Common use of Covenants of the Corporation Clause in Contracts

Covenants of the Corporation. The Corporation hereby covenants to the Agents that the Corporation: (a) will advise the Agents, promptly after receiving notice or obtaining knowledge thereof, of: (i) the issuance by any Securities Regulators in any Qualifying Jurisdiction of any order suspending or preventing the use of any of the Offering Documents; (ii) the suspension of the qualification of the Offered Shares and the Broker’s Warrants in any of the Qualifying Jurisdictions or the institution, threatening or contemplation of any proceeding for any such purposes; or (iii) any requests made by any Securities Regulators in the Qualifying Jurisdictions, for amending or supplementing the Preliminary Prospectus, U.S. Preliminary Prospectus, the Final Prospectus, the U.S. Final Prospectus, any Blue Sky Registration, or the U.S. Registration Statement or for additional information, and will use its best efforts to prevent the issuance of any order referred to in (i) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possible; (b) will use commercially reasonable efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the Applicable Securities Laws in the Qualifying Jurisdictions, for a period of 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (c) will use its commercially reasonable efforts to maintain the listing of (i) the Offered Shares; and (ii) the Broker Shares issuable upon exercise of the Broker’s Warrants on the CSE, OTC or another recognized stock exchange or quotation system for a period of at least 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (d) will duly execute and deliver the Broker Warrant Certificates at the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Corporation; (e) will ensure that, at the Closing Time, the Offered Shares shall be duly issued as fully paid and non-assessable Common Shares on payment of the purchase price therefor; (f) will ensure that, at the Closing Time, the Broker’s Warrants shall be duly and validly created and issued and shall have attributes corresponding in all material respects to the description set forth in this Agreement and the Broker’s Warrants Certificates, as applicable; (g) will ensure that at all times following the grant of the Broker’s Warrants and prior to the expiry of the Broker’s Warrants, a sufficient number of Broker Shares are allotted and reserved for issuance upon the due exercise of the Broker’s Warrants in accordance with their terms; (h) will ensure that, upon due exercise of the Broker’s Warrants in accordance with their terms, the Broker Shares shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor; (i) will ensure that the Offered Shares and the Broker Shares are listed and posted for trading on the CSE and OTC upon their respective dates of issuance; (j) will use the net proceeds of the Offering in the manner specified in the Final Prospectus, subject to the qualifications contained therein; (k) use its commercially reasonable efforts to cause its directors and senior officers to enter into the Form of Lock-Up Agreement attached hereto as Schedule “A”; (l) from the date hereof until 90 days following the Closing Date, not to, without the prior written consent of the Echelon, such consent not to be unreasonably withheld, issue, agree to issue or announce any intention to issue Common Shares or any securities convertible into or exchangeable for Common Shares, other than in conjunction with: (i) the exchange, transfer, conversion or exercise rights of existing outstanding securities; (ii) the issuance of options under the Corporation’s stock option plan, provided that the exercise price of any such options is not less than the Purchase Price; (iii) the issuance of deferred share units or restricted share units under the Corporation’s deferred share unit plan or restricted share unit plan; (iv) existing commitments to issue securities; (v) an arm’s length acquisition (including to acquire assets or intellectual property rights); (vi) under the Offering; (vii) the issuance of securities to Sprott or affiliates of Sprott in accordance with the applicable agreements with Sprott; or (viii) the issuance of securities in connection with any offtake-related debt financing; (m) the Corporation shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the U.S. Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction; and will use its reasonable best efforts, in cooperation with the Agents to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect for a period of one year from the date hereof; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Covenants of the Corporation. The Corporation hereby covenants to and with the Agents that Agent (on the CorporationAgent's behalf and on behalf of the Purchasers) that: (a) will advise the Agents, promptly after receiving notice or obtaining knowledge thereof, of: (i) the issuance by any Securities Regulators in any Qualifying Jurisdiction of any order suspending or preventing the use of any of the Offering Documents; (ii) the suspension of the qualification of the Offered Shares and the Broker’s Warrants in any of the Qualifying Jurisdictions or the institution, threatening or contemplation of any proceeding for any such purposes; or (iii) any requests made by any Securities Regulators in the Qualifying Jurisdictions, for amending or supplementing the Preliminary Prospectus, U.S. Preliminary Prospectus, the Final Prospectus, the U.S. Final Prospectus, any Blue Sky Registration, or the U.S. Registration Statement or for additional information, and Corporation will use its best efforts to prevent the issuance of any order referred to in (i) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possible; (b) will use all commercially reasonable efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) issuer not in default in each of the requirements Offering Jurisdictions in which it is a reporting issuer or equivalent as of the Applicable Securities Laws in the Qualifying Jurisdictions, date hereof for a period of 24 months following six-years from the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (cb) the Corporation will use its all commercially reasonable efforts to maintain the listing of (i) the Offered Shares; and (ii) the Broker Common Shares issuable upon exercise of the Broker’s Warrants on the CSE, OTC or another recognized stock exchange or quotation system for a period of at least 24 months Exchange and AMEX to the date which is six-years following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (d) will duly execute Date and deliver the Broker Warrant Certificates at the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Corporation; (e) will ensure that, at the Closing Time, the Offered Shares shall be duly issued as fully paid and non-assessable Common Shares on payment of the purchase price therefor; (f) will ensure that, at the Closing Time, the Broker’s Warrants shall be duly and validly created and issued and shall have attributes corresponding in all material respects to the description set forth in this Agreement and the Broker’s Warrants Certificates, as applicable; (g) will ensure that at all times following the grant of the Broker’s Warrants and prior to the expiry of the Broker’s Warrants, a sufficient number of Broker Shares are allotted and reserved for issuance upon the due exercise of the Broker’s Warrants in accordance with their terms; (h) will ensure that, upon due exercise of the Broker’s Warrants in accordance with their terms, the Broker Shares shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor; (i) will ensure use all reasonable commercial efforts so that the Offered Debenture Common Shares and the Broker Shares are will be listed and posted for trading on the CSE Exchange and OTC AMEX upon their respective dates of issuanceissue; (ii) will use all reasonable commercial efforts so that the Compensation Shares will be listed and posted for trading on the Exchange and AMEX upon their issue; and (iii) will use all reasonable commercial efforts so that the Debenture Warrant Shares will be listed and posted for trading on the Exchange and AMEX upon their issue; (jc) other than as contemplated herein, the Corporation will use the net proceeds of the Offering in the manner specified in the Final Prospectusnot, subject to the qualifications contained therein; (k) use its commercially reasonable efforts to cause its directors and senior officers to enter into the Form of Lock-Up Agreement attached hereto as Schedule “A”; (l) from the date hereof until 90 days following the Closing Date, not todirectly or indirectly, without the prior written consent of the EchelonAgent, such which consent shall not to be unreasonably withheld, issue, agree to issue sell or grant any securities of the Corporation for a period commencing on the date hereof and ending three-months thereafter nor shall the Corporation publicly announce any during such period the intention to issue Common Shares or any securities convertible into or exchangeable do so, except for Common Shares, other than in conjunction with: (i) the exchangeissuance of Common Shares in connection with the exercise of any currently outstanding stock options, transferwarrants, conversion debentures or exercise rights of existing outstanding other convertible securities; , (ii) the issuance of options under the Corporation’s stock option plan, provided that Common Shares pursuant to the exercise price of any such options is not less than the Purchase Price; Debenture Warrants or Compensation Warrants, (iii) the issuance of deferred share units or restricted share units under stock options in the normal course pursuant to the Corporation’s deferred share unit plan or restricted share unit 's stock option plan; , (iv) existing commitments to issue securities; the issuance of flow through shares, (v) an arm’s length acquisition (including the issuance of Common Shares to acquire assets or intellectual property rights); Wahgoshig First Nation, (vi) under the Offering; issuance of Common Shares to Xxxxxx, (vi) the issuance of Common Shares pursuant to acquisitions or other strategic transactions, (vii) the issuance of securities to Sprott or affiliates of Sprott in accordance with the applicable agreements with Sprott; Common Shares as compensation for services, or (viii) the issuance of securities Common Shares in connection with the severance of any offtake-related debt financing;employee; and (md) the Corporation shall not sellshall, offer for sale or solicit offers as soon as practicable, use all reasonable efforts to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the U.S. Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it would require shareholder approval prior receive all necessary consents to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction; and will use its reasonable best efforts, in cooperation with the Agents to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect for a period of one year from the date hereof; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjecttransactions contemplated herein.

Covenants of the Corporation. The Corporation hereby covenants to the Agents Agent that the Corporation: (a) will advise the AgentsAgent, promptly after receiving notice thereof, of the time when the Final Prospectus and any Supplementary Material has been filed and receipts therefor have been obtained pursuant to the Passport System and will provide evidence reasonably satisfactory to the Agent of each such filing and copies of such receipts; (b) will advise the Agent, promptly after receiving notice or obtaining knowledge thereof, of: (i) the issuance by any Canadian Securities Regulators in any Qualifying Jurisdiction of any order suspending or preventing the use of the Preliminary Prospectus, the Final Prospectus or any of the Offering DocumentsSupplementary Material; (ii) the suspension institution, threatening or contemplation of any proceeding for any such purposes; (iii) any order, ruling, or determination having the effect of suspending the sale or ceasing the trading in any securities of the qualification of Corporation (including the Offered Shares and the Broker’s Warrants in Shares) has been issued by any of the Qualifying Jurisdictions Securities Regulator or the institution, threatening or contemplation of any proceeding for any such purposes; or (iiiiv) any requests made by any Canadian Securities Regulators in the Qualifying Jurisdictions, for amending or supplementing the Preliminary Prospectus, U.S. Preliminary Prospectus, Prospectus or the Final Prospectus, the U.S. Final Prospectus, any Blue Sky Registration, or the U.S. Registration Statement Prospectus or for additional information, and will use its best commercially reasonable efforts to prevent the issuance of any order referred to in (i) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possible; (bc) except to the extent the Corporation participates in a merger or business combination transaction which the Corporation’s board of directors determines is in the best interest of the Corporation and following which the Corporation is not a “reporting issuer”, will use commercially its reasonable best efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the Applicable Securities Laws in of each of the Qualifying Jurisdictions, for a period of Jurisdictions to the date which is 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (cd) except to the extent the Corporation participates in a merger or business combination transaction which the Corporation’s board of directors determines is in the best interest of the Corporation and following which the Corporation is not listed on the Exchange, the Corporation will use its commercially reasonable best efforts to maintain the listing of (i) the Offered Shares; and (ii) the Broker Common Shares issuable upon exercise of the Broker’s Warrants on the CSE, OTC Exchange or another such other recognized stock exchange or quotation system for a period of at least as the Agent may approve, acting reasonably, to the date that is 24 months following the Closing Date, provided that the foregoing requirement shall not prevent Date so long as the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in meets the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders minimum listing requirements of the Corporation; (d) will duly execute and deliver the Broker Warrant Certificates at the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with Exchange or satisfied by the Corporationsuch other exchange or quotation system; (e) will ensure that, at during the Closing Timedistribution of the Offered Shares, the Offered Shares shall be duly issued as fully paid Corporation will consult with the Agent and non-assessable Common Shares on payment promptly provide to the Agent drafts of any press releases of the purchase price therefor;Corporation for review by the Agent and the Agent's counsel prior to issuance, provided that any such review will be completed in a timely manner; and (f) will ensure that, at the Closing Time, the Broker’s Warrants shall be duly and validly created and issued and shall have attributes corresponding in all material respects to the description set forth in this Agreement and the Broker’s Warrants Certificates, as applicable; (g) will ensure that at all times following the grant of the Broker’s Warrants and prior to the expiry of the Broker’s Warrants, a sufficient number of Broker Shares are allotted and reserved for issuance upon the due exercise of the Broker’s Warrants in accordance with their terms; (h) will ensure that, upon due exercise of the Broker’s Warrants in accordance with their terms, the Broker Shares shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor; (i) will ensure that the Offered Shares and the Broker Shares are listed and posted for trading on the CSE and OTC upon their respective dates of issuance; (j) will use the net proceeds of the Offering contemplated herein in the manner specified in the Final Prospectus, and subject to the qualifications contained therein; (k) use its commercially reasonable efforts to cause its directors and senior officers to enter into described in the Form of Lock-Up Agreement attached hereto as Schedule “A”; (l) from the date hereof until 90 days following the Closing Date, not to, without the prior written consent of the Echelon, such consent not to be unreasonably withheld, issue, agree to issue or announce any intention to issue Common Shares or any securities convertible into or exchangeable for Common Shares, other than in conjunction with: (i) the exchange, transfer, conversion or exercise rights of existing outstanding securities; (ii) the issuance of options Prospectus under the Corporation’s stock option plan, provided that the exercise price heading “Use of any such options is not less than the Purchase Price; (iii) the issuance of deferred share units or restricted share units under the Corporation’s deferred share unit plan or restricted share unit plan; (iv) existing commitments to issue securities; (v) an arm’s length acquisition (including to acquire assets or intellectual property rights); (vi) under the Offering; (vii) the issuance of securities to Sprott or affiliates of Sprott in accordance with the applicable agreements with Sprott; or (viii) the issuance of securities in connection with any offtake-related debt financing; (m) the Corporation shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the U.S. Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction; and will use its reasonable best efforts, in cooperation with the Agents to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect for a period of one year from the date hereof; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectProceeds”.

Covenants of the Corporation. The Corporation hereby covenants to the Agents Agent that the Corporation: (a) will advise the AgentsAgent, promptly after receiving notice thereof, of the time when the Final Prospectus and any Supplementary Material has been filed and receipts therefor have been obtained pursuant to the Passport System and will provide evidence reasonably satisfactory to the Agent of each such filing and copies of such receipts; (b) will advise the Agent, promptly after receiving notice or obtaining knowledge thereof, of: (i) the issuance by any Canadian Securities Regulators in any Qualifying Jurisdiction of any order suspending or preventing the use of the Preliminary Prospectus, the Final Prospectus or any of the Offering DocumentsSupplementary Material; (ii) the suspension institution, threatening or contemplation of any proceeding for any such purposes; (iii) any order, ruling, or determination having the effect of suspending the sale or ceasing the trading in any securities of the qualification of Corporation (including the Offered Shares and the Broker’s Warrants in Shares) has been issued by any of the Qualifying Jurisdictions Securities Regulator or the institution, threatening or contemplation of any proceeding for any such purposes; or (iiiiv) any requests made by any Canadian Securities Regulators in the Qualifying Jurisdictions, for amending or supplementing the Preliminary Prospectus, U.S. Preliminary Prospectus, Prospectus or the Final Prospectus, the U.S. Final Prospectus, any Blue Sky Registration, or the U.S. Registration Statement Prospectus or for additional information, and will use its best commercially reasonable efforts to prevent the issuance of any order referred to in (i) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possible; (bc) except to the extent the Corporation participates in a merger or business combination transaction which the Corporation’s board of directors determines is in the best interest of the Corporation and following which the Corporation is not a “reporting issuer”, will use commercially its reasonable best efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the Applicable Securities Laws in of each of the Qualifying Jurisdictions, for a period of Jurisdictions to the date which is 24 months following the Closing Listing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (cd) except to the extent the Corporation participates in a merger or business combination transaction which the Corporation’s board of directors determines is in the best interest of the Corporation and following which the Corporation is not listed on the CSE, the Corporation will use its commercially reasonable best efforts to maintain the listing of (i) the Offered Shares; and (ii) the Broker Common Shares issuable upon exercise of the Broker’s Warrants on the CSE, OTC CSE or another such other recognized stock exchange or quotation system for a period of at least as the Agent may approve, acting reasonably, to the date that is 24 months following the Closing Date, provided that the foregoing requirement shall not prevent Date so long as the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in meets the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders minimum listing requirements of the Corporation; (d) will duly execute and deliver the Broker Warrant Certificates at the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with CSE or satisfied by the Corporationsuch other exchange or quotation system; (e) will ensure that, at during the Closing Timedistribution of the Offered Shares, the Offered Shares shall be duly issued as fully paid Corporation will consult with the Agent and non-assessable Common Shares on payment promptly provide to the Agent drafts of any press releases of the purchase price thereforCorporation for review by the Agent and the Agent's counsel prior to issuance, and any press release issued concerning the Offering shall include the following: “This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered to sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.” provided that any such review will be completed in a timely manner; (f) during the distribution of the Offered Shares, no press release will ensure that, at be issued in the Closing Time, United States by the Broker’s Warrants shall be duly and validly created and issued and shall have attributes corresponding in all material respects to Corporation concerning the description set forth in this Agreement and the Broker’s Warrants Certificates, as applicable;Offering; and (g) will ensure that at all times following the grant of the Broker’s Warrants and prior to the expiry of the Broker’s Warrants, a sufficient number of Broker Shares are allotted and reserved for issuance upon the due exercise of the Broker’s Warrants in accordance with their terms; (h) will ensure that, upon due exercise of the Broker’s Warrants in accordance with their terms, the Broker Shares shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor; (i) will ensure that the Offered Shares and the Broker Shares are listed and posted for trading on the CSE and OTC upon their respective dates of issuance; (j) will use the net proceeds of the Offering contemplated herein in the manner specified in the Final Prospectus, and subject to the qualifications contained therein; (k) use its commercially reasonable efforts to cause its directors and senior officers to enter into described in the Form of Lock-Up Agreement attached hereto as Schedule “A”; (l) from the date hereof until 90 days following the Closing Date, not to, without the prior written consent of the Echelon, such consent not to be unreasonably withheld, issue, agree to issue or announce any intention to issue Common Shares or any securities convertible into or exchangeable for Common Shares, other than in conjunction with: (i) the exchange, transfer, conversion or exercise rights of existing outstanding securities; (ii) the issuance of options Prospectus under the Corporation’s stock option plan, provided that the exercise price heading “Use of any such options is not less than the Purchase Price; (iii) the issuance of deferred share units or restricted share units under the Corporation’s deferred share unit plan or restricted share unit plan; (iv) existing commitments to issue securities; (v) an arm’s length acquisition (including to acquire assets or intellectual property rights); (vi) under the Offering; (vii) the issuance of securities to Sprott or affiliates of Sprott in accordance with the applicable agreements with Sprott; or (viii) the issuance of securities in connection with any offtake-related debt financing; (m) the Corporation shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the U.S. Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction; and will use its reasonable best efforts, in cooperation with the Agents to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect for a period of one year from the date hereof; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectProceeds”.

Covenants of the Corporation. The Corporation hereby covenants and agrees with the Purchaser that: (1) subject to receipt of the Purchase Price therefor, the Purchased Shares will at the Time of Closing be duly and validly allotted and issued to the Agents that Purchaser or its assignee as fully-paid and non-assessable shares; (2) the Corporationproceeds to the Corporation from the sale and purchase of the Purchased Shares will be applied by the Corporation for working capital purposes and for the repayment of certain liabilities other than the loans made by the ECF Lenders; (3) the Corporation will promptly inform between date hereof until the Time of Closing the Purchaser in writing of the full particulars of: (a) any Material Change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation, (b) any change in any Material Fact contained in the Filed Securities Documents, (including for greater certainty, any information incorporated or deemed to be incorporated by reference therein); (4) the Corporation will advise list the AgentsPurchased Shares on the Toronto Stock Exchange as soon as possible following the Closing Time; (5) the Corporation will indemnify and save harmless the Purchaser against all losses, promptly after receiving notice claims, damages, liabilities, costs or obtaining knowledge thereofexpenses (other than lost profits) caused or incurred, of:directly or indirectly, by reason of any material breach of any covenant of the Corporation contained in this Agreement or any inaccuracy or misrepresentation in any representation or warranty set forth in Section 3.1; (6) the Corporation will, on or before the Time of Closing, enter into the Supplemental Indenture; (7) the Corporation agrees to pay on demand all costs and expenses of the Purchaser including, without limitation, the reasonable fees and out of pocket expenses of one set of Canadian and U.S. counsel to the Purchaser with respect thereto (i) in connection with the preparation, execution and delivery of this Agreement and the other documents contemplated hereunder and (ii) in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents contemplated hereunder, whether or not any of such transactions is consummated; (8) upon a written request from the Purchaser or a transferee thereof that is also a potential "United States shareholder" (as that term is defined in Section 951(b) of the Internal Revenue Code of 1986, as amended (the "Code")) of the Corporation, the Corporation will use reasonable best efforts to determine whether it is properly treated as a "controlled foreign corporation" ("CFC") within the meaning of Section 957 of the Code and to inform such person of its determination. The Purchaser shall, on an annual basis, provide to the Corporation information regarding its ownership of Common Shares and generally cooperate with the Corporation so that the Corporation can make a determination as to its CFC status. If the Corporation determines that it is properly treated as a CFC in any fiscal year, (i) the issuance by any Securities Regulators Corporation shall promptly, but in any Qualifying Jurisdiction of any order suspending or preventing case no later than 30 days after the use of any end of the Offering Documents; applicable fiscal year, notify the requesting holder described in the first sentence of this Section 4.1(8) of the Corporation's CFC status and (ii) the suspension Corporation shall, no later than March 1 of the qualification following fiscal year, provide the such holder holding Common Shares on the last day of such fiscal year on which the Corporation was a CFC a written report of the Offered Shares and amount of income per Common Share required to be included in the Broker’s Warrants in any gross income of a "United States shareholder" pursuant to Section 951(a) of the Qualifying Jurisdictions or Code and shall generally cooperate with any reasonable request of such holder of Common Shares to facilitate such holder's U.S. federal income tax reporting requirements relating to the institution, threatening or contemplation of any proceeding for any such purposes; or (iii) any requests made by any Securities Regulators in the Qualifying Jurisdictions, for amending or supplementing the Preliminary Prospectus, U.S. Preliminary Prospectus, the Final Prospectus, the U.S. Final Prospectus, any Blue Sky Registration, or the U.S. Registration Statement or for additional information, and will use its best efforts to prevent the issuance of any order referred to in (i) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possibleCorporation; (b9) the Corporation will use commercially reasonable efforts to maintain its status as a “reporting issuer” (or issuer under the equivalent thereof) not in default of the requirements of the Applicable Provincial Securities Laws in and as a registrant under the Qualifying JurisdictionsUnited States Securities Exchange Act of 1934, for a period of 24 months following as amended; and (10) the Closing Date, provided that the foregoing requirement Corporation shall not prevent the Corporation from completing a sale of all or substantially all of its assets or at any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (c) will use its commercially reasonable efforts to maintain the listing of (i) the Offered Shares; and (ii) the Broker Shares issuable upon exercise of the Broker’s Warrants on the CSE, OTC or another recognized stock exchange or quotation system for a period of at least 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (d) will duly execute and deliver the Broker Warrant Certificates at the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Corporation; (e) will ensure that, at the Closing Time, the Offered Shares shall be duly issued as fully paid and non-assessable Common Shares on payment of the purchase price therefor; (f) will ensure that, at the Closing Time, the Broker’s Warrants shall be duly and validly created and issued and shall have attributes corresponding in all material respects to the description set forth in this Agreement and the Broker’s Warrants Certificates, as applicable; (g) will ensure that at all times following the grant of the Broker’s Warrants and prior to the expiry of the Broker’s Warrants, a sufficient number of Broker Shares are allotted and reserved for issuance upon the due exercise of the Broker’s Warrants in accordance with their terms; (h) will ensure that, upon due exercise of the Broker’s Warrants in accordance with their terms, the Broker Shares shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor; (i) will ensure that the Offered Shares and the Broker Shares are listed and posted for trading on the CSE and OTC upon their respective dates of issuance; (j) will use the net proceeds of the Offering in the manner specified in the Final Prospectus, subject to the qualifications contained therein; (k) use its commercially reasonable efforts to cause its directors and senior officers to enter into the Form of Lock-Up Agreement attached hereto as Schedule “A”; (l) from the date hereof until 90 days following the Closing Date, not to, without the prior written consent of the Echelon, such consent not to be unreasonably withheld, issue, agree to issue or announce any intention to time issue Common Shares or any securities convertible into into, exchangeable for, or exchangeable otherwise carrying the right to acquire Common Shares (a "Voting Security") without contemporaneously granting to the Purchaser (provided that, at the relevant time, the Purchaser holds not less than 3% of the outstanding Common Shares on an undiluted basis) the irrevocable right and option, exercisable on written notice not later than five days before the closing thereof, to acquire that number of securities being issued that would allow the Purchaser to maintain its proportionate interest as it existed before the issuance, in the total number of voting rights attached to all Voting Securities outstanding after the issue. Any right or option granted under this Section 4.1(10) shall be on the same terms and for Common Sharesthe same consideration as the Voting Securities being issued, other or, if such securities are to be issued for non-cash consideration, for a price in cash representing the fair market value of such non-cash consideration on a per security basis determined by the Corporation in good faith and acting reasonably. The Corporation shall give the Purchaser reasonable notice of any proposed issuance as soon as practicable and in any event not less than 10 days before the scheduled closing thereof, with reasonable particulars thereof, and shall forthwith advise the Purchaser of any anticipated or actual delays and of any anticipated or actual changes in conjunction withterms. The Purchaser's right to exercise such right and option shall be subject to the Corporation obtaining any required approvals from any regulatory authority (including any stock exchange on which the Voting Securities are listed) and, if required by law, obtaining shareholder approval in the manner required by law or imposed by regulatory authority (including any stock exchange) as a condition to granting approval, which approvals the Corporation agrees to use its reasonable best efforts to obtain. This subsection shall not apply to issuances of Voting Securities: (i) under the exchange, transfer, conversion or exercise rights of existing outstanding securitiesexceptions set out in Section 3.1(d); (ii) the issuance of options as contemplated by Section 3.3(7) hereof; (iii) under the Corporation’s any future stock incentive plan, stock option plan, provided that the exercise price of any such options is not less than the Purchase Price; (iii) the issuance of deferred share units or restricted share units under the Corporation’s deferred share unit plan of the Corporation or restricted share unit planother issuances of securities to directors or officers in connection with the performance of their duties; or (iv) existing commitments under an amalgamation to issue securities; (v) an arm’s length acquisition (including to acquire assets or intellectual property rights); (vi) under the Offering; (vii) the issuance of securities to Sprott or affiliates of Sprott in accordance with the applicable agreements with Sprott; or (viii) the issuance of securities in connection with any offtake-related debt financing; (m) which the Corporation shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the U.S. Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction; and will use its reasonable best efforts, in cooperation with the Agents to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect for a period of one year from the date hereof; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectparty.

Covenants of the Corporation. The Corporation hereby covenants to with the Agents Underwriters that the CorporationCorporation will: (a) will promptly provide to the Underwriters, during the period commencing on the date hereof and until completion of the distribution of the Units, copies of any filings made by the Corporation or the Subsidiaries of information relating to the Offering (to the extent such filings are not available under the Corporation’s profile on the System for Electronic Document Analysis and Retrieval) with any securities exchange or any regulatory body in Canada or the United States or any other jurisdiction; (b) promptly provide to the Underwriters and their counsel, during the period commencing on the date hereof and until completion of the distribution of the Units, drafts of any press releases and material change reports of the Corporation relating to the Offering for review by the Underwriters and their counsel prior to issuance, and give the Underwriters and their counsel a reasonable opportunity to provide comments on any such press release or material change report, subject to the Corporation’s timely disclosure obligations under applicable Canadian Securities Laws; (c) promptly inform the Underwriters in writing during the period prior to the completion of the distribution of the Units of the full particulars of: (i) any material change (whether actual, anticipated, contemplated or proposed by, or threatened), financial or otherwise, in the assets, liabilities (contingent or otherwise), business, affairs, prospects, operations, cash flow or capital of the Corporation and its subsidiaries, taken as a whole; (ii) any material fact which has arisen or has been discovered which would have been required to have been stated in the Offering Documents had that fact arisen or been discovered on, or prior to, the date of any of the Offering Documents, as the case may be; or (iii) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact or any new material fact) contained in any of the Offering Documents or whether any event or state of facts has occurred after the date of this Agreement, which, in any case, is of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in any misrepresentation in any of the Offering Documents including as a result of any of the Offering Documents containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or misleading in the light of the circumstances in which it was made, which would result in any Offering Document not complying with applicable Canadian Securities Laws or U.S. Securities Laws, as the case may be, or which would reasonably be expected to have an effect on the market price or value of the Common Shares; (d) advise the AgentsUnderwriters, promptly after receiving notice or obtaining knowledge thereof, during the period prior to the completion of the distribution of the Units, of: : (i) the issuance by any Securities Regulators in any Qualifying Jurisdiction Commission, the SEC or similar regulatory authority of any order suspending or preventing the use of any of the Offering Documents; Document; (ii) the suspension of the qualification of the Offered Shares and the Broker’s Warrants Units in any of the Qualifying Jurisdictions or Jurisdictions; (iii) the institution, threatening or contemplation of any proceeding for any such purposes; or (iiiiv) any requests made by any Securities Regulators in Commission, the Qualifying Jurisdictions, SEC or similar regulatory authority for amending or supplementing any of the Preliminary Prospectus, U.S. Preliminary Prospectus, the Final Prospectus, the U.S. Final Prospectus, any Blue Sky Registration, or the U.S. Registration Statement Offering Documents or for additional information; or (v) the receipt by the Corporation of any material communication, whether written or oral, from any Securities Commission, the SEC or similar regulatory authority or any stock exchange, relating to the distribution of the Units, and will use its best commercially reasonable efforts to prevent the issuance of any order referred to in (i) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possible; (be) comply with Section 6.5 and 6.6 of NI 41-101 and with the comparable provisions of the other relevant Canadian Securities Laws. The Corporation will promptly prepare and file with the Securities Commissions in the Qualifying Jurisdictions any Supplementary Material, which in the opinion of the Underwriters and the Corporation, each acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary to continue to qualify the Units for distribution. If the Corporation and the Underwriters in good faith disagree as to whether a change, fact or event requires the filing of any Supplementary Material in compliance with Section 6.5 or Section 6.6 of NI 41-101, the Corporation will prepare and file promptly at the request of the Underwriters any Supplementary Material which, in the opinion of the Underwriters, acting reasonably, may be necessary or advisable. Upon receipt of any Supplementary Material the Underwriters shall, as soon as possible, send such Supplementary Material to purchasers of the Units; (f) deliver to the Underwriters prior to the filing of the Preliminary Prospectus and Prospectus, a copy thereof signed and certified as required by the applicable Canadian Securities Laws; (g) advise the Underwriters, promptly after receiving notice thereof, of the time when the Preliminary Prospectus, the Prospectus, any Marketing Materials and any Supplementary Material has been filed and receipts therefor (if any) have been obtained pursuant to the Canadian Securities Laws and will provide evidence reasonably satisfactory to the Underwriters of each such filing and copies of such receipts; (h) deliver without charge to the Underwriters, as soon as practicable, and in any event no later than two clear Business Days immediately following the date of issuance of the receipt in the case of the Prospectus, and thereafter from time to time during the distribution of the Units, in Vancouver, Calgary or Toronto, as many commercial copies of the Prospectus as the Underwriters may reasonably request for the purposes contemplated by Canadian Securities Laws; (i) if applicable, cause to be delivered to the Underwriters such number of commercial copies of the U.S. Placement Memorandum and any Supplementary Material required to be delivered to purchasers or prospective purchasers of Units in the United States, or to or for the account or benefit of, persons in the United States or U.S. Persons, as the Underwriters may reasonably request. Each delivery of the Preliminary Prospectus, the Prospectus, the Preliminary U.S. Placement Memorandum and the U.S. Placement Memorandum or any Supplementary Material shall constitute consent by the Corporation to the use by the Underwriters and other investment dealers and brokers of such documents in connection with the distribution of the Units contemplated hereunder, subject to the provisions of applicable Law and the provisions of this Agreement; (j) use the net proceeds of the Offering in the manner specified in the Prospectus; (k) file or cause to be filed with the CSE all necessary documents and shall take or cause to be taken all necessary steps to ensure that the Corporation has obtained all necessary approvals for the Unit Shares, Warrant Shares (issuable upon exercise of the Warrants) and Compensation Shares (issuable upon exercise of the Compensation Options) to be issued under the Offering to be listed on the CSE; (l) prior to the Closing Date, make all necessary arrangements that are within the control of the Corporation for the electronic deposit of the Unit Shares and Warrants comprising the Units pursuant to the non-certificated issue system of CDS on the Closing Date. All fees and expenses payable to CDS and/or the Transfer Agent in connection with the electronic deposit and the fees and expenses payable to CDS and/or the Transfer Agent in connection with the initial or additional transfers as may be required in the course of the distribution of the Units shall be borne by the Corporation; (m) until the expiry date of the Warrants, use its commercially reasonable efforts to remain a corporation validly subsisting under the laws of Canada, licensed, registered or qualified as an extra-provincial or foreign corporation in all jurisdictions where the character of its properties owned or leased or the nature of the activities conducted by it make such licensing, registration or qualification necessary and shall carry on its business in the ordinary course; (n) until the expiry date of the Warrants, other than in connection with a transaction submitted to the Corporation’s shareholders for approval, use commercially reasonable efforts to maintain its status as a “reporting issuer” (or under the equivalent thereof) Securities Laws of a jurisdiction of Canada, not in default of the requirements any requirement of the Applicable such Securities Laws in the Qualifying Jurisdictions, for a period of 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the CorporationLaws; (co) will until the expiry date of the Warrants, other than in connection with a transaction submitted to the Corporation’s shareholders for approval, use its commercially reasonable efforts to maintain the listing of (i) the Offered Shares; and (ii) the Broker Common Shares issuable upon exercise of the Broker’s Warrants on the CSE, OTC CSE or another recognized stock exchange or quotation system for a period of at least 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the CorporationCanada; (dp) will duly execute and deliver the Broker Warrant Indenture and the Compensation Option Certificates at the Closing Time Time, and comply with and satisfy all material terms, conditions and covenants therein contained to be complied with or satisfied by the Corporation; (eq) will ensure thatuse its commercially reasonable efforts to fulfil or cause to be fulfilled, at or prior to the Closing Time, the Offered Shares shall be duly issued as fully paid and non-assessable Common Shares on payment each of the purchase price thereforconditions required to be fulfilled by it set out in Section 5 hereof; (fr) will ensure that, that at the Closing Time, Time the Broker’s Warrants shall be are duly and validly created created, authorized and issued and shall have attributes corresponding in all material respects to the description set forth in this Agreement and the Broker’s Warrants Certificates, as applicableWarrant Indenture; (gs) will ensure that at all times following the grant of the Broker’s Warrants and prior to the expiry of the Broker’s Warrants, a sufficient number of Broker Warrant Shares are allotted and reserved for issuance issuable upon the due exercise of the Broker’s Warrants shall, upon issuance in accordance with their terms; (h) will ensure thatterms thereof, upon due exercise of the Broker’s Warrants in accordance with their terms, the Broker Shares shall be duly issued as fully paid and non-assessable shares Common Shares; (t) ensure that, at all times prior to the until the expiry date of the Warrants, a sufficient number of Warrant Shares are allotted and reserved for issuance upon the exercise of the Warrants; (u) ensure that at the Closing Time the Compensation Options are duly and validly created, authorized and issued and shall have attributes corresponding in all material respects to the description set forth in the capital Compensation Option Certificates; (v) ensure that the Compensation Shares issuable upon the exercise of the Compensation Options shall, upon issuance in accordance with the terms thereof, be duly issued as fully paid and non- assessable Common Shares; (w) ensure that, at all times prior to the expiry of the Compensation Options, a sufficient number of Compensation Shares are reserved for issuance upon the due exercise of the Compensation Options; (x) not, other than in connection with a transaction submitted to the Corporation’s shareholders for approval, to directly or indirectly, issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, or enter into any derivative transaction that has the effect of any of the foregoing, or agree to or announce any intention to issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, or enter into any derivative transaction that has the effect of any of the foregoing, any Common Shares or any securities convertible into or exchangeable for, or otherwise exercisable to acquire Common Shares or other equity securities of the Corporation on payment for a period of the purchase price therefor; (i) will ensure that the Offered Shares and the Broker Shares are listed and posted for trading on the CSE and OTC upon their respective dates of issuance; (j) will use the net proceeds of the Offering in the manner specified in the Final Prospectus, subject to the qualifications contained therein; (k) use its commercially reasonable efforts to cause its directors and senior officers to enter into the Form of Lock-Up Agreement attached hereto as Schedule “A”; (l) from the date hereof until 90 days following after the Closing Date, not to, without the prior written consent of the EchelonCo-Lead Underwriters, on behalf of the Underwriters, such consent not to be unreasonably withheld, issueexcept: (i) pursuant to the exercise of the Over-Allotment Option; (ii) under existing director or employee stock options, bonus or purchase plans or similar share compensation arrangements as detailed in the Offering Documents; (iii) under director or employee stock options or bonuses granted subsequently in accordance with any required regulatory approval and in a manner consistent with the Corporation’s past practice; (iv) upon the exercise of convertible securities, warrants or options outstanding prior to the date of this Agreement; or (v) pursuant to previously scheduled payments and/or other corporate acquisitions; (y) use commercially reasonable efforts to cause each of the directors, officers and holders of greater than 5% of the Corporation’s issued and outstanding Common Shares as of the date of this Agreement to enter into an agreement in the form attached hereto as Schedule “B” in favour of the Underwriters pursuant to which he, she or it shall covenant and agree that he, she or it will not, directly or indirectly, offer, sell, contract to issue sell, grant any option to purchase, make any short sale, lend, swap, or otherwise dispose of, transfer, assign, or announce any intention to issue do so, any Common Shares or any securities convertible into or exchangeable for Common Shares or other equity securities of the Corporation, whether now owned directly or indirectly, or under their control or direction, or with respect to which each has beneficial ownership or enter into any transaction or arrangement that has the effect of transferring, in whole or in part, any of the economic consequences of ownership of Common Shares, whether such transaction is settled by the delivery of Common Shares, other securities, cash or otherwise, other than in conjunction with: (i) pursuant to a bona fide take-over bid or any other similar transaction made generally to all of the exchange, transfer, conversion or exercise rights shareholders of existing outstanding securities; (ii) the issuance of options under the Corporation’s stock option plan, provided that that, in the exercise price event the change of any such options control or other similar transaction is not less than the Purchase Price; (iii) the issuance of deferred share units or restricted share units under the Corporation’s deferred share unit plan or restricted share unit plan; (iv) existing commitments to issue securities; (v) an arm’s length acquisition (including to acquire assets or intellectual property rights); (vi) under the Offering; (vii) the issuance of completed, such securities to Sprott or affiliates of Sprott in accordance with the applicable agreements with Sprott; or (viii) the issuance of securities in connection with any offtake-related debt financing; (m) the Corporation shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the U.S. Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it would require shareholder approval prior remain subject to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction; and will use its reasonable best effortslock-up agreement, in cooperation with the Agents to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect for a period of one year from 90 days after the date hereofClosing Date; provided that and (z) promptly do, make, execute or deliver, or cause to be done, made, executed or delivered, such further acts, documents and things for the Company shall not be required purpose of giving effect to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectthis Agreement and the transactions contemplated herein.

Covenants of the Corporation. (1) The Corporation hereby covenants to with the Agents that the CorporationUnderwriters that: (a) the Corporation will advise the Agents, promptly after receiving notice or obtaining knowledge thereof, of: (i) the issuance by any Securities Regulators in any Qualifying Jurisdiction of any order suspending or preventing the use of any comply with Section 57 of the Offering Documents; Securities Act (iiOntario) and with the suspension comparable provisions of the qualification other relevant Canadian Securities Laws, and, after the date hereof and prior to the completion of the distribution of the Offered Shares and Securities, the Broker’s Warrants Corporation will promptly advise the Underwriters in writing of the full particulars of any material change (as defined in the Securities Act (Ontario)) in the business, affairs, operations, assets, liabilities or financial condition of the Corporation, on a consolidated basis, or of any change in any material fact (as defined in the Securities Act (Ontario)) contained or referred to in the Offering Documents (collectively, the “Filings”) which is, or may be, of such a nature as to render any statement contained in the Filings untrue, false or misleading, result in a misrepresentation (as defined in the Securities Act (Ontario)), or result in any of such documents not complying with the applicable Securities Laws of any Qualifying Jurisdictions Province or the institution, threatening or contemplation of any proceeding for any such purposes; or (iii) any requests made by any Securities Regulators United States. The Corporation will promptly prepare and file with the securities authorities in the Qualifying Jurisdictions, for amending or supplementing the Preliminary Prospectus, U.S. Preliminary Prospectus, the Final Prospectus, the U.S. Final Prospectus, any Blue Sky Registration, Provinces or the U.S. Registration Statement United States any amendment or for additional informationsupplement to the Filings, which in the opinion of the Underwriters and will use its best efforts the Corporation, each acting reasonably, may be necessary or advisable to prevent correct such untrue or misleading statement or omission. The Corporation shall in good faith discuss with the issuance Underwriters any change in circumstances (actual, anticipated, contemplated or threatened) which is of any order referred such a nature that there may be a reasonable doubt as to in (i) above and, if any such order is issued, whether written notice need be given to obtain the withdrawal thereof as quickly as possibleUnderwriters under the provisions of this Section 7(1)(a); (b) the Corporation will use commercially reasonable efforts deliver without charge to maintain its status the Underwriters, as a “reporting issuer” soon as practicable, and in any event no later than 12:00 p.m. (or Toronto time), July 27, 2016, and thereafter from time to time during the equivalent thereof) not in default distribution of the requirements of Offered Securities, in such cities as the Applicable Securities Laws in the Qualifying Jurisdictions, for a period of 24 months following the Closing Date, provided that the foregoing requirement Underwriters shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of notify the Corporation; (c) will use its commercially reasonable efforts to maintain the listing of (i) the Offered Shares; and (ii) the Broker Shares issuable upon exercise of the Broker’s Warrants on the CSE, OTC or another recognized stock exchange or quotation system for a period of at least 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (d) will duly execute and deliver the Broker Warrant Certificates at the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Corporation; (e) will ensure that, at the Closing Time, the Offered Shares shall be duly issued as fully paid and non-assessable Common Shares on payment of the purchase price therefor; (f) will ensure that, at the Closing Time, the Broker’s Warrants shall be duly and validly created and issued and shall have attributes corresponding in all material respects to the description set forth in this Agreement and the Broker’s Warrants Certificates, as applicable; (g) will ensure that at all times following the grant many commercial copies of the Broker’s Warrants and prior to the expiry of the Broker’s Warrants, a sufficient number of Broker Shares are allotted and reserved for issuance upon the due exercise of the Broker’s Warrants in accordance with their terms; (h) will ensure that, upon due exercise of the Broker’s Warrants in accordance with their terms, the Broker Shares shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor; (i) will ensure that the Offered Shares and the Broker Shares are listed and posted for trading on the CSE and OTC upon their respective dates of issuance; (j) will use the net proceeds each of the Offering Documents excluding in each case the manner specified Documents Incorporated by Reference therein, as the Underwriters may reasonably request for the purposes contemplated by Canadian Securities Laws and U.S. Securities Laws and such delivery shall constitute consent by the Corporation to the use by the Underwriters, the U.S. Affiliates and the Selling Firms of such documents in connection with the Final ProspectusOffering in all Qualifying Provinces and the United States, subject to the qualifications contained therein; (k) use its commercially reasonable efforts to cause its directors provisions of Canadian Securities Laws and senior officers to enter into the Form of Lock-Up Agreement attached hereto as Schedule “A”; (l) from the date hereof until 90 days following the Closing Date, not to, without the prior written consent of the Echelon, such consent not to be unreasonably withheld, issue, agree to issue or announce any intention to issue Common Shares or any securities convertible into or exchangeable for Common Shares, other than in conjunction with: (i) the exchange, transfer, conversion or exercise rights of existing outstanding securities; (ii) the issuance of options under the Corporation’s stock option plan, provided that the exercise price of any such options is not less than the Purchase Price; (iii) the issuance of deferred share units or restricted share units under the Corporation’s deferred share unit plan or restricted share unit plan; (iv) existing commitments to issue securities; (v) an arm’s length acquisition (including to acquire assets or intellectual property rights); (vi) under the Offering; (vii) the issuance of securities to Sprott or affiliates of Sprott in accordance with the applicable agreements with Sprott; or (viii) the issuance of securities in connection with any offtake-related debt financing; (m) the Corporation shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the U.S. Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction; and will use its reasonable best efforts, in cooperation with the Agents to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect for a period of one year from the date hereof; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.U.S.

