.
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, 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 Stock 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 Stock, (iv) the
Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization
of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for
other securities, cash or property (other than a reclassification under Section 3(a)), 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 or scheme of arrangement) with another Person or group of Persons whereby such
other Person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock 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, in lieu thereof (without regard to any limitation in Section 2(e) on
the exercise of this Warrant), the number of shares of Common Stock 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 shares of Common Stock 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 share of Common Stock 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 Stock 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 stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable
and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental
Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account
the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock,
such number of shares of capital stock 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 shares of Common Stock deemed to be issued and outstanding as of a given date shall be
the sum of the number of shares of Common Stock (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 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 Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the
Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of
capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection
with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all
or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is 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 notice to be sent to the Holder at its last address, facsimile
number or 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 Stock 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 Stock of record shall be entitled to exchange their shares of the
Common Stock 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.
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, in the event that the Warrant is not in electronic form, 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 one (1) Trading Day of the date
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 (along with a medallion signature guarantee in the case of Warrants that are not held in global form through The
Depositary Trust Company or any successor depositary, if requested by the Company or the Warrant Agent). 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 original Issue Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable
pursuant thereto.
c) Warrant
Register. The Warrant Agent shall register this Warrant, upon records to be maintained by the Warrant Agent for that purpose (the
“Warrant Register”), in the name of the record Holder hereof from time to time. The Warrant Agent may deem and treat
the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder,
and for all other purposes, absent actual notice to the contrary.
d) Warrant
Agent Agreement. The Holder acknowledges that this Warrant was issued pursuant to, and is subject to the terms of, the Warrant Agent
Agreement. To the extent any provision of this Warrant conflicts with the express provisions of the Warrant Agent Agreement, the provisions
of the provisions of the Warrant Agent Agreement shall prevail.
Section 5. Miscellaneous.
a) No
Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as
a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3.
b) Loss,
Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company and the Warrant Agent of evidence
reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant
Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon surrender and cancellation
of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor
and dated as of such cancellation, in lieu of such Warrant or stock 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 Stock 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 Stock 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. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, other than pursuant
to federal securities laws, then the prevailing party in such action, suit 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.
f) Restrictions.
The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered and the Holder does not
utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.
g) Nonwaiver
and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as
a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that all rights
hereunder terminate on the Termination Date. 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.
Notices or demands authorized by this Agreement to be given or made (i) by the Warrant Agent or by the Holder of this Warrant certificate
to or on the Company, (ii) by the Company or by the Warrant Agent to the Holder of this Warrant certificate, shall be deemed given
(a) on the date delivered, if delivered personally, (b) when deposited with Federal Express or other recognized overnight courier,
if sent by Federal Express or other recognized overnight courier, (c) when mailed with postage prepaid, if mailed by registered or
certified mail (return receipt requested), and (d) the date of transmission, if such notice or communication is delivered via email
attachment (other than to the Warrant Agent) at or prior to 5:30 p.m. (New York City time) on a Business Day and (e) the next
Business Day after the date of transmission, if such notice or communication is delivered via email attachment (other than to the Warrant
Agent) on a day that is not a Business Day or later than 5:30 p.m. (New York City time) on any Business Day, in each case to the
parties at the following addresses (or such other address for a party as shall be specified by like notice):
If to the Holder,
to the address for such Holder maintained in the Warrant Register or as otherwise communicated to the Company or Warrant Agent in writing.
If to the Company,
to:
Ivanhoe Electric Inc.
450 E Rio Salado Parkway, Suite 130
Tempe, Arizona 85281
Attention: General Counsel
email: cassandra@ivnelectric.com
If to the Warrant Agent, to:
Computershare Trust Company, N.A.
150 Royall Street
Canton, MA 02021
Attention: Client Services
Notwithstanding anything to the contrary
herein, for any noticed delivered by email to be deemed given or made, such notice must be followed by notice sent by overnight courier
service to be delivered on the next business day following such email, unless the recipient of such email has acknowledged via return
email receipt of such email.
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 Stock or as a stockholder 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.
The provisions of this Warrant and all of the other Warrants may be amended and the Company may take any action herein prohibited, or
omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Persons holding
Warrants representing not less than two-thirds of the Common Stock obtainable upon exercise of all such Warrants then outstanding; provided,
that the number of Warrant Shares subject to this Warrant, the Exercise Price, the Initial Exercise Date and the Termination Date may
not be amended, and the right to exercise this Warrant may not be altered or waived, without the written consent of the Holder. Any such
amendment shall apply to all Warrants and be binding upon all registered holders of such Warrants whether or not they have consented (except
only for those amendments that, pursuant the preceding sentence, require the written consent of the Holder).
m) Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.
n) Headings.
