Full Press Release Details
UNDERWRITING AGREEMENT
Canaccord Genuity Corp.
As representative of the several
c/o Canaccord Genuity LLC
99 High Street, Suite 1200
Boston, Massachusetts 02110
c/o Canaccord Genuity Corp.
161 Bay Street, Suite 3100
Ladies and Gentlemen:
Cardiol Therapeutics
Inc., a corporation organized under the laws of the Province of Ontario, Canada (the "Company"), confirms its
agreement with Canaccord Genuity LLC and Canaccord Genuity Corp. (together, "Canaccord"), Cantor
Fitzgerald & Co., Cantor Fitzgerald Canada Corporation and each of the other Underwriters named in Schedule A hereto
(collectively, the "Underwriters," which term shall also include any underwriter substituted as hereinafter
provided in Section 10 hereof), for whom Canaccord is acting as representative (in such capacity, the
"Representative"), with respect to the sale by the Company and the purchase by the Underwriters, acting severally
and not jointly, of the respective numbers of units of the Company (the "Units") set forth in Schedule A
hereto. Each Unit shall be comprised of (i) one class A common share (the "Common Shares") of the Company
(each a "Unit Share") and (ii) one-half of one transferable Common Share purchase warrant (each whole
warrant, a "Warrant"). Each Warrant shall entitle the holder thereof to acquire one Common Share (a
"Warrant Share") at an exercise price of $3.75 per Warrant Share for a period of 36 months following the Closing
Date (as defined herein). The Warrants shall be subject to the terms of the Warrant Indenture (as hereinafter defined). The
description of the Warrants herein is a summary only and is subject to the specific attributes and provisions set forth in the
Warrant Indenture. In case of any inconsistency between the description of the Warrants in this Agreement and the terms of the
Warrants set forth in the Warrant Indenture, the provisions of the Warrant Indenture will govern. As used in this Agreement, the
term (i) "Securities" means the Units, Unit Shares, Warrants, and Warrant Shares, and
(ii) "Warrant Indenture" means the warrant indenture to be entered into on or before the Closing Date
between the Warrant Agent (as defined herein) and the Company in relation to the Warrants, as amended from time to time.
The Company has filed a final
short form base shelf prospectus (such final short form base shelf prospectus together with all documents incorporated therein by reference,
is hereinafter referred to as the "Canadian Base Prospectus"), dated August 3, 2021, qualifying the distribution
of up to CDN$100,000,000 aggregate principal amount of common shares, debt securities, warrants, subscription receipts, units and other
securities of the Company identified therein (collectively, the "Shelf Securities") with the Ontario Securities Commission
(the "Reviewing Authority") and the other Canadian Qualifying Authorities (as defined below); the Reviewing Authority
has issued a receipt under National Policy 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (a "Receipt")
in respect of the Canadian Base Prospectus. The Company is qualified to distribute the Shelf Securities in each of the provinces and territories
of Canada, other than Qu bec (collectively, the "Canadian Qualifying Jurisdictions") under the Canadian Base
Prospectus pursuant to Canadian Securities Laws (as defined below), including the rules and procedures established pursuant to National
Instrument 44-101 - Short Form Prospectus Distributions and National Instrument 44-102 - Shelf Distributions
(together, the "Canadian Shelf Procedures"). The Canadian preliminary prospectus supplement relating to the offering
of the Securities, which excludes certain pricing information and other final terms of the Securities and which has been filed with the
Reviewing Authority in accordance with the Canadian Shelf Procedures and the other Canadian Securities Laws on November 2, 2021,
together with the Canadian Base Prospectus, including all documents incorporated therein by reference, is hereinafter referred to as the
"Canadian Preliminary Prospectus"; and the Canadian final prospectus supplement relating to the offering of the Securities,
which includes the pricing and other information omitted from the Canadian Preliminary Prospectus, to be dated the date hereof and filed
with the Reviewing Authority in accordance with the Canadian Shelf Procedures, together with the Canadian Base Prospectus, including all
documents incorporated therein by reference, is hereinafter referred to as the "Canadian Final Prospectus." The Company
shall also file with the Reviewing Authority a final prospectus supplement to the Canadian Base Prospectus (together with the Canadian
Base Prospectus, and including any documents incorporated therein by reference and the documents otherwise deemed to be a part thereof
or included therein pursuant to Canadian Securities Laws, the "Canadian Warrant Prospectus") relating to the issuance
of the Warrant Shares upon exercise of the Warrants (it being understood and agreed to by the Underwriters that the Canadian Warrant Prospectus
will not be filed in respect of, and will not qualify any distribution of, the Warrant Shares upon the exercise of the Warrants in any
province or territory of Canada).