Covenants of the Corporation. The Corporation hereby covenants to the Agents that the Corporationwith each Underwriter as follows: (a) To furnish to BMO, CIBC, RBC and Scotia Capital in Toronto or as directed by BMO, CIBC, RBC and Scotia Capital without charge, prior to 10:00 a.m. Toronto time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 8(e) below, as many copies of the Prospectuses and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. Each delivery of the Prospectuses, will advise constitute the Agentsadditional representation and warranty of the Corporation to the Underwriters that, at the respective times of delivery, the Prospectuses being delivered (i) do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) do not contain misrepresentation (within the meaning of applicable Canadian Securities Laws), and (iii) constitute full, true and plain disclosure of all material facts required to be disclosed by applicable law. (b) To prepare the Canadian Prospectus and the U.S. Prospectus in a form approved by you and (i) to file the Canadian Prospectus with the OSC and each of the other Canadian Securities Commissions in accordance with the Shelf Procedures not later than the OSC’s close of business on the business day following the execution and delivery of this Agreement and (ii) to file the U.S. Prospectus with the Commission pursuant to General Instruction II.L of Form F-10 under the Securities Act not later than the Commission’s close of business on the business day following the date of the execution and delivery of this Agreement; before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectuses, to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object. (c) To furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Corporation and not to use or refer to any proposed free writing prospectus to which you reasonably object. (d) Not to take any action that would result in an Underwriter or the Corporation being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder. (e) If at any time following the date of execution of this Agreement until the completion of the distribution of the Shares for purposes of Canadian Securities Laws and the Securities Act and the applicable rules and regulations of the Commission thereunder, to promptly inform the Underwriters in writing of the particulars of any actual, anticipated, threatened, or contemplated, material change, change in material fact, or other event or condition that could have been required to have been stated in the Prospectuses had that change, fact, event or condition arisen or been in effect on or prior to the date of the Prospectuses, and is of such a nature as could render any Prospectus misleading in the light of the circumstances or could result in it containing a misrepresentation (within the meaning of applicable Canadian Securities Laws). (f) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the U.S. Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and the Canadian Securities Commissions and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as so amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as so amended or supplemented, will comply with applicable law. (g) If, during such period after receiving the first date of the public offering of the Shares as in the opinion of counsel for the Underwriters either of the Prospectuses (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or obtaining knowledge thereofdealer, of:any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectuses (or one of them) in order to make the statements therein, in the light of the circumstances when the Prospectuses (or one of them) (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectuses (or one of them) to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Corporation) to which Shares may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectuses (or one of them) so that the statements in the Prospectuses as so amended or supplemented will not, in the light of the circumstances when the Prospectuses (or one of them) (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectuses, as so amended or supplemented, will comply with applicable law. (h) To comply with Section 57 of the Securities Act (Ontario) and with comparable provisions of Canadian Securities Laws and the Securities Act and the rules and regulations of the SEC thereunder, and prepare and file or deliver promptly at your request, any amendment or supplement to the Prospectuses, which, in your opinion may be necessary, to continue to qualify the Shares for distribution in each of the Canadian Qualifying Jurisdictions and the United States. (i) To make generally available to the issuance Corporation’s security holders and to you as soon as practicable an earning statement covering a period of at least twelve months beginning with the first fiscal quarter of the Corporation occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder. (j) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of the Corporation’s obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Corporation’s counsel and the Corporation’s auditors in connection with the registration, qualification and delivery of the Shares under the Securities Act and Canadian Securities Laws and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Preliminary Prospectuses, the Time of Sale Prospectus, the Prospectuses, any Marketing Materials (as hereinafter defined), any free writing prospectus prepared by any Securities Regulators in any Qualifying Jurisdiction of any order suspending or preventing on behalf of, used by, or referred to by the use of Corporation and amendments and supplements to any of the Offering Documents; foregoing, including all regulatory and stock exchange filing fees and the costs and charges of any transfer agent, registrar, custodian or depositary, all printing and translation costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the suspension transfer and delivery of the qualification of Shares to the Offered Shares and the Broker’s Warrants in Underwriters, including any of the Qualifying Jurisdictions transfer or the institutionother taxes payable thereon, threatening or contemplation of any proceeding for any such purposes; or (iii) any requests made by any Securities Regulators in all costs and expenses incident to listing the Qualifying JurisdictionsShares on the NYSE and the TSX, for amending or supplementing (iv) the Preliminary Prospectuscost of printing certificates representing the Shares, U.S. Preliminary Prospectusif applicable, (v) the Final Prospectus, the U.S. Final Prospectus, any Blue Sky Registration, or the U.S. Registration Statement or for additional informationdocument production charges and expenses associated with printing this Agreement, and will (vi) all other costs and expenses incident to the performance of the obligations of the Corporation hereunder for which provision is not otherwise made in this Section. (k) To use its best efforts to prevent have the issuance of any order referred to in (i) above Shares accepted for listing on the NYSE and the TSX and, if any such order is issued, to obtain through the withdrawal thereof as quickly as possible; (b) will use commercially reasonable efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default period of distribution of the requirements of the Applicable Securities Laws in the Qualifying JurisdictionsShares, for a period of 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (c) will use its commercially reasonable efforts to maintain the listing of (i) the Offered Shares; and (ii) the Broker Shares issuable upon exercise of the Broker’s Warrants on the CSE, OTC or another recognized stock exchange or quotation system for a period NYSE and the TSX and to file with such exchanges all documents and notices required by such exchanges of at least 24 months following the Closing Date, provided issuers that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction have securities that requires a vote by shareholders of the Corporation;are listed on such exchanges. (dl) will duly execute and deliver the Broker Warrant Certificates at the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Corporation; (e) will ensure that, at the Closing Time, the Offered Shares shall be duly issued as fully paid and non-assessable Common Shares on payment of the purchase price therefor; (f) will ensure that, at the Closing Time, the Broker’s Warrants shall be duly and validly created and issued and shall have attributes corresponding in all material respects to the description set forth in this Agreement and the Broker’s Warrants Certificates, as applicable; (g) will ensure that at all times following the grant of the Broker’s Warrants and prior to the expiry of the Broker’s Warrants, a sufficient number of Broker Shares are allotted and reserved for issuance upon the due exercise of the Broker’s Warrants in accordance with their terms; (h) will ensure that, upon due exercise of the Broker’s Warrants in accordance with their terms, the Broker Shares shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor; (i) will ensure that the Offered Shares and the Broker Shares are listed and posted for trading on the CSE and OTC upon their respective dates of issuance; (j) will To use the net proceeds of the Offering offering of Shares in the manner specified in each of the Final ProspectusTime of Sale Prospectus and the Prospectuses and for no other purpose. (m) Not to directly or indirectly issue any common shares of the Corporation or securities or other financial instruments convertible into or having the right to acquire common shares of the Corporation (other than pursuant to rights or obligations under securities or instruments outstanding) or enter into any agreement or arrangement under which it transfers to another, subject in whole or in part, any of the economic consequences of ownership of common shares of the Corporation, whether that agreement or arrangement may be settled by the delivery of common shares of the Corporation or other securities or cash, or agree to become bound to do so, or disclose to the qualifications contained therein; (k) use its commercially reasonable efforts public any intention to cause its directors and senior officers to enter into the Form of Lock-Up Agreement attached hereto as Schedule “A”; (l) do so, for a period from the date hereof of execution of this Agreement until 90 days following the Closing Date, not to, Date without the prior written consent of the EchelonBMO, such which consent will not to be unreasonably withheld; provided that nothing herein shall prevent or restrict the Corporation from issuing or agreeing to issue any of its common shares or securities or other financial instruments convertible into or having the right to acquire its common shares (i) as consideration in connection with acquisitions in an amount not to exceed US$500 million in the aggregate (calculated as of the time of the agreement to issue such common shares of the Corporation or securities or other financial instruments convertible into or having the right to acquire common shares of the Corporation), issue(ii) under any of the Corporation’s equity-based compensation plans or dividend reinvestment plan, or (iii) pursuant to rights or obligations under securities or instruments outstanding on the date hereof or issued as permitted by (i) or (ii) above. (n) To use best efforts to procure that the officers and directors of the Corporation also agree in a separate agreement with the Underwriters, prior to the Closing Date, not to sell, or agree to issue sell (or announce any intention to issue Common Shares do so), any of their common shares of the Corporation or securities exchangeable or convertible into common shares of the Corporation for a period of 90 days from the Closing Date without the prior written consent of BMO, which consent will not be unreasonably withheld; provided that nothing herein shall prevent or restrict any such officer or director from transferring common shares of the Corporation or securities or other financial instruments convertible into or exchangeable for Common having the right to acquire common shares of the Corporation to a registered charity or foundation with a charitable purpose (or disposing of such shares, securities or other financial instruments and donating the proceeds to such charity or foundation). (o) During the distribution of the Shares, other than in conjunction with: (i) the exchangeCorporation shall prepare, transferin consultation with the Underwriters and their counsel, conversion or exercise rights of existing outstanding securities; any “marketing materials” (as such term is defined in National Instrument 41-101 — General Prospectus Requirements) (“NI 41-101”) (“Marketing Materials”), including any template version thereof, to be provided to potential investors in the Shares, and approve in writing any such 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 Underwriters and their counsel, acting reasonably, (ii) BMO, CIBC, RBC and Scotia Capital, shall, on behalf of the issuance of options under the Corporation’s stock option planUnderwriters, provided that the exercise price of approve in writing any such options is not less than Marketing Materials, as contemplated by the Purchase PriceCanadian Securities Laws, prior to any Marketing Materials being provided to potential investors of Shares and/or filed with the Canadian Securities Commissions; and (iii) the issuance Corporation shall: (A) file any such Marketing Materials (or any template version thereof) with the Canadian Securities Commissions as soon as reasonably practicable after such Marketing Materials are so approved in writing by the Corporation and BMO, CIBC, RBC and Scotia Capital, on behalf of deferred share units the Underwriters, and in any event on or restricted share units under before the Corporation’s deferred share unit plan or restricted share unit plan; (iv) existing commitments day the Marketing Materials are first provided to issue securities; (v) an arm’s length acquisition (including any potential investor of Shares, and file any such Marketing Materials with the Commission pursuant to acquire assets or intellectual property rights); (viRule 433(d) under the OfferingSecurities Act on or before the day such Marketing Materials are first provided to any potential investor of the Shares, unless an exemption is available from such filing requirement and the conditions to the availability of such exemption are satisfied; and (viiB) remove or redact any comparables from any template version so filed, in compliance with the issuance Shelf Procedures, prior to filing such template version with the Canadian Securities Commissions (but such comparables shall not be removed from the version filed with the Commission pursuant to Rule 433(d) under the Securities Act); provided that a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Canadian Securities Commissions in compliance with the Shelf Procedures by the Corporation, and a copy thereof provided to the Underwriters as soon as practicable following such filing. (p) The Corporation and each Underwriter, on a several basis, covenants and agrees that, during the distribution of securities the Shares, it will not provide any potential investor with any materials or information in relation to Sprott the distribution of the Shares or affiliates of Sprott the Corporation other than the Prospectuses and any amendments or supplements thereto and the Marketing Materials in accordance with this Agreement, provided that: (A) any such materials that constitute Marketing Materials have been approved and filed in accordance with Section 8(o); and (B) any such materials that constitute “standard term sheets” as such term is defined in NI 41-101 have been approved in writing by the applicable agreements Corporation and BMO, CIBC, RBC and Scotia Capital, on behalf of the Underwriters, and are provided in compliance with Sprott; or (viii) Canadian Securities Laws in each case only in the issuance of securities in connection with any offtake-related debt financing;Canadian Qualifying Jurisdictions. (mq) Notwithstanding Section 8(o) and 8(p), following the Corporation shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect approval and filing of any security template version of Marketing Materials in accordance with Section 8(o), the Underwriters may provide a “limited-use version” (as such term is defined in Section 2 of the U.S. Securities ActNI 41-101) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction; and will use its reasonable best efforts, template version to potential investors in cooperation with the Agents to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect for a period of one year from the date hereof; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectaccordance with Canadian Securities Laws.

Covenants of the Corporation. The Corporation hereby covenants to the Agents Underwriters, the Subscribers and their respective permitted assigns and acknowledges that each of them is relying on such covenants in connection with the purchase of the Units, that the CorporationCorporation shall: (a) will advise for a period of two years following the AgentsClosing Date, promptly after receiving notice or obtaining knowledge thereof, of: (i) the issuance by any Securities Regulators in any Qualifying Jurisdiction of any order suspending or preventing the use of any of the Offering Documents; (ii) the suspension of the qualification of the Offered Shares and the Broker’s Warrants in any of the Qualifying Jurisdictions or the institution, threatening or contemplation of any proceeding for any such purposes; or (iii) any requests made by any Securities Regulators in the Qualifying Jurisdictions, for amending or supplementing the Preliminary Prospectus, U.S. Preliminary Prospectus, the Final Prospectus, the U.S. Final Prospectus, any Blue Sky Registration, or the U.S. Registration Statement or for additional information, and will use its best efforts to prevent the issuance of any order referred to in (i) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possible; (b) will use commercially reasonable efforts to maintain its status as a “reporting issuer” (or issuer under the equivalent thereof) applicable Securities Laws in the provinces of Alberta and British Columbia not in default of the requirements any requirement of the Applicable such Securities Laws in the Qualifying Jurisdictions, for a period of 24 months following the Closing DateLaws, provided that the foregoing requirement this covenant shall not prevent the Corporation from completing (i) entering into a sale support agreement, arrangement agreement, amalgamation agreement or other similar agreement in respect of a take-over bid, merger, amalgamation, tender offer, recapitalization, arrangement or share transaction involving the purchase of all of the outstanding shares in the capital of the Corporation, or substantially all of its assets or (ii) completing any transaction which that would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders listed, in each case so long as the holders of shares in the capital of the CorporationCorporation receive securities of an entity which is listed on a stock exchange or the holders of the shares of the Corporation have approved the transaction by the requisite majority; (cb) will obtain any necessary regulatory approvals from the TSXV in connection with the sale of the Units hereunder on such conditions as are acceptable to the Underwriters and the Corporation, acting reasonably, and, for a period of two years following the Closing Date, use its commercially reasonable efforts to maintain the listing of (i) the Offered Shares; and (ii) the Broker Common Shares issuable upon exercise on any one of the Broker’s Warrants on TSXV or the CSE, OTC or another recognized stock exchange or quotation system for a period of at least 24 months following the Closing DateToronto Stock Exchange, provided that the foregoing requirement this covenant shall not prevent the Corporation from completing (i) entering into a sale support agreement, arrangement agreement, amalgamation agreement or other similar agreement in respect of a take-over bid, merger, amalgamation, tender offer, recapitalization, arrangement or share transaction involving the purchase of all of the outstanding shares in the capital of the Corporation, or substantially all of its assets or (ii) completing any transaction which that would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders listed, in each case so long as the holders of shares in the capital of the CorporationCorporation receive securities of an entity which is listed on a stock exchange or the holders of the shares of the Corporation have approved the transaction by the requisite majority; (dc) will duly execute and deliver the Broker Subscription Agreements, the Warrant Indenture and the Compensation Option Certificates at the Closing Time and shall comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Corporation; (d) fulfil or cause to be fulfilled, at or prior to the Closing Date, each of the conditions set out in Section 7 hereof; (e) will ensure thatthat the Unit Shares shall, at the Closing Timeupon issuance in accordance with their terms, the Offered Shares shall be duly issued as fully paid and non-assessable Common Shares on payment securities in the capital of the purchase price therefor; (f) will ensure thatCorporation, at the Closing Time, the Broker’s Warrants shall be duly and validly created and issued and shall have the attributes corresponding in all material respects to the description thereof set forth in this Agreement and the Broker’s Subscription Agreements; (f) ensure that the Warrants Certificatesshall, as applicableupon issuance in accordance with their terms, be duly and validly created, authorized and issued and shall have the attributes corresponding in all material respects to the description thereof set forth in this Agreement, the Subscription Agreements and the Warrant Indenture; (g) will ensure that at all times following the grant of the Broker’s Warrants and prior to the expiry of the Broker’s Warrants, a sufficient number of Broker Warrant Shares are allotted and reserved for issuance upon the due and proper exercise of the Broker’s Warrants and, upon issuance in accordance with their terms; (h) will ensure that, upon due exercise the terms of the Broker’s Warrants in accordance with their termsWarrant Indenture, the Broker Shares shall be duly issued as fully paid and non-assessable shares securities in the capital of the Corporation on payment of Corporation; (h) ensure that the purchase price thereforCompensation Options shall, upon issuance in accordance with their terms, be duly and validly created, authorized and issued and shall have the attributes corresponding in all material respects to the description thereof set forth in this Agreement, the Subscription Agreements and the Compensation Option Certificates; (i) will ensure that in connection with the Offered Shares issuance of the Units, execute and file with the Broker Shares are listed Securities Regulators all forms, notices and posted for trading on certificates required to be filed pursuant to the CSE and OTC upon their respective dates of issuanceSecurities Laws in the time required by the applicable Securities Laws; (j) will use for a period of 120 days from the net proceeds Closing Date, not directly or indirectly, offer to issue, sell, grant any option for the sale of, or otherwise dispose of, or announce any intention to do so, in a public offering, by way of private placement or otherwise, any additional Common Shares or any securities convertible or exchangeable into Common Shares, without the prior written consent of Hxxxxxx (on behalf of the Offering Underwriters), such consent not to be unreasonably withheld, except: (i) under existing director or employee stock option, bonus or purchase plans, as detailed in the manner specified Corporation’s most recent information circular; (ii) under director or employee stock options or bonuses granted subsequently in accordance with regulatory approval; (iii) as a result of the Final Prospectusexercise of currently outstanding share purchase warrants or options; (iv) in connection with previously scheduled property payments; or (v) in connection with the right granted to Altius Resources Inc. to participate on a pro rata basis in any equity financing of the Corporation (it being understood that the Corporation shall advise Hxxxxxx (on behalf of the Underwriters) prior to closing of this Offering if Altius Resources Inc. will exercise such right in connection with this Offering, subject which right must be exercised concurrently with the Offering) (the amount of any equity issued will be grossed up to facilitate the qualifications contained thereinparticipation of Altius Resources Inc.); (k) use its commercially reasonable best efforts to cause its each director and officer of the Corporation to execute and deliver written undertakings in favour of the Underwriters agreeing not to sell, transfer, assign, pledge or otherwise dispose of any securities of the Corporation owned, directly or indirectly, by such directors and senior officers to enter into the Form for a period of Lock-Up Agreement attached hereto as Schedule “A”; (l) 120 days from the date hereof until 90 days following the Closing Date, not to, without the prior written consent of Hxxxxxx (on behalf of the EchelonUnderwriters), such consent not to be unreasonably withheld; (l) provide the Underwriters with draft press releases relating to the Offering an opportunity to comment and obtain their prior approval, issueacting reasonably, agree to issue or announce any intention to issue Common Shares or any securities convertible into or exchangeable for Common Shares, other than in conjunction with: (i) the exchange, transfer, conversion or exercise rights of existing outstanding securities; (ii) the issuance of options under the Corporation’s stock option plan, provided that the exercise price form and content of any such options is not less than the Purchase Price; (iii) the issuance of deferred share units or restricted share units under the Corporation’s deferred share unit plan or restricted share unit plan; (iv) existing commitments to issue securities; (v) an arm’s length acquisition (including to acquire assets or intellectual property rights); (vi) under the Offering; (vii) the issuance of securities to Sprott or affiliates of Sprott in accordance with the applicable agreements with Sprott; or (viii) the issuance of securities in connection with any offtake-related debt financingpress release; (m) ensure that the Corporation shall does not sell, offer for sale or solicit offers take any action that would cause prospectus exemptions to buy or otherwise negotiate in be unavailable with respect of any security to the Offering; and (as defined in Section 2 n) use the net proceeds of the U.S. Securities Act) that would be integrated with Offering to advance the offer or sale exploration and development of the Securities Corporation’s Kamistiatusset Iron Ore Project, and for purposes of the rules working capital and regulations of any trading market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction; and will use its reasonable best efforts, in cooperation with the Agents to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect for a period of one year from the date hereof; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectcorporate purposes.

Covenants of the Corporation. The Corporation hereby covenants to with the Agents Underwriters that the CorporationCorporation will: (a) will promptly provide to the Underwriters, during the period commencing on the date hereof and until completion of the distribution of the Units, copies of any filings made by the Corporation or the Subsidiaries of information relating to the Offering (to the extent such filings are not available under the Corporation’s profile on the System for Electronic Document Analysis and Retrieval) with any securities exchange or any regulatory body in Canada or the United States or any other jurisdiction; (b) promptly provide to the Underwriters and their counsel, during the period commencing on the date hereof and until completion of the distribution of the Units, drafts of any press releases and material change reports of the Corporation relating to the Offering for review by the Underwriters and their counsel prior to issuance, and give the Underwriters and their counsel a reasonable opportunity to provide comments on any such press release or material change report, subject to the Corporation’s timely disclosure obligations under applicable Canadian Securities Laws; (c) promptly inform the Underwriters in writing during the period prior to the completion of the distribution of the Units of the full particulars of: (i) any material change (whether actual, anticipated, contemplated or proposed by, or threatened), financial or otherwise, in the assets, liabilities (contingent or otherwise), business, affairs, prospects, operations, cash flow or capital of the Corporation and its subsidiaries, taken as a whole; (ii) any material fact which has arisen or has been discovered which would have been required to have been stated in the Offering Documents had that fact arisen or been discovered on, or prior to, the date of any of the Offering Documents, as the case may be; or (iii) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact or any new material fact) contained in any of the Offering Documents or whether any event or state of facts has occurred after the date of this Agreement, which, in any case, is of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in any misrepresentation in any of the Offering Documents including as a result of any of the Offering Documents containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or misleading in the light of the circumstances in which it was made, which would result in any Offering Document not complying with applicable Canadian Securities Laws or U.S. Securities Laws, as the case may be, or which would reasonably be expected to have an effect on the market price or value of the Common Shares; (d) advise the AgentsUnderwriters, promptly after receiving notice or obtaining knowledge thereof, during the period prior to the completion of the distribution of the Units, of: : (i) the issuance by any Securities Regulators in any Qualifying Jurisdiction Commission, the SEC or similar regulatory authority of any order suspending or preventing the use of any of the Offering Documents; Document; (ii) the suspension of the qualification of the Offered Shares and the Broker’s Warrants Units in any of the Qualifying Jurisdictions or Jurisdictions; (iii) the institution, threatening or contemplation of any proceeding for any such purposes; or (iiiiv) any requests made by any Securities Regulators in Commission, the Qualifying Jurisdictions, SEC or similar regulatory authority for amending or supplementing any of the Preliminary Prospectus, U.S. Preliminary Prospectus, the Final Prospectus, the U.S. Final Prospectus, any Blue Sky Registration, or the U.S. Registration Statement Offering Documents or for additional information; or (v) the receipt by the Corporation of any material communication, whether written or oral, from any Securities Commission, the SEC or similar regulatory authority or any stock exchange, relating to the distribution of the Units, and will use its best commercially reasonable efforts to prevent the issuance of any order referred to in (i) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possible; (be) comply with Section 6.5 and 6.6 of NI 41-101 and with the comparable provisions of the other relevant Canadian Securities Laws. The Corporation will promptly prepare and file with the Securities Commissions in the Qualifying Jurisdictions any Supplementary Material, which in the opinion of the Underwriters and the Corporation, each acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary to continue to qualify the Units for distribution. If the Corporation and the Underwriters in good faith disagree as to whether a change, fact or event requires the filing of any Supplementary Material in compliance with Section 6.5 or Section 6.6 of NI 41-101, the Corporation will prepare and file promptly at the request of the Underwriters any Supplementary Material which, in the opinion of the Underwriters, acting reasonably, may be necessary or advisable. Upon receipt of any Supplementary Material the Underwriters shall, as soon as possible, send such Supplementary Material to purchasers of the Units; (f) deliver to the Underwriters prior to the filing of the Preliminary Prospectus and Prospectus, a copy thereof signed and certified as required by the applicable Canadian Securities Laws; (g) advise the Underwriters, promptly after receiving notice thereof, of the time when the Preliminary Prospectus, the Prospectus, any Marketing Materials and any Supplementary Material has been filed and receipts therefor (if any) have been obtained pursuant to the Canadian Securities Laws and will provide evidence reasonably satisfactory to the Underwriters of each such filing and copies of such receipts; (h) deliver without charge to the Underwriters, as soon as practicable, and in any event no later than two clear Business Days immediately following the date of issuance of the receipt in the case of the Prospectus, and thereafter from time to time during the distribution of the Units, in Vancouver, Calgary or Toronto, as many commercial copies of the Prospectus as the Underwriters may reasonably request for the purposes contemplated by Canadian Securities Laws; (i) if applicable, cause to be delivered to the Underwriters such number of commercial copies of the U.S. Placement Memorandum and any Supplementary Material required to be delivered to purchasers or prospective purchasers of Units in the United States, or to or for the account or benefit of, persons in the United States or U.S. Persons, as the Underwriters may reasonably request. Each delivery of the Preliminary Prospectus, the Prospectus, the Preliminary U.S. Placement Memorandum and the U.S. Placement Memorandum or any Supplementary Material shall constitute consent by the Corporation to the use by the Underwriters and other investment dealers and brokers of such documents in connection with the distribution of the Units contemplated hereunder, subject to the provisions of applicable Law and the provisions of this Agreement; (j) use the net proceeds of the Offering in the manner specified in the Prospectus; (k) file or cause to be filed with the CSE all necessary documents and shall take or cause to be taken all necessary steps to ensure that the Corporation has obtained all necessary approvals for the Unit Shares, Warrant Shares (issuable upon exercise of the Warrants) and Compensation Shares (issuable upon exercise of the Compensation Options) to be issued under the Offering to be listed on the CSE; (l) prior to the Closing Date, make all necessary arrangements that are within the control of the Corporation for the electronic deposit of the Unit Shares and Warrants comprising the Units pursuant to the non-certificated issue system of CDS on the Closing Date. All fees and expenses payable to CDS and/or the Transfer Agent in connection with the electronic deposit and the fees and expenses payable to CDS and/or the Transfer Agent in connection with the initial or additional transfers as may be required in the course of the distribution of the Units shall be borne by the Corporation; (m) until the expiry date of the Warrants, use its commercially reasonable efforts to remain a corporation validly subsisting under the laws of Canada, licensed, registered or qualified as an extra-provincial or foreign corporation in all jurisdictions where the character of its properties owned or leased or the nature of the activities conducted by it make such licensing, registration or qualification necessary and shall carry on its business in the ordinary course; (n) until the expiry date of the Warrants, other than in connection with a transaction submitted to the Corporation’s shareholders for approval, use commercially reasonable efforts to maintain its status as a “reporting issuer” (or under the equivalent thereof) Securities Laws of a jurisdiction of Canada, not in default of the requirements any requirement of the Applicable such Securities Laws in the Qualifying Jurisdictions, for a period of 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the CorporationLaws; (co) will until the expiry date of the Warrants, other than in connection with a transaction submitted to the Corporation’s shareholders for approval, use its commercially reasonable efforts to maintain the listing of (i) the Offered Shares; and (ii) the Broker Common Shares issuable upon exercise of the Broker’s Warrants on the CSE, OTC CSE or another recognized stock exchange or quotation system for a period of at least 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the CorporationCanada; (dp) will duly execute and deliver the Broker Warrant Indenture and the Compensation Option Certificates at the Closing Time Time, and comply with and satisfy all material terms, conditions and covenants therein contained to be complied with or satisfied by the Corporation; (eq) will ensure thatuse its commercially reasonable efforts to fulfil or cause to be fulfilled, at or prior to the Closing Time, the Offered Shares shall be duly issued as fully paid and non-assessable Common Shares on payment each of the purchase price thereforconditions required to be fulfilled by it set out in Section 5 hereof; (fr) will ensure that, that at the Closing Time, Time the Broker’s Warrants shall be are duly and validly created created, authorized and issued and shall have attributes corresponding in all material respects to the description set forth in this Agreement and the Broker’s Warrants Certificates, as applicableWarrant Indenture; (gs) will ensure that at all times following the grant of the Broker’s Warrants and prior to the expiry of the Broker’s Warrants, a sufficient number of Broker Warrant Shares are allotted and reserved for issuance issuable upon the due exercise of the Broker’s Warrants shall, upon issuance in accordance with their terms; (h) will ensure thatterms thereof, upon due exercise of the Broker’s Warrants in accordance with their terms, the Broker Shares shall be duly issued as fully paid and non-assessable shares Common Shares; (t) ensure that, at all times prior to the until the expiry date of the Warrants, a sufficient number of Warrant Shares are allotted and reserved for issuance upon the exercise of the Warrants; (u) ensure that at the Closing Time the Compensation Options are duly and validly created, authorized and issued and shall have attributes corresponding in all material respects to the description set forth in the capital Compensation Option Certificates; (v) ensure that the Compensation Shares issuable upon the exercise of the Compensation Options shall, upon issuance in accordance with the terms thereof, be duly issued as fully paid and non-assessable Common Shares; (w) ensure that, at all times prior to the expiry of the Compensation Options, a sufficient number of Compensation Shares are reserved for issuance upon the due exercise of the Compensation Options; (x) not to directly or indirectly, issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, or enter into any derivative transaction that has the effect of any of the foregoing, or agree to or announce any intention to issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, or enter into any derivative transaction that has the effect of any of the foregoing, any Common Shares or any securities convertible into or exchangeable for, or otherwise exercisable to acquire Common Shares or other equity securities of the Corporation on payment for a period of the purchase price therefor; (i) will ensure that the Offered Shares and the Broker Shares are listed and posted for trading on the CSE and OTC upon their respective dates of issuance; (j) will use the net proceeds of the Offering in the manner specified in the Final Prospectus, subject to the qualifications contained therein; (k) use its commercially reasonable efforts to cause its directors and senior officers to enter into the Form of Lock-Up Agreement attached hereto as Schedule “A”; (l) from the date hereof until 90 days following after the Closing Date, not to, without the prior written consent of the EchelonCo-Lead Underwriters, on behalf of the Underwriters, such consent not to be unreasonably withheld, issue, agree to issue or announce any intention to issue Common Shares or any securities convertible into or exchangeable for Common Shares, other than in conjunction withexcept: (i) pursuant to the exchange, transfer, conversion or exercise rights of existing outstanding securitiesthe Over-Allotment Option; (ii) under existing director or employee stock options, bonus or purchase plans or similar share compensation arrangements as detailed in the issuance of options under the Corporation’s stock option plan, provided that the exercise price of any such options is not less than the Purchase PriceOffering Documents; (iii) the issuance of deferred share units under director or restricted share units under employee stock options or bonuses granted subsequently in accordance with any required regulatory approval and in a manner consistent with the Corporation’s deferred share unit plan or restricted share unit planpast practice; (iv) existing commitments upon the exercise of convertible securities, warrants or options outstanding prior to issue securitiesthe date of this Agreement; (v) an arm’s length acquisition (including pursuant to acquire assets or intellectual property rights)previously scheduled payments; (vi) under the Offering; (vii) the issuance of securities to Sprott or affiliates of Sprott in accordance with the applicable agreements with Sprott; or (viii) the issuance of securities in connection with any offtake-related debt financing; (m) the Corporation shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the U.S. Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction; and will use its reasonable best efforts, in cooperation with the Agents to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect for a period of one year from the date hereof; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.or

Covenants of the Corporation. The Corporation hereby 3.1 Atrium covenants to and agrees with the Agents that the CorporationUnderwriters that: (a) 3.1.1 the Prospectus Debentures will advise the Agents, promptly after receiving notice or obtaining knowledge thereof, of: (i) the issuance by any Securities Regulators in any Qualifying Jurisdiction of any order suspending or preventing the use of any of the Offering Documents; (ii) the suspension of the qualification of the Offered Shares and the Broker’s Warrants in any of the Qualifying Jurisdictions or the institution, threatening or contemplation of any proceeding for any such purposes; or (iii) any requests made by any Securities Regulators in the Qualifying Jurisdictions, for amending or supplementing the Preliminary Prospectus, U.S. Preliminary Prospectus, the Final Prospectus, the U.S. Final Prospectus, any Blue Sky Registration, or the U.S. Registration Statement or for additional information, and will use its best efforts to prevent the issuance of any order referred to in (i) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possible; (b) will use commercially reasonable efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the Applicable Securities Laws in the Qualifying Jurisdictions, for a period of 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (c) will use its commercially reasonable efforts to maintain the listing of (i) the Offered Shares; and (ii) the Broker Shares issuable upon exercise of the Broker’s Warrants on the CSE, OTC or another recognized stock exchange or quotation system for a period of at least 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (d) will duly execute and deliver the Broker Warrant Certificates at the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Corporation; (e) will ensure that, at the Closing Time, the Offered Shares shall be duly issued as fully paid and non-assessable Common Shares on payment of the purchase price therefor; (f) will ensure that, at the Closing Time, the Broker’s Warrants shall be duly and validly created created, authorized and issued upon receipt of payment therefor, and shall such Prospectus Debentures will have attributes corresponding in all material respects to the description set forth descriptions thereof in this Agreement and in the Broker’s Warrants CertificatesPreliminary Prospectus, the Prospectus and any Amendment and, other than as applicablemay otherwise be agreed to by the Joint Bookrunners (which agreement will be evidenced by their execution of the underwriters’ certificate forming part of the Prospectus), shall conform in all material respects to the provisions of the Revised Term Sheet; (g) 3.1.2 the Debenture Shares will ensure that at all times following the grant be duly and validly authorized for issuance and, upon conversion, redemption or repayment of the Broker’s Warrants and prior to the expiry of the Broker’s Warrants, a sufficient number of Broker Shares are allotted and reserved for issuance upon the due exercise of the Broker’s Warrants Prospectus Debentures in accordance with their terms; (h) the Indenture, and when issued will ensure that, upon due exercise of the Broker’s Warrants in accordance with their terms, the Broker Shares shall be duly issued as fully paid and non-assessable shares and, if so issued on the Closing Date, will have the attributes set out in this Agreement, the capital Preliminary Prospectus, the Prospectus and any Amendment thereto, subject only to those modifications or changes, if any, prior to the Closing Date as may be agreed in writing by the Corporation and the Joint Bookrunners; 3.1.3 it shall fulfill, to the satisfaction of the Corporation on payment Underwriters, acting reasonably, all legal requirements to be fulfilled by it to enable the Prospectus Debentures to be offered for sale and sold to the public in Canada by or through the Selling Firms who comply with all applicable Securities Laws in each of the purchase price thereforQualifying Jurisdictions; (i) 3.1.4 the Corporation will ensure that the Offered Shares and the Broker Shares are listed and posted for trading on the CSE and OTC upon their respective dates of issuance; (j) will use the net proceeds of the Offering in the manner specified in the Final Prospectus, subject to the qualifications contained therein; (k) use its commercially reasonable efforts to cause its directors fulfill all legal requirements to permit the distribution of the Prospectus Debentures in each Qualifying Jurisdiction as soon as possible but in any event not later than the Qualification Deadline; such fulfillment shall include, without limiting the generality of the foregoing, compliance with all applicable Securities Laws including, without limitation, compliance with all requirements with respect to the preparation and senior officers filing of the Preliminary Prospectus in each of the Qualifying Jurisdictions and the preparation and filing of the Prospectus in each of the Qualifying Jurisdictions with such changes from the Preliminary Prospectus as the Corporation and the Underwriters may approve, such approval to enter into be evidenced by the Form signing of Lock-Up Agreement attached hereto as Schedule “A”the Prospectus by the Corporation and the Underwriters; (l) from 3.1.5 for greater certainty, the date hereof until 90 days Corporation will, as soon as possible following the Closing Dateexecution of this Agreement, and, in any event, not tolater than 2:00 p.m. (Toronto time) on May 29, without 2017 (provided that this Agreement has been executed and delivered at least 30 minutes prior to that time) (or such other time and/or date as the prior written consent Corporation and the Joint Bookrunners, on behalf of the EchelonUnderwriters, such consent not may in writing agree) prepare and file the Preliminary Prospectus in form and substance satisfactory to be unreasonably withheld, issue, agree to issue or announce any intention to issue Common Shares or any securities convertible into or exchangeable for Common Shares, other than the Underwriters in conjunction with: (i) each of the exchange, transfer, conversion or exercise rights of existing outstanding securities; (ii) Qualifying Jurisdictions with the issuance of options Securities Commissions under the Corporation’s stock option planSecurities Laws, provided that the exercise price of any such options is not less than the Purchase Price; (iii) the issuance of deferred share units or restricted share units under the Corporation’s deferred share unit plan or restricted share unit plan; (iv) existing commitments to issue securities; (v) an arm’s length acquisition (including to acquire assets or intellectual property rights); (vi) under the Offering; (vii) the issuance of securities to Sprott or affiliates of Sprott in accordance with the applicable agreements with Sprott; or (viii) the issuance of securities in connection with any offtake-related debt financing; (m) the Corporation shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the U.S. Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction; and will use its reasonable best effortsefforts to obtain a Passport System decision document for the Preliminary Prospectus from the OSC on behalf of the Securities Commissions in each of the Qualifying Jurisdictions therefor as soon as possible after the filing and deliver a copy thereof to the Underwriters and their counsel; 3.1.6 for greater certainty, the Corporation will use its reasonable commercial efforts to promptly satisfy or resolve all comments of the Securities Commissions regarding the Preliminary Prospectus and will, as soon as possible following the satisfaction or resolution of such comments and the completion of audit work by the Auditors, and, in cooperation any event, not later than the Qualification Deadline (or such other time and/or date as the Corporation and the Joint Bookrunners, on behalf of the Underwriters, may in writing agree) prepare and file the Prospectus in accordance with the Agents to qualify Passport System with the Shares for offer and sale OSC in its capacity as the principal regulator under the applicable securities or Blue Sky laws Passport System and with the Securities Commissions in each of such jurisdictions as the Agents shall reasonably request Qualifying Jurisdictions and will continue obtain the Final Passport System Decision Document therefor as soon as possible after the filing but dated the date of the Qualification Deadline and deliver a copy thereof to the Underwriters and their counsel; 3.1.7 until the completion of the distribution of the Prospectus Debentures, it shall allow and assist the Underwriters to participate fully in the preparation of the Preliminary Prospectus, the Prospectus, any Amendment, any marketing materials and any U.S. Offering Document and shall allow the Underwriters to conduct all “due diligence” investigations which the Underwriters may reasonably require to fulfill the Underwriters’ obligations as underwriters and to enable the Underwriters responsibly to execute any certificate required to be executed by the Underwriters in any such qualifications in effect for a documentation; 3.1.8 it will comply with section 57 of the Securities Act (Ontario) and with the other comparable provisions of the applicable Securities Laws and during the period of one year from the date hereof; provided that of signing the Company shall not be required Preliminary Prospectus to the date of completion of distribution of the Prospectus Debentures, will promptly notify the Underwriters, in writing of the full particulars of: (i) qualify as a foreign corporation any change (actual, anticipated or, to the Corporation’s Knowledge, threatened) in the assets, business, operations, financial condition, liabilities (contingent or other entity otherwise), capital or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, ownership of the Corporation; (ii) file any general consent to service of process change in any such jurisdiction material fact contained or (iii) subject itself referred to taxation in the Preliminary Prospectus, Prospectus or in any such jurisdiction if it is not otherwise so subject.Amendment or in any U.S. Offering Document; and

Covenants of the Corporation. (1) The Corporation hereby covenants to and agrees with the Agents that the CorporationUnderwriters that: (a) the Corporation will advise the AgentsUnderwriters, promptly after receiving notice thereof, of the time when each Offering Document or Issuer Free Writing Prospectus has been filed, when any Dual Prospectus Receipt has been obtained and when the Registration Statement becomes effective, and will provide evidence satisfactory to the Underwriters of each such filing and a copy of each such Dual Prospectus Receipt; (b) between the date hereof and the date of completion of the Distribution of the Offered Shares, the Corporation will advise the Underwriters, promptly after receiving notice or obtaining knowledge thereof, of: (i) the issuance by any Canadian Securities Regulators in any Qualifying Jurisdiction Commission or the SEC of any order suspending or preventing the use of any of the Offering DocumentsDocuments or any Issuer Free Writing Prospectus, including without limitation the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement, or, to the knowledge of the Corporation, the threatening of any such order; (ii) the suspension issuance by any Canadian Securities Commission, the SEC, the TSX or the NASDAQ of any order having the effect of ceasing or suspending the Distribution of the qualification Common Shares or the trading in any securities of the Offered Shares and the Broker’s Warrants in any Corporation, or of the Qualifying Jurisdictions or institution or, to the institutionknowledge of the Corporation, threatening or contemplation of any proceeding for any such purposespurpose; or (iii) any requests made by any Canadian Securities Regulators in Commission or the Qualifying Jurisdictions, SEC for amending or supplementing any of the Preliminary Prospectus, U.S. Preliminary Prospectus, the Final Prospectus, the U.S. Final Prospectus, Offering Documents or any Blue Sky Registration, or the U.S. Registration Statement Issuer Free Writing Prospectus or for additional information, ; and the Corporation will use its best efforts to prevent the issuance of any order referred to in subparagraph (ib)(i) above or subparagraph (b)(ii) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possibleat the earliest possible time; (bc) the Corporation will (i) issue a press release announcing its results for the three and six month periods ended June 30, 2015 and (ii) file all documents required under Applicable Securities Laws (including its unaudited consolidated interim financial statements as at and for the three and six months ended June 30, 2015 and the corresponding management’s discussion and analysis and certifications) on SEDAR, and make corresponding applicable filings with the SEC via XXXXX on Form 6-K, in each case, by no later than 8:00 a.m., Eastern Time, on August 6, 2015, provided that the Corporation will use commercially reasonable efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the Applicable Securities Laws in the Qualifying Jurisdictionsdo so on August 5, for a period of 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (c) will use its commercially reasonable efforts to maintain the listing of (i) the Offered Shares; and (ii) the Broker Shares issuable upon exercise of the Broker’s Warrants on the CSE, OTC or another recognized stock exchange or quotation system for a period of at least 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation2015; (d) the Corporation will duly execute and deliver use its best efforts to obtain the Broker Warrant Certificates at conditional listing of the Offered Shares on the TSX by the Closing Time Time, subject only to the official notice of issuance, and comply with the Corporation will use its best efforts to have the Offered Shares listed and satisfy all terms, conditions admitted and covenants therein contained to be complied with or satisfied authorized for trading on the NASDAQ by the CorporationClosing Time; (e) will ensure thatas soon as practicable, at but in any event not later than eighteen months after the Closing Timeeffective date of the Registration Statement (as defined in Rule 158(c) under the U.S. Securities Act), the Offered Shares shall be duly issued as fully paid and non-assessable Common Shares on payment Corporation will make generally available to its security holders an earnings statement or statements of the purchase price therefor;Corporation and its subsidiaries which will satisfy the provisions of Section 11(a) of the U.S. Securities Act and Rule 158 under the U.S. Securities Act; and (f) will ensure that, at the Closing Time, the Broker’s Warrants shall be duly and validly created and issued and shall have attributes corresponding in all material respects to the description set forth in this Agreement and the Broker’s Warrants Certificates, as applicable; (g) will ensure that at all times following the grant of the Broker’s Warrants and prior to the expiry of the Broker’s Warrants, a sufficient number of Broker Shares are allotted and reserved for issuance upon the due exercise of the Broker’s Warrants in accordance with their terms; (h) will ensure that, upon due exercise of the Broker’s Warrants in accordance with their terms, the Broker Shares shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor; (i) will ensure that the Offered Shares and the Broker Shares are listed and posted for trading on the CSE and OTC upon their respective dates of issuance; (j) will use the net proceeds from the Offering for the purposes described in the Offering Documents. (2) Prior to the completion of the Offering in Distribution of the manner specified in Offered Shares, the Final Prospectus, subject Corporation will file all documents required to be filed with or furnished to the qualifications contained therein;Canadian Securities Commissions and the SEC pursuant to Applicable Securities Laws. (k3) use its commercially reasonable efforts to cause its directors and senior officers to enter into Except as contemplated by this Agreement, the Form of Lock-Up Agreement attached hereto as Schedule “A”; (l) from the date hereof until 90 days following the Closing Date, not toCorporation will not, without the prior written consent of the Echelon, such consent Cormark (not to be unreasonably withheld) on behalf of the Underwriters, directly or indirectly issue, offer, pledge, sell, contract to sell, contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer, lend or dispose of directly or indirectly, any Common Shares or securities or other financial instruments convertible into or having the right to acquire Common Shares or enter into any agreement or arrangement under which the Corporation would acquire or transfer to another, in whole or in part, any of the economic consequences of ownership of Common Shares, whether that agreement or arrangement may be settled by the delivery of Common Shares or other securities or cash, or agree to issue become bound to do so, or announce disclose to the public any intention to do so, during the period from the date hereof and ending 90 days following the Closing Date; provided that, notwithstanding the foregoing, the Corporation may (i) issue Common Shares or any securities convertible into or exchangeable for Common SharesShares pursuant to any equity incentive plan, stock ownership or purchase plan, dividend reinvestment plan or other than equity plan in conjunction with: (i) effect on the exchange, transfer, conversion or exercise rights of existing outstanding securities; date hereof and (ii) issue Common Shares issuable upon the issuance conversion, exchange or exercise of convertible or exchangeable securities or the exercise of warrants or options outstanding on the date hereof. In addition, the Corporation shall not file a prospectus under Canadian Securities Laws or a registration statement under the Corporation’s stock option plan, provided that the exercise price of any such options is not less than the Purchase Price; (iii) the issuance of deferred share units or restricted share units under the Corporation’s deferred share unit plan or restricted share unit plan; (iv) existing commitments to issue securities; (v) an arm’s length acquisition (including to acquire assets or intellectual property rights); (vi) under the Offering; (vii) the issuance of securities to Sprott or affiliates of Sprott in accordance with the applicable agreements with Sprott; or (viii) the issuance of securities U.S. Securities Act in connection with any offtake-related debt financing; (m) transaction by the Corporation shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the U.S. Securities Act) person that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it would require shareholder approval prior is prohibited pursuant to the closing of such other transaction unless shareholder approval is obtained before foregoing, except as pursuant to the closing of such subsequent transaction; Offering and will use its reasonable best efforts, in cooperation with the Agents for registration statements on Form S-8 relating to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect for a period of one year from the date hereof; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectemployee benefit plans.