The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.
********************
(Signature Page Follows)
IN WITNESS WHEREOF, the Company
has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.
| |
IVANHOE
ELECTRIC INC. |
| |
|
| |
By: |
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|
Name: |
| |
|
Title: |
NOTICE OF EXERCISE
To: IVANHOE
ELECTRIC INC.
(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:
_______________________________
_______________________________
_______________________________
(4) The
undersigned represents and warrants to the Company that in giving effect to the exercise evidenced hereby, the undersigned will not own
in excess of the number of shares of Common Stock permitted to be owned under Section 2(e) of this Warrant to which this notice
relates.
[SIGNATURE
OF HOLDER]
| Name of Investing Entity: |
|
| Signature of Authorized Signatory of Investing Entity: |
|
| Name of Authorized Signatory: |
|
| Title of Authorized Signatory: |
|
ASSIGNMENT FORM
(To assign the foregoing warrant, execute
this form and supply required information.
Do not use this form to exercise the warrant.)
FOR VALUE RECEIVED, ____ all
of or _______ shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to
_______________________________________________
whose address is
_______________________________________________________________.
_______________________________________________________________
Dated: ______________, _______
Holder’s Signature: _____________________________
Holder’s Address: _____________________________
_____________________________
Exhibit 5.1
February 12, 2025
Ivanhoe Electric Inc.
450 E Rio Salado Parkway, Suite 130
Tempe, Arizona
Re: Registration Statement
on Form S-3 (File No. 333-273195)
Ladies and Gentlemen:
We have acted as counsel to
Ivanhoe Electric Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company with the
Securities and Exchange Commission (the “Commission”) of a Prospectus Supplement (the “Prospectus Supplement”),
dated February 12, 2025, to the Prospectus, dated July 10, 2023, included in the automatic Registration Statement on Form S-3
(File No. 333-273195) (the “Registration Statement”) filed by the Company with the Commission under the Securities
Act of 1933, as amended (the “Securities Act”), relating to the offer and sale by the Company, pursuant to a certain
Underwriting Agreement (the “Underwriting Agreement”), dated February 12, 2025 between the Company and the representative
of the several underwriters named therein, of the Company securities described below (collectively, the “Offering”):
| (a) | 10,256,411 units (the “Firm Units”) at a public offering price of $5.85 per Firm Unit,
with each Firm Unit consisting of (i) one share of Company’s common stock, par value $0.0001 per share (a “Firm Share”),
and (ii) one warrant (the “Firm Warrant”) exercisable to purchase one share of the Company’s common stock
at an exercise price of $ 7.00 per share for a period of 12 months following the initial closing of the Offering (a “Firm Warrant
Share”); and |
| (b) | pursuant to an option granted to the underwriters (the “Option”), any combination of
up to 1,538,461 units (the “Additional Units”), 1,538,461 shares of the Company’s common stock, par value $0.0001
per share (the “Additional Shares”), and 1,538,461 warrants (the “Additional Warrants”) having the
same terms as the Firm Units, Firm Shares and Firm Warrants, respectively, so long as the aggregate number of Additional Shares and Additional
Warrants sold pursuant to the Option does not exceed 1,538,461 Additional Shares and 1,538,461 Additional Warrants. The Firm Units and
the Additional Units are referred to herein as the “Units,” the Firm Shares and the Additional Shares are referred to herein
as the “Shares,” the Firm Warrants and the Additional Warrants are referred to herein as the “Warrants” and the
Firm Warrant Shares and the shares of the Company’s common stock, par value $0.0001 per share issuable upon exercise of the Additional
Warrants are referred to herein as the “Warrant Shares.” |
The Prospectus Supplement,
the related Prospectus and the Registration Statement also relate to the issuance of the Warrant Shares issuable upon exercise of the
Warrants.
We have examined such documents
and have reviewed such questions of law as we have considered necessary or 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. 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 and instruments, that such agreements and instruments have been duly authorized by all requisite action (corporate
or otherwise), executed and delivered by such parties and that such agreements and instruments are the valid, binding and enforceable
obligations of such parties. As to questions of fact material to our opinions, we have relied upon certificates or comparable documents
of officers and other representatives of the Company and of public officials.
