Full Press Release Details
distribution AGREEMENT
Canaccord Genuity LLC
99 High Street, 12th Floor
Boston, Massachusetts 02110
Ladies and Gentlemen:
Inc., a company incorporated under the Business Corporations Act (Alberta) (the "Company"), confirms
its agreement (this "Agreement") with Canaccord Genuity LLC ("Canaccord"), as follows:
and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to
the conditions set forth herein, it will issue and sell through Canaccord, acting as sales agent, common shares (the "Shares")
of the Company (the "Common Shares") having an aggregate offering price of up to $80,000,000; provided,
further, that with respect to "at-the-market" distributions of Placement Shares, the market value of the Placement
Shares distributed under any single Prospectus Supplement (defined below) shall not exceed 10% of the aggregate market value of
the Company's outstanding Shares as of the date specified in Section 9.1 of National Instrument 44-102 - Shelf
Distributions ("NI 44-102"), which shall be calculated in accordance with Section 9.2 of NI 44-102. Notwithstanding
anything to the contrary contained herein, compliance with the limitations set forth in this Section 1 and Part 9 of
NI 44-102 on the amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company,
and Canaccord shall have no obligation in connection with such compliance. The Shares will be sold on the terms set forth herein
at such times and in such amounts as the Company and Canaccord shall agree from time to time. The issuance and sale of the Shares
through Canaccord will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared
effective by the United States Securities and Exchange Commission (the "Commission").
of Placement Shares by Canaccord. Subject to the terms and conditions of this Agreement, upon the Company's issuance
of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise
terminated in accordance with the terms of this Agreement, Canaccord will use its commercially reasonable efforts consistent with
its normal trading and sales practices to sell on behalf of the Company and as agent, such Placement Shares up to the amount specified
during the time period specified, and otherwise in accordance with the terms of such Placement Notice. The Company acknowledges
that Canaccord will conduct the sale of Placement Shares in compliance with applicable law, rules and regulations including,
without limitation, all applicable United States state and federal securities laws, including, the United States Securities Act
of 1933, as amended (the "Securities Act"), and the United States Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and all applicable Canadian Securities Laws (as defined below), and, the rules of The
NASDAQ Capital Market ("NASDAQ") and that such compliance may include a delay in commencement of sales efforts
after receipt of a Placement Notice. Canaccord will provide written confirmation to the Company no later than the opening of the
Trading Day immediately following the Trading Day on which they have made sales of Placement Shares hereunder setting forth the
number of Placement Shares sold on such day, the compensation payable by the Company to Canaccord with respect to such sales, and
the Net Proceeds (as defined below) payable to the Company. Subject to the terms and conditions of the Placement Notice, Canaccord
may sell Placement Shares by any method permitted by law deemed to be an "at the market" offering under Rule 415
of the Securities Act, including, without limitation, sales made directly on NASDAQ (the "Principal Trading Market"),
on any other existing trading market for the Common Shares solely in the United States (it being expressly acknowledged by both
parties that no sales shall be made on the Toronto Stock Exchange (the "TSX")) or to or through a market maker
in the United States. In no event will Canaccord sell Placement Shares in privately negotiated transactions. During the term of
this Agreement, and notwithstanding anything to the contrary herein, Canaccord agrees that in no event will it or any of its affiliates
engage in any market making, bidding, stabilization or other trading activity with regard to the Common Shares if such activity
would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything
to the contrary set forth in this Agreement or a Placement Notice, the Company acknowledges and agrees that (i) there can
be no assurance that Canaccord will be successful in selling any Placement Shares or as to the price at which any Placement Shares
are sold, if at all, and (ii) Canaccord will incur no liability or obligation to the Company or any other person or entity
consistent with its normal trading and sales practices to sell on behalf of the Company and as agent such Placement Shares as provided
under this Section 3. For the purposes hereof, "Trading Day" means any day on which the Principal Trading
Market is open for trading.
of Sales. The Company or Canaccord may, upon notice to the other party in writing, by telephone (confirmed immediately by verifiable
facsimile transmission) or by e-mail notice (or other method mutually agreed to in writing by the parties), suspend any sale of
Placement Shares; provided, however, that such suspension shall not affect or impair either party's obligations with respect
to any Placement Shares sold hereunder prior to the receipt of such notice. The Company and Canaccord agree that no such notice
shall be effective against the other party unless it is made to one of the individuals named on Schedule 1 hereto, as such
Schedule may be amended from time to time.