Covenants of the Corporation. (1) The Corporation hereby covenants to with the Agents that the CorporationUnderwriters that: (a) the Corporation will comply with Section 57 of the Securities Act (Ontario) and with the comparable provisions of the other relevant Canadian Securities Laws, and, after the date hereof and prior to the completion of the distribution of the Common Shares, the Corporation will promptly advise the AgentsUnderwriters in writing of the full particulars of any material change, promptly after receiving notice (as defined in the Securities Act (Ontario)), in the business, affairs, operations, assets, liabilities or obtaining knowledge thereoffinancial condition of the Corporation, of: (i) the issuance by on a consolidated basis, or of any Securities Regulators change in any Qualifying Jurisdiction of any order suspending or preventing the use of any of the Offering Documents; material fact (ii) the suspension of the qualification of the Offered Shares and the Broker’s Warrants in any of the Qualifying Jurisdictions or the institution, threatening or contemplation of any proceeding for any such purposes; or (iii) any requests made by any Securities Regulators as defined in the Qualifying Jurisdictions, for amending Securities Act (Ontario)) contained or supplementing referred to in the Preliminary Prospectus, U.S. Preliminary Prospectus, the Final Prospectus, the U.S. Final Prospectus, or any Blue Sky RegistrationProspectus Amendment or Supplementary Material (collectively, the “Filings”) which is, or may be, of such a nature as to render any statement contained in the Filings untrue, false or misleading, result in a misrepresentation (as defined in the Securities Act (Ontario)), or result in any of such documents not complying with the laws of any Qualifying Province or the United States. The Corporation will promptly prepare and file with the securities authorities in the Qualifying Provinces or the United States any amendment or supplement to the Preliminary Prospectus or the Final Prospectus or the U.S. Registration Statement Prospectus, which in the opinion of the Underwriters and the Corporation, each acting reasonably, may be necessary or for additional informationadvisable to correct such untrue or misleading statement or omission. The Corporation shall in good faith discuss with the Underwriters any change in circumstances (actual, and will use its best efforts anticipated, contemplated or threatened) which is of such a nature that there may be a reasonable doubt as to prevent whether written notice need be given to the issuance Underwriters under the provisions of any order referred to in (i) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possiblethis Section 8(1)(a); (b) the Corporation will use commercially reasonable efforts deliver without charge to maintain its status the Underwriters, as a “reporting issuer” (or soon as practicable, and in any event no later than December 13, 2005 in the equivalent thereof) not in default case of the requirements Preliminary Prospectus and December 21, 2005 in the case of the Applicable Securities Laws in the Qualifying Jurisdictions, for a period of 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (c) will use its commercially reasonable efforts to maintain the listing of (i) the Offered Shares; and (ii) the Broker Shares issuable upon exercise of the Broker’s Warrants on the CSE, OTC or another recognized stock exchange or quotation system for a period of at least 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (d) will duly execute and deliver the Broker Warrant Certificates at the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Corporation; (e) will ensure that, at the Closing Time, the Offered Shares shall be duly issued as fully paid and non-assessable Common Shares on payment of the purchase price therefor; (f) will ensure that, at the Closing Time, the Broker’s Warrants shall be duly and validly created and issued and shall have attributes corresponding in all material respects to the description set forth in this Agreement Final Prospectus and the Broker’s Warrants Certificates, as applicable; (g) will ensure that at all times following the grant of the Broker’s Warrants and prior to the expiry of the Broker’s Warrants, a sufficient number of Broker Shares are allotted and reserved for issuance upon the due exercise of the Broker’s Warrants in accordance with their terms; (h) will ensure that, upon due exercise of the Broker’s Warrants in accordance with their terms, the Broker Shares shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor; (i) will ensure that the Offered Shares and the Broker Shares are listed and posted for trading on the CSE and OTC upon their respective dates of issuance; (j) will use the net proceeds of the Offering in the manner specified in the Final U.S. Prospectus, subject and thereafter from time to time during the qualifications contained therein; (k) use its commercially reasonable efforts to cause its directors and senior officers to enter into the Form of Lock-Up Agreement attached hereto as Schedule “A”; (l) from the date hereof until 90 days following the Closing Date, not to, without the prior written consent of the Echelon, such consent not to be unreasonably withheld, issue, agree to issue or announce any intention to issue Common Shares or any securities convertible into or exchangeable for Common Shares, other than in conjunction with: (i) the exchange, transfer, conversion or exercise rights of existing outstanding securities; (ii) the issuance of options under the Corporation’s stock option plan, provided that the exercise price of any such options is not less than the Purchase Price; (iii) the issuance of deferred share units or restricted share units under the Corporation’s deferred share unit plan or restricted share unit plan; (iv) existing commitments to issue securities; (v) an arm’s length acquisition (including to acquire assets or intellectual property rights); (vi) under the Offering; (vii) the issuance of securities to Sprott or affiliates of Sprott in accordance with the applicable agreements with Sprott; or (viii) the issuance of securities in connection with any offtake-related debt financing; (m) the Corporation shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the U.S. Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction; and will use its reasonable best efforts, in cooperation with the Agents to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect for a period of one year from the date hereof; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.distribution

Covenants of the Corporation. The Corporation hereby covenants to the Agents that the Corporationwith each Underwriter as follows: (a) To furnish to Scotia Capital, CIBC and RBC in Toronto or as directed by Scotia Capital, CIBC and RBC without charge, prior to 10:00 a.m. Toronto time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 8(e) below, as many copies of the Prospectuses and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. Each delivery of the Prospectuses, will advise constitute the Agentsadditional representation and warranty of the Corporation to the Underwriters that, at the respective times of delivery, the Prospectuses being delivered (i) do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) do not contain misrepresentation (within the meaning of applicable Canadian Securities Laws), and (iii) constitute full, true and plain disclosure of all material facts required to be disclosed by applicable law. (b) To prepare the Canadian Prospectus and the U.S. Prospectus in a form approved by you and (i) to file the Canadian Prospectus with the OSC and each of the other Canadian Securities Commissions in accordance with the Shelf Procedures not later than the OSC’s close of business on the business day following the execution and delivery of this Agreement and (ii) to file the U.S. Prospectus with the Commission pursuant to General Instruction II.L of Form F-10 under the Securities Act not later than the Commission’s close of business on the business day following the date of the execution and delivery of this Agreement; before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectuses, to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object; provided that the foregoing shall not in any way prevent or impair the ability of the Corporation to comply with its obligations under applicable law. (c) To furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Corporation and not to use or refer to any proposed free writing prospectus to which you reasonably object. (d) Not to take any action that would result in an Underwriter or the Corporation being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder. (e) If at any time following the date of execution of this Agreement until the completion of the distribution of the Shares for purposes of Canadian Securities Laws and the Securities Act and the applicable rules and regulations of the Commission thereunder, to promptly inform the Underwriters in writing of the particulars of any actual, anticipated, threatened, or contemplated, material change, change in material fact, or other event or condition that could have been required to have been stated in the Prospectuses had that change, fact, event or condition arisen or been in effect on or prior to the date of the Prospectuses, and is of such a nature as could render any Prospectus misleading in the light of the circumstances or could result in it containing a misrepresentation (within the meaning of applicable Canadian Securities Laws). (f) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the U.S. Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and the Canadian Securities Commissions and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as so amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as so amended or supplemented, will comply with applicable law. (g) If, during such period after receiving the first date of the public offering of the Shares as in the opinion of counsel for the Underwriters either of the Prospectuses (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or obtaining knowledge thereofdealer, of:any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectuses (or one of them) in order to make the statements therein, in the light of the circumstances when the Prospectuses (or one of them) (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectuses (or one of them) to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Corporation) to which Shares may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectuses (or one of them) so that the statements in the Prospectuses as so amended or supplemented will not, in the light of the circumstances when the Prospectuses (or one of them) (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectuses, as so amended or supplemented, will comply with applicable law. (h) To comply with section 57 of the Securities Act (Ontario) and with comparable provisions of Canadian Securities Laws and the Securities Act and the rules and regulations of the SEC thereunder, and prepare and file or deliver promptly at your request, any amendment or supplement to the Prospectuses, which, in your opinion may be necessary, to continue to qualify the Shares for distribution in each of the Canadian Qualifying Jurisdictions and the United States. (i) To make generally available to the issuance Corporation’s security holders and to you as soon as practicable an earning statement covering a period of at least twelve months beginning with the first fiscal quarter of the Corporation occurring after the date of this Agreement which shall satisfy the provisions of section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder. (j) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of the Corporation’s obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Corporation’s counsel and the Corporation’s auditors in connection with the registration, qualification and delivery of the Shares under the Securities Act and Canadian Securities Laws and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Preliminary Prospectuses, the Time of Sale Prospectus, the Prospectuses, any Marketing Materials (as hereinafter defined), any free writing prospectus prepared by any Securities Regulators in any Qualifying Jurisdiction of any order suspending or preventing on behalf of, used by, or referred to by the use of Corporation and amendments and supplements to any of the Offering Documents; foregoing, including all regulatory and stock exchange filing fees and the costs and charges of any transfer agent, registrar, custodian or depositary, all printing and translation costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the suspension transfer and delivery of the qualification of Shares to the Offered Shares and the Broker’s Warrants in Underwriters, including any of the Qualifying Jurisdictions transfer or the institutionother taxes payable thereon, threatening or contemplation of any proceeding for any such purposes; or (iii) any requests all costs and expenses incident to listing the Shares on the NYSE and the TSX, (iv) the cost of printing certificates representing the Shares, if applicable, (v) the document production charges, and (vi) all other costs and expenses incident to the performance of the obligations of the Corporation hereunder for which provision is not otherwise made by any Securities Regulators in this Section. Notwithstanding the Qualifying Jurisdictions, for amending or supplementing the Preliminary Prospectus, U.S. Preliminary Prospectusforegoing, the Final Prospectusfees and disbursements of legal counsel for the Underwriters and the Underwriters’ “out of pocket” expenses shall be borne by the Underwriters, subject in each case to the U.S. Final Prospectus, any Blue Sky Registration, or the U.S. Registration Statement or for additional information, and will last paragraph of section 12 of this Agreement. (k) To use its best efforts to prevent have the issuance of any order referred to in (i) above Shares accepted for listing on the NYSE and the TSX and, if any such order is issued, to obtain through the withdrawal thereof as quickly as possible; (b) will use commercially reasonable efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default period of distribution of the requirements of the Applicable Securities Laws in the Qualifying JurisdictionsShares, for a period of 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (c) will use its commercially reasonable efforts to maintain the listing of (i) the Offered Shares; and (ii) the Broker Shares issuable upon exercise of the Broker’s Warrants on the CSE, OTC or another recognized stock exchange or quotation system for a period NYSE and the TSX and to file with such exchanges all documents and notices required by such exchanges of at least 24 months following the Closing Date, provided issuers that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction have securities that requires a vote by shareholders of the Corporation;are listed on such exchanges. (dl) will duly execute and deliver the Broker Warrant Certificates at the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Corporation; (e) will ensure that, at the Closing Time, the Offered Shares shall be duly issued as fully paid and non-assessable Common Shares on payment of the purchase price therefor; (f) will ensure that, at the Closing Time, the Broker’s Warrants shall be duly and validly created and issued and shall have attributes corresponding in all material respects to the description set forth in this Agreement and the Broker’s Warrants Certificates, as applicable; (g) will ensure that at all times following the grant of the Broker’s Warrants and prior to the expiry of the Broker’s Warrants, a sufficient number of Broker Shares are allotted and reserved for issuance upon the due exercise of the Broker’s Warrants in accordance with their terms; (h) will ensure that, upon due exercise of the Broker’s Warrants in accordance with their terms, the Broker Shares shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor; (i) will ensure that the Offered Shares and the Broker Shares are listed and posted for trading on the CSE and OTC upon their respective dates of issuance; (j) will To use the net proceeds of the Offering offering of Shares in the manner specified in each of the Final Prospectus, subject to Time of Sale Prospectus and the qualifications contained therein;Prospectuses and for no other purpose. (km) use its commercially reasonable efforts Not to, directly or indirectly, sell, agree or offer to cause its directors and senior officers to enter sell, authorize, issue, announce or grant any option for the sale of, or otherwise dispose of any Shares or related financial instruments or securities convertible or exchangeable into Shares (including, without limitation, Shares) during the Form of Lock-Up Agreement attached hereto as Schedule “A”; (l) from period commencing on the date hereof until of execution of this Agreement and ending 90 days following after the Closing Date, not to, without the prior written consent of Scotia Capital, on behalf of the EchelonUnderwriters, such which consent is not to be unreasonably withheldwithheld or delayed, issue, agree to issue or announce any intention to issue Common Shares or any securities convertible into or exchangeable for Common Shares, other than in conjunction withexcept for: (i) the exchange, transfer, conversion or issuance of Shares in connection with the exercise rights of existing any currently outstanding securitiesoptions of the Corporation; (ii) the issuance of options under or restricted share units to acquire Shares pursuant to any stock option plan or equity based compensation plan of the Corporation’s stock option plan, provided that as each such plan may be amended from time to time, and the issuance of Shares on the exercise price of any such options is not less than the Purchase Priceor vesting thereof; (iii) the issuance of performance share units, deferred share units or restricted share units under other stock-based compensation arrangements of the Corporation pursuant to any stock based compensation plan of the Corporation’s deferred share unit , as each such plan or restricted share unit planmay be amended from time to time; (iv) existing commitments the issuance of Shares pursuant to issue securities; the dividend reinvestment and share purchase plan and employee share purchase plan of the Corporation, as each such plan may be amended from time to time, (v) an arm’s length acquisition (including to acquire assets or intellectual property rights); (vi) under the Offering; (vii) the issuance of securities Shares pursuant to Sprott or affiliates the offering contemplated by this Agreement, including as a result of Sprott in accordance with the applicable agreements with Sprottexercise of the option option by the Underwriters to acquire the Additional Shares; or and (viiivi) the issuance of securities up to 9,587,728 Shares in connection with any offtake-related debt financing;the Concurrent Offering. (mn) [Intentionally deleted.] (o) During the distribution of the Shares: (i) the Corporation shall not sellprepare, offer for sale or solicit offers to buy or otherwise negotiate in respect of consultation with the Underwriters and their counsel, any security “marketing materials” (as such term is defined in Section 2 of National Instrument 41-101 — General Prospectus Requirements) (“NI 41-101”) (“Marketing Materials”), including any template version thereof, to be provided to potential investors in the U.S. Shares, and approve in writing any such Marketing Materials (including any template version thereof), as may reasonably be requested by the Underwriters, such Marketing Materials to comply with Canadian Securities Act) that would Laws and to be integrated with the offer or sale of the Securities for purposes of the rules acceptable in form and regulations of any trading market such that it would require shareholder approval prior substance to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction; Underwriters and will use its reasonable best effortstheir counsel, in cooperation with the Agents to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect for a period of one year from the date hereof; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualifyacting reasonably, (ii) file any general consent to service Scotia Capital, CIBC and RBC, on behalf of process the Underwriters, approve in writing any such jurisdiction or Marketing Materials, as contemplated by the Canadian Securities Laws, prior to any Marketing Materials being provided to potential investors of Shares and/or filed with the Canadian Securities Commissions; and (iii) subject itself to taxation the Corporation shall: (A) file any such Marketing Materials (or any template version thereof) with the Canadian Securities Commissions as soon as reasonably practicable after such Marketing Materials are so approved in writing by the Corporation and Scotia Capital, CIBC and RBC, on behalf of the Underwriters, and in any event on or before the day the Marketing Materials are first provided to any potential investor of Shares, and file any such jurisdiction Marketing Materials with the Commission pursuant to Rule 433(d) under the Securities Act on or before the day such Marketing Materials are first provided to any potential investor of the Shares, unless an exemption is available from such filing requirement and the conditions to the availability of such exemption are satisfied; and (B) remove or redact any comparables from any template version so filed, in compliance with the Shelf Procedures, prior to filing such template version with the Canadian Securities Commissions (but such comparables shall not be removed from the version filed with the Commission pursuant to Rule 433(d) under the Securities Act); provided that a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Canadian Securities Commissions in compliance with the Shelf Procedures by the Corporation, and a copy thereof provided to the Underwriters as soon as practicable following such filing. (p) The Corporation and each Underwriter, on a several basis, covenants and agrees that, during the distribution of the Shares, it will not provide any potential investor with any materials or information in relation to the distribution of the Shares or the Corporation other than the Prospectuses and any amendments or supplements thereto and the Marketing Materials in accordance with this Agreement, provided that: (A) any such materials that constitute Marketing Materials have been approved and filed in accordance with Section 8(o); and (B) any such materials that constitute “standard term sheets” as such term is defined in NI 41-101 have been approved in writing by the Corporation and Scotia Capital, CIBC and RBC, on behalf of the Underwriters, and are provided in compliance with Canadian Securities Laws in each case only in the Canadian Qualifying Jurisdictions. For greater certainty, the Purchasers and their affiliates, manager, legal counsel, agents and representatives shall be deemed not otherwise so subjectto be potential investors for purposes of this Section 8(p). (q) Notwithstanding Section 8(o) and 8(p), following the approval and filing of any template version of Marketing Materials in accordance with Section 8(o), 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 Shares in accordance with Canadian Securities Laws.

Covenants of the Corporation. The Corporation hereby covenants to with the Agents that the CorporationCorporation shall during the period from the date of this Agreement until the first to occur of (i) the Qualification Date, and (ii) the day that is four months and one day after the Closing Date: (a) will promptly provide to the Agents copies of any filings made by the Corporation or the Subsidiaries of information relating to the Offering with any Securities Commissions or any regulatory body in Canada or any other jurisdiction; (b) promptly provide to the Agents drafts of any press releases and other public documents of the Corporation relating to the Offering for review by the Agents prior to issuance, and give the Agents a reasonable opportunity to provide comments on any such press release or other public document, subject to the Corporation’s timely disclosure obligations under applicable Canadian Securities Laws; (c) from the time it has filed a Preliminary Qualification Prospectus, promptly inform the Agents in writing of the particulars of: (i) any material change (whether actual, anticipated, contemplated or proposed by, or threatened), financial or otherwise, in the assets, liabilities (contingent or otherwise), business, affairs, prospects, operations, cash flow or capital of the Corporation and its subsidiaries, taken as a whole; (ii) any material fact which has arisen or has been discovered or any new material fact which would have been required to have been stated in the Offering Documents had that fact arisen or been discovered on, or prior to, the date of any of the Offering Documents, as the case may be; or (iii) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact or any new material fact) contained or incorporated by reference in any of the Offering Documents or whether any event or state of facts has occurred after the date of this Agreement, which, in any case, is of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in any misrepresentation in any of the Offering Documents including as a result of any of the Offering Documents containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or misleading in the light of the circumstances in which it was made, which would result in any Offering Document not complying with applicable Canadian Securities Laws or which would reasonably be expected to have an effect on the market price or value of the Common Shares; (d) advise the Agents, promptly after receiving notice or obtaining knowledge thereof, during the period shall during the period from the date of this Agreement until the first to occur of: (i) the Qualification Date, and (ii) the day that is four months and one day after the Closing Date: (i) the issuance by any Securities Regulators in any Qualifying Jurisdiction Commission or similar regulatory authority of any order suspending or preventing the use of any of the Offering Documents; Document; (ii) the suspension of the qualification of the Offered Shares and Units issuable upon exercise of the Broker’s Special Warrants in any of the Qualifying Jurisdictions or Jurisdictions; (iii) the institution, threatening or contemplation of any proceeding for any such purposes; or (iiiiv) any requests made by any Securities Regulators in the Qualifying Jurisdictions, Commission or similar regulatory authority for information amending or supplementing any of the Preliminary Prospectus, U.S. Preliminary Prospectus, the Final Prospectus, the U.S. Final Prospectus, any Blue Sky Registration, or the U.S. Registration Statement Offering Documents or for additional information; (v) the receipt by the Corporation of any material communication, whether written or oral, from any Securities Commission or similar regulatory authority or any stock exchange, relating to the distribution of the Units issuable upon exercise of the Special Warrants; (vi) the receipt by the Corporation of any material communication, whether written or oral, from any Securities Commission, the CSE or any other competent authority, relating to the Offering or any Offering Document; (vii) any notice for other correspondence received by the Corporation from any Governmental Authority and any requests from such bodies for information, a meeting or a hearing relating to the Corporation, the Offering, the issue and sale of the Special Warrants, the issue of the Units issuable upon exercise of the Special Warrants or any other event or state of affairs that could, individually, or in the aggregate, have a Material Adverse Effect; or (viii) the issuance by any Securities Commission, the CSE or any other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of any securities of the Corporation or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspect trading or distribution of any securities of the Corporation, and will use its best commercially reasonable efforts to prevent the issuance of any order referred to in (i) and (viii) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possible; (be) comply with Sections 6.5 and 6.6 of NI 41-101 and with the comparable provisions of the other relevant Canadian Securities Laws. The Corporation will promptly prepare and file with the Securities Commissions any Supplementary Material which in the opinion of the Agents and the Corporation, each acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary to continue to qualify the Units issuable upon exercise of the Special Warrants for distribution. If the Corporation and the Agents in good faith disagree as to whether a change, fact or event requires the filing of any Supplementary Material in compliance with Sections 6.5 or Section 6.6 of NI 41-101, the Corporation will prepare and file promptly at the request of the Agents any Supplementary Material which, in the opinion of the Agents, acting reasonably, may be necessary or advisable. Upon receipt of any Supplementary Material the Agents shall, as soon as possible, send such Supplementary Material to purchasers of the Special Warrants; (f) in addition to the provisions of Section 7(a)– Section 7(e) hereof, the Corporation shall, in good faith discuss with the Agents any circumstance, change, event or fact contemplated in Section 7(a) – Section 7(e) hereof which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Agent under Section 7(a) – Section 7(e) hereof and shall consult with the Agents with respect to the form and content of any Supplementary Material proposed to be filed by the Corporation, it being understood and agreed that no such Supplementary Material shall be filed with any Securities Commission prior to the review and approval thereof by the Agents, acting reasonably; (g) deliver to the Agents prior to the filing of the Preliminary Qualification Prospectus and Final Qualification Prospectus, a copy thereof signed and certified as required by the applicable Canadian Securities Laws; (h) advise the Agents, promptly after receiving notice thereof, of the time when the Preliminary Qualification Prospectus, the Final Qualification Prospectus, any Marketing Materials and any Supplementary Material has been filed and receipts therefor (if any) have been obtained pursuant to the Canadian Securities Laws and will provide evidence reasonably satisfactory to the Agents of each such filing and copies of such receipts; (i) use the net proceeds of the Offering in the manner specified in the Disclosure Documents; (j) file or cause to be filed with the CSE all necessary documents and shall take or cause to be taken all necessary steps to ensure that the Corporation has obtained all necessary approvals for the Common Shares and Warrant Shares issuable upon exercise of the Special Warrants and Compensation Warrants to be listed on the CSE; (k) make all necessary arrangements that are within the control of the Corporation for the electronic deposit of the Special Warrants pursuant to the non-certificated issue system of CDS on the Closing Date. All fees and expenses payable to CDS and/or the Special Warrant Agent in connection with the electronic deposit and the fees and expenses payable to CDS and/or the Special Warrant Agent in connection with the initial or additional transfers as may be required in the course of the distribution of the Special Warrants shall be borne by the Corporation; (l) until the date that is two years following the Closing Date, use its commercially reasonable efforts to remain, and to ensure each Subsidiary remains, a corporation validly subsisting under the laws under which it is currently subsisting, licensed, registered or qualified as an extra-provincial or foreign corporation in all jurisdictions where the character of its properties owned or leased or the nature of the activities conducted by it make such licensing, registration or qualification necessary and shall carry on its business in the ordinary course and in compliance in all material respects with all applicable Laws of each such jurisdiction, provided that the Corporation shall not be required to comply with the terms of this Section 7(l) following the completion of a merger, amalgamation, arrangement, business combination or take-over bid pursuant to which the Corporation ceases to be a “distributing corporation” (within the meaning of the Business Corporations Act (Ontario); (m) other than in the event of an acquisition of all of the issued and outstanding Common Shares by way of take-over bid merger, amalgamation, plan of arrangement or similar transaction, until the date that is three years following the Closing Date, use commercially reasonable efforts to maintain its status as a “reporting issuer” (or under the equivalent thereof) Canadian Securities Laws of a jurisdiction of Canada, not in default of any requirement of such Canadian Securities Laws; (n) other than in the requirements event of an acquisition of all of the Applicable Securities Laws in issued and outstanding Common Shares by way of take-over bid merger, amalgamation, plan of arrangement or similar transaction, until the Qualifying Jurisdictions, for a period of 24 months date that is three years following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (c) will use its commercially reasonable efforts to maintain the listing of (i) the Offered Shares; and (ii) the Broker Common Shares issuable upon exercise of the Broker’s Warrants on the CSE, OTC CSE or another recognized stock exchange or quotation system for a period of at least 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the CorporationCanada; (do) will duly execute and deliver the Broker Transaction Documents (other than the Warrant Certificates Certificates) at the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Corporation; (ep) will fulfil or cause to be fulfilled, at or prior to the Closing Time each of the conditions required to be fulfilled by it set out in Section 7 hereof; (q) ensure that, that at the Closing Time, Time the Offered Shares shall be duly issued as fully paid Special Warrants and non-assessable Common Shares on payment of the purchase price therefor; (f) will ensure that, at the Closing Time, the Broker’s Compensation Warrants shall be are duly and validly created created, authorized and issued and shall have attributes corresponding in all material respects to the description set forth in the Special Warrant Indenture and this Agreement Agreement, respectively; (r) ensure that, at the Closing Time, the Common Shares and Warrants issuable upon exercise of the Special Warrants and the Broker’s Compensation Warrants, respectively, have been duly authorized and validly allotted for issuance by the Corporation and shall, upon issuance in accordance with terms of the Special Warrants and the Compensation Warrant Certificates, as applicable, be outstanding , and in respect of the Common Shares, as fully paid securities of the Corporation; (gs) will ensure that that, at all times following the grant of Closing Time, the Broker’s Warrants Warrant Shares have been duly authorized and prior to the expiry of the Broker’s Warrants, a sufficient number of Broker Shares are validly allotted and reserved for issuance by the Corporation and shall, upon the due exercise of the Broker’s Warrants issuance in accordance with their terms; (h) will ensure that, upon due exercise terms of the Broker’s Warrants in accordance with their termsWarrant Indenture, the Broker Shares shall be duly issued outstanding as fully paid and non-non- assessable shares in the capital of the Corporation on payment of the purchase price thereforCorporation; (it) will ensure that at the Offered Shares Closing Time, the Corporation is a “reporting issuer” under Canadian Securities Laws in good standing in each of the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and the Broker Shares are listed and posted for trading on the CSE and OTC upon their respective dates of issuanceNew Brunswick; (ju) will use in the net proceeds event that a Purchaser who acquires Common Shares and Warrants upon exercise or deemed exercise of the Offering in Special Warrants is or becomes entitled under Canadian Securities Laws to the manner specified remedy of rescission by reason of a misrepresentation in the Final Qualification Prospectus, or any Supplementary Material, the Corporation hereby agrees that such holder shall, subject to available defences and any limitation period under Canadian Securities Laws, be entitled to rescission not only of the qualifications contained thereinholder’s exercise or deemed exercise of its Special Warrants, but also of the private placement transaction under this Agreement pursuant to which the Special Warrants were initially acquired (i.e. the Offering), and shall be entitled in connection with such rescission to a full refund of all consideration paid to the Corporation on the acquisition of the Special Warrants. The Corporation agrees that the foregoing rights shall be described in the Preliminary Qualification Prospectus, the Final Qualification Prospectus and any Supplementary Material, and the Corporation agrees to and shall comply with such contractual right of rescission; (kv) use its commercially reasonable efforts to cause its directors and senior officers to enter into the Form for a period of Lock-Up Agreement attached hereto as Schedule “A”; (l) from the date hereof until 90 120 days following after the Closing Date, not to, directly or indirectly, offer, issue, sell, grant, secure, pledge, or otherwise transfer, dispose of or monetize, or engage in any hedging transaction, or enter into any form of agreement or arrangement the consequence of which is to alter economic exposure to, or announce any intention to do so, in any manner whatsoever, any Common Shares or securities convertible into, exchangeable for, or otherwise exercisable to acquire Common Shares or other equity securities of the Corporation, without the prior written consent of the EchelonAgents, such consent not to be unreasonably withheld, issue, agree to issue withheld or announce any intention to issue Common Shares or any securities convertible into or exchangeable for Common Sharesdelayed, other than in conjunction with: (i) the exchange, transfer, conversion or exercise rights grant of existing outstanding securities; (ii) stock options and other similar issuances pursuant to the issuance share incentive plan of options under the Corporation’s stock option planCorporation and other share compensation arrangements, provided that the exercise price of any such options is thereof shall not be less than the Purchase Issue Price; (ii) the exercise of outstanding stock options and warrants; (iii) obligations of the issuance Corporation in respect of deferred share units existing agreements; or restricted share units under the Corporation’s deferred share unit plan or restricted share unit plan; (iv) existing commitments to issue securities; (v) an arm’s length acquisition (including to acquire assets or intellectual property rights); (vi) under the Offering; (vii) the issuance of securities to Sprott or affiliates of Sprott in accordance with by the applicable agreements with Sprott; or (viii) the issuance of securities Corporation in connection with any offtake-related debt financingacquisitions; (mw) the Corporation shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the U.S. Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it would require shareholder approval prior to the closing Closing Time, use commercially reasonable efforts to cause each of such other transaction unless shareholder approval is obtained before the closing Corporation’s senior officers and directors and any of such subsequent transaction; and will use its reasonable best effortstheir associates to enter into a lock- up undertaking in favour of the Agents, in cooperation with the Agents form agreed upon by the Corporation and the Agents, pursuant to qualify which such person shall agree not to, directly or indirectly, offer, issue, sell, grant, secure, pledge, or otherwise transfer, dispose of or monetize, or engage in any hedging transaction, or enter into any form of agreement or arrangement the consequence of which is to alter economic exposure to, or announce any intention to do so, in any manner whatsoever, any Common Shares for offer and sale under or securities convertible into, exchangeable for, or otherwise exercisable to acquire Common Shares or other equity securities of the applicable securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect Corporation for a period of one year from 120 days after the date hereofClosing Date, without the prior written consent of the Agents (such consent not to be unreasonably withheld or delayed), other than in order to accept a bona fide take-over bid made to all securityholders of the Corporation or similar business combination transaction; provided that and (x) promptly do, make, execute or deliver, or cause to be done, made, executed or delivered, such further acts, documents and things for the Company shall not be required purpose of giving effect to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectthis Agreement and the transactions contemplated herein.

Covenants of the Corporation. The Corporation hereby covenants to and agrees with the Agents Underwriters that the Corporation: (a1) will advise the AgentsUnderwriters, promptly after receiving notice thereof, of the time when the Offering Documents have been filed and receipts, as applicable, therefor have been obtained and will provide evidence reasonably satisfactory to the Underwriters of each such filing and copies of such receipts; (2) will advise the Underwriters, promptly after receiving notice or obtaining knowledge thereof, of: (ia) the issuance by any Securities Regulators in any Qualifying Jurisdiction Commission of any order suspending or preventing the use of any of the Offering Documents; (iib) the suspension of the qualification of the Offered Shares and the Broker’s Warrants in any of the Qualifying Jurisdictions or Jurisdictions; (c) the institution, threatening or contemplation of any proceeding for any such purposes; or (iiid) any requests made by any Securities Regulators in the Qualifying Jurisdictions, Commission for amending or supplementing the Preliminary Prospectus, U.S. Preliminary Prospectus, the Final Prospectus, the U.S. Final Prospectus, any Blue Sky Registration, or the U.S. Registration Statement Offering Documents or for additional information, and will use its best commercially reasonable efforts to prevent the issuance of any order referred to in (ia) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possible; (b3) will use commercially its reasonable best efforts to maintain its status as a “"reporting issuer” " (or the equivalent thereof) not in default of the requirements of the Applicable Canadian Securities Laws in of each of the Qualifying Jurisdictions, for Jurisdictions which have such a period of 24 months concept to the date which is one year following the Closing Date, Date provided that the foregoing requirement this covenant shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to issuer so long as the holders of Common Shares receive cash or securities of an entity which is listed on a take-over bid stock exchange in Canada or such other transaction that requires a vote exchange as may be agreed upon by shareholders the Corporation and the Underwriters or the holders of the CorporationCommon Shares have approved the transaction; (c4) will use its commercially reasonable best efforts to maintain the listing of (i) the Offered Shares; and (ii) the Broker Common Shares issuable upon exercise of the Broker’s Warrants on the CSE, OTC TSX and the NYSE or another such other recognized stock exchange or quotation system for a period of at least 24 months as the Underwriters may approve, acting reasonably, to the date that is one year following the Closing DateDate so long as the Corporation meets the minimum listing requirements of the TSX and the NYSE, as applicable, or such other exchange or quotation system provided that the foregoing requirement this covenant shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be listed on the TSX and the NYSE or such other recognized stock exchange or quotation system, so long as the holders of Common Shares receive cash or securities of an entity which is listed on a “reporting issuer” pursuant to a take-over bid stock exchange in Canada or such other transaction that requires a vote exchange as may be agreed upon by shareholders the Corporation and the Underwriters or the holders of the CorporationCommon Shares have approved the transaction; (d5) subject to compliance with applicable law, any press release of the Corporation relating to the Offering will duly execute be provided in advance to Macquarie and deliver the Broker Warrant Certificates at the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the CorporationGenuity for their review; (e6) will ensure that, at the Closing Time, the Offered Shares shall be duly issued as fully paid and non-assessable Common Shares on payment of the purchase price therefor; (f) will ensure that, at the Closing Time, the Broker’s Warrants shall be duly and validly created and issued and shall have attributes corresponding in all material respects to the description set forth in this Agreement and the Broker’s Warrants Certificates, as applicable; (g) will ensure that at all times following the grant of the Broker’s Warrants and prior to the expiry of the Broker’s Warrants, a sufficient number of Broker Shares are allotted and reserved for issuance upon the due exercise of the Broker’s Warrants in accordance with their terms; (h) will ensure that, upon due exercise of the Broker’s Warrants in accordance with their terms, the Broker Shares shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor; (i) will ensure that the Offered Shares and the Broker Shares are listed and posted for trading on the CSE and OTC upon their respective dates of issuance; (j) will use the net proceeds of the Offering in the manner specified in the Final Prospectus, subject to the qualifications contained therein; (k) use its commercially reasonable efforts to cause its directors and senior officers to enter into the Form of Lock-Up Agreement attached hereto as Schedule “A”; (l) from the date hereof until 90 days following the Closing Date, not to, without the prior written consent of the Echelon, such consent not to be unreasonably withheld, issue, agree to issue or announce the issuance, sell or announce the sale, pledge, contract to sell, sell any intention option or contract to issue purchase, purchase any option or contract to sell, of any Common Shares or any securities convertible into or exchangeable for or exercisable to acquire Common Shares without the prior consent of Macquarie, acting reasonably, during a period commencing on the date of execution of this Agreement and ending 90 days after the Closing Date (other than: (a) the Shares, other than ; (b) Common Shares or securities convertible into or exchangeable for Common Shares issued in conjunction connection with: (i) the exchange, transfer, conversion or exercise rights of existing outstanding securities; (ii) the issuance of options under the Corporation’s stock option plan, provided that the exercise price of any such options is not less than the Purchase Price; (iii) the issuance of deferred share units or restricted share units under the Corporation’s deferred share unit plan or restricted share unit plan; (iv) existing commitments to issue securities; (v) an arm’s length acquisition (including to acquire assets or intellectual property rights); (vi) under the Offering; (vii) the issuance of securities to Sprott or affiliates of Sprott in accordance with the applicable agreements with Sprott; or (viii) the issuance of securities in connection with any offtake-related debt financing[Redacted]; (m7) agrees, unless it obtains the prior written consent of each Underwriter, and each Underwriter, severally and not jointly, agrees with the Corporation shall that, unless such Underwriter has obtained or will obtain, as the case may be, the prior written consent of the Corporation, the Corporation or such Underwriter, as the case may be, has not sell, made and will not make an offer for sale relating to the Shares that would constitute an "issuer free writing prospectus" or solicit offers to buy or otherwise negotiate in respect of any security ("free writing prospectus" as defined in Section 2 of under Rule 433 under the U.S. Securities Act) , or that would otherwise constitute an Issuer Free Writing Prospectus or Free Writing Prospectus whether or not required to be integrated filed by the Corporation with the offer SEC or sale of retained by the Securities for purposes of the rules and regulations of any trading market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction; and will use its reasonable best efforts, in cooperation with the Agents to qualify the Shares for offer and sale Corporation under Rule 433 under the applicable securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect for a period of one year from the date hereofU.S. Securities Act; provided that the Company prior written consent of the parties hereto shall not be required deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule "A" hereto. Any such Issuer Free Writing Prospectus or Free Writing Prospectus consented to by the Underwriters or the Corporation is hereinafter referred to as a "Permitted Free Writing Prospectus." The Corporation agrees that (i) qualify it has treated and will treat, as a foreign corporation or other entity or the case may be, each Permitted Free Writing Prospectus as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, an Issuer Free Writing Prospectus and (ii) file it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the U.S. Securities Act applicable to any general consent Permitted Free Writing Prospectus, including in respect of timely filing with the SEC, legending and record keeping; and (8) will have the certificate of the Corporation, attached to service the Canadian Prospectus, signed by a member of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectthe Audit Committee of the Corporation as one of the two individuals signing on behalf of the Corporation's board of directors.

Covenants of the Corporation. The Corporation hereby covenants to and agrees with the Agents that the CorporationSubscriber: (a) will advise to keep proper books, records and accounts of all Qualifying Expenditures and all transactions affecting the AgentsCommitment Amount and the Qualifying Expenditures, promptly after receiving notice and upon reasonable notice, to make such books, records and accounts available for inspection and audit by or obtaining knowledge thereof, of: (i) the issuance by any Securities Regulators in any Qualifying Jurisdiction of any order suspending or preventing the use of any on behalf of the Offering Documents; (ii) Subscriber during normal business hours at the suspension of the qualification of the Offered Shares and the Broker’s Warrants in any of the Qualifying Jurisdictions or the institution, threatening or contemplation of any proceeding for any such purposes; or (iii) any requests made by any Securities Regulators in the Qualifying Jurisdictions, for amending or supplementing the Preliminary Prospectus, U.S. Preliminary Prospectus, the Final Prospectus, the U.S. Final Prospectus, any Blue Sky Registration, or the U.S. Registration Statement or for additional information, and will use its best efforts to prevent the issuance of any order referred to in (i) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possibleSubscriber's expense; (b) to incur, during the Expenditure Period, Qualifying Expenditures in an amount so as to enable the Corporation to renounce to the Subscriber (in accordance with the Act and this Subscription Agreement), Qualifying Expenditures in an amount equal to the Commitment Amount effective on or before December 31, 2011; (c) to renounce (in accordance with subsections 66(12.6) and 66(12.66) of the Act and this Subscription Agreement) to the Subscriber, effective on or before December 31, 2011, Qualifying Expenditures which have been or will use commercially reasonable efforts be incurred during the Expenditure Period in an amount equal to the Commitment Amount; (d) to file with the Canada Revenue Agency the form prescribed by subsection 66(12.68) of the Act together with a copy of this Subscription Agreement and any "selling instruments" contemplated by such subsection within the time prescribed by the Act; (e) to file, on a timely basis, with the Canada Revenue Agency the form prescribed by subsection 66(12.7) of the Act necessary to give effect to any renunciation made pursuant to the terms of this Subscription Agreement; (f) that if the Corporation does not incur and renounce to the Subscriber effective on or before December 31, 2011 Qualifying Expenditures equal to the Commitment Amount, the Corporation shall indemnify the Subscriber as to, and pay in full settlement thereof to the Subscriber, an amount equal to the amount of any tax payable or that may become payable under the Act (and under any corresponding provincial legislation) by the Subscriber as a consequence of such failure, such payment to be made on a timely basis once the amount is definitively determined; (g) to deliver to the Subscriber, not later than March 31, 2012, a statement setting forth the aggregate amounts of Qualifying Expenditures renounced to the Subscriber effective as of December 31, 2011; (h) that all Qualifying Expenditures renounced to the Subscriber pursuant to this Subscription Agreement will be Qualifying Expenditures incurred by the Corporation that, but for the renunciation to the Subscriber, the Corporation would be entitled to deduct in computing its income for the purposes of Part I of the Act; (i) that the Corporation will not reduce the amount renounced to the Subscriber pursuant to subsections 66(12.6) of the Act and, in the event the Minister reduces the amount renounced to the Subscriber pursuant to subsection 66(12.73) of the Act, the Corporation shall indemnify the Subscriber as to, and pay in full settlement thereof to the Subscriber, an amount equal to the amount of any tax payable under the Act (and under any corresponding provincial legislation) by the Subscriber as a consequence of such reduction; (j) that the Corporation will maintain its status as a “reporting issuer” (or principal-business corporation until the equivalent thereof) not in default earlier of January 1, 2013 and the requirements of the Applicable Securities Laws in the Qualifying Jurisdictions, for a period of 24 months following the Closing Date, provided that the foregoing requirement shall not prevent date the Corporation from completing a sale of all or substantially all of has fulfilled its assets or any transaction which would result in the Corporation ceasing obligations to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (c) will use its commercially reasonable efforts to maintain the listing of (i) the Offered Shares; incur and (ii) the Broker Shares issuable upon exercise of the Broker’s Warrants on the CSE, OTC or another recognized stock exchange or quotation system for a period of at least 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (d) will duly execute and deliver the Broker Warrant Certificates at the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Corporation; (e) will ensure that, at the Closing Time, the Offered Shares shall be duly issued as fully paid and non-assessable Common Shares on payment of the purchase price therefor; (f) will ensure that, at the Closing Time, the Broker’s Warrants shall be duly and validly created and issued and shall have attributes corresponding in all material respects renounce Qualifying Expenditures to the description set forth Subscriber in this Agreement and the Broker’s Warrants Certificates, as applicable; (g) will ensure that at all times following the grant of the Broker’s Warrants and prior an amount equal to the expiry of the Broker’s Warrants, a sufficient number of Broker Shares are allotted and reserved for issuance upon the due exercise of the Broker’s Warrants in accordance with their terms; (h) will ensure that, upon due exercise of the Broker’s Warrants in accordance with their terms, the Broker Shares shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor; (i) will ensure that the Offered Shares and the Broker Shares are listed and posted for trading on the CSE and OTC upon their respective dates of issuance; (j) will use the net proceeds of the Offering in the manner specified in the Final Prospectus, subject to the qualifications contained thereinCommitment Amount; (k) use its commercially reasonable efforts to cause its directors that the Corporation has not and senior officers to will not enter into any transactions or take deductions which would otherwise reduce its cumulative Canadian exploration expense as defined in subsection 66.1(6) of the Form Act to an extent which would preclude the renunciation of Lock-Up Agreement attached hereto as Schedule “A”Qualifying Expenditures hereunder in an amount equal to the Commitment Amount effective on or before December 31, 2011; (l) from that the date hereof until 90 days following Corporation will not be subject to the Closing Date, not to, without the prior written consent provisions of subsection 66(12.67) of the Echelon, such consent not Act in a manner which impairs its ability to be unreasonably withheld, issue, agree renounce Qualifying Expenditures to issue or announce any intention the Subscriber in an amount equal to issue Common Shares or any securities convertible into or exchangeable for Common Shares, other than in conjunction with: (i) the exchange, transfer, conversion or exercise rights of existing outstanding securities; (ii) the issuance of options under the Corporation’s stock option plan, provided that the exercise price of any such options is not less than the Purchase Price; (iii) the issuance of deferred share units or restricted share units under the Corporation’s deferred share unit plan or restricted share unit plan; (iv) existing commitments to issue securities; (v) an arm’s length acquisition (including to acquire assets or intellectual property rights); (vi) under the Offering; (vii) the issuance of securities to Sprott or affiliates of Sprott in accordance with the applicable agreements with Sprott; or (viii) the issuance of securities in connection with any offtake-related debt financingCommitment Amount; (m) if the Corporation is required under the Act to reduce Qualifying Expenditures previously renounced to the Subscriber, the Corporation shall make such reduction pro rata by number of Flow-Through Shares issued or to be issued pursuant to flow-through agreements of even date with this Subscription Agreement provided that the Corporation shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the U.S. Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that reduce Qualifying Expenditures renounced under this Subscription Agreement until it would require shareholder approval prior has first reduced to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction; and will use its reasonable best efforts, in cooperation with the Agents extent possible expenditures renounced pursuant to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect for a period of one year from flow-through agreements dated after the date hereofof this Subscription Agreement; provided that and (n) the Company Corporation shall not renounce Qualifying Expenditures with respect to this Subscription Agreement and all other flow-through agreements of even date pro rata by number of Flow- Through Shares issued or to be required issued pursuant thereto before renouncing expenditures pursuant to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service flow-through agreements dated after the date of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectthis Subscription Agreement.

Covenants of the Corporation. The Corporation hereby covenants to the Agents that the Corporation: (a) will advise the Agents, promptly after receiving notice thereof, of the time when the Final Prospectus and any Supplementary Material has been filed and receipts therefor have been obtained pursuant to the Passport System and will provide evidence reasonably satisfactory to the Agents of each such filing and copies of such receipts; (b) will advise the Agents, promptly after receiving notice or obtaining knowledge thereof, of: (i) the issuance by any Canadian Securities Regulators in any Qualifying Jurisdiction of any order suspending or preventing the use of the Preliminary Prospectus, the Final Prospectus or any of the Offering DocumentsSupplementary Material; (ii) the suspension institution, threatening or contemplation of any proceeding for any such purposes; (iii) any order, ruling, or determination having the effect of suspending the sale or ceasing the trading in any securities of the qualification of Corporation (including the Offered Shares and the Broker’s Warrants in Units) has been issued by any of the Qualifying Jurisdictions Securities Regulator or the institution, threatening or contemplation of any proceeding for any such purposes; or (iiiiv) any requests made by any Canadian Securities Regulators in the Qualifying Jurisdictions, for amending or supplementing the Preliminary Prospectus, U.S. Preliminary Prospectus, Prospectus or the Final Prospectus, the U.S. Final Prospectus, any Blue Sky Registration, or the U.S. Registration Statement Prospectus or for additional information, and will use its best commercially reasonable efforts to prevent the issuance of any order referred to in (i) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possible; (bc) except to the extent the Corporation participates in a merger or business combination transaction which the Corporation’s board of directors determines is in the best interest of the Corporation and following which the Corporation is not a “reporting issuer”, will use commercially its reasonable best efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the Applicable Securities Laws in of each of the Qualifying Jurisdictions, for a period of Jurisdictions to the date which is 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (cd) except to the extent the Corporation participates in a merger or business combination transaction which the Corporation’s board of directors determines is in the best interest of the Corporation and following which the Corporation is not listed on the TSX, the Corporation will use its commercially reasonable best efforts to maintain the listing of (i) the Offered Shares; and (ii) the Broker Common Shares issuable upon exercise of the Broker’s Warrants on the CSE, OTC TSXV or another such other recognized stock exchange or quotation system for a period of at least as the Agents may approve, acting reasonably, to the date that is 24 months following the Closing Date, provided that the foregoing requirement shall not prevent Date so long as the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in meets the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders minimum listing requirements of the Corporation; (d) will duly execute and deliver the Broker Warrant Certificates at the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with TSX or satisfied by the Corporationsuch other exchange or quotation system; (e) will ensure that, at during the Closing Timedistribution of the Offered Units, the Offered Shares shall be duly issued as fully paid Corporation will consult with the Agents and non-assessable Common Shares on payment promptly provide to the Agents drafts of any press releases of the purchase price therefor;Corporation for review by the Agents and the Agents’ counsel prior to issuance, provided that any such review will be completed in a timely manner; and (f) will ensure that, at the Closing Time, the Broker’s Warrants shall be duly and validly created and issued and shall have attributes corresponding in all material respects to the description set forth in this Agreement and the Broker’s Warrants Certificates, as applicable; (g) will ensure that at all times following the grant of the Broker’s Warrants and prior to the expiry of the Broker’s Warrants, a sufficient number of Broker Shares are allotted and reserved for issuance upon the due exercise of the Broker’s Warrants in accordance with their terms; (h) will ensure that, upon due exercise of the Broker’s Warrants in accordance with their terms, the Broker Shares shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor; (i) will ensure that the Offered Shares and the Broker Shares are listed and posted for trading on the CSE and OTC upon their respective dates of issuance; (j) will use the net proceeds of the Offering contemplated herein in the manner specified in the Final Prospectus, and subject to the qualifications contained therein; (k) use its commercially reasonable efforts to cause its directors and senior officers to enter into described in the Form of Lock-Up Agreement attached hereto as Schedule “A”; (l) from the date hereof until 90 days following the Closing Date, not to, without the prior written consent of the Echelon, such consent not to be unreasonably withheld, issue, agree to issue or announce any intention to issue Common Shares or any securities convertible into or exchangeable for Common Shares, other than in conjunction with: (i) the exchange, transfer, conversion or exercise rights of existing outstanding securities; (ii) the issuance of options Prospectus under the Corporation’s stock option plan, provided that the exercise price heading “Use of any such options is not less than the Purchase Price; (iii) the issuance of deferred share units or restricted share units under the Corporation’s deferred share unit plan or restricted share unit plan; (iv) existing commitments to issue securities; (v) an arm’s length acquisition (including to acquire assets or intellectual property rights); (vi) under the Offering; (vii) the issuance of securities to Sprott or affiliates of Sprott in accordance with the applicable agreements with Sprott; or (viii) the issuance of securities in connection with any offtake-related debt financing; (m) the Corporation shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the U.S. Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction; and will use its reasonable best efforts, in cooperation with the Agents to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect for a period of one year from the date hereof; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectProceeds”.

