Full Press Release Details
distribution AGREEMENT
110 East 59th Street
New York, New York 10022
Ladies and Gentlemen:
Inc., a company incorporated under the Business Corporations Act (Alberta) (the "Company"), confirms its agreement
(this "Agreement") with Cantor Fitzgerald & Co. ("CF&Co"), 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 CF&Co, acting as sales agent, common shares (the "Shares"),
no par value, of the Company (the "Common Shares") having an aggregate offering price of up to US$50,000,000; 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 CF&Co 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 CF&Co shall agree from time to time. The issuance and sale of the Shares through CF&Co 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
of Placement Shares by CF&Co. 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, CF&Co 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 CF&Co 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 Nadsaq Capital Market ("Nasdaq") and that such compliance
may include a delay in commencement of sales efforts after receipt of a Placement Notice. CF&Co 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 CF&Co
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, CF&Co 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. During the term of this Agreement, and notwithstanding anything to the contrary herein, CF&Co 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 CF&Co 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) CF&Co will incur no liability or obligation to the Company or any other person
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 CF&Co 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 CF&Co 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
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 9, 2022 (the "Canadian Preliminary
Base Prospectus"), and a final short form base shelf prospectus dated June 16, 2022, 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 16, 2022 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.
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. 333-265510) 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 in the Company's records pursuant to Rule 433(g).
"Base Prospectuses" means, collectively, the Canadian Base Prospectus and the U.S. Base Prospectus; "Prospectus
Supplements" means, collectively, the Canadian Prospectus Supplement and the U.S. Prospectus Supplement; and "Prospectuses"
means, collectively, the Canadian Prospectuses and the U.S. Prospectuses. Any reference herein to the Registration Statement, the Base
Prospectuses, the Prospectus Supplements or the Prospectuses or any amendment or supplement thereto shall be deemed to refer to and include
the documents incorporated by reference therein, and any reference herein to the terms "amend," "amendment" or
"supplement" with respect to the Registration Statement, the Base Prospectuses, the Prospectus Supplements or the Prospectuses
shall be deemed to refer to and include the filing or furnishing of any document with or to the Commission or Canadian Qualifying Authorities,