Statement and Prospectuses. The Company has prepared and filed with the securities regulatory authorities (the "Canadian
Qualifying Authorities") in the provinces of British Columbia, Alberta, Manitoba and Ontario (collectively, the "Canadian
Qualifying Jurisdictions") a preliminary short form base shelf prospectus dated June 8, 2020 (the "Canadian
Preliminary Base Prospectus"), and a final short form base shelf prospectus dated June 12, 2020, in respect of an
aggregate of up to Cdn$150,000,000 in certain securities of the Company, including Shares (collectively, the "Shelf Securities")
in each case in accordance with the applicable securities laws of each of the Canadian Qualifying Jurisdictions and the respective
applicable rules and regulations under such laws, together with applicable published national, multilateral and local policy
statements, instruments, notices and blanket orders of the Canadian Qualifying Authorities in each of the Canadian Qualifying Jurisdictions
(collectively, "Canadian Securities Laws"). The Alberta Securities Commission (the "Reviewing Authority")
is the principal regulator of the Company under the passport system procedures provided for under Multilateral Instrument 11-102
- Passport System and National Policy 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions in respect
of the offering of the Shelf Securities. The Reviewing Authority has issued a receipt evidencing that a receipt has been issued
(a "Receipt") on behalf of itself and the other Canadian Qualifying Authorities for each of the Canadian Preliminary
Base Prospectus and the Canadian Base Prospectus. The term "Canadian Base Prospectus" means the final short
form base shelf prospectus dated June 12, 2020 relating to the Shelf Securities, including any documents incorporated by reference
therein and the documents otherwise deemed to be a part thereof or included therein pursuant to Canadian Securities Laws (as defined
below), at the time the Reviewing Authority issued the Receipt with respect thereto in accordance with Canadian Securities Laws,
including National Instrument 44-101 - Short Form Prospectus Distributions ("NI 44-101") and NI 44-102,
(NI 44-101 and NI 44-102 are collectively referred to herein as, the "Canadian Shelf Procedures"). As used herein,
"Canadian Prospectus Supplement" means the most recent prospectus supplement to the Canadian Base Prospectus
relating to the Placement Shares, to be filed by the Company with the Reviewing Authority in accordance with Canadian Securities
Laws; and "Canadian Prospectuses" means the Canadian Prospectus Supplement (and any additional Canadian prospectus
supplement prepared in accordance with the provisions of this Agreement and filed with the Reviewing Authority in accordance with
Canadian Securities Laws) together with the Canadian Base Prospectus.
The Company has also prepared and filed
with the Commission, pursuant to the Canada/U.S. Multi-Jurisdictional Disclosure System adopted by the Commission (the "MJDS"),
a registration statement on Form F-10 (File No. 333-239025) covering the registration of the Shelf Securities under the
Securities Act and the rules and regulations (the "Rules and Regulations") of the Commission thereunder,
and such amendments to such registration statement as may have been permitted or required to the date of this Agreement. 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 Rules and Regulations and including exhibits to such registration statement), has become effective
in such form pursuant to Rule 467(b) under the Securities Act. Such registration statement on Form F-10, at any
given time, including amendments and supplements thereto to such time, the exhibits and any schedules thereto at such time and
the documents incorporated by reference therein pursuant to Item 4 of Form F-10 under the Securities Act at such time, is
herein called the "Registration Statement." The Canadian Base Prospectus, with such deletions therefrom and
additions thereto as are permitted or required by Form F-10 and the Rules and Regulations in the form in which it appeared
in the Registration Statement on the date it became effective under the Securities Act is herein called the "U.S. Base
Prospectus." "U.S. Prospectus Supplement" means the Canadian Prospectus Supplement, with such deletions
therefrom and additions thereto as are permitted or required by Form F-10 and the Securities Act, to the U.S. Base Prospectus
relating to the offering of the Placement Shares, to be filed by the Company with the Commission pursuant to General Instruction
II.L of Form F-10; "U.S. Prospectuses" means the U.S. Prospectus Supplement (and any additional U.S. prospectus
supplement prepared in accordance with the provisions of this Agreement and filed with the Commission in accordance with General
Instruction II.L of Form F-10) together with the U.S. Base Prospectus and together with any "issuer free writing prospectus,"
as defined in Rule 433 under the Securities Act ("Rule 433") relating to the Placement Shares that
(i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i),
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