Covenants of the Corporation. (1) The Corporation hereby covenants to the Agents Underwriters and the Purchasers, and acknowledges that each of them is relying on such covenants in connection with the Corporationpurchase of the Debentures, that it will: (a) will advise allow the Agents, promptly after receiving notice or obtaining knowledge thereof, of: (i) Underwriters and their representatives to conduct all due diligence regarding the issuance by any Securities Regulators in any Qualifying Jurisdiction of any order suspending or preventing the use of any of the Offering Documents; (ii) the suspension of the qualification of the Offered Shares Corporation and the Broker’s Warrants in any of Subsidiaries which the Qualifying Jurisdictions or Underwriters may reasonably require to be conducted prior to the institution, threatening or contemplation of any proceeding for any such purposes; or (iii) any requests made by any Securities Regulators in the Qualifying Jurisdictions, for amending or supplementing the Preliminary Prospectus, U.S. Preliminary Prospectus, the Final Prospectus, the U.S. Final Prospectus, any Blue Sky Registration, or the U.S. Registration Statement or for additional information, and will use its best efforts to prevent the issuance of any order referred to in (i) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possibleClosing Time; (b) will until the Maturity Date, use its commercially reasonable efforts to remain a corporation validly subsisting under the laws of British Columbia, licensed, registered or qualified as an extra-provincial or foreign corporation in all jurisdictions where the character of its properties owned or leased or the nature of the activities conducted by it make such licensing, registration or qualification necessary and shall carry on its business in the ordinary course and in compliance in all material respects with all applicable Laws of each such jurisdiction; (c) until the Maturity Date, use commercially reasonable efforts to maintain its status as a “reporting issuer” (or under the equivalent thereof) Securities Laws of a jurisdiction of Canada, not in default of the requirements any requirement of the Applicable such Securities Laws in the Qualifying Jurisdictions, for a period of 24 months following the Closing DateLaws, provided that the foregoing requirement this clause shall not prevent be construed as limiting or restricting the Corporation from completing to agree to a sale of all consolidation, amalgamation, takeover bid, merger or substantially all of its assets or any other like transaction which that would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (cd) will until the Maturity Date, use its commercially reasonable efforts to maintain the listing of (i) the Offered Shares; and (ii) the Broker Common Shares issuable upon exercise of the Broker’s Warrants on the CSE, OTC CSE or another recognized stock exchange or quotation system for a period of at least 24 months following the Closing Datein Canada, provided that the foregoing requirement this clause shall not prevent be construed as limiting or restricting the Corporation from completing to agree to a sale of all consolidation, amalgamation, takeover bid, merger or substantially all of its assets or any other like transaction which that would result in the Corporation ceasing to be listed on a “reporting issuer” pursuant to a take-over bid recognized stock exchange or other transaction that requires a vote by shareholders of the Corporationquotation system in Canada; (de) will duly execute and deliver the Broker Warrant Certificates Transaction Documents at or prior to the Closing Time Time, and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Corporation; (ef) will fulfill or cause to be fulfilled, at or prior to the Closing Time, each of the conditions required to be fulfilled by it set out in Section 6; (g) fulfill all legal requirements to permit the creation and issuance of the Debentures at the Closing Time and the issuance of the Underlying Securities issuable thereunder, all as contemplated by the Transaction Documents, and file or cause to be filed all forms, notices, documents, applications, undertakings or certificates required to be filed by the Corporation in connection with the Offering so that the distribution of such securities may lawfully occur without the necessity of filing a prospectus in Canada or a registration statement in the United States or similar document in any other Offering Jurisdiction; (h) ensure that, at the Closing Time, the Offered Shares Debentures shall be duly issued as fully paid and non-assessable Common Shares on payment of the purchase price therefor; (f) will ensure that, at the Closing Time, the Broker’s Warrants shall be duly and validly created and issued and shall have attributes corresponding in all material respects to the description thereof set forth in this Agreement and the Broker’s Warrants Certificates, as applicableSubscription Agreements; (gi) will ensure that that, at all times following the grant of the Broker’s Warrants and prior to the expiry of the Broker’s WarrantsMaturity Date, a sufficient number of Broker Common Shares are allotted and reserved for issuance upon the due exercise conversion of, or payment of interest in respect of, the Broker’s Warrants Debentures, in each case, in accordance with their terms; (hj) will file or cause to be filed with the CSE all necessary documents and take or cause to be taken all necessary steps to ensure that, upon due exercise of the Broker’s Warrants in accordance with their terms, the Broker Shares shall be duly issued as fully paid and non-assessable shares in the capital of that the Corporation has obtained all necessary approvals to list the Underlying Securities on payment of the purchase price thereforCSE; (ik) will ensure that subject to applicable Law, provide the Offered Shares Lead Underwriter with a reasonable opportunity to comment upon the content and form of any press release relating to the Broker Shares are listed and posted for trading on the CSE and OTC upon their respective dates of issuanceOffering; (jl) will use the net proceeds of the Offering in to fund the manner specified in the Final Prospectus, subject to the qualifications contained thereinloan agreement with The Green Solution LLC and for other general corporate purposes; (km) use its commercially reasonable efforts to cause its directors and senior officers to enter into for the Form period of Lock-Up Agreement attached hereto as Schedule “A”; (l) from the date hereof until 90 120 days following the Closing Date, not not, directly or indirectly, offer, issue, sell, grant, secure, pledge, or otherwise transfer, dispose of or monetize, or engage in any hedging transaction, or enter into any form of agreement or arrangement the consequence of which is to alter economic exposure to, or announce any intention to do so, in any manner whatsoever, any Common Shares or securities convertible into, exchangeable for, or otherwise exercisable to acquire Common Shares or other equity securities of the Corporation, without the prior written consent of the Echelon, Lead Underwriter (such consent not to be unreasonably withheld, issue, agree to issue withheld or announce any intention to issue Common Shares or any securities convertible into or exchangeable for Common Sharesdelayed), other than in conjunction with: (iA) the exchange, transfer, conversion or exercise rights grant of existing outstanding securities; (ii) stock options and other similar issuances pursuant to the issuance share incentive plan of options under the Corporation’s stock option planCorporation and other share compensation arrangements, provided that the exercise price of any such options is thereof shall not be less than the Purchase Conversion Price; (iiiB) the issuance exercise of deferred share units or restricted share units under the Corporation’s deferred share unit plan or restricted share unit planoutstanding stock options and warrants; (ivC) obligations of the Corporation in respect of existing commitments to issue securitiesagreements; or (v) an arm’s length acquisition (including to acquire assets or intellectual property rights); (vi) under the Offering; (viiD) the issuance of securities to Sprott or affiliates of Sprott in accordance with by the applicable agreements with Sprott; or (viii) the issuance of securities Corporation in connection with any offtake-related debt financing;acquisitions in the normal course of business; and (mn) the Corporation shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the U.S. Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it would require shareholder approval prior to the closing Closing Time, cause each of the directors and senior officers of the Corporation to enter into a lock-up undertaking in favour of the Underwriters pursuant to which such other transaction unless shareholder approval person shall agree not to, directly or indirectly, offer, issue, sell, grant, secure, pledge, or otherwise transfer, dispose of or monetize, or engage in any hedging transaction, or enter into any form of agreement or arrangement the consequence of which is obtained before the closing of such subsequent transaction; and will use its reasonable best effortsto alter economic exposure to, or announce any intention to do so, in cooperation with any manner whatsoever, any Common Shares or securities convertible into, exchangeable for, or otherwise exercisable to acquire Common Shares or other equity securities of the Agents to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect Corporation for a period of one year from 120 days after the date hereof; Closing Date, without the prior written consent of the Lead Underwriter (such consent not to be unreasonably withheld or delayed), other than in conjunction with: (A) transfers by any such person to its affiliates for tax or other bona fide tax or estate planning purposes, provided that the Company shall not be required to (i) qualify each transferee shall, as a foreign corporation or other entity or as condition precedent to such transfer, agree to enter into a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction substantially similar undertaking; or (iiiB) subject itself in order to taxation in any such jurisdiction if accept a bona fide take-over bid made to all securityholders of the Corporation or similar business combination transaction; provided, however, it is acknowledged and agreed that such undertaking will not otherwise so subjectapply in respect of the Class A convertible restricted voting shares of the Corporation pledged by the Chief Executive Officer of the Corporation.

Covenants of the Corporation. (1) The Corporation hereby covenants to and agrees with the Agents that the CorporationUnderwriters that: (a) the Corporation will advise the AgentsUnderwriters, promptly after receiving notice thereof, of the time when each Offering Document has been filed and any Dual Prospectus Receipt has been obtained, and will provide evidence satisfactory to the Underwriters of each such filing and a copy of each such Dual Prospectus Receipt; (b) between the date hereof and the date of completion of the Distribution of the Shares, the Corporation will advise the Underwriters, promptly after receiving notice or obtaining knowledge thereof, of: (i) the issuance by any Canadian Securities Regulators in any Qualifying Jurisdiction Commission or the SEC of any order suspending or preventing the use of any of the Offering Documents, including without limitation the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement, or, to the knowledge of the Corporation, the threatening of any such order; (ii) the suspension issuance by any Canadian Securities Commission, the SEC, the TSX or the NYSE of any order having the effect of ceasing or suspending the Distribution of the qualification Common Shares or the trading in any securities of the Offered Shares and the Broker’s Warrants in any Corporation, or of the Qualifying Jurisdictions or institution or, to the institutionknowledge of the Corporation, threatening or contemplation of any proceeding for any such purposespurpose; or (iii) any requests made by any Canadian Securities Regulators in Commission or the Qualifying Jurisdictions, SEC for amending or supplementing any of the Preliminary Prospectus, U.S. Preliminary Prospectus, the Final Prospectus, the U.S. Final Prospectus, any Blue Sky Registration, or the U.S. Registration Statement Offering Documents or for additional information, ; and the Corporation will use its best efforts to prevent the issuance of any order referred to in subparagraph (ib)(i) above or subparagraph (b)(ii) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possible; (b) will use commercially reasonable efforts to maintain its status as a “reporting issuer” (or at the equivalent thereof) not in default of the requirements of the Applicable Securities Laws in the Qualifying Jurisdictions, for a period of 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporationearliest possible time; (c) the Corporation will use its commercially reasonable best efforts to maintain obtain the conditional listing of (i) the Offered Shares; and (ii) the Broker Shares issuable upon exercise of the Broker’s Warrants on the CSE, OTC or another recognized stock exchange or quotation system for a period of at least 24 months following TSX by the Closing DateTime, provided that subject only to the foregoing requirement shall not prevent official notice of issuance, and the Corporation from completing a sale of all or substantially all of will use its assets or any transaction which would result in best efforts to have the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote Shares listed and admitted and authorized for trading on the NYSE by shareholders of the CorporationClosing Time; (d) as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the U.S. Securities Act), the Corporation will duly execute make generally available to its security holders and deliver to the Broker Warrant Certificates at Representatives an earnings statement or statements of the Closing Time Corporation and comply with its subsidiaries which will satisfy the provisions of Section 11(a) of the U.S. Securities Act and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by Rule 158 under the Corporation;U.S. Securities Act; and (e) will ensure that, at the Closing Time, the Offered Shares shall be duly issued as fully paid and non-assessable Common Shares on payment of the purchase price therefor; (f) will ensure that, at the Closing Time, the Broker’s Warrants shall be duly and validly created and issued and shall have attributes corresponding in all material respects to the description set forth in this Agreement and the Broker’s Warrants Certificates, as applicable; (g) will ensure that at all times following the grant of the Broker’s Warrants and prior to the expiry of the Broker’s Warrants, a sufficient number of Broker Shares are allotted and reserved for issuance upon the due exercise of the Broker’s Warrants in accordance with their terms; (h) will ensure that, upon due exercise of the Broker’s Warrants in accordance with their terms, the Broker Shares shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor; (i) will ensure that the Offered Shares and the Broker Shares are listed and posted for trading on the CSE and OTC upon their respective dates of issuance; (j) will use the net proceeds from the Offering as described in the Initial Canadian Preliminary Prospectus. (2) The Corporation agrees that, unless it obtains the prior consent of the Offering Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Corporation and the Representatives, not to be unreasonably withheld, it has not made and will not make any offer relating to the Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433 under the manner specified U.S. Securities Act, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 under the Final U.S. Securities Act, required to be filed with the SEC. Any such free writing prospectus consented to by the Corporation and the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Corporation represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433 under the U.S. Securities Act, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, subject to including timely filing with the qualifications contained therein;SEC where required, legending and record keeping. (k3) use its commercially reasonable efforts to cause its directors and senior officers to enter into the Form of Lock-Up Agreement attached hereto as Schedule “A”; (l) from the date hereof until 90 days following the Closing Date, not toThe Corporation will not, without the prior written consent of the EchelonRepresentatives on behalf of the Underwriters, such consent not to be unreasonably withheld, during the period from the date hereof and ending 90 days following the Closing Date, issue, agree offer, pledge, sell, contract to issue sell any option or announce contract to purchase, purchase any intention option or contract to issue sell, grant any option, right or warrant to purchase or otherwise transfer, lend or dispose of directly or indirectly, any Common Shares Shares, or any securities convertible into or exchangeable for Common Shares, other than in conjunction with: (i) the exchange, transfer, conversion or exercise rights of existing outstanding securities; (ii) the issuance of options under the Corporation’s stock option plan, provided that the exercise price of any such options is not less than the Purchase Price; (iii) the issuance of deferred share units or restricted share units under the Corporation’s deferred share unit plan or restricted share unit plan; (iv) existing commitments to issue securities; (v) an arm’s length acquisition (including to acquire assets or intellectual property rights); (vi) under the Offering; (vii) the issuance of securities to Sprott or affiliates of Sprott in accordance with the applicable agreements with Sprott; or (viii) the issuance of securities in connection with any offtake-related debt financing; (m) the Corporation shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the U.S. Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction; and will use its reasonable best efforts, in cooperation with the Agents to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect for a period of one year from the date hereof; provided that the Company shall not be required to Corporation may (i) qualify as a foreign corporation issue Common Shares or securities convertible into or exchangeable for Common Shares pursuant to any equity incentive plan, stock ownership or purchase plan, dividend reinvestment plan or other entity or as a dealer equity plan in securities in any such jurisdiction where it would not otherwise be required to so qualifyeffect on the date hereof, (ii) file any general consent to service issue Common Shares issuable upon the conversion, exchange or exercise of process in any such jurisdiction convertible or exchangeable securities or the exercise of warrants or options outstanding on the date hereof, or (iii) subject itself issue Common Shares or other securities convertible into Common Shares in connection with an acquisition of a business or entity, a consolidation, merger, combination or plan of arrangement, or a transaction or series of transactions entered into in response to taxation an unsolicited bid by a third party to engage in any of the foregoing transactions provided that, except in the circumstances of an unsolicited bid, any such jurisdiction if it is securities issued may not otherwise so subjectbe subsequently disposed of until 60 days after the date of this Agreement.

Covenants of the Corporation. The As supplementary and essential considerations for the entering into of this Agreement by CDP, the Corporation hereby covenants undertakes to do the Agents that following as of the Corporationexecution date of this Agreement until the earliest of the effective date of the acquisition contemplated by the Acquisition Agreement or the termination of the Acquisition Agreement in accordance with its terms: (a) will advise at the Agents, promptly after receiving notice or obtaining knowledge thereof, of: (i) time of their issuance in accordance with the issuance by any Securities Regulators in any Qualifying Jurisdiction of any order suspending or preventing the use of any of the Offering Documents; (ii) the suspension of the qualification of the Offered Shares and the Broker’s Warrants in any of the Qualifying Jurisdictions or the institution, threatening or contemplation of any proceeding for any such purposes; or (iii) any requests made by any Securities Regulators in the Qualifying Jurisdictions, for amending or supplementing the Preliminary Prospectus, U.S. Preliminary Prospectus, the Final Prospectus, the U.S. Final Prospectus, any Blue Sky Registration, or the U.S. Registration Statement or for additional information, and will use its best efforts to prevent the issuance of any order referred to in (i) above and, if any such order is issuedAgreement, to obtain issue the withdrawal thereof Subscribed Shares as quickly as possiblefully-paid Common Shares; (b) will use commercially reasonable efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default comply with all covenants of the requirements Corporation set forth in the Agreement and to duly, punctually and faithfully perform all of its obligations under the Agreement and applicable laws and regulation, including the Applicable Securities Laws in the Qualifying Jurisdictions, for a period of 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the CorporationLaws; (c) will use its commercially reasonable efforts to maintain the listing of (i) the Offered Shares; and (ii) the Broker Shares issuable upon exercise allow CDP to perform a due diligence of the Broker’s Warrants on the CSE, OTC or another recognized stock exchange or quotation system for a period Sellers as well as of at least 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of and the Affiliates and, for this purpose, to give its assets or any transaction which would result in the Corporation ceasing officers, employees and representatives reasonable access and to supply relevant materials and information as may be requested, including, without limitation, accounting books and records and management employment contracts, and to allow copies to be a “reporting issuer” pursuant made and to a take-over bid or other transaction that requires a vote by shareholders allow discussions concerning its business and financial situation with the officers and auditors of the Corporation; (d) will duly execute and deliver the Broker Warrant Certificates at the Closing Time and comply with and satisfy all termsDate, conditions and covenants therein contained to be complied with or satisfied by the Corporationpay to CDP, as capital commitment, an amount equal to 5% of CDP’s aggregate subscription amount as well as 280,332 Common Shares; (e) will ensure thatto promptly inform CDP of any actual or anticipated material change or fact, at event or situation (whether current, anticipated, threatened, contemplated or proposed) which, individually or together with other changes, facts, events or situations, results in a material change, whether actual or anticipated based on the facts, that occur between the time of execution hereof and the Closing Time, the Offered Shares shall be duly issued as fully paid and non-assessable Common Shares on payment of the purchase price therefor; (f) will ensure thatto comply with the Applicable Securities Laws and the rules, at requirements, policies, notices and regulations of the Closing Time, TSX and the Broker’s Warrants shall be duly NYSE in connection with the Private Placement and validly created and issued and shall have attributes corresponding in all material respects to the description set forth in other transactions contemplated by this Agreement and to consult CDP and its advisers with respect to the Broker’s Warrants Certificatesmanner in which the Private Placement and the other transactions contemplated by this Agreement shall be in compliance with the Applicable Securities Laws and the rules, as applicablerequirements, policies, notices and regulations of the TSX and the NYSE; (g) will ensure that to make commercially reasonable efforts to work in collaboration and cooperate with CDP and its advisers in connection with the preparing of any application aimed at all times following the grant of the Broker’s Warrants and securing, prior to the expiry Closing Date, any regulatory approvals required in connection with the Private Placement, as well as any orders, registrations, consents, filings, decisions, exemptions, letters and the preparing of any documents reasonably considered by one of the Broker’s Warrantsparties hereto necessary for the performance of its obligations or otherwise desirable under the applicable laws in connection with this Agreement as quickly as possible (including, without limitation, any statements, applications or observations submitted with the TSX and the NYSE), and in particular: (i) to afford CDP and its advisers a sufficient number reasonable possibility to participate in any communication (verbal, written or otherwise) with any Public Body (including the TSX and the NYSE) with respect to the Private Placement, including by providing CDP, in advance, with copies of Broker Shares are allotted any notices, statements, applications and reserved for issuance upon other communications in draft form and a reasonable possibility to review same and to promptly deliver comments thereon, and the due exercise Corporation, acting reasonably, shall duly take such observations into account. Further, the final version of any written communication with any Public Body (including the TSX and the NYSE) which may be filed by or on behalf of the Broker’s Warrants Corporation shall be reasonably satisfactory to CDP as regards form and content; (ii) to immediately notify CDP and its advisers in accordance with their termswriting of any request (whether formal or informal) by a Public Body (including the TSX and the NYSE) concerning any matter which may affect the Private Placement and the other transactions contemplated by this Agreement; (h) will ensure that, upon due exercise of to make commercially reasonable efforts to complete the Broker’s Warrants acquisition in accordance with their terms, the Broker Shares shall be duly issued as fully paid and non-assessable shares in the capital terms of the Corporation on payment Acquisition Agreement and to provide CDP with prior notice of any intention of the purchase price therefor;parties to terminate the Acquisition Agreement; and (i) will ensure that the Offered Shares and the Broker Shares are listed and posted for trading on the CSE and OTC upon their respective dates of issuance; (j) will use the net proceeds of the Offering to secure CDP’s prior approval in the manner specified in the Final Prospectus, subject connection with any communication to be made public which refers to CDP or to the qualifications contained therein; (k) use its commercially reasonable efforts to cause its directors and senior officers to enter into the Form of Lock-Up Agreement attached hereto as Schedule “A”; (l) from the date hereof until 90 days following the Closing Date, not to, without the prior written consent of the Echelon, such consent not to be unreasonably withheld, issue, agree to issue or announce any intention to issue Common Shares or any securities convertible into or exchangeable for Common Shares, other than in conjunction with: (i) the exchange, transfer, conversion or exercise rights of existing outstanding securities; (ii) the issuance of options under the Corporation’s stock option plan, provided that the exercise price of any such options is not less than the Purchase Price; (iii) the issuance of deferred share units or restricted share units under the Corporation’s deferred share unit plan or restricted share unit plan; (iv) existing commitments to issue securities; (v) an arm’s length acquisition (including to acquire assets or intellectual property rights); (vi) under the Offering; (vii) the issuance of securities to Sprott or affiliates of Sprott Private Placement in accordance with the applicable agreements with Sprott; or (viii) the issuance provisions of securities in connection with any offtake-related debt financing; (m) the Corporation shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the U.S. Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction; and will use its reasonable best efforts, in cooperation with the Agents to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect for a period of one year from the date hereof; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject13.

Covenants of the Corporation. The Corporation hereby covenants to the Agents that the Corporationwith each Underwriter as follows: (a) To furnish to BMO Xxxxxxx Xxxxx Inc. in Toronto or as directed by BMO Xxxxxxx Xxxxx Inc., without charge, prior to 10:00 a.m. Toronto time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 8(e) below, as many copies of the Prospectuses and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. Each delivery of the Prospectuses, will advise constitute the Agentsadditional representation and warranty of the Corporation to the Underwriters that, at the respective times of delivery, the Prospectuses being delivered (i) do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) do not contain misrepresentation, and (iii) constitute full, true and plain disclosure of all material facts required to be disclosed by applicable law. (b) To prepare the Canadian Prospectus and the U.S. Prospectus in a form approved by you and (i) to file the Canadian Prospectus with the OSC and each of the other Canadian Securities Commissions in accordance with the Shelf Procedures not later than the OSC’s close of business on the business day following the execution and delivery of this Agreement and (ii) to file the U.S. Prospectus with the Commission pursuant to General Instruction II.L. of Form F-10 under the Securities Act not later than the Commission’s close of business on the business day following the date of the execution and delivery of this Agreement; before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectuses, to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object. (c) To furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Corporation and not to use or refer to any proposed free writing prospectus to which you reasonably object. (d) Not to take any action that would result in an Underwriter or the Corporation being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder. (e) If at any time following the date of execution of this Agreement until the completion of the distribution of the Shares for purposes of Canadian Securities Laws and the Securities Act and the applicable rules and regulations of the Commission thereunder, to promptly inform the Underwriters in writing of the particulars of any actual, anticipated, threatened, or contemplated, material change, change in material fact, or other event or condition that could have been required to have been stated in the Prospectus had that change, fact, event or condition arisen or been in effect on or prior to the date of the Prospectuses, and is of such a nature as, render any Prospectus misleading in the light of the circumstances or could result in it containing a misrepresentation. (f) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the U.S. Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and the Canadian Securities Commissions and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as so amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as so amended or supplemented, will comply with applicable law. (g) If, during such period after receiving the first date of the public offering of the Shares as in the opinion of counsel for the Underwriters either of the Prospectuses (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or obtaining knowledge thereofdealer, of:any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectuses (or one of them) in order to make the statements therein, in the light of the circumstances when the Prospectuses (or one of them) (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectuses (or one of them) to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Corporation) to which Shares may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectuses (or one of them) so that the statements in the Prospectuses as so amended or supplemented will not, in the light of the circumstances when the Prospectuses (or one of them) (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectuses, as so amended or supplemented, will comply with applicable law. (h) To comply with section 57 of the Securities Act (Ontario) and with comparable provisions of Canadian Securities Laws and the Securities Act and the rules and regulations of the SEC thereunder, and prepare and file or deliver promptly at your request, any amendment or supplement to the Prospectuses, which, in your opinion may be necessary, to continue to qualify the Shares for distribution in each of the Canadian Qualifying Jurisdictions and the United States. (i) To make generally available to the issuance Corporation’s security holders and to you as soon as practicable an earning statement covering a period of at least twelve months beginning with the first fiscal quarter of the Corporation occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder. (j) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of the Corporation’s obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Corporation’s counsel and the Corporation’s and Gold Wheaton’s auditors in connection with the registration, qualification and delivery of the Shares under the Securities Act and Canadian Securities Laws and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Time of Sale Prospectus, the Prospectuses, any free writing prospectus prepared by any Securities Regulators in any Qualifying Jurisdiction of any order suspending or preventing on behalf of, used by, or referred to by the use of Corporation and amendments and supplements to any of the Offering Documents; foregoing, including all regulatory and stock exchange filing fees and the costs and charges of any transfer agent, registrar, custodian or depositary, all printing and translation costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the suspension transfer and delivery of the qualification of Shares to the Offered Shares and the Broker’s Warrants in Underwriters, including any of the Qualifying Jurisdictions transfer or the institutionother taxes payable thereon, threatening or contemplation of any proceeding for any such purposes; or (iii) any requests made by any Securities Regulators in all costs and expenses incident to listing the Qualifying JurisdictionsShares on the NYSE and the TSX, for amending or supplementing (iv) the Preliminary Prospectuscost of printing certificates representing the Shares, U.S. Preliminary Prospectus, (v) the Final Prospectus, the U.S. Final Prospectus, any Blue Sky Registration, or the U.S. Registration Statement or for additional informationdocument production charges and expenses associated with printing this Agreement, and will (vi) all other costs and expenses incident to the performance of the obligations of the Corporation hereunder for which provision is not otherwise made in this Section. (k) To use its best efforts to prevent have the issuance of any order referred to in (i) above Shares accepted for listing on the NYSE and the TSX and, if any such order is issued, to obtain through the withdrawal thereof as quickly as possible; (b) will use commercially reasonable efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default period of distribution of the requirements of the Applicable Securities Laws in the Qualifying JurisdictionsShares, for a period of 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (c) will use its commercially reasonable efforts to maintain the listing of (i) the Offered Shares; and (ii) the Broker Shares issuable upon exercise of the Broker’s Warrants on the CSE, OTC or another recognized stock exchange or quotation system for a period NYSE and the TSX and to file with such exchanges all documents and notices required by such exchanges of at least 24 months following the Closing Date, provided issuers that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction have securities that requires a vote by shareholders of the Corporation;are listed on such exchanges. (dl) will duly execute and deliver the Broker Warrant Certificates at the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Corporation; (e) will ensure that, at the Closing Time, the Offered Shares shall be duly issued as fully paid and non-assessable Common Shares on payment of the purchase price therefor; (f) will ensure that, at the Closing Time, the Broker’s Warrants shall be duly and validly created and issued and shall have attributes corresponding in all material respects to the description set forth in this Agreement and the Broker’s Warrants Certificates, as applicable; (g) will ensure that at all times following the grant of the Broker’s Warrants and prior to the expiry of the Broker’s Warrants, a sufficient number of Broker Shares are allotted and reserved for issuance upon the due exercise of the Broker’s Warrants in accordance with their terms; (h) will ensure that, upon due exercise of the Broker’s Warrants in accordance with their terms, the Broker Shares shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor; (i) will ensure that the Offered Shares and the Broker Shares are listed and posted for trading on the CSE and OTC upon their respective dates of issuance; (j) will To use the net proceeds of the Offering offering of Shares in the manner specified in each of the Final ProspectusTime of Sale Prospectus and the Prospectuses and for no other purpose. (m) Not to directly or indirectly issue any common shares of the Corporation or securities or other financial instruments convertible into or having the right to acquire common shares of the Corporation (other than pursuant to rights or obligations under securities or instruments outstanding) or enter into any agreement or arrangement under which it acquires or transfers to another, subject in whole or in part, any of the economic consequences of ownership of common shares of the Corporation, whether that agreement or arrangement may be settled by the delivery of common shares of the Corporation or other securities or cash, or agree to become bound to do so, or disclose to the qualifications contained therein; (k) use its commercially reasonable efforts public any intention to cause its directors and senior officers to enter into the Form of Lock-Up Agreement attached hereto as Schedule “A”; (l) do so, for a period from the date hereof of execution of this Agreement until 90 days following the Closing Date, not to, Date without the prior written consent of the EchelonBMO Xxxxxxx Xxxxx Inc., such which consent will not to be unreasonably withheld; provided that nothing herein shall prevent or restrict the Corporation from issuing or agreeing to issue any of its common shares or securities or other financial instruments convertible into or having the right to acquire its common shares (i) as consideration in connection with the acquisition of Lumina Royalty Corp., issue(ii) as consideration in connection with other acquisitions in an amount not to exceed $200 million in the aggregate (calculated as of the time of the agreement to issue such common shares of the Corporation or securities or other financial instruments convertible into or having the right to acquire common shares of the Corporation) , (iii) under the Corporation’s Share Compensation Plan, or (iv) pursuant to rights or obligations under securities or instruments outstanding on the date hereof or issued as permitted by (i), (ii) or (iii) above. (n) To use best efforts to procure that the officers and directors of the Corporation also agree in a separate agreement with the Underwriters, prior to the Closing Date, not to sell, or agree to issue sell (or announce any intention to issue Common Shares do so), any of their common shares of the Corporation or any securities exchangeable or convertible into or exchangeable for Common Shares, other than in conjunction with: (i) the exchange, transfer, conversion or exercise rights common shares of existing outstanding securities; (ii) the issuance of options under the Corporation’s stock option plan, provided that the exercise price of any such options is not less than the Purchase Price; (iii) the issuance of deferred share units or restricted share units under the Corporation’s deferred share unit plan or restricted share unit plan; (iv) existing commitments to issue securities; (v) an arm’s length acquisition (including to acquire assets or intellectual property rights); (vi) under the Offering; (vii) the issuance of securities to Sprott or affiliates of Sprott in accordance with the applicable agreements with Sprott; or (viii) the issuance of securities in connection with any offtake-related debt financing; (m) the Corporation shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the U.S. Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction; and will use its reasonable best efforts, in cooperation with the Agents to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect for a period of one year 90 days from the date hereofClosing Date without the prior written consent of BMO Xxxxxxx Xxxxx Inc., which consent will not be unreasonably withheld; provided that nothing herein shall prevent or restrict any such officer or director from transferring common shares of the Company shall not be required to (i) qualify as a foreign corporation Corporation or securities or other entity financial instruments convertible into or as having the right to acquire common shares of the Corporation to a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction registered charity or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectfoundation with a charitable purpose.

Covenants of the Corporation. The Corporation hereby covenants to the Agents that the Corporationthat: (a) the Corporation will allow the Agents (and their counsel and consultants) to conduct all due diligence which the Agents may reasonably require or which may reasonably be considered necessary or appropriate by the Agents. The Corporation will provide to the Agents (and their counsel) reasonable access to the Corporation’s properties, senior management personnel and corporate, financial and other records, for the purposes of conducting such due diligence. Without limiting the scope of the due diligence inquiry the Agents (or their counsel) may conduct, the Corporation will use its reasonable best efforts to make available its directors, senior management, technical advisors, auditors and counsel to answer any questions which the Agents may have and to participate in one or more due diligence sessions to be held prior to the Closing Time (collectively, the “Due Diligence Session”);‌ (b) the Corporation and each Agent, on a several basis, covenants and agrees not to provide any potential investor of Offered Securities with any Marketing Materials except for Marketing Materials which have been approved as contemplated in subsection 6(b) hereof; (c) the Corporation will advise the Agents, promptly after receiving notice thereof, of the time when the Final Prospectus and any Supplementary Material has been filed and a receipt therefor has been obtained pursuant to the Passport System and NP 11-202 and will provide evidence reasonably satisfactory to the Agents of each such filing and copies of such receipt; (d) the Corporation will, until completion of the distribution of the Offered Securities, advise the Agents, promptly after receiving notice or obtaining knowledge thereof, of: (i) the issuance by any Canadian Securities Regulators in any Qualifying Jurisdiction of any order suspending or preventing the use of any of the Offering Documents; (ii) the suspension of the qualification for distribution of the Offered Shares and the Broker’s Warrants Securities in any of the Qualifying Jurisdictions or the institution, threatening or contemplation of any proceeding for any such purposes; or (iii) the receipt by the Corporation of any material communication, whether written or oral, from any Canadian Securities Regulators or any Governmental Authority, relating to the distribution of the Offered Securities or any requests made by any Canadian Securities Regulators in the Qualifying Jurisdictions, or any Governmental Authority for amending or supplementing the Preliminary Prospectus, U.S. Preliminary Prospectus, the Final Prospectus, the U.S. Final Prospectus, any Blue Sky Registration, or the U.S. Registration Statement Prospectus or for additional information, and will use its best commercially reasonable efforts to prevent the issuance of any order referred to in (i) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possible; (be) the Corporation will use its commercially reasonable efforts to maintain its status as a “reporting issuer” (or under Securities Laws; provided, however, that the equivalent thereofCorporation will not be required to comply with this subsection 8(e) not in default of the requirements of the Applicable Securities Laws in the Qualifying Jurisdictions, for a period of 24 months following the Closing Datecompletion of a merger, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all amalgamation, arrangement, business combination or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders pursuant to which the Corporation ceases to be an “distributing corporation” (within the meaning of the CorporationBusiness Corporations Act (Alberta));‌ (f) the Corporation will use its commercially reasonable efforts to ensure that the Convertible Debentures, Unit Warrants and Underlying Shares are, when issued, listed and posted for trading on the CSE upon their date of issuance; (cg) the Corporation will use its commercially reasonable efforts to maintain the listing of (i) the Offered Shares; Convertible Debentures and (ii) Unit Warrants, until their conversion, redemption, exercise, termination or expiry, as applicable, and the Broker Common Shares issuable upon exercise of the Broker’s Warrants on the CSE, OTC or another such other recognized stock exchange or quotation system for a period of at least 24 months following as the Closing DateAgents may approve, acting reasonably, provided that the foregoing requirement shall Corporation will not prevent be required to comply with this subsection 8(h) following the Corporation from completing completion of a sale of all merger, amalgamation, arrangement, business combination or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders pursuant to which the Corporation ceases to be an “distributing corporation” (within the meaning of the Corporation;Business Corporations Act (Alberta));‌ (dh) will duly execute and deliver the Broker Debenture Indenture, the Warrant Indenture and the Compensation Option Certificates at the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied completed with or satisfied by the Corporation; (ei) the Corporation will ensure that that, at the Closing Time, the Offered Shares shall Convertible Debentures will be duly issued as fully paid and non-assessable Common Shares on payment of the purchase price therefor; (f) will ensure that, at the Closing Time, the Broker’s Warrants shall be duly and validly created and issued and shall will have attributes corresponding in all material respects to the description set forth in this Agreement and the Broker’s Warrants Certificates, as applicableDebenture Indenture; (gj) the Corporation will ensure that that, at the Closing Time, the Unit Warrants will be validly created and issued and will have attributes corresponding in all material respects to the description set forth in the Warrant Indenture; (k) the Corporation will ensure that that, at the Closing Time, the Compensation Options will be validly created and issued and will have attributes corresponding in all material respects to the description set forth in the Compensation Option Certificates; (l) the Corporation will ensure, at all times following the grant issue of the Broker’s Convertible Debentures, the Unit Warrants and prior to the expiry of the Broker’s WarrantsCompensation Options, that a sufficient number of Broker applicable Underlying Shares are allotted and reserved for issuance upon the due exercise of the Broker’s Unit Warrants in accordance with their termsand the Compensation Options and the due conversion or redemption of the Convertible Debentures; (hm) will ensure that, upon due exercise of the Broker’s Warrants in accordance with their terms, the Broker Shares shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of will duly appoint the purchase price thereforTrustee as the trustee under the Debenture Indenture at or prior to the Closing Time; (in) the Corporation will ensure that duly appoint the Offered Shares and Warrant Agent as the Broker Shares are listed and posted for trading on agent under the CSE and OTC upon their respective dates of issuanceWarrant Indenture at or prior to the Closing Time; (jo) the Corporation will use the net proceeds of the Offering in the manner specified in the Final Prospectus, subject to the qualifications contained therein; (kp) the Corporation will execute and file with the Canadian Securities Regulators all forms, notices and certificates relating to the Offering required to be filed pursuant to the Securities Laws in the time required by Securities Laws; (q) the Corporation will use its commercially reasonable best efforts to cause its directors and senior officers to enter into the Form of Lock-Up Agreement attached hereto as Schedule “A”; (l) from the date hereof until 90 days following be fulfilled, at or prior to the Closing Date, each of the conditions required to be fulfilled by it set out in Section 12 hereof; and (r) the Corporation agrees not toto issue any Common Shares or financial instruments convertible or exchangeable into Common Shares, other than other than: (i) pursuant to the Offering (including the Over-Allotment Option); (ii) pursuant to the grant or exercise of stock options and other similar issuances pursuant to any stock option plan or similar share compensation arrangements; (iii) the issuance of Common Shares upon the exercise of convertible securities, warrants, options or obligations outstanding prior to the date hereof; (iv) pursuant to previously announced transactions and/or issuances of securities; or (v) in connection with any arm’s length property acquisition transaction or other corporate acquisition by the Corporation, for a period of 120 days from the Closing Date, without the prior written consent of the EchelonAcumen, such consent not to be unreasonably withheld, issue, agree to issue or announce any intention to issue Common Shares or any securities convertible into or exchangeable for Common Shares, other than in conjunction with: (i) the exchange, transfer, conversion or exercise rights of existing outstanding securities; (ii) the issuance of options under the Corporation’s stock option plan, provided that the exercise price of any such options is not less than the Purchase Price; (iii) the issuance of deferred share units or restricted share units under the Corporation’s deferred share unit plan or restricted share unit plan; (iv) existing commitments to issue securities; (v) an arm’s length acquisition (including to acquire assets or intellectual property rights); (vi) under the Offering; (vii) the issuance of securities to Sprott or affiliates of Sprott in accordance with the applicable agreements with Sprott; or (viii) the issuance of securities in connection with any offtake-related debt financing; (m) the Corporation shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the U.S. Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction; and will use its reasonable best efforts, in cooperation with the Agents to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect for a period of one year from the date hereof; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Covenants of the Corporation. The Corporation hereby covenants to and with the Agents that (on the CorporationAgents' behalf and on behalf of the Purchasers) that: (a) will advise the Agents, promptly after receiving notice or obtaining knowledge thereof, of: (i) the issuance by any Securities Regulators in any Qualifying Jurisdiction of any order suspending or preventing the use of any of the Offering Documents; (ii) the suspension of the qualification of the Offered Shares and the Broker’s Warrants in any of the Qualifying Jurisdictions or the institution, threatening or contemplation of any proceeding for any such purposes; or (iii) any requests made by any Securities Regulators in the Qualifying Jurisdictions, for amending or supplementing the Preliminary Prospectus, U.S. Preliminary Prospectus, the Final Prospectus, the U.S. Final Prospectus, any Blue Sky Registration, or the U.S. Registration Statement or for additional information, and Corporation will use its best efforts to prevent the issuance of any order referred to in (i) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possible; (b) will use commercially all reasonable efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) issuer not in default in each of the requirements of the Applicable Securities Laws Offering Jurisdictions in the Qualifying Jurisdictions, which it is a reporting issuer or equivalent for a period of 24 months following six-years from the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (cb) the Corporation will use its commercially all reasonable efforts to maintain the listing of (i) the Offered Common Shares; and (ii) , including the Broker Shares issuable upon exercise of the Broker’s Warrants Flow-Through Shares, on the CSE, OTC or another recognized stock exchange or quotation system for a period of at least 24 months Exchange and AMEX to the date which is six-years following the Closing Date, provided Date and will use all reasonable commercial efforts so that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (d) will duly execute and deliver the Broker Warrant Certificates at the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Corporation; (e) will ensure that, at the Closing Time, Common Shares underlying the Offered Shares shall be duly issued as fully paid and non-assessable Securities other than the Common Shares on payment of underlying the purchase price therefor; (f) will ensure that, at the Closing Time, the Broker’s Warrants shall be duly Compensation Units and validly created and issued and shall have attributes corresponding in all material respects to the description set forth in this Agreement and the Broker’s Warrants Certificates, as applicable; (g) will ensure that at all times following the grant of the Broker’s Warrants and prior to the expiry of the Broker’s Agent Warrants, a sufficient number of Broker Shares are allotted and reserved for issuance upon the due exercise of the Broker’s Warrants in accordance with their terms; (h) will ensure that, upon due exercise of the Broker’s Warrants in accordance with their terms, the Broker Shares shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor; (i) will ensure that the Offered Shares and the Broker Shares are listed and posted for trading on the CSE Exchange and OTC AMEX upon their respective dates of issuanceissue; (jc) will the Corporation shall, as soon as practicable, use the net proceeds of the Offering in the manner specified in the Final Prospectus, subject to the qualifications contained therein; (k) use its commercially all reasonable efforts to cause its directors and senior officers receive all necessary consents to enter into the Form of Lock-Up Agreement attached hereto as Schedule “A”;transactions contemplated herein; and (ld) from the date hereof until 90 days following if, at any time prior to the Closing Date, not to, without any event occurs known to the prior written consent Corporation as a result of which the Prospectus as supplemented by the Prospectus Supplement would include any untrue statements of material fact or omit to state any material fact necessary to make the statements therein in light of the Echeloncircumstances under which they are made not misleading, such consent not or if it shall become necessary to be unreasonably withheld, issue, agree amend the Prospectus or the Prospectus Supplement to issue or announce any intention to issue Common Shares or any securities convertible into or exchangeable for Common Shares, other than in conjunction with: (i) the exchange, transfer, conversion or exercise rights of existing outstanding securities; (ii) the issuance of options under the Corporation’s stock option plan, provided that the exercise price of any such options is not less than the Purchase Price; (iii) the issuance of deferred share units or restricted share units under the Corporation’s deferred share unit plan or restricted share unit plan; (iv) existing commitments to issue securities; (v) an arm’s length acquisition (including to acquire assets or intellectual property rights); (vi) under the Offering; (vii) the issuance of securities to Sprott or affiliates of Sprott in accordance comply with the applicable agreements with Sprott; or (viii) the issuance of securities in connection with any offtake-related debt financing; (m) the Corporation shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the U.S. Securities Act) that would be integrated Act or the rules thereunder, the Corporation will give the Agents immediate notice thereof, and the Corporation will promptly prepare and file with the offer SEC an amendment or sale of the Securities for purposes of the rules and regulations of any trading market such that it would require shareholder approval prior supplement to the closing of Prospectus or the Prospectus Supplement which will correct such other transaction unless shareholder approval is obtained before the closing of statement or omission or an amendment to effect such subsequent transaction; and will use its reasonable best efforts, in cooperation with the Agents to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect for a period of one year from the date hereof; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectcompliance.

