Full Press Release Details
Distribution Agreement
Canaccord Genuity LLC
99 High Street, 12th Floor
Boston, Massachusetts 02110
Canaccord Genuity Corp.
40 Temperance Street, Suite 2100
Toronto, Ontario M5H 0B4
Beacon Securities Limited
66 Wellington Street West, Suite 4050
Toronto, Ontario M5K 1H1
Ladies and Gentlemen:
Quipt Home Medical Corp.,
a company existing under the Business Corporations Act (British Columbia) (the "Company"), confirms its agreement
(this "Agreement") with Canaccord Genuity LLC and Canaccord Genuity Corp. (collectively, "Canaccord")
and Beacon Securities Limited ("Beacon" and together with Canaccord, the "Joint Agents" or the "Agents",
and each, an "Agent"), to issue and sell common shares of the Company upon and subject to the terms and conditions
contained herein. The obligations of the Agents under this Agreement are several and not joint, nor joint and several and no Agent shall
be liable for any act, omission, default or conduct by any of the other Agents.
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 may issue and sell through the
Joint Agents, acting as sales agents, common shares of the Company (the "Shares") having an aggregate offering price
of up to US$40,000,000 (or the equivalent in Canadian dollars determined using the daily exchange rate posted by the Bank of Canada on
the date the Shares are sold). The Shares will be sold on the terms set forth herein at such times and in such amounts as the Company
and the Joint Agents shall agree from time to time. The issuance and sale of the Shares through the Joint Agents will be effected pursuant
to the Canadian Prospectus, the U.S. Prospectuses and the Registration Statement (each as defined below) filed by the Company, as set
forth below in Section 6.
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, the Agents will use their 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 Agents covenant and the Company acknowledges that the Agents 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") (including Regulation M thereunder), and all applicable Canadian Securities
Laws (as defined below), and, the rules of The NASDAQ Capital Market ("NASDAQ") and the rules of the TSX
Venture Exchange, the Toronto Stock Exchange or any other applicable Canadian stock exchange where the common shares in the capital of
the Company (the "Common Shares") are listed (the "Canadian Exchange") and that such compliance
may include a delay in commencement of sales efforts after receipt of a Placement Notice. The Agents will provide written confirmation
to the Company following close of trading on the Trading Day on which the Agents made sales of the Shares and in any case no later than
the opening of the Trading Day immediately following the Trading Day on which any Agent has made sales of Placement Shares hereunder setting
forth (i) the number of Placement Shares sold on such day (including the number of Shares sold on the Canadian Exchange, on the Principal
Trading Market (as defined below) or on any other marketplace in Canada or the United States), (ii) the average price of the Placement
Shares sold (showing the average price of the Placement Shares sold on NASDAQ or the Canadian Exchange, as the case may be), or on any
other marketplace in Canada or the United States), (iii) the gross proceeds from the sale of Placement Shares sold on such day, (iv) the
compensation payable by the Company to the Agents with respect to such sales pursuant to Section 2(c), and (v) the Net Proceeds
(as defined below) payable to the Company. Subject to the terms and conditions of the Placement Notice and solely with respect to sales
in Canada or through a Canadian Exchange, Canaccord Genuity Corp. and Beacon may sell Placement Shares by any method permitted by law
deemed to be an "at-the-market distribution" under National Instrument 44-102 - Shelf Distributions ("NI 44-102")
if the Placement Shares are to be sold on the Canadian Exchange. Subject to the terms and conditions of the Placement Notice and solely
with respect to sales in the United States, Canaccord Genuity LLC 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 of the Placement
Shares directly on or through on NASDAQ (the "Principal Trading Market") or any other existing exchange or trading
market for the Common Shares solely in the United States (it being expressly acknowledged by both parties that no sales shall be made
to or through a market maker in the United States). In no event will the Agents sell Placement Shares in privately negotiated transactions.
During the term of this Agreement, and notwithstanding anything to the contrary herein, the Agents agree that in no event will they or
any of their respective 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 or under
NI 44-102. 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 the Agents 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) the Agents will incur no liability or obligation to the Company or any other person
efforts 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 both the Principal
Trading Market and the Canadian Exchange are open for trading.
The Company has prepared and filed with
the securities regulatory authorities (the "Canadian Qualifying Authorities") in each of the provinces and territories
of Canada (collectively, the "Canadian Qualifying Jurisdictions") a preliminary short form base shelf prospectus dated
October 15, 2021 (the "Canadian Preliminary Base Prospectus"), and a final short form base shelf prospectus dated
November 11, 2021, in respect of an aggregate of up to Cdn$200,000,000 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 British Columbia 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 November 11, 2021 relating to the Shelf Securities, including any documents incorporated or deemed to be incorporated
by reference 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 Canadian Qualifying Authorities
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 Canadian
Qualifying Authorities in accordance with Canadian Securities Laws) together with the Canadian Base Prospectus.
As used herein, "Translation
Decision" means the decision of the Autorit des march s financiers ("AMF") dated July 15,
2021 obtained by the Company granting exemptive relief from the requirement that the Canadian Prospectuses and the documents incorporated
by reference in the Canadian Prospectuses be publicly filed in both the French and English languages.
The Company has also prepared and filed
with the U.S. Securities and Exchange Commission (the "Commission"), pursuant to the Canada/U.S. Multi-Jurisdictional
Disclosure System adopted by the Canadian Securities Administrators and the Commission (the "MJDS"), a registration
statement on Form F-10, as amended (File No. 333-260363), covering the registration of the Shelf Securities under the Securities
Act and the rules and regulations of the Commission thereunder (the "Rules and Regulations"). Such registration
statement, which contains 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, including the 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 or