Based on the foregoing,
we are of the opinion that:
| 1. | The Units have been duly authorized by all necessary corporate action on the part of the Company and,
upon issuance, delivery and payment of the consideration therefor pursuant to the terms of the Underwriting Agreement, will be validly
issued, fully paid and nonassessable. |
| 2. | The Shares have been duly authorized by all necessary corporate action on the part of the Company and,
when issued and delivered against payment of the consideration therefor specified in the Underwriting Agreement, will be validly issued,
fully paid and non-assessable. |
| 3. | The Warrants have been duly authorized by all necessary corporate action on the part of the Company. |
| 4. | Provided that the Warrants have been duly executed and delivered by the Company and duly delivered to
the purchasers thereof against payment of the consideration therefor, the Warrants, when issued and sold pursuant to the terms of the
Underwriting Agreement, will constitute valid and binding obligations of the Company enforceable against the Company in accordance with
their terms. |
| 5. | The Warrant Shares initially issuable upon exercise of the Warrants have been duly authorized by all necessary
corporate action on the part of the Company and when issued by the Company against payment therefor in accordance with their terms, will
be validly issued, fully paid and non-assessable. |
Our opinions expressed above
are limited to the Delaware General Corporation Law and, as to the enforceability of the Warrants against the Company, the laws of the
State of New York.
Our opinions expressed above
are subject to the following exceptions, limitations and qualifications:
(a) Our opinions set
forth in paragraph 4 above are subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law
relating to or affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws).
(b) Our opinions set
forth in paragraph 4 above are subject to the effect of general principles of equity, including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of
whether considered in a proceeding in equity or at law.
(c) Our opinions set
forth in paragraph 4 above are subject to limitations regarding the availability of indemnification and contribution where such indemnification
or contribution may be limited by applicable law or the application of principles of public policy.
(d) We express no opinion
as to the enforceability of (i) provisions that relate to choice of law, forum selection or submission to jurisdiction (including,
without limitation, any express or implied waiver of any objection to venue in any court or of any objection that a court is an inconvenient
forum) to the extent that the validity, binding effect or enforceability of any such provision is to be determined by any court other
than a state court of the State of New York, (ii) waivers by the Company of any statutory or constitutional rights or remedies, (iii) terms
which excuse any person or entity from liability for, or require the Company to indemnify such person or entity against, such person’s
or entity’s negligence or willful misconduct or (iv) obligations to pay any prepayment premium, default interest rate, early
termination fee or other form of liquidated damages, if the payment of such premium, interest rate, fee or damages may be construed as
unreasonable in relation to actual damages or disproportionate to actual damages suffered as a result of such prepayment, default or termination.
(e) We draw your attention
to the fact that, under certain circumstances, the enforceability of terms to the effect that provisions may not be waived or modified
except in writing may be limited.
We hereby consent to the filing
of this opinion as an exhibit to a Current Report on Form 8-K to be filed by the Company with the Commission on the date hereof,
which Current Report on Form 8-K will be incorporated by reference into the Registration Statement, and to the reference to our firm
under the heading “Legal Matters” in the Prospectus Supplement. In giving this consent, we do not admit that we are within
the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the
Commission thereunder.
| |
Very truly yours, |
| |
|
| |
/s/ Dorsey & Whitney LLP |
| |
Dorsey & Whitney LLP |
CLD/EM
Exhibit 23.2
CONSENT
To: Ivanhoe Electric Inc. (the “Company”)
Re: Prospectus
supplement to the Registration Statement on Form S-3 (File No. 333-273195) of the Company.
I,
Glen Nickolas Kuntz, am named in the prospectus supplement filed on February 12, 2025 to the Registration Statement on Form S-3
(File No. 333-273195) of the Company, and the related prospectus, including any documents incorporated therein by reference, and
any amendments or supplements and/or exhibits thereto (collectively, the “Prospectus Supplement”) with respect to certain
mineral resource estimates relating to the Samapleu and Grata project, and other technical and scientific information (collectively, the
“Expert Information”).
I
understand that the Company wishes to make reference to my name and the Expert Information in the Prospectus Supplement. I have been provided
with a copy of the Prospectus Supplement and have reviewed the proposed disclosure identified above.
Accordingly,
in respect of the Prospectus Supplement, I do hereby consent to:
| · |
|
the
use of, and references to, my name, including my status as an expert or “qualified person” (as defined in Subpart 1300
of Regulation S-K promulgated by the U.S. Securities and Exchange Commission); |
| · |
|
the
use of, and references to, the Expert Information in the Prospectus Supplement; and |
| · |
|
the
use, in the Prospectus Supplement, of extracts and information from the Expert Information,
or portions thereof, that were prepared by me, that I supervised the preparation of and/or that I reviewed and approved. |
I also confirm that where
my work involved a mineral resource estimate, such estimates comply with the requirements for mineral resource estimation under Subpart
1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission.
Dated: February 12, 2025
| By: |
/s/ Glen Kuntz |
|
| |
Name: Glen N. Kuntz, P.Geo |
|
| |
Title: Senior Vice President, Mine Development |
|
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