Covenants of the Corporation. The Corporation hereby covenants to and agrees with the Agents that the CorporationSubscriber: (a) will advise to keep proper books, records and accounts of all Qualifying Expenditures and all transactions affecting the AgentsCommitment Amount and the Qualifying Expenditures, promptly after receiving notice and upon reasonable notice, to make such books, records and accounts available for inspection and audit by or obtaining knowledge thereof, of: (i) the issuance by any Securities Regulators in any Qualifying Jurisdiction of any order suspending or preventing the use of any on behalf of the Offering Documents; (ii) Subscriber during normal business hours at the suspension of the qualification of the Offered Shares and the Broker’s Warrants in any of the Qualifying Jurisdictions or the institution, threatening or contemplation of any proceeding for any such purposes; or (iii) any requests made by any Securities Regulators in the Qualifying Jurisdictions, for amending or supplementing the Preliminary Prospectus, U.S. Preliminary Prospectus, the Final Prospectus, the U.S. Final Prospectus, any Blue Sky Registration, or the U.S. Registration Statement or for additional information, and will use its best efforts to prevent the issuance of any order referred to in (i) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possibleSubscriber's expense; (b) to incur, during the Expenditure Period, Qualifying Expenditures in an amount so as to enable the Corporation to renounce to the Subscriber (in accordance with the Act and this Subscription Agreement), Qualifying Expenditures in an amount equal to the Commitment Amount effective on or before December 31, 2010; (c) to renounce (in accordance with subsections 66(12.6) and 66(12.66) of the Act and this Subscription Agreement) to the Subscriber, effective on or before December 31, 2010, Qualifying Expenditures which have been or will use commercially reasonable efforts be incurred during the Expenditure Period in an amount equal to the Commitment Amount; (d) to file with the Canada Revenue Agency the form prescribed by subsection 66(12.68) of the Act together with a copy of this Subscription Agreement and any "selling instruments" contemplated by such subsection within the time prescribed by the Act; (e) to file, on a timely basis, with the Canada Revenue Agency the form prescribed by subsection 66(12.7) of the Act necessary to give effect to any renunciation made pursuant to the terms of this Subscription Agreement; (f) that if the Corporation does not incur and renounce to the Subscriber effective on or before December 31, 2010 Qualifying Expenditures equal to the Commitment Amount, the Corporation shall indemnify the Subscriber as to, and pay in full settlement thereof to the Subscriber, an amount equal to the amount of any tax payable or that may become payable under the Act (and under any corresponding provincial legislation) by the Subscriber as a consequence of such failure, such payment to be made on a timely basis once the amount is definitively determined; (g) to deliver to the Subscriber, not later than March 31, 2011, a statement setting forth the aggregate amounts of Qualifying Expenditures renounced to the Subscriber effective as of December 31, 2010; (h) that all Qualifying Expenditures renounced to the Subscriber pursuant to this Subscription Agreement will be Qualifying Expenditures incurred by the Corporation that, but for the renunciation to the Subscriber, the Corporation would be entitled to deduct in computing its income for the purposes of Part I of the Act; (i) that the Corporation will not reduce the amount renounced to the Subscriber pursuant to subsections 66(12.6) of the Act and, in the event the Minister reduces the amount renounced to the Subscriber pursuant to subsection 66(12.73) of the Act, the Corporation shall indemnify the Subscriber as to, and pay in full settlement thereof to the Subscriber, an amount equal to the amount of any tax payable under the Act (and under any corresponding provincial legislation) by the Subscriber as a consequence of such reduction; (j) that the Corporation will maintain its status as a “reporting issuer” (or principal-business corporation until the equivalent thereof) not in default earlier of January 1, 2012 and the requirements of the Applicable Securities Laws in the Qualifying Jurisdictions, for a period of 24 months following the Closing Date, provided that the foregoing requirement shall not prevent date the Corporation from completing a sale of all or substantially all of has fulfilled its assets or any transaction which would result in the Corporation ceasing obligations to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (c) will use its commercially reasonable efforts to maintain the listing of (i) the Offered Shares; incur and (ii) the Broker Shares issuable upon exercise of the Broker’s Warrants on the CSE, OTC or another recognized stock exchange or quotation system for a period of at least 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (d) will duly execute and deliver the Broker Warrant Certificates at the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Corporation; (e) will ensure that, at the Closing Time, the Offered Shares shall be duly issued as fully paid and non-assessable Common Shares on payment of the purchase price therefor; (f) will ensure that, at the Closing Time, the Broker’s Warrants shall be duly and validly created and issued and shall have attributes corresponding in all material respects renounce Qualifying Expenditures to the description set forth Subscriber in this Agreement and the Broker’s Warrants Certificates, as applicable; (g) will ensure that at all times following the grant of the Broker’s Warrants and prior an amount equal to the expiry of the Broker’s Warrants, a sufficient number of Broker Shares are allotted and reserved for issuance upon the due exercise of the Broker’s Warrants in accordance with their terms; (h) will ensure that, upon due exercise of the Broker’s Warrants in accordance with their terms, the Broker Shares shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor; (i) will ensure that the Offered Shares and the Broker Shares are listed and posted for trading on the CSE and OTC upon their respective dates of issuance; (j) will use the net proceeds of the Offering in the manner specified in the Final Prospectus, subject to the qualifications contained thereinCommitment Amount; (k) use its commercially reasonable efforts to cause its directors that the Corporation has not and senior officers to will not enter into any transactions or take deductions which would otherwise reduce its cumulative Canadian exploration expense as defined in subsection 66.1(6) of the Form Act to an extent which would preclude the renunciation of Lock-Up Agreement attached hereto as Schedule “A”Qualifying Expenditures hereunder in an amount equal to the Commitment Amount effective on or before December 31, 2010; (l) from that the date hereof until 90 days following Corporation will not be subject to the Closing Date, not to, without the prior written consent provisions of subsection 66(12.67) of the Echelon, such consent not Act in a manner which impairs its ability to be unreasonably withheld, issue, agree renounce Qualifying Expenditures to issue or announce any intention the Subscriber in an amount equal to issue Common Shares or any securities convertible into or exchangeable for Common Shares, other than in conjunction with: (i) the exchange, transfer, conversion or exercise rights of existing outstanding securities; (ii) the issuance of options under the Corporation’s stock option plan, provided that the exercise price of any such options is not less than the Purchase Price; (iii) the issuance of deferred share units or restricted share units under the Corporation’s deferred share unit plan or restricted share unit plan; (iv) existing commitments to issue securities; (v) an arm’s length acquisition (including to acquire assets or intellectual property rights); (vi) under the Offering; (vii) the issuance of securities to Sprott or affiliates of Sprott in accordance with the applicable agreements with Sprott; or (viii) the issuance of securities in connection with any offtake-related debt financingCommitment Amount; (m) if the Corporation is required under the Act to reduce Qualifying Expenditures previously renounced to the Subscriber, the Corporation shall make such reduction pro rata by number of Flow-Through Shares issued or to be issued pursuant to flow-through agreements of even date with this Subscription Agreement provided that the Corporation shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the U.S. Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that reduce Qualifying Expenditures renounced under this Subscription Agreement until it would require shareholder approval prior has first reduced to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction; and will use its reasonable best efforts, in cooperation with the Agents extent possible expenditures renounced pursuant to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect for a period of one year from flow-through agreements dated after the date hereofof this Subscription Agreement; provided that and (n) the Company Corporation shall not renounce Qualifying Expenditures with respect to this Subscription Agreement and all other flow-through agreements of even date pro rata by number of Flow- Through Shares issued or to be required issued pursuant thereto before renouncing expenditures pursuant to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service flow-through agreements dated after the date of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectthis Subscription Agreement.

Covenants of the Corporation. The Corporation hereby covenants to and agrees with the Agents that the CorporationSubscriber: (a) will advise to keep proper books, records and accounts of all Qualifying Expenditures and all transactions affecting the AgentsCommitment Amount and the Qualifying Expenditures, promptly after receiving notice and upon reasonable notice, to make such books, records and accounts available for inspection and audit by or obtaining knowledge thereof, of: (i) the issuance by any Securities Regulators in any Qualifying Jurisdiction of any order suspending or preventing the use of any on behalf of the Offering Documents; (ii) Subscriber during normal business hours at the suspension of the qualification of the Offered Shares and the Broker’s Warrants in any of the Qualifying Jurisdictions or the institution, threatening or contemplation of any proceeding for any such purposes; or (iii) any requests made by any Securities Regulators in the Qualifying Jurisdictions, for amending or supplementing the Preliminary Prospectus, U.S. Preliminary Prospectus, the Final Prospectus, the U.S. Final Prospectus, any Blue Sky Registration, or the U.S. Registration Statement or for additional information, and will use its best efforts to prevent the issuance of any order referred to in (i) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possibleSubscriber's expense; (b) to incur, during the Expenditure Period, Qualifying Expenditures in an amount so as to enable the Corporation to renounce to the Subscriber (in accordance with the Act and this Subscription Agreement), Qualifying Expenditures in an amount equal to the Commitment Amount effective on or before December 31, 2011; (c) to renounce (in accordance with subsections 66(12.6) and 66(12.66) of the Act and this Subscription Agreement) to the Subscriber, effective on or before December 31, 2011, Qualifying Expenditures which have been or will use commercially reasonable efforts be incurred during the Expenditure Period in an amount equal to the Commitment Amount; (d) to file with the Canada Revenue Agency the form prescribed by subsection 66(12.68) of the Act together with a copy of this Subscription Agreement and any "selling instruments" contemplated by such subsection within the time prescribed by the Act; (e) to file, on a timely basis, with the Canada Revenue Agency the form prescribed by subsection 66(12.7) of the Act necessary to give effect to any renunciation made pursuant to the terms of this Subscription Agreement; (f) that if the Corporation does not incur and renounce to the Subscriber effective on or before December 31, 2011 Qualifying Expenditures equal to the Commitment Amount, the Corporation shall indemnify the Subscriber as to, and pay in settlement thereof to the Subscriber, an amount equal to the amount of any tax payable or that may become payable under the Act (and under any corresponding provincial legislation) by the Subscriber as a consequence of such failure, such payment to be made on a timely basis once the amount is definitively determined; (g) to deliver to the Subscriber, not later than March 31, 2012, a statement setting forth the aggregate amounts of Qualifying Expenditures renounced to the Subscriber as of December 31, 2011; (h) that all Qualifying Expenditures renounced to the Subscriber pursuant to this Subscription Agreement will be Qualifying Expenditures incurred by the Corporation that, but for the renunciation to the Subscriber, the Corporation would be entitled to deduct in computing its income for the purposes of Part I of the Act; (i) that the Corporation will not reduce the amount renounced to the Subscriber pursuant to subsections 66(12.6) of the Act and, in the event the Minister reduces the amount renounced to the Subscriber pursuant to subsection 66(12.73) of the Act, the Corporation shall indemnify the Subscriber as to, and pay in settlement thereof to the Subscriber, an amount equal to the amount of any tax payable under the Act (and under any corresponding provincial legislation) by the Subscriber as a consequence of such reduction; (j) that the Corporation will maintain its status as a “reporting issuer” (or principal-business corporation until the equivalent thereof) not in default earlier of January 1, 2012 and the requirements of the Applicable Securities Laws in the Qualifying Jurisdictions, for a period of 24 months following the Closing Date, provided that the foregoing requirement shall not prevent date the Corporation from completing a sale of all or substantially all of has fulfilled its assets or any transaction which would result in the Corporation ceasing obligations to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (c) will use its commercially reasonable efforts to maintain the listing of (i) the Offered Shares; incur and (ii) the Broker Shares issuable upon exercise of the Broker’s Warrants on the CSE, OTC or another recognized stock exchange or quotation system for a period of at least 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (d) will duly execute and deliver the Broker Warrant Certificates at the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Corporation; (e) will ensure that, at the Closing Time, the Offered Shares shall be duly issued as fully paid and non-assessable Common Shares on payment of the purchase price therefor; (f) will ensure that, at the Closing Time, the Broker’s Warrants shall be duly and validly created and issued and shall have attributes corresponding in all material respects renounce Qualifying Expenditures to the description set forth Subscriber in this Agreement and the Broker’s Warrants Certificates, as applicable; (g) will ensure that at all times following the grant of the Broker’s Warrants and prior an amount equal to the expiry of the Broker’s Warrants, a sufficient number of Broker Shares are allotted and reserved for issuance upon the due exercise of the Broker’s Warrants in accordance with their terms; (h) will ensure that, upon due exercise of the Broker’s Warrants in accordance with their terms, the Broker Shares shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor; (i) will ensure that the Offered Shares and the Broker Shares are listed and posted for trading on the CSE and OTC upon their respective dates of issuance; (j) will use the net proceeds of the Offering in the manner specified in the Final Prospectus, subject to the qualifications contained thereinCommitment Amount; (k) use its commercially reasonable efforts to cause its directors that the Corporation has not and senior officers to will not enter into any transactions or take deductions which would otherwise reduce its cumulative Canadian exploration expense as defined in subsection 66.1(6) of the Form Act to an extent which would preclude the renunciation of Lock-Up Agreement attached hereto as Schedule “A”Qualifying Expenditures hereunder in an amount equal to the Commitment Amount effective on or before December 31, 2011; (l) from to timely file all forms required under the date hereof until 90 days following Act necessary to effectively renounce Qualifying Expenditures equal to the Closing DateCommitment Amount effective on or before December 31, not to2011, without and to promptly provide the prior written consent Subscriber with a copy of the Echelon, all such consent not forms as are to be unreasonably withheld, issue, agree to issue or announce any intention to issue Common Shares or any securities convertible into or exchangeable for Common Shares, other than in conjunction with: (i) the exchange, transfer, conversion or exercise rights of existing outstanding securities; (ii) the issuance of options under the Corporation’s stock option plan, provided that the exercise price of any such options is not less than the Purchase Price; (iii) the issuance of deferred share units or restricted share units under the Corporation’s deferred share unit plan or restricted share unit plan; (iv) existing commitments to issue securities; (v) an arm’s length acquisition (including to acquire assets or intellectual property rights); (vi) under the Offering; (vii) the issuance of securities to Sprott or affiliates of Sprott in accordance with the applicable agreements with Sprott; or (viii) the issuance of securities in connection with any offtake-related debt financingon a timely basis; (m) that the Corporation will not be subject to the provisions of subsection 66(12.67) of the Act in a manner which impairs its ability to renounce Qualifying Expenditures to the Subscriber in an amount equal to the Commitment Amount; (n) if the Corporation is required under the Act to reduce Qualifying Expenditures previously renounced to the Subscriber, the Corporation shall make such reduction pro rata by number of FT Units issued or to be issued pursuant to flow-through share agreements of even date with this Subscription Agreement provided that the Corporation shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the U.S. Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that reduce Qualifying Expenditures renounced under this Subscription Agreement until it would require shareholder approval prior has first reduced to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction; and will use its reasonable best efforts, in cooperation with the Agents extent possible expenditures renounced pursuant to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect for a period of one year from flow-through share agreements dated after the date hereofof this Subscription Agreement; provided that and (o) the Company Corporation shall not renounce Qualifying Expenditures with respect to this Subscription Agreement and all other flow-through share agreements of even date pro rata by number of FT Units issued or to be required issued pursuant thereto before renouncing expenditures pursuant to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service flow-through shares agreements dated after the date of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectthis Subscription Agreement.

Covenants of the Corporation. (1) The Corporation hereby covenants to with the Agents that the CorporationUnderwriters that: (a) the Corporation will comply with Section 57 of the Securities Act (Ontario) and with the comparable provisions of the other relevant Canadian Securities Laws, and, after the date hereof and prior to the completion of the distribution of the Common Shares, the Corporation will promptly advise the AgentsUnderwriters in writing of the full particulars of any material change, promptly after receiving notice (as defined in the Securities Act (Ontario)), in the business, affairs, operations, assets, liabilities or obtaining knowledge thereoffinancial condition of the Corporation, of: (i) the issuance by on a consolidated basis, or of any Securities Regulators change in any Qualifying Jurisdiction of any order suspending or preventing the use of any of the Offering Documents; material fact (ii) the suspension of the qualification of the Offered Shares and the Broker’s Warrants in any of the Qualifying Jurisdictions or the institution, threatening or contemplation of any proceeding for any such purposes; or (iii) any requests made by any Securities Regulators as defined in the Qualifying Jurisdictions, for amending Securities Act (Ontario)) contained or supplementing referred to in the Preliminary Prospectus, U.S. Preliminary Prospectus, the Final Prospectus, the U.S. Final Prospectus, or any Blue Sky RegistrationProspectus Amendment or Supplementary Material (collectively, the “Filings”) which is, or may be, of such a nature as to render any statement contained in the Filings untrue, false or misleading, result in a misrepresentation (as defined in the Securities Act (Ontario)), or result in any of such documents not complying with the laws of any Qualifying Province or the United States. The Corporation will promptly prepare and file with the securities authorities in the Qualifying Provinces or the United States any amendment or supplement to the Preliminary Prospectus or the Final Prospectus or the U.S. Registration Statement Prospectus, which in the opinion of the Underwriters and the Corporation, each acting reasonably, may be necessary or for additional informationadvisable to correct such untrue or misleading statement or omission. The Corporation shall in good faith discuss with the Underwriters any change in circumstances (actual, anticipated, contemplated or threatened) which is of such a nature that there may be a reasonable doubt as to whether written notice need be given to the Underwriters under the provisions of this Section 8(1)(a); (b) the Corporation will deliver without charge to the Underwriters, as soon as practicable, and will in any event no later than 9:00 a.m., February 27, 2007, and thereafter from time to time during the distribution of the Common Shares, in such cities as the Underwriters shall notify the Corporation, as many commercial copies of each of the Preliminary Prospectus, the Final Prospectus and the U.S. Prospectus, respectively (and in the event of any Prospectus Amendment, such Prospectus Amendment) as the Underwriters may reasonably request for the purposes contemplated by Canadian Securities Laws and U.S. Securities Laws and such delivery shall constitute consent by the Corporation to the use by the Underwriters, the Agents and the Selling Firms of such documents in connection with the Offering in all Qualifying Provinces and the United States, subject to the provisions of Canadian Securities Laws and U.S. Securities Laws. The Corporation shall similarly cause to be delivered commercial copies of the Supplementary Material in such quantities as the Underwriters may reasonably request; (c) the Corporation shall use its best efforts to prevent the issuance of any order referred to in (i) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possible; (b) will use commercially reasonable efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the Applicable Securities Laws in the Qualifying Jurisdictions, for a period of 24 months following the Closing Date, provided arrange that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (c) will use its commercially reasonable efforts to maintain the listing of (i) the Offered Shares; and (ii) the Broker Shares issuable upon exercise of the Broker’s Warrants on the CSE, OTC or another recognized stock exchange or quotation system for a period of at least 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (d) will duly execute and deliver the Broker Warrant Certificates at the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Corporation; (e) will ensure that, at the Closing Time, the Offered Shares shall be duly issued as fully paid and non-assessable Common Shares on payment of the purchase price therefor; (f) will ensure that, at the Closing Time, the Broker’s Warrants shall be duly and validly created and issued and shall have attributes corresponding in all material respects to the description set forth in this Agreement and the Broker’s Warrants Certificates, as applicable; (g) will ensure that at all times following the grant of the Broker’s Warrants and prior to the expiry of the Broker’s Warrants, a sufficient number of Broker Shares are allotted and reserved for issuance upon the due exercise of the Broker’s Warrants in accordance with their terms; (h) will ensure that, upon due exercise of the Broker’s Warrants in accordance with their terms, the Broker Shares shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor; (i) will ensure that the Offered Shares and the Broker Shares are listed and posted for trading on the CSE TSX and OTC upon their respective dates of issuance; (j) will use the net proceeds of the Offering in the manner specified in the Final Prospectus, subject to the qualifications contained therein; (k) use its commercially reasonable efforts to cause its directors and senior officers to enter into the Form of Lock-Up Agreement attached hereto as Schedule “A”; (l) from the date hereof until 90 days following AMEX on the Closing Date, subject only to the documentary filing requirements of each such Exchange; (d) the Corporation shall not to, without the prior written consent of the Echelon, such consent not to be unreasonably withheld, issue, agree to issue or announce the issuance of any intention to issue Common Shares of the Corporation or any securities convertible into or exchangeable for or exercisable to acquire Common SharesShares of the Corporation without the prior consent of the Lead Underwriter on behalf of the Underwriters, which consent will not be unreasonably withheld or delayed, during a period commencing on the date of execution of this Agreement and ending 90 days after the Closing Date (the “Restricted Period”), other than in conjunction with: than: (i) the exchangeissuance of shares upon exercise of currently outstanding rights, transferor agreements, conversion including options, warrants, debt and other convertible securities and any rights which have been granted or exercise rights of existing outstanding securities; issued, subject to any necessary regulatory approval; (ii) the issuance of shares upon the exercise of currently outstanding options under granted to officers, directors, employees or consultants of the Corporation or any subsidiary thereof pursuant to the Corporation’s stock option planand purchase plans (collectively, provided that the exercise price of any such options is not less than the Purchase Price“Option Plans”); or (iii) the issuance of deferred share units or restricted share units under the Corporation’s deferred share unit plan or restricted share unit plan; (iv) existing commitments options pursuant to issue securities; (v) an arm’s length acquisition (including to acquire assets or intellectual property rights); (vi) under the Offering; (vii) the issuance of securities to Sprott or affiliates of Sprott and in accordance with the applicable agreements with SprottOption Plans; or (viii) the issuance of securities in connection with any offtake-related debt financing;and (me) it will apply the Corporation shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of net proceeds from the U.S. Securities Act) that would be integrated with the offer or sale of the Securities for purposes Common Shares as set forth under “Use of Proceeds” in the rules and regulations of any trading market such that it would require shareholder approval prior Final Prospectus subject to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction; and will use its reasonable best efforts, in cooperation with the Agents to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions reallocation as the Agents shall reasonably request and will continue such qualifications in effect for a period of one year from the date hereof; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectcontemplated thereby.

Covenants of the Corporation. The Corporation hereby covenants and agrees with the Purchaser that: (1) subject to receipt of the Purchase Price therefor, the Purchased Shares will at the Time of Closing be duly and validly allotted and issued to the Agents that Purchaser or its assignee as fully-paid and non-assessable shares; (2) the Corporationproceeds to the Corporation from the sale and purchase of the Purchased Shares will be applied by the Corporation for working capital purposes and for the repayment of certain liabilities other than the loans made by the ECF Lenders; (3) the Corporation will promptly inform between date hereof until the Time of Closing the Purchaser in writing of the full particulars of: (a) any Material Change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation, (b) any change in any Material Fact contained in the Filed Securities Documents, (including for greater certainty, any information incorporated or deemed to be incorporated by reference therein); (4) the Corporation will advise list the AgentsPurchased Shares on the Toronto Stock Exchange as soon as possible following the Closing Time; (5) the Corporation will indemnify and save harmless the Purchaser against all losses, promptly after receiving notice claims, damages, liabilities, costs or obtaining knowledge thereofexpenses (other than lost profits) caused or incurred, of:directly or indirectly, by reason of any material breach of any covenant of the Corporation contained in this Agreement or any inaccuracy or misrepresentation in any representation or warranty set forth in Section 3.1; (6) the Corporation will, on or before the Time of Closing, enter into the Supplemental Indenture and the Registration Rights Agreements; (7) the Corporation agrees to pay on demand all costs and expenses of the Purchaser including, without limitation, the reasonable fees and out of pocket expenses of one set of Canadian and U.S. counsel to the Purchaser with respect thereto (i) in connection with the preparation, execution and delivery of this Agreement and the other documents contemplated hereunder and (ii) in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents contemplated hereunder, whether or not any of such transactions is consummated; (8) upon a written request from the Purchaser or a transferee thereof that is also a potential "United States shareholder" (as that term is defined in Section 951(b) of the Internal Revenue Code of 1986, as amended (the "Code")) of the Corporation, the Corporation will use reasonable best efforts to determine whether it is properly treated as a "controlled foreign corporation" ("CFC") within the meaning of Section 957 of the Code and to inform such person of its determination. The Purchaser shall, on an annual basis, provide to the Corporation information regarding its ownership of Common Shares and generally cooperate with the Corporation so that the Corporation can make a determination as to its CFC status. If the Corporation determines that it is properly treated as a CFC in any fiscal year, (i) the issuance by any Securities Regulators Corporation shall promptly, but in any Qualifying Jurisdiction of any order suspending or preventing case no later than 30 days after the use of any end of the Offering Documents; applicable fiscal year, notify the requesting holder described in the first sentence of this Section 4.1(8) of the Corporation's CFC status and (ii) the suspension Corporation shall, no later than March 1 of the qualification following fiscal year, provide the such holder holding Common Shares on the last day of such fiscal year on which the Corporation was a CFC a written report of the Offered Shares and amount of income per Common Share required to be included in the Broker’s Warrants in any gross income of a "United States shareholder" pursuant to Section 951(a) of the Qualifying Jurisdictions or Code and shall generally cooperate with any reasonable request of such holder of Common Shares to facilitate such holder's U.S. federal income tax reporting requirements relating to the institution, threatening or contemplation of any proceeding for any such purposes; or (iii) any requests made by any Securities Regulators in the Qualifying Jurisdictions, for amending or supplementing the Preliminary Prospectus, U.S. Preliminary Prospectus, the Final Prospectus, the U.S. Final Prospectus, any Blue Sky Registration, or the U.S. Registration Statement or for additional information, and will use its best efforts to prevent the issuance of any order referred to in (i) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possibleCorporation; (b9) the Corporation will use commercially reasonable efforts to maintain its status as a “reporting issuer” (or issuer under the equivalent thereof) not in default of the requirements of the Applicable Provincial Securities Laws in and as a registrant under the Qualifying JurisdictionsUnited States Securities Exchange Act of 1934, for a period of 24 months following as amended; and (10) the Closing Date, provided that the foregoing requirement Corporation shall not prevent the Corporation from completing a sale of all or substantially all of its assets or at any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (c) will use its commercially reasonable efforts to maintain the listing of (i) the Offered Shares; and (ii) the Broker Shares issuable upon exercise of the Broker’s Warrants on the CSE, OTC or another recognized stock exchange or quotation system for a period of at least 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (d) will duly execute and deliver the Broker Warrant Certificates at the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Corporation; (e) will ensure that, at the Closing Time, the Offered Shares shall be duly issued as fully paid and non-assessable Common Shares on payment of the purchase price therefor; (f) will ensure that, at the Closing Time, the Broker’s Warrants shall be duly and validly created and issued and shall have attributes corresponding in all material respects to the description set forth in this Agreement and the Broker’s Warrants Certificates, as applicable; (g) will ensure that at all times following the grant of the Broker’s Warrants and prior to the expiry of the Broker’s Warrants, a sufficient number of Broker Shares are allotted and reserved for issuance upon the due exercise of the Broker’s Warrants in accordance with their terms; (h) will ensure that, upon due exercise of the Broker’s Warrants in accordance with their terms, the Broker Shares shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor; (i) will ensure that the Offered Shares and the Broker Shares are listed and posted for trading on the CSE and OTC upon their respective dates of issuance; (j) will use the net proceeds of the Offering in the manner specified in the Final Prospectus, subject to the qualifications contained therein; (k) use its commercially reasonable efforts to cause its directors and senior officers to enter into the Form of Lock-Up Agreement attached hereto as Schedule “A”; (l) from the date hereof until 90 days following the Closing Date, not to, without the prior written consent of the Echelon, such consent not to be unreasonably withheld, issue, agree to issue or announce any intention to time issue Common Shares or any securities convertible into into, exchangeable for, or exchangeable otherwise carrying the right to acquire Common Shares (a "Voting Security") without contemporaneously granting to the Purchaser (provided that, at the relevant time, the Purchaser holds not less than 3% of the outstanding Common Shares on an undiluted basis) the irrevocable right and option, exercisable on written notice not later than five days before the closing thereof, to acquire that number of securities being issued that would allow the Purchaser to maintain its proportionate interest as it existed before the issuance, in the total number of voting rights attached to all Voting Securities outstanding after the issue. Any right or option granted under this Section 4.1(10) shall be on the same terms and for Common Sharesthe same consideration as the Voting Securities being issued, other or, if such securities are to be issued for non-cash consideration, for a price in cash representing the fair market value of such non-cash consideration on a per security basis determined by the Corporation in good faith and acting reasonably. The Corporation shall give the Purchaser reasonable notice of any proposed issuance as soon as practicable and in any event not less than 10 days before the scheduled closing thereof, with reasonable particulars thereof, and shall forthwith advise the Purchaser of any anticipated or actual delays and of any anticipated or actual changes in conjunction withterms. The Purchaser's right to exercise such right and option shall be subject to the Corporation obtaining any required approvals from any regulatory authority (including any stock exchange on which the Voting Securities are listed) and, if required by law, obtaining shareholder approval in the manner required by law or imposed by regulatory authority (including any stock exchange) as a condition to granting approval, which approvals the Corporation agrees to use its reasonable best efforts to obtain. This subsection shall not apply to issuances of Voting Securities: (i) under the exchange, transfer, conversion or exercise rights of existing outstanding securitiesexceptions set out in Section 3.1(d); (ii) the issuance of options as contemplated by Section 3.3(6) hereof; (iii) under the Corporation’s any future stock incentive plan, stock option plan, provided that the exercise price of any such options is not less than the Purchase Price; (iii) the issuance of deferred share units or restricted share units under the Corporation’s deferred share unit plan of the Corporation or restricted share unit planother issuances of securities to directors or officers in connection with the performance of their duties; or (iv) existing commitments under an amalgamation to issue securities; (v) an arm’s length acquisition (including to acquire assets or intellectual property rights); (vi) under the Offering; (vii) the issuance of securities to Sprott or affiliates of Sprott in accordance with the applicable agreements with Sprott; or (viii) the issuance of securities in connection with any offtake-related debt financing; (m) which the Corporation shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the U.S. Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction; and will use its reasonable best efforts, in cooperation with the Agents to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect for a period of one year from the date hereof; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectparty.

Covenants of the Corporation. The Corporation hereby covenants to with the Agents that the CorporationCanadian Underwriters that: (a) the Corporation will comply with section 57 of the Securities Act (Ontario) and with the comparable provisions of the other relevant Canadian Securities Laws, and, after the date hereof and prior to the completion of the distribution of the Securities, the Corporation will promptly advise the AgentsCanadian Underwriters in writing of the full particulars of any material change, promptly after receiving notice (as defined in the Securities Act (Ontario)), in the assets, liabilities, business or obtaining knowledge thereof, of: (i) operations of the issuance by Corporation on a consolidated basis or of any Securities Regulators change in any Qualifying Jurisdiction of any order suspending or preventing the use of any of the Offering Documents; material fact (ii) the suspension of the qualification of the Offered Shares and the Broker’s Warrants in any of the Qualifying Jurisdictions or the institution, threatening or contemplation of any proceeding for any such purposes; or (iii) any requests made by any Securities Regulators as defined in the Qualifying Jurisdictions, for amending Securities Act (Ontario)) contained or supplementing referred to in the Preliminary Prospectus, U.S. Preliminary Prospectus, the Final Prospectus, the U.S. Final Prospectus, or any Blue Sky RegistrationProspectus Amendment or Supplementary Material which is, or may be, of such a nature as to render any of them untrue, false or misleading in a material respect, result in a misrepresentation (as defined in the U.S. Registration Statement Securities Act (Ontario)), or for additional information, and will use its best efforts to prevent result in any of such documents not complying with the issuance laws of any order referred jurisdiction in which the Securities are to be offered for sale. The Corporation will promptly prepare and file with the securities authorities in (i) above andthe Qualifying Provinces any amendment or supplement thereto which in the opinion of the Canadian Underwriters and the Corporation, if each acting reasonably, may be necessary or advisable to correct such untrue or misleading statement or omission. The Corporation shall in good faith discuss with the Canadian Underwriters any change in circumstances which is of such order is issued, a nature that there may be a reasonable doubt as to obtain whether written notice need be given to the withdrawal thereof as quickly as possibleCanadian Underwriters under the provisions of this clause 8(a); (b) the Corporation will use commercially reasonable efforts deliver to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default Canadian Underwriters prior to the filing of the requirements Final Prospectus, a copy of the Applicable Preliminary Prospectus and the Final Prospectus signed and certified as required by the applicable Canadian Securities Laws in the Qualifying Jurisdictions, for a period of 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the CorporationLaws; (c) the Corporation will use its commercially reasonable efforts deliver without charge to maintain the listing of (i) Canadian Underwriters, as soon as practicable, and in any event no later than May 15, 2002 in the Offered Shares; and (ii) the Broker Shares issuable upon exercise case of the Broker’s Warrants on Final Prospectus, and thereafter from time to time during the CSEdistribution of the Securities, OTC or another recognized stock exchange or quotation system in such cities as the Canadian Underwriters shall notify the Corporation, as many commercial copies of each of the Preliminary Prospectus and the Final Prospectus, respectively, (and in the event of any Prospectus Amendment, such Prospectus Amendment) as the Canadian Underwriters may reasonably request for a period of at least 24 months following the Closing Date, provided that purposes contemplated by the foregoing requirement relevant securities laws and such delivery shall not prevent constitute consent by the Corporation from completing a sale to the use by the Canadian Underwriters and other investment dealers and brokers of such documents in connection with the Offering in all or substantially all Qualifying Provinces, subject to the provisions of its assets or any transaction which would result in the applicable Canadian Securities Laws. The Corporation ceasing shall similarly cause to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders delivered commercial copies of the Corporation;Supplementary Material in such quantities as the Canadian Underwriters may reasonably request. (d) will duly execute and deliver the Broker Warrant Certificates at Corporation shall use its reasonable best efforts to arrange that the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Corporation; (e) will ensure that, at the Closing Time, the Offered Shares Securities shall be duly issued as fully paid and non-assessable Common Shares on payment of the purchase price therefor; (f) will ensure that, at the Closing Time, the Broker’s Warrants shall be duly and validly created and issued and shall have attributes corresponding in all material respects to the description set forth in this Agreement and the Broker’s Warrants Certificates, as applicable; (g) will ensure that at all times following the grant of the Broker’s Warrants and prior to the expiry of the Broker’s Warrants, a sufficient number of Broker Shares are allotted and reserved for issuance upon the due exercise of the Broker’s Warrants in accordance with their terms; (h) will ensure that, upon due exercise of the Broker’s Warrants in accordance with their terms, the Broker Shares shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor; (i) will ensure that the Offered Shares and the Broker Shares are listed and posted for trading on the CSE TSX and OTC upon their respective dates of issuance; (j) will use the net proceeds of the Offering in the manner specified in the Final Prospectus, subject to the qualifications contained therein; (k) use its commercially reasonable efforts to cause its directors and senior officers to enter into the Form of Lock-Up Agreement attached hereto as Schedule “A”; (l) from the date hereof until 90 days following AMEX on the Closing Date, not tosubject only to the documentary filing requirements of such exchange, and, in the case of the Warrants, subject also to meeting the requirements of the TSX and AMEX that minimum number of holders hold such Warrants; (e) it will not: (i) offer, pledge, sell, contract to sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise lend, transfer or dispose of, directly or indirectly, any Common Shares or securities convertible into or exercisable or exchangeable for Common Shares; or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of Common Shares or such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise (other than the Securities other than in connection with the grant or exercise of options, issuances under the Corporation's existing Stock Option Plans or employee share purchase plan or any other existing rights of conversion or securities issued as consideration for an acquisition of assets or shares), for a period ending 90 days after the closing of the Offering without the prior written consent of the EchelonLead Manager, such consent not to be unreasonably withheld, issue, agree to issue or announce any intention to issue Common Shares or any securities convertible into or exchangeable for Common Shares, other than in conjunction with: (i) the exchange, transfer, conversion or exercise rights of existing outstanding securities; (ii) the issuance of options under the Corporation’s stock option plan, provided that the exercise price of any such options is not less than the Purchase Price; (iii) the issuance of deferred share units or restricted share units under the Corporation’s deferred share unit plan or restricted share unit plan; (iv) existing commitments to issue securities; (v) an arm’s length acquisition (including to acquire assets or intellectual property rights); (vi) under the Offering; (vii) the issuance of securities to Sprott or affiliates of Sprott in accordance with the applicable agreements with Sprott; or (viii) the issuance of securities in connection with any offtake-related debt financing; (m) the Corporation shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the U.S. Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction; and will use its reasonable best efforts, in cooperation with the Agents to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect for a period of one year from the date hereof; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Covenants of the Corporation. The Corporation hereby covenants and agrees with the Purchaser that: (1) subject to receipt of the Purchase Price therefor, the Purchased Shares will at the Time of Closing be duly and validly allotted and issued to the Agents that Purchaser or its assignee as fully-paid and non-assessable shares; (2) the Corporationproceeds to the Corporation from the sale and purchase of the Purchased Shares will be applied by the Corporation for working capital purposes and for the repayment of certain liabilities other than the loans made by the ECF Lenders; (3) the Corporation will promptly inform between date hereof until the Time of Closing the Purchaser in writing of the full particulars of: (a) any Material Change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation, (b) any change in any Material Fact contained in the Filed Securities Documents, (including for greater certainty, any information incorporated or deemed to be incorporated by reference therein); (4) the Corporation will advise list the AgentsPurchased Shares on the Toronto Stock Exchange as soon as possible following the Closing Time; (5) the Corporation will indemnify and save harmless the Purchaser against all losses, promptly after receiving notice claims, damages, liabilities, costs or obtaining knowledge thereofexpenses (other than lost profits) caused or incurred, of:directly or indirectly, by reason of any material breach of any covenant of the Corporation contained in this Agreement or any inaccuracy or misrepresentation in any representation or warranty set forth in Section 3.1; (6) the Corporation will, on or before the Time of Closing, enter into the Supplemental Indenture; (7) the Corporation agrees to pay on demand all costs and expenses of the Purchaser including, without limitation, the reasonable fees and out of pocket expenses of one set of Canadian and U.S. counsel to the Purchaser with respect thereto (i) in connection with the preparation, execution and delivery of this Agreement and the other documents contemplated hereunder and (ii) in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents contemplated hereunder, whether or not any of such transactions is consummated; (8) upon a written request from the Purchaser or a transferee thereof that is also a potential "United States shareholder" (as that term is defined in Section 951(b) of the Internal Revenue Code of 1986, as amended (the "Code")) of the Corporation, the Corporation will use reasonable best efforts to determine whether it is properly treated as a "controlled foreign corporation" ("CFC") within the meaning of Section 957 of the Code and to inform such person of its determination. The Purchaser shall, on an annual basis, provide to the Corporation information regarding its ownership of Common Shares and generally cooperate with the Corporation so that the Corporation can make a determination as to its CFC status. If the Corporation determines that it is properly treated as a CFC in any fiscal year, (i) the issuance by any Securities Regulators Corporation shall promptly, but in any Qualifying Jurisdiction of any order suspending or preventing case no later than 30 days after the use of any end of the Offering Documents; applicable fiscal year, notify the requesting holder described in the first sentence of this Section 7.1(8) of the Corporation's CFC status and (ii) the suspension Corporation shall, no later than March 1 of the qualification following fiscal year, provide the such holder holding Common Shares on the last day of such fiscal year on which the Corporation was a CFC a written report of the Offered Shares and amount of income per Common Share required to be included in the Broker’s Warrants in any gross income of a "United States shareholder" pursuant to Section 951(a) of the Qualifying Jurisdictions or Code and shall generally cooperate with any reasonable request of such holder of Common Shares to facilitate such holder's U.S. federal income tax reporting requirements relating to the institution, threatening or contemplation of any proceeding for any such purposes; or (iii) any requests made by any Securities Regulators in the Qualifying Jurisdictions, for amending or supplementing the Preliminary Prospectus, U.S. Preliminary Prospectus, the Final Prospectus, the U.S. Final Prospectus, any Blue Sky Registration, or the U.S. Registration Statement or for additional information, and will use its best efforts to prevent the issuance of any order referred to in (i) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possibleCorporation; (b9) the Corporation will use commercially reasonable efforts to maintain its status as a “reporting issuer” (or issuer under the equivalent thereof) not in default of the requirements of the Applicable Provincial Securities Laws in and as a registrant under the Qualifying JurisdictionsUnited States Securities Exchange Act of 1934, for a period of 24 months following as amended; and (10) the Closing Date, provided that the foregoing requirement Corporation shall not prevent the Corporation from completing a sale of all or substantially all of its assets or at any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (c) will use its commercially reasonable efforts to maintain the listing of (i) the Offered Shares; and (ii) the Broker Shares issuable upon exercise of the Broker’s Warrants on the CSE, OTC or another recognized stock exchange or quotation system for a period of at least 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (d) will duly execute and deliver the Broker Warrant Certificates at the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Corporation; (e) will ensure that, at the Closing Time, the Offered Shares shall be duly issued as fully paid and non-assessable Common Shares on payment of the purchase price therefor; (f) will ensure that, at the Closing Time, the Broker’s Warrants shall be duly and validly created and issued and shall have attributes corresponding in all material respects to the description set forth in this Agreement and the Broker’s Warrants Certificates, as applicable; (g) will ensure that at all times following the grant of the Broker’s Warrants and prior to the expiry of the Broker’s Warrants, a sufficient number of Broker Shares are allotted and reserved for issuance upon the due exercise of the Broker’s Warrants in accordance with their terms; (h) will ensure that, upon due exercise of the Broker’s Warrants in accordance with their terms, the Broker Shares shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor; (i) will ensure that the Offered Shares and the Broker Shares are listed and posted for trading on the CSE and OTC upon their respective dates of issuance; (j) will use the net proceeds of the Offering in the manner specified in the Final Prospectus, subject to the qualifications contained therein; (k) use its commercially reasonable efforts to cause its directors and senior officers to enter into the Form of Lock-Up Agreement attached hereto as Schedule “A”; (l) from the date hereof until 90 days following the Closing Date, not to, without the prior written consent of the Echelon, such consent not to be unreasonably withheld, issue, agree to issue or announce any intention to time issue Common Shares or any securities convertible into into, exchangeable for, or exchangeable otherwise carrying the right to acquire Common Shares (a "Voting Security") without contemporaneously granting to the Purchaser (provided that, at the relevant time, the Purchaser holds not less than 3% of the outstanding Common Shares on an undiluted basis) the irrevocable right and option, exercisable on written notice not later than five days before the closing thereof, to acquire that number of securities being issued that would allow the Purchaser to maintain its proportionate interest as it existed before the issuance, in the total number of voting rights attached to all Voting Securities outstanding after the issue. Any right or option granted under this Section 4.1(10) shall be on the same terms and for Common Sharesthe same consideration as the Voting Securities being issued, other or, if such securities are to be issued for non-cash consideration, for a price in cash representing the fair market value of such non-cash consideration on a per security basis determined by the Corporation in good faith and acting reasonably. The Corporation shall give the Purchaser reasonable notice of any proposed issuance as soon as practicable and in any event not less than 10 days before the scheduled closing thereof, with reasonable particulars thereof, and shall forthwith advise the Purchaser of any anticipated or actual delays and of any anticipated or actual changes in conjunction withterms. The Purchaser's right to exercise such right and option shall be subject to the Corporation obtaining any required approvals from any regulatory authority (including any stock exchange on which the Voting Securities are listed) and, if required by law, obtaining shareholder approval in the manner required by law or imposed by regulatory authority (including any stock exchange) as a condition to granting approval, which approvals the Corporation agrees to use its reasonable best efforts to obtain. This subsection shall not apply to issuances of Voting Securities: (i) under the exchange, transfer, conversion or exercise rights of existing outstanding securitiesexceptions set out in Section 3.1(d); (ii) the issuance of options as contemplated by Section 3.3(7) hereof; (iii) under the Corporation’s any future stock incentive plan, stock option plan, provided that the exercise price of any such options is not less than the Purchase Price; (iii) the issuance of deferred share units or restricted share units under the Corporation’s deferred share unit plan of the Corporation or restricted share unit planother issuances of securities to directors or officers in connection with the performance of their duties; or (iv) existing commitments under an amalgamation to issue securities; (v) an arm’s length acquisition (including to acquire assets or intellectual property rights); (vi) under the Offering; (vii) the issuance of securities to Sprott or affiliates of Sprott in accordance with the applicable agreements with Sprott; or (viii) the issuance of securities in connection with any offtake-related debt financing; (m) which the Corporation shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the U.S. Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction; and will use its reasonable best efforts, in cooperation with the Agents to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect for a period of one year from the date hereof; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectparty.

Covenants of the Corporation. (1) The Corporation hereby covenants to and agrees with the Agents that the CorporationUnderwriter that: (a) the Corporation will advise the AgentsUnderwriter, promptly after receiving notice thereof, of the time when each Offering Document has been filed and when any Dual Prospectus Receipt has been obtained, and will provide evidence satisfactory to the Underwriter of each such filing and a copy of each such Dual Prospectus Receipt; (b) between the date hereof and the date of completion of the Distribution of the Offered Shares, the Corporation will advise the Underwriter, promptly after receiving notice or obtaining knowledge thereof, of: (i) the issuance by any Canadian Securities Regulators in any Qualifying Jurisdiction Commission or the SEC of any order suspending or preventing the use of any of the Offering Documents, including without limitation the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement, or, to the knowledge of the Corporation, the threatening of any such order; (ii) the suspension issuance by any Canadian Securities Commission, the SEC, the TSX or the NYSE MKT of any order having the qualification effect of ceasing or suspending the Distribution of the Offered Shares and or the Broker’s Warrants trading in any securities of the Qualifying Jurisdictions Corporation, or of the institutioninstitution or, to the knowledge of the Corporation, threatening or contemplation of any proceeding for any such purposespurpose; or (iii) any requests made by any Canadian Securities Regulators in Commission or the Qualifying Jurisdictions, SEC for amending or supplementing any of the Preliminary Prospectus, U.S. Preliminary Prospectus, the Final Prospectus, the U.S. Final Prospectus, any Blue Sky Registration, or the U.S. Registration Statement Offering Documents or for additional information, ; and the Corporation will use its best efforts to prevent the issuance of any order referred to in subparagraph (ib)(i) above or subparagraph (b)(ii) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possible; (b) will use commercially reasonable efforts to maintain its status as a “reporting issuer” (or at the equivalent thereof) not in default of the requirements of the Applicable Securities Laws in the Qualifying Jurisdictions, for a period of 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporationearliest possible time; (c) the Corporation will use its commercially reasonable best efforts to maintain obtain the conditional listing of (i) the Offered Shares; and (ii) the Broker Shares issuable upon exercise of the Broker’s Warrants on the CSE, OTC or another recognized stock exchange or quotation system for a period of at least 24 months following TSX by the Closing DateTime, provided that subject only to the foregoing requirement shall not prevent official notice of issuance, and the Corporation from completing a sale of all or substantially all of will use its assets or any transaction which would result in best efforts to have the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote Offered Shares listed and admitted and authorized for trading on the NYSE MKT by shareholders of the CorporationClosing Time; (d) as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the U.S. Securities Act), the Corporation will duly execute make generally available to its security holders and deliver to the Broker Warrant Certificates at Underwriter an earnings statement or statements of the Closing Time Corporation and comply with its Subsidiaries which will satisfy the provisions of Section 11(a) of the U.S. Securities Act and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by Rule 158 under the Corporation;U.S. Securities Act; and (e) will ensure that, at the Closing Time, the Offered Shares shall be duly issued as fully paid and non-assessable Common Shares on payment of the purchase price therefor; (f) will ensure that, at the Closing Time, the Broker’s Warrants shall be duly and validly created and issued and shall have attributes corresponding in all material respects to the description set forth in this Agreement and the Broker’s Warrants Certificates, as applicable; (g) will ensure that at all times following the grant of the Broker’s Warrants and prior to the expiry of the Broker’s Warrants, a sufficient number of Broker Shares are allotted and reserved for issuance upon the due exercise of the Broker’s Warrants in accordance with their terms; (h) will ensure that, upon due exercise of the Broker’s Warrants in accordance with their terms, the Broker Shares shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor; (i) will ensure that the Offered Shares and the Broker Shares are listed and posted for trading on the CSE and OTC upon their respective dates of issuance; (j) will use the net proceeds from the Offering as described in the Pricing Disclosure Package and the Prospectuses. (2) Prior to the completion of the Offering in Distribution of the manner specified in Offered Shares, the Final Prospectus, subject Corporation will file all documents required to be filed with or furnished to the qualifications contained therein;Canadian Securities Commissions and the SEC pursuant to Applicable Securities Laws. (k3) use its commercially reasonable efforts The Corporation will promptly notify the Underwriter if the Corporation ceases to cause its directors be an Emerging Growth Company at any time prior to the later of (i) completion of the Distribution of the Offered Shares within the meaning of the U.S. Securities Act and senior officers (ii) completion of the 90-day restricted period referred to enter into the Form of Lock-Up Agreement attached hereto as Schedule “A”;in Section 11(4) hereof. (l4) from Except as contemplated by this Agreement, the date hereof until 90 days following the Closing Date, not toCorporation will not, without the prior written consent of the Echelon, such consent Underwriter (not to be unreasonably withheld), directly or indirectly issue, offer, pledge, sell, contract to sell, contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer, lend or dispose of directly or indirectly, any Common Shares or securities or other financial instruments convertible into or having the right to acquire Common Shares or enter into any agreement or arrangement under which the Corporation would acquire or transfer to another, in whole or in part, any of the economic consequences of ownership of Common Shares, whether that agreement or arrangement may be settled by the delivery of Common Shares or other securities or cash, or agree to issue become bound to do so, or announce disclose to the public any intention to do so, during the period from the date hereof and ending 90 days following the Closing Date; provided that, notwithstanding the foregoing, the Corporation may (i) issue Common Shares or any securities convertible into or exchangeable for Common SharesShares or rights involving any of the economic consequences of ownership of Common Shares pursuant to any equity incentive plan, stock ownership or purchase plan, dividend reinvestment plan or other than equity plan in conjunction with: (i) effect on the exchangedate hereof or described in the Corporation’s management information circular dated January 3, transfer, conversion or exercise rights of existing outstanding securities2017; and (ii) issue Common Shares issuable upon the issuance conversion, exchange or exercise of convertible or exchangeable securities or the exercise of warrants or options outstanding on the date hereof. In addition, the Corporation shall not file a prospectus under Canadian Securities Laws or a registration statement under the Corporation’s stock option plan, provided that the exercise price of any such options is not less than the Purchase Price; (iii) the issuance of deferred share units or restricted share units under the Corporation’s deferred share unit plan or restricted share unit plan; (iv) existing commitments to issue securities; (v) an arm’s length acquisition (including to acquire assets or intellectual property rights); (vi) under the Offering; (vii) the issuance of securities to Sprott or affiliates of Sprott in accordance with the applicable agreements with Sprott; or (viii) the issuance of securities U.S. Securities Act in connection with any offtake-related debt financing; (m) transaction by the Corporation shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the U.S. Securities Act) person that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it would require shareholder approval prior is prohibited pursuant to the closing of such other transaction unless shareholder approval is obtained before foregoing, except as pursuant to the closing of such subsequent transaction; Offering and will use its reasonable best efforts, in cooperation with the Agents for registration statements on Form S-8 relating to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect for a period of one year from the date hereof; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectemployee benefit plans.