The Company meets the
general eligibility requirements for use of Form F-10 under the U.S. Securities Act of 1933, as amended, and the rules and
regulations of the U.S. Securities and Exchange Commission (the "Commission") thereunder (collectively, the
"Securities Act") for the purposes of the offering of Securities. The Company has filed with the Commission a
registration statement on Form F-10 (No. 333-257764) in respect of the Shelf Securities and has filed an appointment of
agent for service of process upon the Company on Form F-X (the "Form F-X") with the Commission in
conjunction with the filing of such registration statement (such registration statement, including the Canadian Base Prospectus with
such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and
regulations of the Commission and including the exhibits to such registration statement and all documents incorporated by reference
in the prospectus contained therein, are hereinafter referred to as the "Registration Statement"); the base
prospectus relating to the Shelf Securities contained in the Registration Statement at the time the registration statement became
effective, including all documents incorporated therein by reference, is hereinafter referred to as the "U.S. Base
Prospectus"; the U.S. preliminary prospectus supplement relating to the offering of the Securities filed with the
Commission pursuant to General Instruction II.L of Form F-10 under the Securities Act on November 2, 2021, including all
documents incorporated therein by reference, together with the U.S. Base Prospectus (which consists of the Canadian Base Prospectus
with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and
regulations of the Commission, and all documents incorporated therein by reference therein), is hereinafter referred to as the
"U.S. Preliminary Prospectus"; and the U.S. final prospectus supplement relating to the offering of the
Securities to be filed with the Commission pursuant to General Instruction II.L of Form F-10 under the Securities Act,
including all documents incorporated therein by reference, together with the U.S. Base Prospectus (which consists of the Canadian
Base Prospectus with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the
applicable rules and regulations of the Commission, and all documents incorporated therein by reference therein), is
hereinafter referred to as the "U.S. Prospectus". The Company shall also file with the Commission pursuant to
General Instruction II.L of Form F-10 under the Securities Act a final prospectus supplement (the "U.S. Warrant
Supplement") to the U.S. Base Prospectus (including all documents incorporated therein by reference, together with the
U.S. Base Prospectus, the "U.S. Warrant Prospectus") relating to the issuance of the Warrant Shares upon exercise
As used herein, "Base
Prospectuses" shall mean, collectively, the Canadian Base Prospectus and the U.S. Base Prospectus, "Preliminary Prospectuses"
shall mean, collectively, the Canadian Preliminary Prospectus and the U.S. Preliminary Prospectus; and "Final Prospectuses"
shall mean, collectively, the Canadian Final Prospectus and the U.S. Final Prospectus. Any reference in this Agreement to the Registration
Statement, the Base Prospectuses, the Preliminary Prospectuses or the Final Prospectuses shall be deemed to refer to and include the documents
incorporated by reference therein as of the date hereof. The terms "supplement," "amendment," and
"amend" as used herein with respect to the Registration Statement, the Base Prospectuses, the General Disclosure Package
(as defined below), the Canadian Warrant Prospectus, the U.S. Warrant Prospectus, the Preliminary Prospectuses or the Final Prospectuses
shall include all documents subsequently filed or furnished by the Company with or to the Canadian Qualifying Authorities (as defined
below) and the Commission pursuant to the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder
(the "Exchange Act"), that are deemed to be incorporated by reference therein.
As used in this Agreement:
means 8:15 a.m. New York City time, on November 3, 2021 or such other time as agreed by the Company and the Representative.
road show" means a "bona fide electronic road show" as defined in Rule 433(h)(5) under the Securities
Act that has been made available without restriction to any person.
"Canadian Securities
Laws" means all applicable securities laws in each of the provinces and territories of the Canadian Qualifying Jurisdictions
and the respective rules, regulations, instruments, blanket orders and blanket rulings under such laws together with applicable published
policies, policy statements and notices of the applicable securities commission or securities regulatory authority in each such jurisdiction.
Package" means the U.S. Preliminary Prospectus together with the pricing information, each identified in Schedule B-1
hereto, and the Issuer General Use Free Writing Prospectuses, if any, identified in Schedule B-2 hereto, all considered together.