Covenants of the Corporation. The Corporation hereby covenants to the Agents Agent that the Corporation: (a) will advise the AgentsAgent, promptly after receiving notice thereof, of the time when the Final Prospectus and any Supplementary Material has been filed and receipts therefor have been obtained pursuant to the Passport System and will provide evidence reasonably satisfactory to the Agent of each such filing and copies of such receipts; (b) will advise the Agent, promptly after receiving notice or obtaining knowledge thereof, of: (i) the issuance by any Canadian Securities Regulators in any Qualifying Jurisdiction of any order suspending or preventing the use of the Preliminary Prospectus, the Final Prospectus or any of the Offering DocumentsSupplementary Material; (ii) the suspension institution, threatening or contemplation of any proceeding for any such purposes; (iii) any order, ruling, or determination having the effect of suspending the sale or ceasing the trading in any securities of the qualification of Corporation (including the Offered Shares and the Broker’s Warrants in Shares) has been issued by any of the Qualifying Jurisdictions Securities Regulator or the institution, threatening or contemplation of any proceeding for any such purposes; or (iiiiv) any requests made by any Canadian Securities Regulators in the Qualifying Jurisdictions, for amending or supplementing the Preliminary Prospectus, U.S. Preliminary Prospectus, the Final Prospectus, the U.S. Final Prospectus, any Blue Sky Registration, or the U.S. Registration Statement Prospectus or for additional information, and will use its best commercially reasonable efforts to prevent the issuance of any order referred to in (i) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possible; (bc) except to the extent the Corporation participates in a merger or business combination transaction which the Corporation’s board of directors determines is in the best interest of the Corporation and following which the Corporation will be in a position to apply to Canadian Securities Regulators to cease to be a “reporting issuer”, will use its commercially reasonable efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the Applicable Securities Laws in of each of the Qualifying Jurisdictions, for a period of Jurisdictions to the date which is 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (cd) except to the extent the Corporation participates in a merger or business combination transaction which the Corporation’s board of directors determines is in the best interest of the Corporation and following which the Corporation is not listed on the CSE, the Corporation will use its commercially reasonable efforts to maintain the listing of (i) the Offered Shares; and (ii) the Broker Common Shares issuable upon exercise of the Broker’s Warrants on the CSE, OTC CSE or another such other recognized stock exchange or quotation system for a period of at least as the Agent may approve, acting reasonably, to the date that is 24 months following the Closing Date, provided that the foregoing requirement shall not prevent Date so long as the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in meets the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders minimum listing requirements of the Corporation; (d) will duly execute and deliver the Broker Warrant Certificates at the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with CSE or satisfied by the Corporationsuch other exchange or quotation system; (e) will ensure that, at during the Closing Timedistribution of the Offered Shares, the Offered Shares shall be duly issued as fully paid Corporation will consult with the Agent and non-assessable Common Shares on payment promptly provide to the Agent drafts of any press releases of the purchase price therefor;Corporation for review by the Agent and the Agent's counsel prior to issuance, provided that any such review will be completed in a timely manner; and (f) will ensure that, at the Closing Time, the Broker’s Warrants shall be duly and validly created and issued and shall have attributes corresponding in all material respects to the description set forth in this Agreement and the Broker’s Warrants Certificates, as applicable; (g) will ensure that at all times following the grant of the Broker’s Warrants and prior to the expiry of the Broker’s Warrants, a sufficient number of Broker Shares are allotted and reserved for issuance upon the due exercise of the Broker’s Warrants in accordance with their terms; (h) will ensure that, upon due exercise of the Broker’s Warrants in accordance with their terms, the Broker Shares shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor; (i) will ensure that the Offered Shares and the Broker Shares are listed and posted for trading on the CSE and OTC upon their respective dates of issuance; (j) will use the net proceeds of the Offering contemplated herein in the manner specified in the Final Prospectus, and subject to the qualifications contained therein; (k) use its commercially reasonable efforts to cause its directors and senior officers to enter into described in the Form of Lock-Up Agreement attached hereto as Schedule “A”; (l) from the date hereof until 90 days following the Closing Date, not to, without the prior written consent of the Echelon, such consent not to be unreasonably withheld, issue, agree to issue or announce any intention to issue Common Shares or any securities convertible into or exchangeable for Common Shares, other than in conjunction with: (i) the exchange, transfer, conversion or exercise rights of existing outstanding securities; (ii) the issuance of options Prospectus under the Corporation’s stock option plan, provided that the exercise price heading “Use of any such options is not less than the Purchase Price; (iii) the issuance of deferred share units or restricted share units under the Corporation’s deferred share unit plan or restricted share unit plan; (iv) existing commitments to issue securities; (v) an arm’s length acquisition (including to acquire assets or intellectual property rights); (vi) under the Offering; (vii) the issuance of securities to Sprott or affiliates of Sprott in accordance with the applicable agreements with Sprott; or (viii) the issuance of securities in connection with any offtake-related debt financing; (m) the Corporation shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the U.S. Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction; and will use its reasonable best efforts, in cooperation with the Agents to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect for a period of one year from the date hereof; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectProceeds”.

Covenants of the Corporation. (a) The Corporation hereby covenants to with the Agents that Agent and the Corporation: (a) will advise the Agents, promptly after receiving notice or obtaining knowledge thereof, ofPurchasers that: (i) the issuance by any Securities Regulators Corporation will use its best efforts at all times for the period of twenty-four (24) months from the Closing Date to remain a reporting issuer in any Qualifying Jurisdiction all such provinces where it is presently a reporting issuer, or has similar status, not in default of any order suspending or preventing the use of any requirements of the Offering DocumentsCanadian Securities Laws applicable in such provinces; (ii) the suspension Corporation will use its best efforts to have the Underlying Shares listed on AMEX and to maintain the listing of the qualification Common Shares on AMEX at all times until at least twenty-four (24) months from the Closing Date; (iii) as promptly as practicable after the Closing Date, the Corporation will file the Registration Statement with the SEC and thereafter use its best efforts to have the Registration Statement declared effective by the SEC; (iv) during the period of 180 days following the Closing Date, the Corporation will not issue or announce the issuance of any Common Shares or any securities convertible into Common Shares, without the prior consent of the Offered Shares and the Broker’s Warrants in Agent, acting reasonably, other than: (a) options granted pursuant to any of the Qualifying Jurisdictions Corporation’s stock option plans or stock purchase plans; (b) any Common Shares issued pursuant to the institution, threatening or contemplation exercise of any proceeding for any options granted pursuant to such purposesstock option or stock purchase plans; or (iiic) pursuant to non-brokered private placement transactions contemplated to be completed simultaneously with the closing of the Offering, provided such transactions comply with the paragraph (v) below; (v) none of the Corporation, its subsidiaries, any requests of their affiliates, or any person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of any of the Offered Securities under the U.S. Securities Act or cause this offering of the Offered Securities to be integrated with prior or concurrent offerings by the Corporation for purposes of the U.S. Securities Act or any Securities Regulators applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Corporation are listed or designated. None of the Corporation, its subsidiaries, their affiliates and any person acting on their behalf will take any action or steps referred to in the Qualifying Jurisdictions, preceding sentence that would require registration of any of the Offered Securities under the U.S. Securities Act or cause the offering of the Offered Securities to be integrated with other offerings; (vi) the Corporation will take all steps necessary to: (A) authorize the execution and delivery of the Agreements; (B) authorize the issue of the Underlying Shares and ensure that sufficient unreserved Common Shares are available for amending or supplementing the Preliminary Prospectus, U.S. Preliminary Prospectusissuance of the Underlying Shares; (C) authorize the creation of the Warrants, the Final ProspectusRights, the U.S. Final ProspectusCompensation Options and the Compensation Rights; and (D) ensure that the Underlying Shares are or will be upon their issue listed and posted for trading on AMEX or any other stock exchange on which the Common Shares are listed for trading from time to time; (vii) the Corporation will fulfill all legal requirements applicable to it to permit the offering and sale of the Offered Securities including, without limitation, compliance with all Canadian Securities Laws, to enable the Offered Securities to be offered for sale and sold to Purchasers without the necessity of filing a prospectus or registration statement in the Offering Provinces or in any Blue Sky Registration, or other jurisdiction; (viii) the U.S. Registration Statement or for additional information, Corporation will at all times prior to the Closing Date allow the Agent and its representatives to conduct all due diligence which the Agent may reasonably require and will use its best efforts to prevent make available the issuance Corporation’s senior management, counsel, auditors, independent engineers and other applicable experts to answer any questions which the Agent (or another syndicate member) has or may have, including, without limiting the generality of the foregoing, any order referred questions posed at one or more due diligence sessions to be held prior to the Closing Time, for which the Agent (or its counsel) shall distribute in advance a list of written questions to be answered thereat and to which the Corporation shall provide written responses, at or prior to each session, and the Corporation shall use its reasonable best efforts to have written responses provided at or prior to each session by its outside consultants, auditors, independent engineers and other experts who have been asked by the Agent (ior another syndicate member) above and, if any such order is issued, or its counsel to obtain the withdrawal thereof as quickly as possibleattend thereat to respond to questions; (bix) the Corporation will use commercially reasonable its best efforts to maintain its status as a “reporting issuer” (fulfill, at or the equivalent thereof) not in default of the requirements of the Applicable Securities Laws in the Qualifying Jurisdictions, for a period of 24 months following prior to the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders each of the Corporationconditions set out in Section 8; (c) will use its commercially reasonable efforts to maintain the listing of (ix) the Offered Shares; and (ii) the Broker Shares issuable upon exercise of the Broker’s Warrants on the CSE, OTC or another recognized stock exchange or quotation system for a period of at least 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (d) will duly execute and deliver the Broker Warrant Certificates at the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Corporation; (e) will ensure that, at the Closing Time, the Offered Shares shall be duly issued as fully paid and non-assessable Common Shares on payment of the purchase price therefor; (f) will ensure that, at the Closing Time, the Broker’s Warrants shall be duly and validly created and issued and shall have attributes corresponding in all material respects to the description set forth in this Agreement and the Broker’s Warrants Certificates, as applicable; (g) will ensure that at all times following the grant of the Broker’s Warrants and prior to the expiry of the Broker’s Warrants, a sufficient number of Broker Shares are allotted and reserved for issuance upon the due exercise of the Broker’s Warrants in accordance with their terms; (h) will ensure that, upon due exercise of the Broker’s Warrants in accordance with their terms, the Broker Shares shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor; (i) will ensure that the Offered Shares and the Broker Shares are listed and posted for trading on the CSE and OTC upon their respective dates of issuance; (j) will use the net proceeds derived from the issue and sale of the Offered Securities for: (A) exploration, drilling and development of the exploration blocks known as CB-ONN-2002/2, CX-XXX-0000/0, XX-XXX-0000/0 and CB-ONN-2003/2 and all other exploration blocks as required in India; and (B) general corporate purposes; (xi) the Corporation will use its best efforts to obtain the necessary regulatory consents from the securities regulatory authorities in each of the Offering Provinces in respect of the manner specified in the Final Prospectustransactions contemplated by this agreement, subject on such terms as are mutually acceptable to the qualifications contained therein;Agent and the Corporation, acting reasonably; and (k) use its commercially reasonable efforts to cause its directors and senior officers to enter into the Form of Lock-Up Agreement attached hereto as Schedule “A”; (l) from the date hereof until 90 days following the Closing Date, not to, without the prior written consent of the Echelon, such consent not to be unreasonably withheld, issue, agree to issue or announce any intention to issue Common Shares or any securities convertible into or exchangeable for Common Shares, other than in conjunction with: (i) the exchange, transfer, conversion or exercise rights of existing outstanding securities; (ii) the issuance of options under the Corporation’s stock option plan, provided that the exercise price of any such options is not less than the Purchase Price; (iii) the issuance of deferred share units or restricted share units under the Corporation’s deferred share unit plan or restricted share unit plan; (iv) existing commitments to issue securities; (v) an arm’s length acquisition (including to acquire assets or intellectual property rights); (vi) under the Offering; (vii) the issuance of securities to Sprott or affiliates of Sprott in accordance with the applicable agreements with Sprott; or (viii) the issuance of securities in connection with any offtake-related debt financing; (mxii) the Corporation shall not sellwill forthwith after the Closing file such documents as may be required under the Canadian Securities Laws relating to the Offering which, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 without limiting the generality of the U.S. foregoing, shall include a Form 45-501F1 as prescribed by the Securities ActAct (Ontario) that would be integrated with and the offer or sale equivalent in each of the Securities for purposes of the rules and regulations of any trading market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction; and will use its reasonable best efforts, in cooperation with the Agents to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect for a period of one year from the date hereof; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectOffering Provinces.

Covenants of the Corporation. The Corporation hereby covenants to the Agents Agent that the Corporation: (a) will advise the AgentsAgent, promptly after receiving notice thereof, of the time when the Final Prospectus and any Supplementary Material has been filed and receipts therefor have been obtained pursuant to the Passport System and will provide evidence reasonably satisfactory to the Agent of each such filing and copies of such receipts; (b) will advise the Agent, promptly after receiving notice or obtaining knowledge thereof, of: (i) the issuance by any Canadian Securities Regulators in any Qualifying Jurisdiction of any order suspending or preventing the use of the Preliminary Prospectus, the Final Prospectus or any of the Offering DocumentsSupplementary Material; (ii) the suspension institution, threatening or contemplation of any proceeding for any such purposes; (iii) any order, ruling, or determination having the effect of suspending the sale or ceasing the trading in any securities of the qualification of Corporation (including the Offered Shares and the Broker’s Warrants in Units) has been issued by any of the Qualifying Jurisdictions Securities Regulator or the institution, threatening or contemplation of any proceeding for any such purposes; or (iiiiv) any requests made by any Canadian Securities Regulators in the Qualifying Jurisdictions, for amending or supplementing the Preliminary Prospectus, U.S. Preliminary Prospectus, the Final Prospectus, the U.S. Final Prospectus, any Blue Sky Registration, or the U.S. Registration Statement Prospectus or for additional information, and will use its best commercially reasonable efforts to prevent the issuance of any order referred to in (i) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possible; (bc) except to the extent the Corporation participates in a merger or business combination transaction which the Corporation’s board of directors determines is in the best interest of the Corporation and following which the Corporation will be in a position to apply to Canadian Securities Regulators to cease to be a “reporting issuer”, will use its commercially reasonable efforts to maintain its status as a “reporting issuer” (or issuer”(or the equivalent thereof) not in default of the requirements of the Applicable Securities Laws in of each of the Qualifying Jurisdictions, for a period of Jurisdictions to the date which is 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (cd) except to the extent the Corporation participates in a merger or business combination transaction which the Corporation’s board of directors determines is in the best interest of the Corporation and following which the Corporation is not listed on the CSE, the Corporation will use its commercially reasonable efforts to maintain the listing of (i) the Offered Shares; and (ii) the Broker Common Shares issuable upon exercise of the Broker’s Warrants on the CSE, OTC CSE or another such other recognized stock exchange or quotation system for a period of at least as the Agent may approve, acting reasonably, to the date that is 24 months following the Closing Date, provided that the foregoing requirement shall not prevent Date so long as the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in meets the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders minimum listing requirements of the Corporation; (d) will duly execute and deliver the Broker Warrant Certificates at the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with CSE or satisfied by the Corporationsuch other exchange or quotation system; (e) will ensure that, at all times until the Closing Timecompletion of the distribution of the Offered Units or the date on which the Agent has exercised their termination rights pursuant to Section 13 of this Agreement, the Offered Shares shall Corporation will, to the satisfaction of counsel to the Agents, acting reasonably, promptly take or cause to be duly issued as fully paid taken all additional steps and non-assessable Common Shares on payment proceedings that may be required from time to time under Securities Laws of the purchase price thereforQualifying Jurisdictions to continue to so qualify the Offered Units, and the Compensation Options; (f) will ensure that, at during the Closing Timedistribution of the Offered Units, the Broker’s Warrants shall be duly Corporation will consult with the Agent and validly created and issued and shall have attributes corresponding in all material respects promptly provide to the description set forth in this Agreement Agent drafts of any press releases of the Corporation for review by the Agent and the Broker’s Warrants CertificatesAgesnctou’nsel prior to issuance, as applicable;provided that any such review will be completed in a timely manner; and (g) will ensure that at all times following the grant of the Broker’s Warrants and prior to the expiry of the Broker’s Warrants, a sufficient number of Broker Shares are allotted and reserved for issuance upon the due exercise of the Broker’s Warrants in accordance with their terms; (h) will ensure that, upon due exercise of the Broker’s Warrants in accordance with their terms, the Broker Shares shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor; (i) will ensure that the Offered Shares and the Broker Shares are listed and posted for trading on the CSE and OTC upon their respective dates of issuance; (j) will use the net proceeds of the Offering contemplated herein in the manner specified in the Final Prospectus, and subject to the qualifications contained therein; (k) use its commercially reasonable efforts to cause its directors and senior officers to enter into described in the Form of Lock-Up Agreement attached hereto as Schedule “A”; (l) from the date hereof until 90 days following the Closing Date, not to, without the prior written consent of the Echelon, such consent not to be unreasonably withheld, issue, agree to issue or announce any intention to issue Common Shares or any securities convertible into or exchangeable for Common Shares, other than in conjunction with: (i) the exchange, transfer, conversion or exercise rights of existing outstanding securities; (ii) the issuance of options Prospectus under the Corporation’s stock option plan, provided that the exercise price heading “Use of any such options is not less than the Purchase Price; (iii) the issuance of deferred share units or restricted share units under the Corporation’s deferred share unit plan or restricted share unit plan; (iv) existing commitments to issue securities; (v) an arm’s length acquisition (including to acquire assets or intellectual property rights); (vi) under the Offering; (vii) the issuance of securities to Sprott or affiliates of Sprott in accordance with the applicable agreements with Sprott; or (viii) the issuance of securities in connection with any offtake-related debt financing; (m) the Corporation shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the U.S. Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction; and will use its reasonable best efforts, in cooperation with the Agents to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect for a period of one year from the date hereof; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectProceeds”.

Covenants of the Corporation. The Corporation hereby covenants to the Agents Agent that the Corporation: (a) will advise the AgentsAgent, promptly after receiving notice thereof, of the time when the Final Prospectus and any Supplementary Material has been filed and receipts therefor have been obtained pursuant to the Passport System and will provide evidence reasonably satisfactory to the Agent of each such filing and copies of such receipts; (b) will advise the Agent, promptly after receiving notice or obtaining knowledge thereof, of: (i) the issuance by any Canadian Securities Regulators in any Qualifying Jurisdiction of any order suspending or preventing the use of the Preliminary Prospectus, the Final Prospectus or any of the Offering DocumentsSupplementary Material; (ii) the suspension institution, threatening or contemplation of any proceeding for any such purposes; (iii) any order, ruling, or determination having the effect of suspending the sale or ceasing the trading in any securities of the qualification of Corporation (including the Offered Shares and the Broker’s Warrants in Shares) has been issued by any of the Qualifying Jurisdictions Securities Regulator or the institution, threatening or contemplation of any proceeding for any such purposes; or (iiiiv) any requests made by any Canadian Securities Regulators in the Qualifying Jurisdictions, for amending or supplementing the Preliminary Prospectus, U.S. Preliminary Prospectus, Prospectus or the Final Prospectus, the U.S. Final Prospectus, any Blue Sky Registration, or the U.S. Registration Statement Prospectus or for additional information, and will use its best commercially reasonable efforts to prevent the issuance of any order referred to in (i) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possible; (bc) except to the extent the Corporation participates in a merger or business combination transaction which the Corporation’s board of directors determines is in the best interest of the Corporation and following which the Corporation is not a “reporting issuer”, will use commercially its reasonable best efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the Applicable Securities Laws in of each of the Qualifying Jurisdictions, for a period of Jurisdictions to the date which is 24 months following the Closing Listing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (cd) except to the extent the Corporation participates in a merger or business combination transaction and following which the Corporation is not listed on the CSE, the Corporation will use its commercially reasonable best efforts to maintain the listing of (i) the Offered Shares; and (ii) the Broker Common Shares issuable upon exercise of the Broker’s Warrants on the CSE, OTC CSE or another such other recognized stock exchange or quotation system for a period of at least as the Agent may approve, acting reasonably, to the date that is 24 months following the Closing Date, provided that the foregoing requirement shall not prevent Date so long as the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in meets the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders minimum listing requirements of the Corporation; (d) will duly execute and deliver the Broker Warrant Certificates at the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with CSE or satisfied by the Corporationsuch other exchange or quotation system; (e) will ensure that, at during the Closing Timedistribution of the Offered Shares, the Offered Shares shall be duly issued as fully paid Corporation will consult with the Agent and non-assessable Common Shares on payment promptly provide to the Agent drafts of any press releases of the purchase price thereforCorporation for review by the Agent and the Agent's counsel prior to issuance, and any press release issued concerning the Offering shall include the following: “This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered to sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.” provided that any such review will be completed in a timely manner; (f) during the distribution of the Offered Shares, no press release will ensure that, at be issued in the Closing Time, United States by the Broker’s Warrants shall be duly and validly created and issued and shall have attributes corresponding in all material respects to Corporation concerning the description set forth in this Agreement and the Broker’s Warrants Certificates, as applicable;Offering; and (g) will ensure that at all times following the grant of the Broker’s Warrants and prior to the expiry of the Broker’s Warrants, a sufficient number of Broker Shares are allotted and reserved for issuance upon the due exercise of the Broker’s Warrants in accordance with their terms; (h) will ensure that, upon due exercise of the Broker’s Warrants in accordance with their terms, the Broker Shares shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor; (i) will ensure that the Offered Shares and the Broker Shares are listed and posted for trading on the CSE and OTC upon their respective dates of issuance; (j) will use the net proceeds of the Offering contemplated herein in the manner specified in the Final Prospectus, and subject to the qualifications contained therein; (k) use its commercially reasonable efforts to cause its directors and senior officers to enter into described in the Form of Lock-Up Agreement attached hereto as Schedule “A”; (l) from the date hereof until 90 days following the Closing Date, not to, without the prior written consent of the Echelon, such consent not to be unreasonably withheld, issue, agree to issue or announce any intention to issue Common Shares or any securities convertible into or exchangeable for Common Shares, other than in conjunction with: (i) the exchange, transfer, conversion or exercise rights of existing outstanding securities; (ii) the issuance of options Prospectus under the Corporation’s stock option plan, provided that the exercise price heading “Use of any such options is not less than the Purchase Price; (iii) the issuance of deferred share units or restricted share units under the Corporation’s deferred share unit plan or restricted share unit plan; (iv) existing commitments to issue securities; (v) an arm’s length acquisition (including to acquire assets or intellectual property rights); (vi) under the Offering; (vii) the issuance of securities to Sprott or affiliates of Sprott in accordance with the applicable agreements with Sprott; or (viii) the issuance of securities in connection with any offtake-related debt financing; (m) the Corporation shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the U.S. Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction; and will use its reasonable best efforts, in cooperation with the Agents to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect for a period of one year from the date hereof; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectProceeds”.

Covenants of the Corporation. The Corporation hereby covenants to the Agents Agent that the Corporation: (a) will advise the AgentsAgent, promptly after receiving notice thereof, of the time when the Final Prospectus and any Supplementary Material has been filed and receipts therefor have been obtained pursuant to the Passport System and will provide evidence reasonably satisfactory to the Agent of each such filing and copies of such receipts; (b) will advise the Agent, promptly after receiving notice or obtaining knowledge thereof, of: (i) the issuance by any Canadian Securities Regulators in any Qualifying Jurisdiction of any order suspending or preventing the use of the Preliminary Prospectus, the Final Prospectus or any of the Offering DocumentsSupplementary Material; (ii) the suspension institution, threatening or contemplation of any proceeding for any such purposes; (iii) any order, ruling, or determination having the effect of suspending the sale or ceasing the trading in any securities of the qualification of Corporation (including the Offered Shares and the Broker’s Warrants in Shares) has been issued by any of the Qualifying Jurisdictions Securities Regulator or the institution, threatening or contemplation of any proceeding for any such purposes; or (iiiiv) any requests made by any Canadian Securities Regulators in the Qualifying Jurisdictions, for amending or supplementing the Preliminary Prospectus, U.S. Preliminary Prospectus, Prospectus or the Final Prospectus, the U.S. Final Prospectus, any Blue Sky Registration, or the U.S. Registration Statement Prospectus or for additional information, and will use its best commercially reasonable efforts to prevent the issuance of any order referred to in (i) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possible; (bc) except to the extent the Corporation participates in a merger or business combination transaction which the Corporation’s board of directors determines is in the best interest of the Corporation and following which the Corporation is not a “reporting issuer”, will use commercially its reasonable best efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the Applicable Securities Laws in of each of the Qualifying Jurisdictions, for a period of Jurisdictions to the date which is 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (cd) except to the extent the Corporation participates in a merger or business combination transaction which the Corporation’s board of directors determines is in the best interest of the Corporation and following which the Corporation is not listed on the TSXV, the Corporation will use its commercially reasonable best efforts to maintain the listing of (i) the Offered Shares; and (ii) the Broker Common Shares issuable upon exercise of the Broker’s Warrants on the CSE, OTC TSXV or another such other recognized stock exchange or quotation system for a period of at least as the Agent may approve, acting reasonably, to the date that is 24 months following the Closing Date, provided that the foregoing requirement shall not prevent Date so long as the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in meets the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders minimum listing requirements of the Corporation; (d) will duly execute and deliver the Broker Warrant Certificates at the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with TSXV or satisfied by the Corporationsuch other exchange or quotation system; (e) will ensure that, at during the Closing Timedistribution of the Offered Shares, the Offered Shares shall be duly issued as fully paid Corporation will consult with the Agent and non-assessable Common Shares on payment promptly provide to the Agent drafts of any press releases of the purchase price therefor;Corporation for review by the Agent and the Agent's counsel prior to issuance, provided that any such review will be completed in a timely manner. In addition, if required by the relevant Securities Laws or any applicable United States securities law or regulation, any press release announcing or otherwise referring to the Offering shall not be disseminated in the United States and shall include an appropriate notation on each page as follows: “Not for distribution to United States newswire services or for dissemination in the United States”; and (f) will ensure that, at the Closing Time, the Broker’s Warrants shall be duly and validly created and issued and shall have attributes corresponding in all material respects to the description set forth in this Agreement and the Broker’s Warrants Certificates, as applicable; (g) will ensure that at all times following the grant of the Broker’s Warrants and prior to the expiry of the Broker’s Warrants, a sufficient number of Broker Shares are allotted and reserved for issuance upon the due exercise of the Broker’s Warrants in accordance with their terms; (h) will ensure that, upon due exercise of the Broker’s Warrants in accordance with their terms, the Broker Shares shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor; (i) will ensure that the Offered Shares and the Broker Shares are listed and posted for trading on the CSE and OTC upon their respective dates of issuance; (j) will use the net proceeds of the Offering contemplated herein in the manner specified in the Final Prospectus, and subject to the qualifications contained therein; (k) use its commercially reasonable efforts to cause its directors and senior officers to enter into described in the Form of Lock-Up Agreement attached hereto as Schedule “A”; (l) from the date hereof until 90 days following the Closing Date, not to, without the prior written consent of the Echelon, such consent not to be unreasonably withheld, issue, agree to issue or announce any intention to issue Common Shares or any securities convertible into or exchangeable for Common Shares, other than in conjunction with: (i) the exchange, transfer, conversion or exercise rights of existing outstanding securities; (ii) the issuance of options Prospectus under the Corporation’s stock option plan, provided that the exercise price heading “Use of any such options is not less than the Purchase Price; (iii) the issuance of deferred share units or restricted share units under the Corporation’s deferred share unit plan or restricted share unit plan; (iv) existing commitments to issue securities; (v) an arm’s length acquisition (including to acquire assets or intellectual property rights); (vi) under the Offering; (vii) the issuance of securities to Sprott or affiliates of Sprott in accordance with the applicable agreements with Sprott; or (viii) the issuance of securities in connection with any offtake-related debt financing; (m) the Corporation shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the U.S. Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction; and will use its reasonable best efforts, in cooperation with the Agents to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect for a period of one year from the date hereof; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectProceeds”.

Covenants of the Corporation. The Corporation hereby covenants to the Agents Agent that the Corporation: (a) will advise the AgentsAgent, promptly after receiving notice thereof, of the time when the Final Prospectus and any Supplementary Material has been filed and receipts therefor have been obtained pursuant to the Passport System and will provide evidence reasonably satisfactory to the Agent of each such filing and copies of such receipts; (b) will advise the Agent, promptly after receiving notice or obtaining knowledge thereof, of: (i) the issuance by any Canadian Securities Regulators in any Qualifying Jurisdiction of any order suspending or preventing the use of the Preliminary Prospectus, the Final Prospectus or any of the Offering DocumentsSupplementary Material; (ii) the suspension institution, threatening or contemplation of any proceeding for any such purposes; (iii) any order, ruling, or determination having the effect of suspending the sale or ceasing the trading in any securities of the qualification of Corporation (including the Offered Shares and the Broker’s Warrants in Units) has been issued by any of the Qualifying Jurisdictions Securities Regulator or the institution, threatening or contemplation of any proceeding for any such purposes; or (iiiiv) any requests made by any Canadian Securities Regulators in the Qualifying Jurisdictions, for amending or supplementing the Preliminary Prospectus, U.S. Preliminary Prospectus, Prospectus or the Final Prospectus, the U.S. Final Prospectus, any Blue Sky Registration, or the U.S. Registration Statement Prospectus or for additional information, and will use its best commercially reasonable efforts to prevent the issuance of any order referred to in (i) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possible; (bc) except to the extent the Corporation participates in a merger or business combination transaction which the Corporation’s board of directors determines is in the best interest of the Corporation and following which the Corporation is not a “reporting issuer”, will use commercially its reasonable best efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the Applicable Securities Laws in of each of the Qualifying Jurisdictions, for a period of Jurisdictions to the date which is 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (cd) except to the extent the Corporation participates in a merger or business combination transaction which the Corporation’s board of directors determines is in the best interest of the Corporation and following which the Corporation is not listed on the CSE, the Corporation will use its commercially reasonable best efforts to maintain the listing of (i) the Offered Shares; and (ii) the Broker Common Shares issuable upon exercise of the Broker’s Warrants on the CSE, OTC CSE or another such other recognized stock exchange or quotation system for a period of at least as the Agent may approve, acting reasonably, to the date that is 24 months following the Closing Date, provided that the foregoing requirement shall not prevent Date so long as the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in meets the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders minimum listing requirements of the Corporation; (d) will duly execute and deliver the Broker Warrant Certificates at the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with CSE or satisfied by the Corporationsuch other exchange or quotation system; (e) will ensure that, at during the Closing Timedistribution of the Offered Units, the Offered Shares shall be duly issued as fully paid Corporation will consult with the Agent and non-assessable Common Shares on payment promptly provide to the Agent drafts of any press releases of the purchase price therefor;Corporation for review by the Agent and the Agent's counsel prior to issuance, provided that any such review will be completed in a timely manner; and (f) will ensure that, at the Closing Time, the Broker’s Warrants shall be duly and validly created and issued and shall have attributes corresponding in all material respects to the description set forth in this Agreement and the Broker’s Warrants Certificates, as applicable; (g) will ensure that at all times following the grant of the Broker’s Warrants and prior to the expiry of the Broker’s Warrants, a sufficient number of Broker Shares are allotted and reserved for issuance upon the due exercise of the Broker’s Warrants in accordance with their terms; (h) will ensure that, upon due exercise of the Broker’s Warrants in accordance with their terms, the Broker Shares shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor; (i) will ensure that the Offered Shares and the Broker Shares are listed and posted for trading on the CSE and OTC upon their respective dates of issuance; (j) will use the net proceeds of the Offering contemplated herein in the manner specified in the Final Prospectus, and subject to the qualifications contained therein; (k) use its commercially reasonable efforts to cause its directors and senior officers to enter into described in the Form of Lock-Up Agreement attached hereto as Schedule “A”; (l) from the date hereof until 90 days following the Closing Date, not to, without the prior written consent of the Echelon, such consent not to be unreasonably withheld, issue, agree to issue or announce any intention to issue Common Shares or any securities convertible into or exchangeable for Common Shares, other than in conjunction with: (i) the exchange, transfer, conversion or exercise rights of existing outstanding securities; (ii) the issuance of options Prospectus under the Corporation’s stock option plan, provided that the exercise price heading “Use of any such options is not less than the Purchase Price; (iii) the issuance of deferred share units or restricted share units under the Corporation’s deferred share unit plan or restricted share unit plan; (iv) existing commitments to issue securities; (v) an arm’s length acquisition (including to acquire assets or intellectual property rights); (vi) under the Offering; (vii) the issuance of securities to Sprott or affiliates of Sprott in accordance with the applicable agreements with Sprott; or (viii) the issuance of securities in connection with any offtake-related debt financing; (m) the Corporation shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the U.S. Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction; and will use its reasonable best efforts, in cooperation with the Agents to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect for a period of one year from the date hereof; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectProceeds”.

Covenants of the Corporation. The Corporation hereby covenants to with the Agents Agent that the CorporationCorporation shall during the period from the date of this Agreement until the first to occur of (i) the Qualification Date, and (ii) the day that is four months and one day after the Proposed Acquisition: (a) will promptly provide to the Agent copies of any filings made by the Corporation or the Subsidiary of information relating to the Offering with any Securities Commissions or any regulatory body in Canada, United States or any other jurisdiction; (b) promptly provide to the Agent drafts of any press releases and other public documents of the Corporation relating to the Offering for review by the Agent prior to issuance, and give the Agent a reasonable opportunity to provide comments on any such press release or other public document, subject to the Corporation’s timely disclosure obligations under applicable Securities Laws; (c) from the time it has filed a Preliminary Qualification Prospectus, promptly inform the Agent in writing of the particulars of: (i) any material change (whether actual, anticipated, contemplated or proposed by, or threatened), financial or otherwise, in the assets, liabilities (contingent or otherwise), business, affairs, prospects, operations, cash flow or capital of the Corporation and its Subsidiary, taken as a whole; (ii) any material fact which has arisen or has been discovered or any new material fact which would have been required to have been stated in the Offering Documents had that fact arisen or been discovered on, or prior to, the date of any of the Offering Documents, as the case may be; or (iii) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact or any new material fact) contained or incorporated by reference in any of the Offering Documents or whether any event or state of facts has occurred after the date of this Agreement, which, in any case, is of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in any misrepresentation in any of the Offering Documents including as a result of any of the Offering Documents containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or misleading in the light of the circumstances in which it was made, which would result in any Offering Document not complying with applicable Securities Laws or which would reasonably be expected to have an effect on the market price or value of the Common Shares; (iv) advise the AgentsAgent, promptly after receiving notice or obtaining knowledge thereof, of: during the period shall during the period from the date of this Agreement until the first to occur of the Qualification Date, and (ii) the day that is four months and one day after the Closing Date: (i) the issuance by any Securities Regulators in any Qualifying Jurisdiction Commission or similar regulatory authority of any order suspending or preventing the use of any of the Offering Documents; Document; (ii) the suspension of the qualification of the Offered Shares and Units issuable upon exercise of the Broker’s Special Warrants in any of the Qualifying Jurisdictions or Jurisdictions; (iii) the institution, threatening or contemplation of any proceeding for any such purposes; or (iiiiv) any requests made by any Securities Regulators in the Qualifying Jurisdictions, Commission or similar regulatory authority for information amending or supplementing any of the Preliminary Prospectus, U.S. Preliminary Prospectus, the Final Prospectus, the U.S. Final Prospectus, any Blue Sky Registration, or the U.S. Registration Statement Offering Documents or for additional information; (v) the receipt by the Corporation of any material communication, whether written or oral, from any Securities Commission or similar regulatory authority or any stock exchange, relating to the distribution of the Units issuable upon exercise of the Special Warrants; (vi) the receipt by the Corporation of any material communication, whether written or oral, from any Securities Commission, the CSE, or any other competent authority, relating to the Offering or any Offering Document; (vii) any notice for other correspondence received by the Corporation from any Governmental Authority and any requests from such bodies for information, a meeting or a hearing relating to the Corporation, the Offering, the issue and sale of the Special Warrants, the issue of the Units issuable upon exercise of the Special Warrants or any other event or state of affairs that could, individually, or in the aggregate, have a Material Adverse Effect; or (viii) the issuance by any Securities Commission, the CSE, or any other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of any securities of the Corporation or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspect trading or distribution of any securities of the Corporation, and will use its best commercially reasonable efforts to prevent the issuance of any order referred to in (i) and (viii) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possible; (bd) comply with Sections 6.5 and 6.6 of NI 41-101 and with the comparable provisions of the other relevant Canadian Securities Laws. The Corporation will promptly prepare and file with the Securities Commissions any Supplementary Material which in the opinion of the Agent and the Corporation, each acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary to continue to qualify the Units issuable upon exercise of the Special Warrants for distribution. If the Corporation and the Agent in good faith disagree as to whether a change, fact or event requires the filing of any Supplementary Material in compliance with Sections 6.5 or Section 6.6 of NI 41-101, the Corporation will prepare and file promptly at the request of the Agent any Supplementary Material which, in the opinion of the Agent, acting reasonably, may be necessary or advisable. Upon receipt of any Supplementary Material the Agent shall, as soon as possible, send such Supplementary Material to Purchasers of the Special Warrants; (e) in addition to the provisions of Section 9(a) - Section 9(f) hereof, the Corporation shall, in good faith discuss with the Agent any circumstance, change, event or fact contemplated in Section 9(a) – Section 9(f) hereof which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Agent under Section 9(a) – Section 9(f) hereof and shall consult with the Agent with respect to the form and content of any Supplementary Material proposed to be filed by the Corporation, it being understood and agreed that no such Supplementary Material shall be filed with any Securities Commission prior to the review and approval thereof by the Agent, acting reasonably; (f) deliver to the Agent prior to the filing of the Preliminary Qualification Prospectus and Final Qualification Prospectus, a copy thereof signed and certified as required by the applicable Canadian Securities Laws; (g) advise the Agent, promptly after receiving notice thereof, of the time when the Preliminary Qualification Prospectus, the Final Qualification Prospectus, any Marketing Materials and any Supplementary Material has been filed and receipts therefor (if any) have been obtained pursuant to the Canadian Securities Laws and will provide evidence reasonably satisfactory to the Agent of each such filing and copies of such receipts; (h) use the net proceeds of the Offering in the manner specified in the Disclosure Documents; (i) concurrently with the filing of the Final Qualification Prospectus with the Canadian Securities Commissions, file or cause to be filed with the CSE all necessary documents and shall take or cause to be taken all necessary steps to ensure that the Corporation has obtained all necessary approvals for the Common Shares and Warrant Shares issuable upon exercise of the Special Warrants and Compensation Warrants to be listed on the CSE; (j) until the date that is three years following the Closing Date, use its commercially reasonable efforts to remain, and to ensure the Subsidiary remains, a corporation validly subsisting under the laws under which it is currently subsisting, licensed, registered or qualified as an extra-provincial or foreign corporation in all jurisdictions where the character of its properties owned or leased or the nature of the activities conducted by it make such licensing, registration or qualification necessary and shall carry on its business in the ordinary course and in compliance in all material respects with all applicable Laws of each such jurisdiction, provided that the Corporation shall not be required to comply with the terms of this Section 9(m) following the completion of a merger, amalgamation, arrangement, business combination or take-over bid pursuant to which the Corporation ceases to be a “distributing corporation” (within the meaning of the Business Corporations Act (Ontario); (k) other than in the event of an acquisition of all of the issued and outstanding Common Shares by way of take-over bid merger, amalgamation, plan of arrangement or similar transaction, until the date that is three years following the Closing Date, use commercially reasonable efforts to maintain its status as a “reporting issuer” (or under the equivalent thereof) Securities Laws of a jurisdiction of Canada, not in default of any requirement of such Securities Laws; (l) other than in the requirements event of an acquisition of all of the Applicable Securities Laws in the Qualifying Jurisdictions, for a period issued and outstanding Common Shares by way of 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid merger, amalgamation, plan of arrangement or other transaction similar transaction, until the date that requires a vote by shareholders is three years following the date of listing of Common Shares on the Corporation; (c) will CSE, use its commercially reasonable efforts to maintain the listing of (i) the Offered Shares; and (ii) the Broker Common Shares issuable upon exercise of the Broker’s Warrants on the CSE, OTC CSE or another recognized stock exchange or quotation system for a period of at least 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the CorporationCanada; (dm) will duly execute and deliver the Broker Warrant Certificates Transaction Documents at the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Corporation; (en) will fulfil or cause to be fulfilled, at or prior to the Closing Time each of the conditions required to be fulfilled by it set out in Section 9 hereof; (o) ensure that, that at the Closing Time, Time the Offered Shares shall be duly issued as fully paid Special Warrants and non-assessable Common Shares on payment of the purchase price therefor; (f) will ensure that, at the Closing Time, the Broker’s Compensation Warrants shall be are duly and validly created created, authorized and issued and shall have attributes corresponding in all material respects to the description set forth in the Special Warrant Indenture and this Agreement Agreement, respectively; (p) ensure that, at the Closing Time, the Common Shares and Warrants issuable upon exercise of the Special Warrants and the Broker’s Compensation Warrants, respectively, have been duly authorized and validly allotted for issuance by the Corporation and shall, upon issuance in accordance with terms of the Special Warrants Certificatesand the Compensation Warrant Certificate, as applicable, be outstanding, and in respect of the Common Shares, as fully paid securities of the Corporation; (gq) will ensure that that, at all times following the grant of Closing Time, the Broker’s Warrants Warrant Shares have been duly authorized and prior to the expiry of the Broker’s Warrants, a sufficient number of Broker Shares are validly allotted and reserved for issuance by the Corporation and shall, upon the due exercise of the Broker’s Warrants issuance in accordance with their terms; (h) will ensure that, upon due exercise terms of the Broker’s Warrants in accordance with their termsWarrant Indenture, the Broker Shares shall be duly issued outstanding as fully paid and non-non- assessable shares in the capital of the Corporation on payment of the purchase price thereforCorporation; (ir) will ensure in the event that a Purchaser who acquires Common Shares and Warrants upon exercise or deemed exercise of the Special Warrants is or becomes entitled under Canadian Securities Laws to the remedy of rescission by reason of a misrepresentation in the Final Qualification Prospectus, or any Supplementary Material, the Corporation hereby agrees that such holder shall, subject to available defences and any limitation period under Canadian Securities Laws, be entitled to rescission not only of the holder’s exercise or deemed exercise of its Special Warrants, but also of the private placement transaction under this Agreement pursuant to which the Special Warrants were initially acquired (i.e. the Offering), and shall be entitled in connection with such rescission to a full refund of all consideration paid to the Corporation on the acquisition of the Special Warrants. The Corporation agrees that the Offered Shares foregoing rights shall be described in the Preliminary Qualification Prospectus, the Final Qualification Prospectus and any Supplementary Material, and the Broker Shares are listed Corporation agrees to and posted for trading on the CSE and OTC upon their respective dates shall comply with such contractual right of issuancerescission; (js) will use for the net proceeds period of the Offering in the manner specified in the Final Prospectus, subject to the qualifications contained therein; (k) use its commercially reasonable efforts to cause its directors and senior officers to enter into the Form of Lock-Up Agreement attached hereto as Schedule “A”; (l) from the date hereof until 90 days following the Closing Datedate of listing of the Common Shares on the CSE, not the Corporation will not, directly or indirectly, offer, issue, sell, grant, secure, pledge, or otherwise transfer, dispose of or monetize, or engage in any hedging transaction, or enter into any form of agreement or arrangement the consequence of which is to alter economic exposure to, or announce any intention to do so, in any manner whatsoever, any Common Shares or securities convertible into, exchangeable for, or otherwise exercisable to acquire Common Shares or other equity securities of the Corporation, without the prior written consent of the Echelon, Agent (such consent not to be unreasonably withheld, issue, agree to issue withheld or announce any intention to issue Common Shares or any securities convertible into or exchangeable for Common Sharesdelayed), other than in conjunction with: (i) the exchange, transfer, conversion grant or exercise rights of existing outstanding securitiesstock options and other similar issuances pursuant to the share incentive plan of the Corporation and other share compensation arrangements; (ii) the issuance of options under the Corporation’s stock option plan, provided that the exercise price of any such options is not less than the Purchase Priceoutstanding warrants; (iii) the issuance obligations in respect of deferred share units or restricted share units under the Corporation’s deferred share unit plan or restricted share unit planexisting agreements; and (iv) existing commitments to issue securities; (v) an arm’s length acquisition (including to acquire assets or intellectual property rights); (vi) under the Offering; (vii) the issuance of securities to Sprott or affiliates of Sprott in accordance with the applicable agreements with Sprott; or (viii) the issuance of securities in connection with property or share acquisitions in the normal course of business, provided that any offtake-related debt financingCommon Shares or securities convertible, exercisable or exchangeable for Common Shares issued in such financings shall not be freely tradable in Canada prior to the Special Warrants having been exercised and the Common Shares and Warrants issued upon such exercise being freely tradable in Canada (subject to restrictions on control block distributions); (mt) use its best efforts to cause each of its directors, officers and all 5.0% shareholders of the Corporation to enter into lock-up agreements in a form satisfactory to the Corporation and the Agent, in both cases acting reasonably, which shall not be negotiated in good faith and contain customary provisions, pursuant to which each such person agrees to not, directly or indirectly, offer, sell, offer for sale contract to sell, grant or solicit offers sell any option to buy purchase, purchase any option or contract to sell, hypothecate, pledge, transfer, assign, lend, swap, or enter into any other agreement to transfer the economic consequences of, or otherwise negotiate in respect dispose of or deal with (or agree to or publicly announce any security (as defined in Section 2 intention to do any of the U.S. Securities Actforegoing) that would be integrated with whether through the offer facilities of a stock exchange, by private placement or sale otherwise, any Common Shares or other securities of the Securities Corporation convertible into, exchangeable for purposes or exercisable to acquire, Common Shares, directly or indirectly, unless (i) such person first obtain the prior consent of the rules and regulations Agent, such consent not to be unreasonably withheld, or (ii) there occurs a take-over bid or similar transaction involving a change of any trading market such control of the Corporation, until the date that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction; and will use its reasonable best efforts, in cooperation with the Agents to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect for a period of one year 6 months from the date hereof; provided that of listing of Common Shares on the Company shall not be required to CSE; (iu) qualify as a foreign corporation promptly as practicable after becoming aware of such event, notify the Agent of the issuance by the SEC of any stop order or other entity suspension of effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or as a dealer in securities in any removal of such jurisdiction where it would not otherwise stop order or other suspension; and (v) promptly do, make, execute or deliver, or cause to be required done, made, executed or delivered, such further acts, documents and things for the purpose of giving effect to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectthis Agreement and the transactions contemplated herein.

Covenants of the Corporation. The Corporation hereby covenants to the Agents Agent that the Corporation: (a) will advise the AgentsAgent, promptly after receiving notice thereof, of the time when the Final Prospectus and any Supplementary Material has been filed and receipts therefor have been obtained pursuant to the Passport System and will provide evidence reasonably satisfactory to the Agent of each such filing and copies of such receipts; (b) will advise the Agent, promptly after receiving notice or obtaining knowledge thereof, of: (i) the issuance by any Canadian Securities Regulators in any Qualifying Jurisdiction of any order suspending or preventing the use of the Preliminary Prospectus, the Final Prospectus or any of the Offering DocumentsSupplementary Material; (ii) the suspension institution, threatening or contemplation of any proceeding for any such purposes; (iii) any order, ruling, or determination having the effect of suspending the sale or ceasing the trading in any securities of the qualification of Corporation (including the Offered Shares and the Broker’s Warrants in Units) has been issued by any of the Qualifying Jurisdictions Securities Regulator or the institution, threatening or contemplation of any proceeding for any such purposes; or (iiiiv) any requests made by any Canadian Securities Regulators in the Qualifying Jurisdictions, for amending or supplementing the Preliminary Prospectus, U.S. Preliminary Prospectus, Prospectus or the Final Prospectus, the U.S. Final Prospectus, any Blue Sky Registration, or the U.S. Registration Statement Prospectus or for additional information, and will use its best commercially reasonable efforts to prevent the issuance of any order referred to in (i) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possible; (bc) except to the extent the Corporation participates in a merger or business combination transaction which the Corporation’s board of directors determines is in the best interest of the Corporation and following which the Corporation is not a “reporting issuer”, will use its commercially reasonable efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the Applicable Securities Laws in of each of the Qualifying Jurisdictions, for a period of Jurisdictions to the date which is 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (cd) except to the extent the Corporation participates in a merger or business combination transaction which the Corporation’s board of directors determines is in the best interest of the Corporation and following which the Corporation is not listed on the Exchange, will use its commercially reasonable efforts to maintain the listing of (i) the Offered Shares; and (ii) the Broker Common Shares issuable upon exercise of the Broker’s Warrants on the CSE, OTC Exchange or another such other recognized stock exchange or quotation system for a period as the Agent may approve, acting reasonably, or such other recognized stock exchange or quotation system as the Corporation’s board of at least directors may determine is in the best interest of the Corporation, to the date that is 24 months following the Closing Date, provided that the foregoing requirement shall not prevent Date so long as the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in meets the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders minimum listing requirements of the Corporation; (d) will duly execute and deliver the Broker Warrant Certificates at the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with Exchange or satisfied by the Corporationsuch other exchange or quotation system; (e) will ensure that, at during the Closing Time, the Offered Shares shall be duly issued as fully paid and non-assessable Common Shares on payment distribution of the purchase price thereforUnits, will consult with the Agent and promptly provide to the Agent drafts of any press releases of the Corporation for review by the Agent and the Agent's counsel prior to issuance, provided that any such review will be completed in a timely manner; (f) will ensure that, at the Closing Time, the Broker’s Warrants shall be duly and validly created and issued and shall have attributes corresponding in all material respects to the description set forth in this Agreement and the Broker’s Warrants Certificates, as applicable; (g) will ensure that at all times following the grant of the Broker’s Warrants and prior to the expiry of the Broker’s Warrants, a sufficient number of Broker Unit Warrant Shares, Fee Warrant Shares and Compensation Option Shares are allotted duly and validly alloted and reserved for issuance upon the due exercise of the Broker’s Unit Warrants, Fee Warrants in accordance with their termsand Compensation Options; (hg) will ensure that, upon the due exercise of the Broker’s Unit Warrants, Fee Warrants in accordance with their termsand Compensation Options, the Broker Unit Warrant Shares, Fee Warrant Shares shall be and Compensation Option Shares are duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor;Corporation; and (i) will ensure that the Offered Shares and the Broker Shares are listed and posted for trading on the CSE and OTC upon their respective dates of issuance; (jh) will use the net proceeds of the Offering contemplated herein in the manner specified in the Final Prospectus, and subject to the qualifications contained therein; (k) use its commercially reasonable efforts to cause its directors and senior officers to enter into described in the Form of Lock-Up Agreement attached hereto as Schedule “A”; (l) from the date hereof until 90 days following the Closing Date, not to, without the prior written consent of the Echelon, such consent not to be unreasonably withheld, issue, agree to issue or announce any intention to issue Common Shares or any securities convertible into or exchangeable for Common Shares, other than in conjunction with: (i) the exchange, transfer, conversion or exercise rights of existing outstanding securities; (ii) the issuance of options Prospectus under the Corporation’s stock option plan, provided that the exercise price heading “Use of any such options is not less than the Purchase Price; (iii) the issuance of deferred share units or restricted share units under the Corporation’s deferred share unit plan or restricted share unit plan; (iv) existing commitments to issue securities; (v) an arm’s length acquisition (including to acquire assets or intellectual property rights); (vi) under the Offering; (vii) the issuance of securities to Sprott or affiliates of Sprott in accordance with the applicable agreements with Sprott; or (viii) the issuance of securities in connection with any offtake-related debt financing; (m) the Corporation shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the U.S. Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction; and will use its reasonable best efforts, in cooperation with the Agents to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect for a period of one year from the date hereof; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectProceeds”.

Covenants of the Corporation. The Corporation hereby covenants to the Agents Agent that the Corporation: (a) will advise the AgentsAgent, promptly after receiving notice thereof, of the time when the Final Prospectus and any Supplementary Material has been filed and receipts therefor have been obtained pursuant to the Passport System and will provide evidence reasonably satisfactory to the Agent of each such filing and copies of such receipts; (b) will advise the Agent, promptly after receiving notice or obtaining knowledge thereof, of: (i) the issuance by any Canadian Securities Regulators in any Qualifying Jurisdiction of any order suspending or preventing the use of the Preliminary Prospectus, the Final Prospectus or any of the Offering DocumentsSupplementary Material; (ii) the suspension institution, threatening or contemplation of any proceeding for any such purposes; (iii) any order, ruling, or determination having the effect of suspending the sale or ceasing the trading in any securities of the qualification of Corporation (including the Offered Shares and the Broker’s Warrants in Shares) has been issued by any of the Qualifying Jurisdictions Securities Regulator or the institution, threatening or contemplation of any proceeding for any such purposes; or (iiiiv) any requests made by any Canadian Securities Regulators in the Qualifying Jurisdictions, for amending or supplementing the Preliminary Prospectus, U.S. Preliminary Prospectus, Prospectus or the Final Prospectus, the U.S. Final Prospectus, any Blue Sky Registration, or the U.S. Registration Statement Prospectus or for additional information, and will use its best commercially reasonable efforts to prevent the issuance of any order referred to in (i) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possible; (bc) except to the extent the Corporation participates in a merger or business combination transaction which the Corporation’s board of directors determines is in the best interest of the Corporation and following which the Corporation is not a “reporting issuer”, will use commercially reasonable its best efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the Applicable Securities Laws in of each of the Qualifying Jurisdictions, for a period of Jurisdictions to the date which is 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (cd) except to the extent the Corporation participates in a merger or business combination transaction which the Corporation’s board of directors determines is in the best interest of the Corporation and following which the Corporation is not listed on the Exchange, the Corporation will use its commercially reasonable best efforts to maintain the listing of (i) the Offered Shares; and (ii) the Broker Common Shares issuable upon exercise of the Broker’s Warrants on the CSE, OTC Exchange or another such other recognized stock exchange or quotation system for a period of at least as the Agent may approve, acting reasonably, to the date that is 24 months following the Closing Date, provided that the foregoing requirement shall not prevent Date so long as the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in meets the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders minimum listing requirements of the Corporation; (d) will duly execute and deliver the Broker Warrant Certificates at the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with Exchange or satisfied by the Corporationsuch other exchange or quotation system; (e) will ensure that, at during the Closing Timedistribution of the Offered Shares, the Offered Shares shall be duly issued as fully paid Corporation will consult with the Agent and non-assessable Common Shares on payment promptly provide to the Agent drafts of any press releases of the purchase price thereforCorporation for review by the Agent and the Agent's counsel prior to issuance, and any press release issued concerning the Offering shall include the following: “This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered to sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.” provided that any such review will be completed in a timely manner; (f) during the distribution of the Offered Shares, no press release will ensure that, at be issued in the Closing Time, United States by the Broker’s Warrants shall be duly and validly created and issued and shall have attributes corresponding in all material respects to Corporation concerning the description set forth in this Agreement and the Broker’s Warrants Certificates, as applicable;Offering; and (g) will ensure that at all times following the grant of the Broker’s Warrants and prior to the expiry of the Broker’s Warrants, a sufficient number of Broker Shares are allotted and reserved for issuance upon the due exercise of the Broker’s Warrants in accordance with their terms; (h) will ensure that, upon due exercise of the Broker’s Warrants in accordance with their terms, the Broker Shares shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor; (i) will ensure that the Offered Shares and the Broker Shares are listed and posted for trading on the CSE and OTC upon their respective dates of issuance; (j) will use the net proceeds of the Offering contemplated herein in the manner specified in the Final Prospectus, and subject to the qualifications contained therein; (k) use its commercially reasonable efforts to cause its directors and senior officers to enter into described in the Form of Lock-Up Agreement attached hereto as Schedule “A”; (l) from the date hereof until 90 days following the Closing Date, not to, without the prior written consent of the Echelon, such consent not to be unreasonably withheld, issue, agree to issue or announce any intention to issue Common Shares or any securities convertible into or exchangeable for Common Shares, other than in conjunction with: (i) the exchange, transfer, conversion or exercise rights of existing outstanding securities; (ii) the issuance of options Prospectus under the Corporation’s stock option plan, provided that the exercise price heading “Use of any such options is not less than the Purchase Price; (iii) the issuance of deferred share units or restricted share units under the Corporation’s deferred share unit plan or restricted share unit plan; (iv) existing commitments to issue securities; (v) an arm’s length acquisition (including to acquire assets or intellectual property rights); (vi) under the Offering; (vii) the issuance of securities to Sprott or affiliates of Sprott in accordance with the applicable agreements with Sprott; or (viii) the issuance of securities in connection with any offtake-related debt financing; (m) the Corporation shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the U.S. Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction; and will use its reasonable best efforts, in cooperation with the Agents to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect for a period of one year from the date hereof; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectProceeds”.

Covenants of the Corporation. The 8.1 In addition to any other covenant of the Corporation hereby set forth in this Agreement, the Corporation covenants to with the Agents that the CorporationAgent that: (a) it shall at all times prior to Closing, during normal business hours, allow the Agent and its representatives to conduct all due diligence which the Agent may reasonably require to be conducted in order to fulfil its obligations as agent under the Securities Legislation; (b) it will advise use its best efforts to take or cause to be taken all steps and proceedings that may be necessary under the AgentsSecurities Legislation, including but not limited to the filing of the Prospectus and the obtaining of the Final Passport System Decision Document therefor from the Commissions, to qualify the Offered Securities and Additional Securities for sale to the public resident in the Qualifying Jurisdictions through the Agent and registrants who have complied with the Securities Legislation, not later than four (4) days after the date of the Prospectus or such later date or dates as may be agreed to between the Agent and the Corporation in writing; (c) the net proceeds received by the Corporation from the sale of the Offered Securities (and any Additional Securities) will be applied for the purposes more particularly set forth under the heading "Use of Proceeds" in the Prospectus and in particular, no proceeds from the Offering will be used to repay any indebtedness owed by the Corporation other than payments in respect of arm’s length transactions arising from the normal course of business, or as otherwise disclosed by the Corporation to the Agent; (d) during the period of distribution of the Offered Securities, the Corporation will promptly after receiving notice or obtaining knowledge thereof, inform the Agent of the full particulars of: (i) any material change (actual, anticipated or threatened) in or affecting the issuance by any Securities Regulators in any Qualifying Jurisdiction business, operations, revenues, capital, properties, assets, liabilities (absolute, accrued, contingent or otherwise), condition (financial or otherwise) or results of any order suspending or preventing the use of any of the Offering Documents; (ii) the suspension of the qualification of the Offered Shares and the Broker’s Warrants in any of the Qualifying Jurisdictions or the institution, threatening or contemplation of any proceeding for any such purposes; or (iii) any requests made by any Securities Regulators in the Qualifying Jurisdictions, for amending or supplementing the Preliminary Prospectus, U.S. Preliminary Prospectus, the Final Prospectus, the U.S. Final Prospectus, any Blue Sky Registration, or the U.S. Registration Statement or for additional information, and will use its best efforts to prevent the issuance of any order referred to in (i) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possible; (b) will use commercially reasonable efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the Applicable Securities Laws in the Qualifying Jurisdictions, for a period of 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders operations of the Corporation; (c) will use its commercially reasonable efforts to maintain the listing of (i) the Offered Shares; and (ii) the Broker Shares issuable upon exercise of the Broker’s Warrants on the CSE, OTC any change in any material fact contained or another recognized stock exchange or quotation system for a period of at least 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result referred to in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or Offering Documents (other transaction that requires a vote by shareholders of the Corporation; (d) will duly execute and deliver the Broker Warrant Certificates at the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied than any such change caused by the Corporation;Agent); and (e) will ensure that, at the Closing Time, the Offered Shares shall be duly issued as fully paid and non-assessable Common Shares on payment of the purchase price therefor; (f) will ensure that, at the Closing Time, the Broker’s Warrants shall be duly and validly created and issued and shall have attributes corresponding in all material respects to the description set forth in this Agreement and the Broker’s Warrants Certificates, as applicable; (g) will ensure that at all times following the grant of the Broker’s Warrants and prior to the expiry of the Broker’s Warrants, a sufficient number of Broker Shares are allotted and reserved for issuance upon the due exercise of the Broker’s Warrants in accordance with their terms; (h) will ensure that, upon due exercise of the Broker’s Warrants in accordance with their terms, the Broker Shares shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor; (i) will ensure that the Offered Shares and the Broker Shares are listed and posted for trading on the CSE and OTC upon their respective dates of issuance; (j) will use the net proceeds of the Offering in the manner specified in the Final Prospectus, subject to the qualifications contained therein; (k) use its commercially reasonable efforts to cause its directors and senior officers to enter into the Form of Lock-Up Agreement attached hereto as Schedule “A”; (l) from the date hereof until 90 days following the Closing Date, not to, without the prior written consent of the Echelon, such consent not to be unreasonably withheld, issue, agree to issue or announce any intention to issue Common Shares or any securities convertible into or exchangeable for Common Shares, other than in conjunction with: (i) the exchange, transfer, conversion or exercise rights of existing outstanding securities; (ii) the issuance of options under the Corporation’s stock option plan, provided that the exercise price of any such options is not less than the Purchase Price; (iii) the issuance occurrence of deferred share units a material fact or restricted share units under event (other than any fact or event created or caused by the Corporation’s deferred share unit plan or restricted share unit plan; (ivAgent) existing commitments to issue securities; (v) an arm’s length acquisition (including to acquire assets or intellectual property rights); (vi) under the Offering; (vii) the issuance of securities to Sprott or affiliates of Sprott in accordance with the applicable agreements with Sprott; or (viii) the issuance of securities in connection with any offtake-related debt financing; (m) the Corporation shall not sellwhich, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the U.S. Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction; and will use its reasonable best efforts, in cooperation with the Agents to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect for a period of one year from the date hereof; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualifycase, (iiis, or may be, of such a nature as to: A) file any general consent to service of process render the Offering Documents untrue, false or misleading in any such jurisdiction or (iiimaterial respect; B) subject itself to taxation result in any such jurisdiction if it is not otherwise so subject.a misrepresentation in the Offering Documents; or

Covenants of the Corporation. 6.1 The Corporation hereby covenants to with the Agents Agent (on its own behalf and on behalf of the Purchasers) that the Corporationit will: (a) will advise subject to receipt from the Agents, promptly after receiving notice or obtaining knowledge thereof, of: (i) the issuance by any Securities Regulators in any Qualifying Jurisdiction Purchasers of any order suspending documents required to be completed and or preventing executed by them, file with the use of any Exchange as soon as possible all required documents and filing fees, and to do all things required by the rules and policies of the Offering Documents; (ii) the suspension of the qualification of the Offered Shares and the Broker’s Warrants Exchange in any of the Qualifying Jurisdictions or the institution, threatening or contemplation of any proceeding for any such purposes; or (iii) any requests made by any Securities Regulators in the Qualifying Jurisdictions, for amending or supplementing the Preliminary Prospectus, U.S. Preliminary Prospectus, the Final Prospectus, the U.S. Final Prospectus, any Blue Sky Registration, or the U.S. Registration Statement or for additional information, and will use its best efforts to prevent the issuance of any order referred to in (i) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possibleacceptance for filing by the Exchange of the Private Placement, subject only to the filing of required documents, prior to the Closing Date; (b) will take all steps as may be necessary to be taken by the Corporation in order to enable the Shares to be sold on a private placement basis in the Qualifying Jurisdictions by way of exemptions from the prospectus filing and registration requirements of Applicable Securities Laws and otherwise fulfill all legal requirements required to be fulfilled by the Corporation (including, without limitation, compliance with all Applicable Securities Laws) in connection with the Private Placement; (c) use commercially reasonable its commercial best efforts to maintain its status as a “"reporting issuer” (or the equivalent thereof) " not in default of the requirements of the Applicable Securities Laws in the Qualifying JurisdictionsBritish Columbia, Alberta and Ontario for a period of 24 months following not less than two years from the latest Closing Date; (d) use its commercial best efforts to maintain its listing of its common shares on the Exchange (or a senior stock exchange in Canada) for a period of not less than two years from the latest Closing Date; (e) use the Subscription Proceeds raised from the issuance of the Shares for general exploration expenditures, which will constitute "flow-through mining expenditures" (as defined in the Income Tax Act) as proposed to be amended by draft legislation released by the Minister of Finance (Canada) on December 6, 2004 and will be renounced with an effective date in 2005; (f) deliver to the Agent and to its legal counsel: (i) a copy of all letters, submissions and other materials with respect to the Private Placement filed with the Regulatory Authorities, or any one of them, at the same time that the materials are filed with the Regulatory Authorities; (ii) at the Time of Closing, such favourable legal opinions of the Corporation's various legal counsel, addressed to the Agent, its legal counsel and the Purchasers and dated as of the Closing Date, provided that in form and content acceptable to the foregoing requirement shall not prevent Agent, acting reasonably, with respect to all matters which the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in Agent may reasonably request including, without limitation: (1) the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders due incorporation and valid subsistence of the Corporation; (c) will use its commercially reasonable efforts to maintain the listing of (i2) the Offered Shares; authorized and (ii) the Broker Shares issuable upon exercise of the Broker’s Warrants on the CSE, OTC or another recognized stock exchange or quotation system for a period of at least 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders issued capital of the Corporation; (d3) will duly execute the due creation, authorization and deliver issuance of the Broker Warrant Certificates at Shares, the Closing Time Commission Shares, the Agent's Options and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the CorporationAgent's Option Shares; (e4) will ensure thatthe due authorization, at the Closing Timeexecution, the Offered Shares shall be duly issued as fully paid binding effect and non-assessable Common Shares on payment enforceability of the purchase price therefor; (f) will ensure that, at the Closing Time, the Broker’s Warrants shall be duly and validly created and issued and shall have attributes corresponding in all material respects to the description set forth in this Agreement and the Broker’s Warrants CertificatesSubscription Agreements, subject to bankruptcy laws, the availability of all equitable remedies and other customary exceptions; (5) that no prospectus is required and, except as have been obtained or completed, no approval or consent of or filing with any Regulatory Authority or the Exchange is required in order to permit the issuance and sale by the Corporation of the Shares, except for filings required under the Applicable Securities Laws or as may be required by the Exchange; (6) that no prospectus is required and, except as have been obtained or completed, no approval or consent of or filing with any Regulatory Authority or the Exchange is required in order to permit the issuance of the Commission Shares and Agent's Option Shares, provided the conditions set out in the opinion are satisfied; and (7) the hold periods and resale restrictions applicable to the Shares, the Commission Shares, the Agent's Options and the Agent's Option Shares under the Applicable Securities Laws; in giving the opinions contemplated above, counsel for the Corporation and all local counsel shall be entitled to rely, as applicableto matters of fact, upon the representations, warranties and acknowledgments of Purchasers contained in the executed Subscription Agreements, representations and warranties and covenants of the Agent contained in this Agreement, certificates of fact of the Corporation signed by officers in a position to have knowledge of such facts and their accuracy and certificates of such public officials and other persons as are necessary or desirable; and (iii) at the Time of Closing, such other materials as the Agent may reasonably require, addressed to the Agent and to such parties as the Agent may direct and as of the Closing Date or such other date as the Agent may reasonably require; (g) will ensure that at all times following within the grant required time, file with the applicable Regulatory Authorities any reports, in the required form, required to be filed under Applicable Securities Laws and the policies of the Broker’s Warrants Exchange in connection with the Private Placement, together with any applicable filing fees and prior to the expiry of the Broker’s Warrants, a sufficient number of Broker Shares are allotted and reserved for issuance upon the due exercise of the Broker’s Warrants in accordance with their termsother materials; (h) will take all steps reasonably necessary to ensure that, upon due exercise that it has a sufficient number of the Broker’s Warrants in accordance with their terms, the Broker Shares shall be duly issued as fully paid and non-assessable common shares in the capital of the Corporation on payment of available for issuance to satisfy its obligations under the purchase price thereforAgent's Options and prior to Closing shall have reserved and conditionally allotted for issuance the Commission Shares and the Agent's Option Shares; (i) will from and including the date of this Agreement through to and including the Time of Closing, do all such acts and things necessary to ensure that all of the Offered Shares representations and warranties of the Broker Shares are listed Corporation contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement remain true and posted for trading on the CSE and OTC upon their respective dates of issuance;correct; and (j) will use from and including the net proceeds date of this Agreement through to and including the Time of Closing, not do any such act or thing that would render any representation or warranty of the Offering Corporation contained in the manner specified in the Final Prospectus, subject to the qualifications contained therein; (k) use its commercially reasonable efforts to cause its directors and senior officers to enter into the Form of Lock-Up this Agreement attached hereto as Schedule “A”; (l) from the date hereof until 90 days following the Closing Date, not to, without the prior written consent of the Echelon, such consent not to be unreasonably withheld, issue, agree to issue or announce any intention to issue Common Shares or any securities convertible into certificates or exchangeable for Common Shares, other than in conjunction with: (i) the exchange, transfer, conversion documents delivered by it pursuant to this Agreement untrue or exercise rights of existing outstanding securities; (ii) the issuance of options under the Corporation’s stock option plan, provided that the exercise price of any such options is not less than the Purchase Price; (iii) the issuance of deferred share units or restricted share units under the Corporation’s deferred share unit plan or restricted share unit plan; (iv) existing commitments to issue securities; (v) an arm’s length acquisition (including to acquire assets or intellectual property rights); (vi) under the Offering; (vii) the issuance of securities to Sprott or affiliates of Sprott in accordance with the applicable agreements with Sprott; or (viii) the issuance of securities in connection with any offtake-related debt financing; (m) the Corporation shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the U.S. Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction; and will use its reasonable best efforts, in cooperation with the Agents to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect for a period of one year from the date hereof; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectincorrect.

Covenants of the Corporation. The Corporation hereby covenants to the Agents that the Corporation: (a) will advise In addition to the Agentsother indemnities provided by the Corporation herein, promptly after receiving notice the Corporation shall indemnify, save, hold harmless, discharge and release the Purchaser from and against any and all Claims arising from or obtaining knowledge thereof, ofbased on: (i) the issuance by subject to Section 3.2(a), any Securities Regulators inaccuracy in any Qualifying Jurisdiction of any order suspending or preventing the use of any of the Offering representations or warranties made by the Corporation and/or IMSI in this Agreement or any other agreement to be entered into in connection with the transactions contemplated hereby or any certificates delivered or to be delivered by or on behalf of the Corporation and/or IMSI pursuant to the terms of this Agreement (collectively, the "Documents;"); and (ii) the suspension any breach of any covenant of the qualification Corporation and/or IMSI set forth in this Agreement or in the Documents. (b) The Corporation will use reasonable efforts to ensure that the representations and warranties of the Offered Corporation are true and correct at the Time of Closing and that the conditions of closing for the benefit of the Purchaser have been performed or complied with by the Time of Closing. (c) The Corporation covenants and agrees that the proceeds of the issuance of the Securities shall be used to fund the cash portion of future or previously completed acquisitions, capital expansion, the completion of the purchases and the amalgamation of various subsidiaries and to satisfy certain fees, commissions and expenses owing by the Corporation. (d) The Corporation shall, while the Purchaser and or its Affiliates beneficially own or control Common Shares, Class N Shares and/or any other voting shares or voting rights or instruments exercisable or exchangeable, without the payment of additional consideration, into Common Shares (the "Threshold Amount of Shares") of the Corporation representing at least ten percent (10%) of the aggregate number of outstanding Common Shares, Class N Shares and any other voting shares or voting rights or instruments exercisable or exchangeable, without the Broker’s Warrants in any payment of additional consideration, into Common Shares of the Qualifying Jurisdictions or Corporation on a non-diluted basis, include as nominee(s) by management for the institution, threatening or contemplation board of any proceeding for any directors of the Corporation as set out in managements' information circular in respect of each shareholders' meeting at which directors are to be elected that number of individuals such purposes; or that the number of nominees of the Purchaser (iiithe "SI Nominees") any requests made by any Securities Regulators elected to the board of directors of the Corporation shall be as set out in the Qualifying Jurisdictions, for amending or supplementing following table: Total number of Board Members of the Preliminary Prospectus, U.S. Preliminary ProspectusCorporation Number of SI Nominees ------------------ --------------------- Where it is proposed that the number of directors of the Corporation be increased to ten (10), the Final ProspectusCorporation shall at such time instead increase the number of directors to eleven so that the third SI Nominee is appointed/elected at the same time as the tenth director. The Corporation covenants and agrees that so long as the Purchaser and its Affiliates beneficially own or control shares equal to or greater than the Threshold Amount of Shares it shall not adopt any by-law nor amend its articles of incorporation to increase the number of directors of the Corporation to greater than 14 directors. As long as the Purchaser and its Affiliates beneficially own or control 5.0% or more of the Common Shares, Class N Shares and/or any other voting shares or voting rights or instruments exercisable or exchangeable, without the U.S. Final Prospectuspayment of additional consideration, any Blue Sky Registrationinto Common Shares of the Corporation at least one nominee of the Purchaser shall be so nominated to the board of directors of the Corporation. The Purchaser at its sole discretion, or but after consultation with the U.S. Registration Statement or Corporation, shall designate those individuals to be its nominee(s) for additional information, director and will the Corporation shall use its best efforts to prevent provide for the issuance election of any order referred to in (isuch person(s) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possible; (bdirector(s) will use commercially reasonable efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the Applicable Securities Laws in the Qualifying Jurisdictions, for a period of 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (c) will use its commercially reasonable efforts . Prior to maintain their election to the listing Board, the SI Nominees shall be entitled to attend and shall receive notice of (i) the Offered Shares; and (ii) the Broker Shares issuable upon exercise all meetings of the Broker’s Warrants on Board and will be provided the CSE, OTC or another recognized stock exchange or quotation system for a period same information as provided to the directors in respect of at least 24 months following any such meeting. To the Closing Date, provided extent that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to the provisions set out above the Purchaser is no longer entitled to a take-over bid nominee or other transaction that requires a vote by shareholders nominees to the Board of Directors of the Corporation; (d) will duly execute and deliver the Broker Warrant Certificates at the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by upon notification from the Corporation;, the Purchaser covenants to cause its nominee or nominees to forthwith resign from the Board. (e) will ensure that, The Corporation shall take all actions necessary at its next shareholders' meeting to approve the Closing Time, the Offered Shares shall be duly issued as fully paid and non-assessable Common Shares on payment increasing of the purchase price therefor;size of the Board so as to permit the election of the Purchaser's nominees to the Board. (f) will ensure that, at the Closing Time, the Broker’s Warrants The Corporation shall be duly and validly created and issued and shall have attributes corresponding in all material respects elect to the description set forth in this Agreement and board of directors of International Menu Solutions Inc. ("IMSI") those nominees of the Broker’s Warrants Certificates, Purchaser which it is required to include as applicable;nominees to the board of directors of the Corporation pursuant to paragraph (e) above. (g) will ensure The Corporation covenants and agrees that at it shall use its best efforts (including, without limitation, making all times following filings with the grant Securities Exchange Commission as required) to maintain the quotation of the Broker’s Warrants Common Shares on the OTC Bulletin Board by no fewer than three registered market makers or to obtain and prior to the expiry maintain a listing or quotation of the Broker’s WarrantsCommon Shares on the NASDAQ Stock Market, the American Stock Exchange, the New York Stock Exchange and/or The Toronto Stock Exchange (each a sufficient number of Broker Shares are allotted and reserved for issuance upon the due exercise of the Broker’s Warrants in accordance with their terms;"Recognized Exchange"). (h) will ensure that, upon due exercise The Corporation covenants and agrees to use its best efforts to obtain directors' and officers' indemnity insurance in an amount not less than $3,000,000 (such coverage to extend to the directors and officers of each Subsidiary) as long as the premiums and other terms are reasonable in the sole opinion of the Broker’s Warrants in accordance with their terms, the Broker Shares shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor;Board. (i) will ensure The Corporation covenants and agrees that at any reasonable time and from time to time upon reasonable prior notice, which in any event shall not be less than 3 days, it will, within the Offered Shares limits of its powers and the Broker Shares are listed law, permit Purchaser or any authorized representative thereof, at the expense and posted for trading on risk of the CSE Purchaser, to inspect the Corporation's and OTC upon their respective dates any Subsidiary's assets and properties and to examine and make copies of issuance;any financial information in its possession relating to its records and books of account. (j) will use The Corporation covenants and agrees that it shall not, and that it shall not permit any Subsidiary to, without prior approval by the net proceeds Corporation's board of the Offering directors, (i) acquire assets other than assets required in the manner specified normal course of business for the carrying on of business; (ii) acquire assets in any event in an amount in excess of $500,000; or (iii) acquire the Final Prospectusshares of another corporation or merge, subject to the qualifications contained therein;amalgamate, or enter into a plan of arrangement or joint venture agreement with another person. (k) use its commercially reasonable efforts The Corporation shall as soon as practicable following the closing execute and deliver and shall cause IMSI to cause its directors execute and senior officers to enter into deliver an amended and restated Support Agreement substantially in the Form of Lock-Up Agreement form attached hereto as Schedule “A”; (l4.1(k) from and upon such execution and delivery shall require its U.S. legal counsel to opine to Southbridge as to the date hereof until 90 days following the Closing Date, not to, without the prior written consent enforceability of said agreement. The rights of the EchelonPurchaser and the obligations of the Corporation set forth in Sections 4.1(d) to 4.1(f) inclusive, such consent not 4.1(h), 4.1(i) and 4.1(j) shall terminate when the Purchaser no longer owns the number of Common Shares required to be unreasonably withheld, issue, agree owned by the Purchaser in order to issue or announce any intention have a right to issue Common Shares or any securities convertible into or exchangeable for Common Shares, other than in conjunction with: (i) have at least one nominee named to the exchange, transfer, conversion or exercise rights of existing outstanding securities; (ii) the issuance of options under the Corporation’s stock option plan, provided that the exercise price of any such options is not less than the Purchase Price; (iii) the issuance of deferred share units or restricted share units under the Corporation’s deferred share unit plan or restricted share unit plan; (iv) existing commitments to issue securities; (v) an arm’s length acquisition (including to acquire assets or intellectual property rights); (vi) under the Offering; (vii) the issuance of securities to Sprott or affiliates of Sprott in accordance with the applicable agreements with Sprott; or (viii) the issuance of securities in connection with any offtake-related debt financing; (m) the Corporation shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (Board as defined set out in Section 2 of the U.S. Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction; and will use its reasonable best efforts, in cooperation with the Agents to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect for a period of one year from the date hereof; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject4.1(d).

Covenants of the Corporation. (1) The Corporation hereby covenants to with the Agents that the CorporationUnderwriters that: (a) the Corporation will comply with Section 57 of the Securities Act (Ontario) and with the comparable provisions of the other relevant Canadian Securities Laws, and, after the date hereof and prior to the completion of the distribution of the Common Shares, the Corporation will promptly advise the AgentsUnderwriters in writing of the full particulars of any material change, promptly after receiving notice (as defined in the Securities Act (Ontario)), in the business, affairs, operations, assets, liabilities or obtaining knowledge thereoffinancial condition of the Corporation, of: (i) the issuance by on a consolidated basis, or of any Securities Regulators change in any Qualifying Jurisdiction of any order suspending or preventing the use of any of the Offering Documents; material fact (ii) the suspension of the qualification of the Offered Shares and the Broker’s Warrants in any of the Qualifying Jurisdictions or the institution, threatening or contemplation of any proceeding for any such purposes; or (iii) any requests made by any Securities Regulators as defined in the Qualifying Jurisdictions, for amending Securities Act (Ontario)) contained or supplementing referred to in the Preliminary Prospectus, U.S. the Amended Preliminary Prospectus, the Final Prospectus, the U.S. Final Prospectus, or any Blue Sky RegistrationProspectus Amendment or Supplementary Material (collectively, the “Filings”) which is, or may be, of such a nature as to render any statement contained in the Filings untrue, false or misleading, result in a misrepresentation (as defined in the Securities Act (Ontario)), or result in any of such documents not complying with the laws of any Qualifying Province or the United States. The Corporation will promptly prepare and file with the securities authorities in the Qualifying Provinces or the United States any amendment or supplement to the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus or the U.S. Registration Statement Prospectus, which in the opinion of the Underwriters and the Corporation, each acting reasonably, may be necessary or for additional informationadvisable to correct such untrue or misleading statement or omission. The Corporation shall in good faith discuss with the Underwriters any change in circumstances (actual, and will use its best efforts anticipated, contemplated or threatened) which is of such a nature that there may be a reasonable doubt as to prevent whether written notice need be given to the issuance Underwriters under the provisions of any order referred to in (i) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possiblethis Section 8(1)(a); (b) the Corporation will use commercially reasonable efforts deliver without charge to maintain its status the Underwriters, as a “reporting issuer” (or soon as practicable, and in any event no later than 9:00 a.m., December 7, 2009, and thereafter from time to time during the equivalent thereof) not in default distribution of the requirements Common Shares, in such cities as the Underwriters shall notify the Corporation, as many commercial copies of each of the Applicable Amended Preliminary Prospectus, the Final Prospectus and the U.S. Prospectus, respectively (and in the event of any Prospectus Amendment, such Prospectus Amendment) as the Underwriters may reasonably request for the purposes contemplated by Canadian Securities Laws in the Qualifying Jurisdictions, for a period of 24 months following the Closing Date, provided that the foregoing requirement and U.S. Securities Laws and such delivery shall not prevent constitute consent by the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in to the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (c) will use its commercially reasonable efforts to maintain the listing of (i) the Offered Shares; and (ii) the Broker Shares issuable upon exercise of the Broker’s Warrants on the CSE, OTC or another recognized stock exchange or quotation system for a period of at least 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (d) will duly execute and deliver the Broker Warrant Certificates at the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Corporation; (e) will ensure that, at the Closing TimeUnderwriters, the Offered Shares shall be duly issued as fully paid and non-assessable Common Shares on payment of the purchase price therefor; (f) will ensure that, at the Closing Time, the Broker’s Warrants shall be duly and validly created and issued and shall have attributes corresponding in all material respects to the description set forth in this Agreement Agents and the Broker’s Warrants Certificates, as applicable; (g) will ensure that at all times following the grant Selling Firms of the Broker’s Warrants and prior to the expiry of the Broker’s Warrants, a sufficient number of Broker Shares are allotted and reserved for issuance upon the due exercise of the Broker’s Warrants such documents in accordance connection with their terms; (h) will ensure that, upon due exercise of the Broker’s Warrants in accordance with their terms, the Broker Shares shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor; (i) will ensure that the Offered Shares and the Broker Shares are listed and posted for trading on the CSE and OTC upon their respective dates of issuance; (j) will use the net proceeds of the Offering in all Qualifying Provinces and the manner specified in the Final ProspectusUnited States, subject to the qualifications contained therein; (k) use its commercially reasonable efforts to cause its directors provisions of Canadian Securities Laws and senior officers to enter into the Form of Lock-Up Agreement attached hereto as Schedule “A”; (l) from the date hereof until 90 days following the Closing Date, not to, without the prior written consent of the Echelon, such consent not to be unreasonably withheld, issue, agree to issue or announce any intention to issue Common Shares or any securities convertible into or exchangeable for Common Shares, other than in conjunction with: (i) the exchange, transfer, conversion or exercise rights of existing outstanding securities; (ii) the issuance of options under the Corporation’s stock option plan, provided that the exercise price of any such options is not less than the Purchase Price; (iii) the issuance of deferred share units or restricted share units under the Corporation’s deferred share unit plan or restricted share unit plan; (iv) existing commitments to issue securities; (v) an arm’s length acquisition (including to acquire assets or intellectual property rights); (vi) under the Offering; (vii) the issuance of securities to Sprott or affiliates of Sprott in accordance with the applicable agreements with Sprott; or (viii) the issuance of securities in connection with any offtake-related debt financing; (m) the Corporation shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the U.S. Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction; and will use its reasonable best efforts, in cooperation with the Agents to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect for a period of one year from the date hereof; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.U.S.

Covenants of the Corporation. (1) The Corporation hereby covenants to and agrees with the Agents that the CorporationUnderwriters that: (a) contemporaneously with the filing of the Canadian Preliminary Prospectus Supplement and the Canadian Prospectus Supplement, an opinion of Québec counsel to the Corporation, addressed to the Underwriters, in form and substance satisfactory to the Underwriters, to the effect that the French language version of the Canadian Preliminary Prospectus and the Canadian Prospectus, other than the financial statements and notes thereto and the related Auditor’s report for which an opinion of the Auditor is provided pursuant to Section 11(1)(b), are in all material respects complete and accurate translations to the French language of the English version thereof; (b) concurrently with the filing of the opinions delivered pursuant to Section 11(1)(a), an opinion of the Auditor, in form and substance satisfactory to the Underwriters to the effect that the financial statements and notes thereto and the related Auditor’s report incorporated by reference in the French language versions of the Canadian Preliminary Prospectus and the Canadian Prospectus, are in all material respects complete and accurate translations of the English versions thereof; (c) the Corporation will advise the AgentsUnderwriters, promptly after receiving notice thereof, of the time when each Offering Document or Issuer Free Writing Prospectus has been filed, and will provide evidence satisfactory to the Underwriters of each such filing; (d) between the date hereof and the date of completion of the Distribution of the Offered Shares, the Corporation will advise the Underwriters, promptly after receiving notice or obtaining knowledge thereof, of: (i) the issuance by any Canadian Securities Regulators in any Qualifying Jurisdiction Commission or the SEC of any order suspending or preventing the use of any of the Offering DocumentsDocuments or any Issuer Free Writing Prospectus, including without limitation the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement, or, to the knowledge of the Corporation, the threatening of any such order; (ii) the suspension issuance by any Canadian Securities Commission, the SEC, the TSX or the NYSE of any order having the effect of ceasing or suspending the Distribution of the qualification Common Shares or the trading in any securities of the Offered Shares and the Broker’s Warrants in any Corporation, or of the Qualifying Jurisdictions or institution or, to the institutionknowledge of the Corporation, threatening or contemplation of any proceeding for any such purposespurpose; or (iii) any requests made by any Canadian Securities Regulators in Commission or the Qualifying Jurisdictions, SEC for amending or supplementing any of the Preliminary Prospectus, U.S. Preliminary Prospectus, the Final Prospectus, the U.S. Final Prospectus, Offering Documents or any Blue Sky Registration, or the U.S. Registration Statement Issuer Free Writing Prospectus or for additional information, ; and the Corporation will use its best efforts to prevent the issuance of any order referred to in subparagraph (id)(i) above or subparagraph (d)(ii) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possible; (b) will use commercially reasonable efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the Applicable Securities Laws in the Qualifying Jurisdictions, for a period of 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (c) will use its commercially reasonable efforts to maintain the listing of (i) the Offered Shares; and (ii) the Broker Shares issuable upon exercise of the Broker’s Warrants on the CSE, OTC or another recognized stock exchange or quotation system for a period of at least 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (d) will duly execute and deliver the Broker Warrant Certificates at the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Corporationearliest possible time; (e) the Corporation will ensure that, at use its best efforts to obtain the conditional listing of the Offered Shares on the TSX by the Closing Time, subject only to the Standard Listing Conditions, and the Corporation will use its best efforts to have the Offered Shares shall be duly issued as fully paid listed and non-assessable Common Shares admitted and authorized for trading on payment the NYSE by the Closing Time, subject only to the official notice of the purchase price thereforissuance; (f) will ensure thatas soon as practicable, at but in any event not later than eighteen months after the Closing Timeeffective date of the Registration Statement (as defined in Rule 158(c) under the U.S. Securities Act), the Broker’s Warrants shall be duly Corporation will make generally available to its security holders and validly created and issued and shall have attributes corresponding in all material respects to the description set forth in this Agreement Lead Underwriters an earnings statement or statements of the Corporation and its subsidiaries which will satisfy the Broker’s Warrants Certificates, as applicable;provisions of Section 11(a) of the U.S. Securities Act and Rule 158 under the U.S. Securities Act; and (g) will ensure that at all times following the grant of the Broker’s Warrants and prior to the expiry of the Broker’s Warrants, a sufficient number of Broker Shares are allotted and reserved for issuance upon the due exercise of the Broker’s Warrants in accordance with their terms; (h) will ensure that, upon due exercise of the Broker’s Warrants in accordance with their terms, the Broker Shares shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor; (i) will ensure that the Offered Shares and the Broker Shares are listed and posted for trading on the CSE and OTC upon their respective dates of issuance; (j) will use the net proceeds from the Offering as described in the Pricing Disclosure Package and the Prospectuses. (2) Prior to the completion of the Offering in Distribution of the manner specified in Offered Shares, the Final Prospectus, subject Corporation will file all documents required to be filed with or furnished to the qualifications contained therein;Canadian Securities Commissions and the SEC pursuant to Applicable Securities Laws. (k3) use its commercially reasonable efforts to cause its directors and senior officers to enter into Except as contemplated by this Agreement, the Form of Lock-Up Agreement attached hereto as Schedule “A”; (l) from the date hereof until 90 days following the Closing Date, not toCorporation will not, without the prior written consent of the Echelon, such RBC Dominion Securities Inc. (which consent shall not to be unreasonably withheldwithheld or delayed) on behalf of the Underwriters, directly or indirectly issue, offer, pledge, sell, contract to sell, contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer, lend or dispose of directly or indirectly, any Common Shares or securities or other financial instruments convertible into or having the right to acquire Common Shares or enter into any agreement or arrangement under which the Corporation would acquire or transfer to another, in whole or in part, any of the economic consequences of ownership of Common Shares, whether that agreement or arrangement may be settled by the delivery of Common Shares or other securities or cash, or agree to issue become bound to do so, or announce disclose to the public any intention to issue Common Shares or any securities convertible into or exchangeable for Common Sharesdo so, other than in conjunction with: (i) during the exchange, transfer, conversion or exercise rights of existing outstanding securities; (ii) the issuance of options under the Corporation’s stock option plan, provided that the exercise price of any such options is not less than the Purchase Price; (iii) the issuance of deferred share units or restricted share units under the Corporation’s deferred share unit plan or restricted share unit plan; (iv) existing commitments to issue securities; (v) an arm’s length acquisition (including to acquire assets or intellectual property rights); (vi) under the Offering; (vii) the issuance of securities to Sprott or affiliates of Sprott in accordance with the applicable agreements with Sprott; or (viii) the issuance of securities in connection with any offtake-related debt financing; (m) the Corporation shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the U.S. Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction; and will use its reasonable best efforts, in cooperation with the Agents to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect for a period of one year from the date hereofhereof and ending 90 days following the Closing Date; provided that that, notwithstanding the Company shall not be required foregoing, the Corporation may issue securities pursuant to (ia) qualify as a foreign corporation the Offering, (b) precious metal purchase agreements, (c) director, officer or employee stock options, restricted share rights, employee stock purchase plan deductions or other entity or as a dealer security-based compensation arrangements, in securities each case that are described in any such jurisdiction where it would not otherwise be required to so qualifythe Offering Documents, (iid) file any general consent to service of process in any such jurisdiction a dividend re-investment plan, or (iiie) other outstanding rights, warrants, options, agreements or other arrangements outstanding at the date hereof or which have been granted or issued, which are subject itself to taxation in any such jurisdiction if it is not otherwise so subjectnecessary regulatory approval.

Covenants of the Corporation. (1) The Corporation hereby covenants to and agrees with the Agents that the CorporationUnderwriters that: (a) the Corporation will advise the AgentsUnderwriters, promptly after receiving notice thereof, of the time when the Prospectus Supplement has been filed, and will provide evidence satisfactory to the Underwriters of each such filing; (b) between the date hereof and the date of completion of the Distribution of the Offered Units, the Corporation will advise the Underwriters, promptly after receiving notice or obtaining knowledge thereof, of: (i) the issuance by any Canadian Securities Regulators in any Qualifying Jurisdiction Commission or the SEC of any order suspending or preventing the use of any of the Offering Documents, or, to the knowledge of the Corporation, the threatening of any such order; (ii) the suspension issuance by any Canadian Securities Commission, the SEC, the TSX-V or NYSE American of any order having the effect of ceasing or suspending the Distribution of the qualification Common Shares or the trading in any securities of the Offered Shares and the Broker’s Warrants in any Corporation, or of the Qualifying Jurisdictions or institution or, to the institutionknowledge of the Corporation, threatening or contemplation of any proceeding for any such purposespurpose; or (iii) any requests made by any Canadian Securities Regulators in Commission or the Qualifying Jurisdictions, SEC for amending or supplementing any of the Preliminary Prospectus, U.S. Preliminary Prospectus, the Final Prospectus, the U.S. Final Prospectus, any Blue Sky Registration, or the U.S. Registration Statement Offering Documents or for additional information, ; and the Corporation will use its best efforts to prevent the issuance of any order referred to in subparagraph (ib)(i) above or subparagraph (b)(ii) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possibleat the earliest possible time; (bc) the Corporation will use commercially reasonable its best efforts to maintain its status as a “reporting issuer” (or obtain the equivalent thereof) not in default conditional listing of the requirements Unit Shares, the Warrants, and the Warrant Shares on the TSX-V by the Closing Time, subject only to the Standard Listing Conditions, and the Corporation will use its best efforts to have the Unit Shares and the Warrant Shares listed and admitted and authorized for trading on NYSE American by the Closing Time, subject only to the official notice of issuance; and (d) the Corporation will use the net proceeds from the Offering as described in the Prospectus. (2) Prior to the completion of the Distribution of the Offered Units, the Corporation will file all documents required to be filed with or furnished to the Canadian Securities Commissions and the SEC pursuant to Applicable Securities Laws Laws. (3) The Corporation will ensure that any news release announcing this Offering and naming the Underwriters will include substantially the following legend: "NOT FOR DISTRIBUTION TO THE UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.", and news releases announcing this transaction will include the following statements: "This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the Qualifying JurisdictionsUnited States. The securities have not been registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws and may not be offered or sold within the United States, or to, or for a the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act), absent such registration or an applicable exemption from such registration requirements." (4) During the period of 24 months commencing on the date hereof and ending on the date which is 90 days following the Closing Date, provided that not, without the foregoing requirement shall prior written consent of the Lead Underwriter, which consent will not prevent be unreasonably withheld or delayed, directly or indirectly issue, negotiate, announce or agree to sell or issue any Common Shares or securities or other financial instruments convertible into or having the right to acquire Common Shares, other than issuances (i) as contemplated in this Agreement; (ii) pursuant to the grant of convertible awards in the normal course pursuant to the Corporation's employee equity incentive plan or issuance of securities pursuant to the exercise or conversion, as the case may be, of options or securities of the Corporation from completing outstanding on the date hereof; or (iii) of options or securities in connection with a sale bona fide acquisition by the Corporation (other than a direct or indirect acquisition, whether by way of one or more transactions, of an entity all or substantially all of its the assets of which are cash, marketable securities or any transaction which would result financial in nature or an acquisition that is structured primarily to defeat the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders intent of the Corporation;this provision). (c5) The Corporation will use its commercially reasonable efforts to maintain the listing cause each of (i) the Offered Shares; and (ii) the Broker Shares issuable upon exercise of the Broker’s Warrants on the CSE, OTC or another recognized stock exchange or quotation system for a period of at least 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (d) will duly execute and deliver the Broker Warrant Certificates at the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Corporation; (e) will ensure that, at the Closing Time, the Offered Shares shall be duly issued as fully paid and non-assessable Common Shares on payment of the purchase price therefor; (f) will ensure that, at the Closing Time, the Broker’s Warrants shall be duly and validly created and issued and shall have attributes corresponding in all material respects to the description set forth in this Agreement and the Broker’s Warrants Certificates, as applicable; (g) will ensure that at all times following the grant of the Broker’s Warrants and prior to the expiry of the Broker’s Warrants, a sufficient number of Broker Shares are allotted and reserved for issuance upon the due exercise of the Broker’s Warrants in accordance with their terms; (h) will ensure that, upon due exercise of the Broker’s Warrants in accordance with their terms, the Broker Shares shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor; (i) will ensure that the Offered Shares and the Broker Shares are listed and posted for trading on the CSE and OTC upon their respective dates of issuance; (j) will use the net proceeds of the Offering in the manner specified in the Final Prospectus, subject to the qualifications contained therein; (k) use its commercially reasonable efforts to cause its directors and senior officers to enter into lock-up agreements in form and substance satisfactory to the Form Lead Underwriter, evidencing their agreement to not, without the consent of Lock-Up Agreement attached hereto as Schedule “A”; the Lead Underwriter, which consent shall not be unreasonably withheld or delayed, offer, sell, or resell (lor announce any intention to do so) from any securities of the date hereof until Corporation held by them or agree to or announce any such offer or sale for a period of 90 days following the Closing Date, not to, without the prior written consent other than in connection with a third party take-over bid made to all holders of the Echelon, such consent not to be unreasonably withheld, issue, agree to issue or announce any intention to issue Common Shares or any securities convertible into or exchangeable for a similar acquisition of all of the Common Shares, Shares and other than in conjunction with: (i) the exchange, transfer, conversion or exercise rights of existing outstanding securities; (ii) the issuance of options under the Corporation’s stock option plan, provided that securities sold to satisfy tax obligations on the exercise price of any such options is not less than the Purchase Price; (iii) the issuance convertible securities of deferred share units or restricted share units under the Corporation’s deferred share unit plan or restricted share unit plan; (iv) existing commitments to issue securities; (v) an arm’s length acquisition (including to acquire assets or intellectual property rights); (vi) under the Offering; (vii) the issuance of securities to Sprott or affiliates of Sprott in accordance with the applicable agreements with Sprott; or (viii) the issuance of securities in connection with any offtake-related debt financing; (m) the Corporation shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the U.S. Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market held by such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction; and will use its reasonable best efforts, in cooperation with the Agents to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect for a period of one year from the date hereof; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectperson.

Covenants of the Corporation. The Corporation hereby covenants to the Agents Agent that the Corporation: (a) will advise the AgentsAgent, promptly after receiving notice thereof, of the time when the Final Prospectus and any Supplementary Material has been filed and receipts therefor have been obtained pursuant to the Passport System and will provide evidence reasonably satisfactory to the Agent of each such filing and copies of such receipts; (b) will advise the Agent, promptly after receiving notice or obtaining knowledge thereof, of: (i) the issuance by any Canadian Securities Regulators in any Qualifying Jurisdiction of any order suspending or preventing the use of the Preliminary Prospectus, the Final Prospectus or any of the Offering DocumentsSupplementary Material; (ii) the suspension institution, threatening or contemplation of any proceeding for any such purposes; (iii) any order, ruling, or determination having the effect of suspending the sale or ceasing the trading in any securities of the qualification of Corporation (including the Offered Shares and the Broker’s Warrants in Shares) has been issued by any of the Qualifying Jurisdictions Securities Regulator or the institution, threatening or contemplation of any proceeding for any such purposes; or (iiiiv) any requests made by any Canadian Securities Regulators in the Qualifying Jurisdictions, for amending or supplementing the Preliminary Prospectus, U.S. Preliminary Prospectus, Prospectus or the Final Prospectus, the U.S. Final Prospectus, any Blue Sky Registration, or the U.S. Registration Statement Prospectus or for additional information, and will use its best commercially reasonable efforts to prevent the issuance of any order referred to in (i) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possible; (bc) except to the extent the Corporation participates in a merger or business combination transaction which the Corporation’s board of directors determines is in the best interest of the Corporation and following which the Corporation is not a “reporting issuer”, will use commercially its reasonable best efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the Applicable Securities Laws in of each of the Qualifying Jurisdictions, for a period of Jurisdictions to the date which is 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (cd) except to the extent the Corporation participates in a merger or business combination transaction which the Corporation’s board of directors determines is in the best interest of the Corporation and following which the Corporation is not listed on the Exchange, the Corporation will use its commercially reasonable best efforts to maintain the listing of (i) the Offered Shares; and (ii) the Broker Common Shares issuable upon exercise of the Broker’s Warrants on the CSE, OTC Exchange or another such other recognized stock exchange or quotation system for a period of at least as the Agent may approve, acting reasonably, to the date that is 24 months following the Closing Date, provided that the foregoing requirement shall not prevent Date so long as the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in meets the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders minimum listing requirements of the Corporation; (d) will duly execute and deliver the Broker Warrant Certificates at the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with Exchange or satisfied by the Corporationsuch other exchange or quotation system; (e) will ensure that, at during the Closing Timedistribution of the Offered Shares, the Offered Shares shall be duly issued as fully paid Corporation will consult with the Agent and non-assessable Common Shares on payment promptly provide to the Agent drafts of any press releases of the purchase price thereforCorporation for review by the Agent and the Agent's counsel prior to issuance, and any press release issued concerning the Offering shall include the following: “This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered to sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.” provided that any such review will be completed in a timely manner; (f) during the distribution of the Offered Shares, no press release will ensure that, at be issued in the Closing Time, United States by the Broker’s Warrants shall be duly and validly created and issued and shall have attributes corresponding in all material respects to Corporation concerning the description set forth in this Agreement and the Broker’s Warrants Certificates, as applicable;Offering; and (g) will ensure that at all times following the grant of the Broker’s Warrants and prior to the expiry of the Broker’s Warrants, a sufficient number of Broker Shares are allotted and reserved for issuance upon the due exercise of the Broker’s Warrants in accordance with their terms; (h) will ensure that, upon due exercise of the Broker’s Warrants in accordance with their terms, the Broker Shares shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor; (i) will ensure that the Offered Shares and the Broker Shares are listed and posted for trading on the CSE and OTC upon their respective dates of issuance; (j) will use the net proceeds of the Offering contemplated herein in the manner specified in the Final Prospectus, and subject to the qualifications contained therein; (k) use its commercially reasonable efforts to cause its directors and senior officers to enter into described in the Form of Lock-Up Agreement attached hereto as Schedule “A”; (l) from the date hereof until 90 days following the Closing Date, not to, without the prior written consent of the Echelon, such consent not to be unreasonably withheld, issue, agree to issue or announce any intention to issue Common Shares or any securities convertible into or exchangeable for Common Shares, other than in conjunction with: (i) the exchange, transfer, conversion or exercise rights of existing outstanding securities; (ii) the issuance of options Prospectus under the Corporation’s stock option plan, provided that the exercise price heading “Use of any such options is not less than the Purchase Price; (iii) the issuance of deferred share units or restricted share units under the Corporation’s deferred share unit plan or restricted share unit plan; (iv) existing commitments to issue securities; (v) an arm’s length acquisition (including to acquire assets or intellectual property rights); (vi) under the Offering; (vii) the issuance of securities to Sprott or affiliates of Sprott in accordance with the applicable agreements with Sprott; or (viii) the issuance of securities in connection with any offtake-related debt financing; (m) the Corporation shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the U.S. Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction; and will use its reasonable best efforts, in cooperation with the Agents to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect for a period of one year from the date hereof; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectProceeds”.

Covenants of the Corporation. (1) The Corporation hereby covenants to with the Agents that the CorporationUnderwriters that: (a) the Corporation will comply with Section 57 of the Securities Act (Ontario) and with the comparable provisions of the other relevant Canadian Securities Laws, and, after the date hereof and prior to the completion of the distribution of the Common Shares, the Corporation will promptly advise the AgentsUnderwriters in writing of the full particulars of any material change, promptly after receiving notice (as defined in the Securities Act (Ontario)), in the business, affairs, operations, assets, liabilities or obtaining knowledge thereoffinancial condition of the Corporation, of: (i) the issuance by on a consolidated basis, or of any Securities Regulators change in any Qualifying Jurisdiction of any order suspending or preventing the use of any of the Offering Documents; material fact (ii) the suspension of the qualification of the Offered Shares and the Broker’s Warrants in any of the Qualifying Jurisdictions or the institution, threatening or contemplation of any proceeding for any such purposes; or (iii) any requests made by any Securities Regulators as defined in the Qualifying Jurisdictions, for amending Securities Act (Ontario)) contained or supplementing referred to in the Preliminary Prospectus, U.S. Preliminary Prospectus, the Final Prospectus, the U.S. Final Prospectus, or any Blue Sky RegistrationProspectus Amendment or Supplementary Material (collectively, the "Filings") which is, or may be, of such a nature as to render any statement contained in the Filings untrue, false or misleading, result in a misrepresentation (as defined in the Securities Act (Ontario)), or result in any of such documents not complying with the laws of any Qualifying Province or the United States. The Corporation will promptly prepare and file with the securities authorities in the Qualifying Provinces or the United States any amendment or supplement to the Preliminary Prospectus or the Final Prospectus or the U.S. Registration Statement Prospectus, which in the opinion of the Underwriters and the Corporation, each acting reasonably, may be necessary or for additional informationadvisable to correct such untrue or misleading statement or omission. The Corporation shall in good faith discuss with the Underwriters any change in circumstances (actual, and will use its best efforts anticipated, contemplated or threatened) which is of such a nature that there may be a reasonable doubt as to prevent whether written notice need be given to the issuance Underwriters under the provisions of any order referred to in (i) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possiblethis Section 8(1)(a); (b) the Corporation will use commercially reasonable efforts deliver without charge to maintain its status the Underwriters, as a “reporting issuer” (or soon as practicable, and in any event no later than August 8, 2003 in the equivalent thereof) not in default case of the requirements Final Prospectus and the U.S. Prospectus, and thereafter from time to time during the distribution of the Applicable Common Shares, in such cities as the Underwriters shall notify the Corporation, as many commercial copies of each of the Preliminary Prospectus, the Final Prospectus and the U.S. Prospectus, respectively, (and in the event of any Prospectus Amendment, such Prospectus Amendment) as the Underwriters may reasonably request for the purposes contemplated by Canadian Securities Laws in the Qualifying Jurisdictions, for a period of 24 months following the Closing Date, provided that the foregoing requirement and U.S. Securities Laws and such delivery shall not prevent constitute consent by the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in to the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (c) will use its commercially reasonable efforts to maintain the listing of (i) the Offered Shares; and (ii) the Broker Shares issuable upon exercise of the Broker’s Warrants on the CSE, OTC or another recognized stock exchange or quotation system for a period of at least 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (d) will duly execute and deliver the Broker Warrant Certificates at the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Corporation; (e) will ensure that, at the Closing TimeUnderwriters, the Offered Shares shall be duly issued as fully paid and non-assessable Common Shares on payment of the purchase price therefor; (f) will ensure that, at the Closing Time, the Broker’s Warrants shall be duly and validly created and issued and shall have attributes corresponding in all material respects to the description set forth in this Agreement Agents and the Broker’s Warrants Certificates, as applicable; (g) will ensure that at all times following the grant Selling Firms of the Broker’s Warrants and prior to the expiry of the Broker’s Warrants, a sufficient number of Broker Shares are allotted and reserved for issuance upon the due exercise of the Broker’s Warrants such documents in accordance connection with their terms; (h) will ensure that, upon due exercise of the Broker’s Warrants in accordance with their terms, the Broker Shares shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor; (i) will ensure that the Offered Shares and the Broker Shares are listed and posted for trading on the CSE and OTC upon their respective dates of issuance; (j) will use the net proceeds of the Offering in all Qualifying Provinces and the manner specified in the Final ProspectusUnited States, subject to the qualifications contained therein; (k) use its commercially reasonable efforts to cause its directors provisions of Canadian Securities Laws and senior officers to enter into the Form of Lock-Up Agreement attached hereto as Schedule “A”; (l) from the date hereof until 90 days following the Closing Date, not to, without the prior written consent of the Echelon, such consent not to be unreasonably withheld, issue, agree to issue or announce any intention to issue Common Shares or any securities convertible into or exchangeable for Common Shares, other than in conjunction with: (i) the exchange, transfer, conversion or exercise rights of existing outstanding securities; (ii) the issuance of options under the Corporation’s stock option plan, provided that the exercise price of any such options is not less than the Purchase Price; (iii) the issuance of deferred share units or restricted share units under the Corporation’s deferred share unit plan or restricted share unit plan; (iv) existing commitments to issue securities; (v) an arm’s length acquisition (including to acquire assets or intellectual property rights); (vi) under the Offering; (vii) the issuance of securities to Sprott or affiliates of Sprott in accordance with the applicable agreements with Sprott; or (viii) the issuance of securities in connection with any offtake-related debt financing; (m) the Corporation shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the U.S. Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction; and will use its reasonable best efforts, in cooperation with the Agents to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect for a period of one year from the date hereof; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.U.S.

Covenants of the Corporation. The Corporation hereby covenants to with the Agents that the CorporationCorporation shall during the period from the date of this Agreement until the first to occur of (i) the Qualification Date, and (ii) the day that is four months and one day after the Closing Date: (a) will promptly provide to the Agents copies of any filings made by the Corporation or the Subsidiaries of information relating to the Offering with any Securities Commissions or any regulatory body in Canada or any other jurisdiction; (b) promptly provide to the Agents drafts of any press releases and other public documents of the Corporation relating to the Offering for review by the Lead Agent prior to issuance, and give the Lead Agent a reasonable opportunity to provide comments on any such press release or other public document, subject to the Corporation’s timely disclosure obligations under applicable Canadian Securities Laws; (c) from the time it has filed a Preliminary Qualification Prospectus, promptly inform the Agents in writing of the particulars of: (i) any material change (whether actual, anticipated, contemplated or proposed by, or threatened), financial or otherwise, in the assets, liabilities (contingent or otherwise), business, affairs, prospects, operations, cash flow or capital of the Corporation and its subsidiaries, taken as a whole; (ii) any material fact which has arisen or has been discovered or any new material fact which would have been required to have been stated in the Offering Documents had that fact arisen or been discovered on, or prior to, the date of any of the Offering Documents, as the case may be; or (iii) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact or any new material fact) contained or incorporated by reference in any of the Offering Documents or whether any event or state of facts has occurred after the date of this Agreement, which, in any case, is of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in any misrepresentation in any of the Offering Documents including as a result of any of the Offering Documents containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or misleading in the light of the circumstances in which it was made, which would result in any Offering Document not complying with applicable Canadian Securities Laws or which would reasonably be expected to have an effect on the market price or value of the Common Shares; (d) advise the Agents, promptly after receiving notice or obtaining knowledge thereof, of: during the period from the date of this Agreement until the first to occur of (i) the Qualification Date, and (ii) the day that is four months and one day after the Closing Date, of: (1) the issuance by any Securities Regulators in any Qualifying Jurisdiction Commission or similar regulatory authority of any order suspending or preventing the use of any of the Offering Documents; Document; (ii2) the suspension of the qualification for distribution of the Offered Shares and Units issuable upon exercise of the Broker’s Special Warrants in any of the Qualifying Jurisdictions or Jurisdictions; (3) the institution, threatening or contemplation of any proceeding for any such purposes; or (iii4) any requests made by any Securities Regulators in the Qualifying Jurisdictions, Commission or similar regulatory authority for information amending or supplementing any of the Preliminary Prospectus, U.S. Preliminary Prospectus, the Final Prospectus, the U.S. Final Prospectus, any Blue Sky Registration, or the U.S. Registration Statement Offering Documents or for additional information; (5) the receipt by the Corporation of any material communication, whether written or oral, from any Securities Commission or similar regulatory authority or any stock exchange, relating to the distribution of the Units issuable upon exercise of the Special Warrants; (6) the receipt by the Corporation of any material communication, whether written or oral, from any Securities Commission, the CSE or any other competent authority, relating to the Offering or any Offering Document; (7) any notice for other correspondence received by the Corporation from any Governmental Authority and any requests from such bodies for information, a meeting or a hearing relating to the Corporation, the Offering, the issue and sale of the Special Warrants, the issue of the Units issuable upon exercise of the Special Warrants or any other event or state of affairs that could, individually, or in the aggregate, have a Material Adverse Effect; or (8) the issuance by any Securities Commission, the CSE or any other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of any securities of the Corporation or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspect trading or distribution of any securities of the Corporation, and will use its best commercially reasonable efforts to prevent the issuance of any order referred to in (i1) and (8) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possible; (be) comply with Sections 6.5 and 6.6 of NI 41-101 and with the comparable provisions of the other relevant Canadian Securities Laws. The Corporation will promptly prepare and file with the Securities Commissions any Supplementary Material which in the opinion of the Agents and the Corporation, each acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary to qualify the Units issuable upon exercise of the Special Warrants for distribution. If the Corporation and the Agents in good faith disagree as to whether a change, fact or event requires the filing of any Supplementary Material in compliance with Sections 6.5 or Section 6.6 of NI 41-101, the Corporation will prepare and file promptly at the request of the Agents any Supplementary Material which, in the opinion of the Agents, acting reasonably, may be necessary or advisable. Upon receipt of any Supplementary Material the Agents shall, as soon as possible, send such Supplementary Material to purchasers of the Special Warrants; (f) in addition to the provisions of Section 7(a)– Section 7(e) hereof, the Corporation shall, in good faith discuss with the Agents any circumstance, change, event or fact contemplated in Section 7(a) – Section 7(e) hereof which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Agent under Section 7(a) – Section 7(e) hereof and shall consult with the Agents with respect to the form and content of any Supplementary Material proposed to be filed by the Corporation, it being understood and agreed that no such Supplementary Material shall be filed with any Securities Commission prior to the review and approval thereof by the Agents, acting reasonably; (g) deliver to the Agents prior to the filing of the Preliminary Qualification Prospectus and Final Qualification Prospectus, a copy thereof signed and certified as required by the applicable Canadian Securities Laws; (h) advise the Agents, promptly after receiving notice thereof, of the time when the Preliminary Qualification Prospectus, the Final Qualification Prospectus, any Marketing Materials and any Supplementary Material has been filed and receipts therefor (if any) have been obtained pursuant to the Canadian Securities Laws and will provide evidence reasonably satisfactory to the Agents of each such filing and copies of such receipts; (i) prior to filing the Final Qualification Prospectus, file or cause to be filed with the CSE all necessary documents and shall take or cause to be taken all necessary steps to ensure that the Corporation has obtained all necessary approvals for the Common Shares and Warrant Shares issuable upon exercise of the Special Warrants, the Corporate Finance Special Warrants and Compensation Warrants to be listed on the CSE; (j) make all necessary arrangements that are within the control of the Corporation for the electronic deposit of the Special Warrants pursuant to the non-certificated issue system of CDS on the Closing Date. All fees and expenses payable to CDS and/or the Special Warrant Agent in connection with the electronic deposit and the fees and expenses payable to CDS and/or the Special Warrant Agent in connection with the initial or additional transfers as may be required in the course of the distribution of the Special Warrants shall be borne by the Corporation; (k) until the date that is two years following the Closing Date, use its commercially reasonable efforts to remain a corporation validly subsisting under the laws under which it is currently subsisting, licensed, registered or qualified as an extra-provincial or foreign corporation in all jurisdictions where the character of its properties owned or leased or the nature of the activities conducted by it make such licensing, registration or qualification necessary and shall carry on its business in the ordinary course and in compliance in all material respects with all applicable Laws of each such jurisdiction, provided that the Corporation shall not be required to comply with the terms of this Section 7(k) following the completion of a merger, amalgamation, arrangement, business combination or take-over bid pursuant to which the Corporation ceases to be a “public company” (within the meaning of the Business Corporations Act (British Columbia)); (l) other than in the event of an acquisition of all of the issued and outstanding Common Shares by way of take-over bid merger, amalgamation, plan of arrangement or similar transaction or following a sale of all or substantially all of the assets of the Corporation, until the date that is two years following the Closing Date, use commercially reasonable efforts to maintain its status as a “reporting issuer” (or under the equivalent thereof) Canadian Securities Laws of a jurisdiction of Canada, not in default of any requirement of such Canadian Securities Laws; (m) other than in the requirements event of an acquisition of all of the Applicable Securities Laws in the Qualifying Jurisdictionsissued and outstanding Common Shares by way of take-over bid merger, for a period amalgamation, plan of 24 months arrangement or similar transaction or following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its the assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (c) will , until the date that is two years following the Closing Date, use its commercially reasonable efforts to maintain the listing of (i) the Offered Shares; and (ii) the Broker Common Shares issuable upon exercise of the Broker’s Warrants on the CSE, OTC CSE or another recognized stock exchange or quotation system for a period of at least 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the CorporationCanada; (dn) will duly execute and deliver the Broker Transaction Documents (other than the Warrant Certificates Certificates) at the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Corporation; (eo) will fulfil or cause to be fulfilled, at or prior to the Closing Time each of the conditions required to be fulfilled by it set out in Section 7 hereof; (p) ensure that, that at the Closing TimeTime the Special Warrants, the Offered Shares shall be duly issued as fully paid Corporate Finance Special Warrants and non-assessable Common Shares on payment of the purchase price therefor; (f) will ensure that, at the Closing Time, the Broker’s Compensation Warrants shall be are duly and validly created created, authorized and issued and shall have attributes corresponding in all material respects to the description set forth in the Special Warrant Indenture and this Agreement Agreement, respectively; (q) ensure that, at the Closing Time, the Common Shares and Warrants issuable upon exercise of the Special Warrants, the Corporate Finance Special Warrants and the Broker’s Compensation Warrants, respectively, have been duly authorized and validly allotted for issuance by the Corporation and shall, upon issuance in accordance with terms of the Special Warrants and the Compensation Warrant Certificates, as applicable, be outstanding as fully paid securities of the Corporation; (gr) will ensure that that, at all times following the grant of Closing Time, the Broker’s Warrants Warrant Shares have been duly authorized and prior to the expiry of the Broker’s Warrants, a sufficient number of Broker Shares are validly allotted and reserved for issuance by the Corporation and shall, upon the due exercise of the Broker’s Warrants issuance in accordance with their terms; (h) will ensure that, upon due exercise terms of the Broker’s Warrants in accordance with their termsWarrant Indenture, the Broker Shares shall be duly issued outstanding as fully paid and non-non- assessable shares in the capital of the Corporation on payment of the purchase price thereforCorporation; (is) will ensure that file the Offered Shares and Presentation with the Broker Shares are listed and posted for trading on applicable Securities Commissions within the CSE and OTC upon their respective dates of issuancetime period prescribed by applicable Securities Laws; (jt) will use the net proceeds of the Offering in the manner specified in the Term Sheet attached to the Subscription Agreement; (u) in the event that a Purchaser who acquires Common Shares and Warrants upon exercise or deemed exercise of the Special Warrants is or becomes entitled under Canadian Securities Laws to the remedy of rescission by reason of a misrepresentation in the Final Qualification Prospectus, or any Supplementary Material, the Corporation hereby agrees that such holder shall, subject to available defences and any limitation period under Canadian Securities Laws, be entitled to rescission not only of the qualifications contained thereinholder’s exercise or deemed exercise of its Special Warrants, but also of the private placement transaction under this Agreement pursuant to which the Special Warrants were initially acquired (i.e. the Offering), and shall be entitled in connection with such rescission to a full refund of all consideration paid to the Corporation on the acquisition of the Special Warrants. The Corporation agrees that the foregoing rights shall be described in the Preliminary Qualification Prospectus, the Final Qualification Prospectus and any Supplementary Material, and the Corporation agrees to and shall comply with such contractual right of rescission; (kv) use its commercially reasonable efforts to cause its directors and senior officers to enter into for the Form period of Lock-Up Agreement attached hereto as Schedule “A”; (l) from the date hereof until 90 180 days following the Closing Date, not not, directly or indirectly, offer, issue, sell, grant, secure, pledge, or otherwise transfer, dispose of or monetize, or engage in any hedging transaction, or enter into any form of agreement or arrangement the consequence of which is to alter economic exposure to, or announce any intention to do so, in any manner whatsoever, any Common Shares or securities convertible into, exchangeable for, or otherwise exercisable to acquire Common Shares or other equity securities of the Corporation, without the prior written consent of the Echelon, Lead Agent (such consent not to be unreasonably withheld, issue, agree to issue withheld or announce any intention to issue Common Shares or any securities convertible into or exchangeable for Common Sharesdelayed), other than in conjunction with: (i) the exchangegrant of stock options and other similar issuances pursuant to the stock option plan of the Corporation and other share compensation arrangements, transfer, conversion provided such options and other similar securities are granted or issued with an exercise rights of existing outstanding securitiesprice not less than the Issue Price; (ii) the issuance of options under the Corporation’s stock option plan, provided that the exercise price of any such options is not less than the Purchase Price; (iii) the issuance of deferred share units warrants or restricted share units under the Corporation’s deferred share unit plan or restricted share unit plan; (iv) existing commitments to issue securities; (v) an arm’s length acquisition (including to acquire assets or intellectual property rights); (vi) under the Offering; (vii) the issuance of other convertible securities to Sprott or affiliates of Sprott in accordance with the applicable agreements with Sprott; or (viii) the issuance of securities in connection with any offtake-related debt financing; (m) the Corporation shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (outstanding as defined in Section 2 of the U.S. Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction; and will use its reasonable best efforts, in cooperation with the Agents to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect for a period of one year from the date hereof; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.Closing Date;

Covenants of the Corporation. (1) The Corporation hereby covenants to with the Agents that the CorporationUnderwriters that: (a) the Corporation will comply with Section 57 of the Securities Act (Ontario) and with the comparable provisions of the other relevant Canadian Securities Laws, and, after the date hereof and prior to the completion of the distribution of the Common Shares, the Corporation will promptly advise the AgentsUnderwriters in writing of the full particulars of any material change, promptly after receiving notice (as defined in the Securities Act (Ontario)), in the business, affairs, operations, assets, liabilities or obtaining knowledge thereoffinancial condition of the Corporation, of: (i) the issuance by on a consolidated basis, or of any Securities Regulators change in any Qualifying Jurisdiction of any order suspending or preventing the use of any of the Offering Documents; material fact (ii) the suspension of the qualification of the Offered Shares and the Broker’s Warrants in any of the Qualifying Jurisdictions or the institution, threatening or contemplation of any proceeding for any such purposes; or (iii) any requests made by any Securities Regulators as defined in the Qualifying Jurisdictions, for amending Securities Act (Ontario)) contained or supplementing referred to in the Preliminary Prospectus, U.S. Preliminary Prospectus, the Final Prospectus, the U.S. Final Prospectus, or any Blue Sky RegistrationProspectus Amendment or Supplementary Material (collectively, the “Filings”) which is, or may be, of such a nature as to render any statement contained in the Filings untrue, false or misleading, result in a misrepresentation (as defined in the Securities Act (Ontario)), or result in any of such documents not complying with the laws of any Qualifying Province or the United States. The Corporation will promptly prepare and file with the securities authorities in the Qualifying Provinces or the United States any amendment or supplement to the Preliminary Prospectus or the Final Prospectus or the U.S. Registration Statement Prospectus, which in the opinion of the Underwriters and the Corporation, each acting reasonably, may be necessary or for additional informationadvisable to correct such untrue or misleading statement or omission. The Corporation shall in good faith discuss with the Underwriters any change in circumstances (actual, anticipated, contemplated or threatened) which is of such a nature that there may be a reasonable doubt as to whether written notice need be given to the Underwriters under the provisions of this Section 8(1)(a); (b) the Corporation will deliver without charge to the Underwriters, as soon as practicable, and will in any event no later than December 19, 2003 in the case of the Final Prospectus and the U.S. Prospectus, and thereafter from time to time during the distribution of the Common Shares, in such cities as the Underwriters shall notify the Corporation, as many commercial copies of each of the Preliminary Prospectus, the Final Prospectus and the U.S. Prospectus, respectively (and in the event of any Prospectus Amendment, such Prospectus Amendment) as the Underwriters may reasonably request for the purposes contemplated by Canadian Securities Laws and U.S. Securities Laws and such delivery shall constitute consent by the Corporation to the use by the Underwriters, the Agents and the Selling Firms of such documents in connection with the Offering in all Qualifying Provinces and the United States, subject to the provisions of Canadian Securities Laws and U.S. Securities Laws. The Corporation shall similarly cause to be delivered commercial copies of the Supplementary Material in such quantities as the Underwriters may reasonably request; (c) the Corporation shall use its best efforts to prevent the issuance of any order referred to in (i) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possible; (b) will use commercially reasonable efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the Applicable Securities Laws in the Qualifying Jurisdictions, for a period of 24 months following the Closing Date, provided arrange that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (c) will use its commercially reasonable efforts to maintain the listing of (i) the Offered Shares; and (ii) the Broker Shares issuable upon exercise of the Broker’s Warrants on the CSE, OTC or another recognized stock exchange or quotation system for a period of at least 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (d) will duly execute and deliver the Broker Warrant Certificates at the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Corporation; (e) will ensure that, at the Closing Time, the Offered Shares shall be duly issued as fully paid and non-assessable Common Shares on payment of the purchase price therefor; (f) will ensure that, at the Closing Time, the Broker’s Warrants shall be duly and validly created and issued and shall have attributes corresponding in all material respects to the description set forth in this Agreement and the Broker’s Warrants Certificates, as applicable; (g) will ensure that at all times following the grant of the Broker’s Warrants and prior to the expiry of the Broker’s Warrants, a sufficient number of Broker Shares are allotted and reserved for issuance upon the due exercise of the Broker’s Warrants in accordance with their terms; (h) will ensure that, upon due exercise of the Broker’s Warrants in accordance with their terms, the Broker Shares shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor; (i) will ensure that the Offered Shares and the Broker Shares are listed and posted for trading on the CSE TSX and OTC upon their respective dates of issuance; (j) will use the net proceeds of the Offering in the manner specified in the Final Prospectus, subject to the qualifications contained therein; (k) use its commercially reasonable efforts to cause its directors and senior officers to enter into the Form of Lock-Up Agreement attached hereto as Schedule “A”; (l) from the date hereof until 90 days following AMEX on the Closing Date, subject only to the documentary filing requirements of each such exchange; (d) the Corporation shall not to, without the prior written consent of the Echelon, such consent not to be unreasonably withheld, issue, agree to issue or announce the issuance of any intention to issue Common Shares of the Corporation or any securities convertible into or exchangeable for or exercisable to acquire Common SharesShares of the Corporation without the prior consent of the Lead Underwriters on behalf of the Underwriters, acting reasonably, during a period commencing on the date of execution of this Agreement and ending 90 days after the Closing Date (the “Restricted Period”), other than in conjunction with: than: (i) the exchangeupon exercise of currently outstanding rights, transferor agreements, conversion including options, warrants and other convertible securities and any rights which have been granted or exercise rights of existing outstanding securities; issued, subject to any necessary regulatory approval; (ii) currently outstanding options granted to officers, directors, employees or consultants of the issuance of options under Corporation or any subsidiary thereof pursuant to the Corporation’s stock option planplan (collectively, provided that the exercise price of any such options is not less than the Purchase Price“Option Plan”); or (iii) the issuance of deferred share units or restricted share units under the Corporation’s deferred share unit plan or restricted share unit plan; (iv) existing commitments options issued pursuant to issue securities; (v) an arm’s length acquisition (including to acquire assets or intellectual property rights); (vi) under the Offering; (vii) the issuance of securities to Sprott or affiliates of Sprott and in accordance with the applicable agreements with SprottOption Plan; or (viii) the issuance of securities in connection with any offtake-related debt financing;and (me) it will apply the Corporation shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of net proceeds from the U.S. Securities Act) that would be integrated with the offer or sale of the Securities for purposes Common Shares as set forth under “Use of Proceeds” in the rules and regulations of any trading market such that it would require shareholder approval prior Final Prospectus subject to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction; and will use its reasonable best efforts, in cooperation with the Agents to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions reallocation as the Agents shall reasonably request and will continue such qualifications in effect for a period of one year from the date hereof; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectcontemplated thereby.

Covenants of the Corporation. The Corporation hereby covenants to and with the Agents that Underwriters (on their own behalf and on behalf of the CorporationPurchasers) that: (a) will advise the Agents, promptly after receiving notice or obtaining knowledge thereof, of: (i) the issuance by any Securities Regulators in any Qualifying Jurisdiction of any order suspending or preventing the use of any of the Offering Documents; (ii) the suspension of the qualification of the Offered Shares and the Broker’s Warrants in any of the Qualifying Jurisdictions or the institution, threatening or contemplation of any proceeding for any such purposes; or (iii) any requests made by any Securities Regulators in the Qualifying Jurisdictions, for amending or supplementing the Preliminary Prospectus, U.S. Preliminary Prospectus, the Final Prospectus, the U.S. Final Prospectus, any Blue Sky Registration, or the U.S. Registration Statement or for additional information, and Corporation will use its best efforts to prevent the issuance of any order referred to in (i) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possible; (b) will use commercially reasonable efforts to maintain its status as a “reporting issuer” (issuer not in default in each of the Offering Jurisdictions in which it is a reporting issuer or the equivalent thereof) not in default of the requirements of the Applicable Securities Laws in the Qualifying Jurisdictions, for a period of 24 twenty-four months following from the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (cb) the Corporation will use its commercially reasonable efforts to maintain the listing of (i) the Offered Shares; and (ii) the Broker Common Shares issuable upon exercise of the Broker’s Warrants on the CSE, OTC or another recognized stock exchange or quotation system Exchange for a period of at least 24 twenty-four months following the Closing Date, provided ; (c) the Corporation will ensure that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders Common Shares forming part of the CorporationUnits, the Warrant Shares and the Compensation Shares will be conditionally approved for listing on the Exchange upon their issue; (d) will duly execute in the event any person acting or purporting to act for the Corporation establishes a claim from the Underwriters for any brokerage or agency fee in connection with the transactions contemplated herein, the Corporation shall indemnify and deliver hold harmless the Broker Warrant Certificates at Underwriters with respect thereto and with respect to all costs reasonably incurred in the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied defence thereof unless such claim is made by a selling agent appointed by the CorporationUnderwriters pursuant to subsection 2(b); (e) will ensure that, at the Closing Time, the Offered Shares shall be duly issued as fully paid and non-assessable Common Shares on payment of the purchase price therefor; (f) will ensure that, at the Closing Time, the Broker’s Warrants shall be duly and validly created and issued and shall have attributes corresponding in all material respects to the description set forth in this Agreement and the Broker’s Warrants Certificates, as applicable; (g) will ensure that at all times following the grant of the Broker’s Warrants and prior to the expiry of the Broker’s Warrants, a sufficient number of Broker Shares are allotted and reserved for issuance upon the due exercise of the Broker’s Warrants in accordance with their terms; (h) will ensure that, upon due exercise of the Broker’s Warrants in accordance with their terms, the Broker Shares shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor; (i) will ensure that the Offered Shares and the Broker Shares are listed and posted for trading on the CSE and OTC upon their respective dates of issuance; (j) will use the net proceeds of the Offering in the manner specified in the Final Prospectus, subject to the qualifications contained therein; (k) use its commercially reasonable efforts to cause its directors and senior officers to enter into the Form of Lock-Up Agreement attached hereto as Schedule “A”; (l) from the date hereof until 90 days following the Closing Date, not to, without the prior written consent of Dundee on behalf of the EchelonUnderwriters, such consent not to be unreasonably withheldwithheld or delayed, the Corporation agrees not to issue, agree to issue issue, or announce any an intention to issue issue, or dispose of in any way, any Common Shares or any securities convertible into or exchangeable exercisable for Common Shares, other than Shares (except in conjunction with: (i) connection with the exchange, transfer, conversion or exercise rights of existing outstanding securities; (ii) the issuance of options under the Corporation’s stock option plan, provided that the exercise price of any such options is not less than the Purchase Price; (iii) the issuance of deferred share units securities or restricted share units under the Corporation’s deferred share unit plan or restricted share unit plan; (iv) existing commitments to issue securities; (v) an arm’s length acquisition (including to acquire assets Common Shares), until the date that is 120 days following the Closing Date. For greater certainty, the foregoing shall not restrict or intellectual property rights); (vi) under prevent the Offering; (vii) the issuance of securities to Sprott or affiliates of Sprott in accordance with the applicable agreements with Sprott; or (viii) the issuance of Corporation from issuing securities in connection consideration for the acquisition of mineral property interests or securities of issuers which hold uranium property interests, including, without limitation, the transaction with any offtake-related debt financing;Strathmore Minerals Corp. referred to in the Corporation’s news release dated May 24, 2013; and (mf) the Corporation shall not sellshall, offer for sale or solicit offers as soon as practicable, use its commercially reasonable efforts to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the U.S. Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it would require shareholder approval prior receive all necessary consents to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction; and will use its reasonable best efforts, in cooperation with the Agents to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect for a period of one year from the date hereof; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjecttransactions contemplated herein.

Covenants of the Corporation. The Corporation hereby covenants to and with the Agents that Underwriters (on their own behalf and on behalf of the CorporationPurchasers) that: (a) will advise the Agents, promptly after receiving notice or obtaining knowledge thereof, of: (i) the issuance by any Securities Regulators in any Qualifying Jurisdiction of any order suspending or preventing the use of any Corporation shall perform and carry out all of the Offering Documents; (ii) acts and things to be completed by it as provided in this Agreement and in the suspension Subscription Agreements and that are necessary to satisfy its obligations hereunder and thereunder, including the covenants to be performed and carried out by the Corporation pursuant to Section 5 of the qualification of the Offered Shares and the Broker’s Warrants in any of the Qualifying Jurisdictions or the institution, threatening or contemplation of any proceeding for any such purposes; or (iii) any requests made by any Securities Regulators in the Qualifying Jurisdictions, for amending or supplementing the Preliminary Prospectus, U.S. Preliminary Prospectus, the Final Prospectus, the U.S. Final Prospectus, any Blue Sky Registration, or the U.S. Registration Statement or for additional information, and will use its best efforts to prevent the issuance of any order referred to in (i) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possibleSubscription Agreements; (b) the Corporation will use its commercially reasonable best efforts to maintain its status as a “reporting issuer” (issuer not in default in each of the Offering Jurisdictions in which it is a reporting issuer or the equivalent thereof) not in default of the requirements of the Applicable Securities Laws in the Qualifying Jurisdictions, for a period of 24 twenty-four months following from the Closing DateDate other than in connection with a merger, provided that amalgamation, arrangement, take-over bid, going private transaction or other similar transaction involving the foregoing requirement shall not prevent the Corporation from completing a purchase or sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders outstanding common shares of the Corporation; (c) the Corporation will use its commercially reasonable best efforts to maintain the listing of (i) the Offered Shares; and (ii) the Broker Common Shares issuable upon exercise of the Broker’s Warrants on the CSE, OTC or another recognized stock exchange or quotation system for a period of at least 24 Exchange to the date which is twenty-four months following the Closing DateDate other than in connection with a merger, provided that amalgamation, arrangement, take-over bid, going private transaction or other similar transaction involving the foregoing requirement shall not prevent the Corporation from completing a purchase or sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders outstanding common shares of the Corporation; (d) will duly execute and deliver the Broker Warrant Certificates at the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Corporation; (e) will ensure that, at the Closing Time, the Offered Shares shall be duly issued as fully paid and non-assessable Common Shares on payment of the purchase price therefor; (f) will ensure that, at the Closing Time, the Broker’s Warrants shall be duly and validly created and issued and shall have attributes corresponding in all material respects to the description set forth in this Agreement and the Broker’s Warrants Certificates, as applicable; (g) will ensure that at all times following the grant of the Broker’s Warrants and prior to the expiry of the Broker’s Warrants, a sufficient number of Broker Shares are allotted and reserved for issuance upon the due exercise of the Broker’s Warrants in accordance with their terms; (h) will ensure that, upon due exercise of the Broker’s Warrants in accordance with their terms, the Broker Shares shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor; (i) will ensure that the Offered Shares and the Broker Shares are Compensation Shares, when issued upon the due exercise of the Compensation Warrants, will be listed and posted for trading on the CSE and OTC Exchange upon their respective dates of issuanceissue, subject to transfer restrictions under Securities Laws; (je) will use the net proceeds of the Offering in the manner specified event any person acting or purporting to act for the Corporation establishes a claim from the Underwriters for any brokerage or agency fee in connection with the transactions contemplated herein, the Corporation shall indemnify and hold harmless the Underwriters with respect thereto and with respect to all costs reasonably incurred in the Final Prospectus, subject defence thereof unless such claim is made by a selling agent appointed by the Underwriters pursuant to the qualifications contained thereinsubsection 3(b); (kf) the Corporation shall, as soon as practicable, use its commercially reasonable best efforts to cause its directors and senior officers to enter into the Form of Lock-Up Agreement attached hereto as Schedule “A”; (l) from the date hereof until 90 days following the Closing Date, not to, without the prior written consent of the Echelon, such consent not to be unreasonably withheld, issue, agree to issue or announce any intention to issue Common Shares or any securities convertible into or exchangeable for Common Shares, other than in conjunction with: (i) the exchange, transfer, conversion or exercise rights of existing outstanding securities; (ii) the issuance of options under the Corporation’s stock option plan, provided that the exercise price of any such options is not less than the Purchase Price; (iii) the issuance of deferred share units or restricted share units under the Corporation’s deferred share unit plan or restricted share unit plan; (iv) existing commitments to issue securities; (v) an arm’s length acquisition (including to acquire assets or intellectual property rights); (vi) under the Offering; (vii) the issuance of securities to Sprott or affiliates of Sprott in accordance with the applicable agreements with Sprott; or (viii) the issuance of securities in connection with any offtake-related debt financing; (m) the Corporation shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the U.S. Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it would require shareholder approval prior receive all necessary consents to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction; and will use its reasonable best efforts, in cooperation with the Agents to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect for a period of one year from the date hereof; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjecttransactions contemplated herein.

Covenants of the Corporation. The Corporation hereby covenants to with the Agents Underwriters that the CorporationCorporation will: (a) will promptly provide to the Underwriters, during the period commencing on the date hereof and until completion of the distribution of the Units, copies of any filings made by the Corporation or the Subsidiary of information relating to the Offering with any securities exchange or any regulatory body in Canada or the United States or any other jurisdiction; (b) promptly provide to the Underwriters and their counsel, during the period commencing on the date hereof and until completion of the distribution of the Units, drafts of any press releases and other public documents of the Corporation relating to the Corporation, the Subsidiary or the Offering for review by the Underwriters and their counsel prior to issuance, and give the Underwriters and their counsel a reasonable opportunity to provide comments on any such press release or other public document, subject to the Corporation’s timely disclosure obligations under applicable Canadian Securities Laws, and each such press release shall comply with Rule 135e under the U.S. Securities Act; (c) promptly inform the Underwriters in writing during the period prior to the completion of the distribution of the Units of the full particulars of: (i) any material change (whether actual, anticipated, contemplated or proposed by, or threatened), financial or otherwise, in the assets, liabilities (contingent or otherwise), business, affairs, prospects, operations, Intellectual Property, cash flow or capital of the Corporation and its Subsidiary, taken as a whole; (ii) any material fact which has arisen or has been discovered which would have been required to have been stated in the Offering Documents had that fact arisen or been discovered on, or prior to, the date of any of the Offering Documents, as the case may be; or (iii) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact or any new material fact) contained in any of the Offering Documents or whether any event or state of facts has occurred after the date of this Agreement, which, in any case, is of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in any misrepresentation in any of the Offering Documents including as a result of any of the Offering Documents containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or misleading in the light of the circumstances in which it was made, which would result in any Offering Document not complying with applicable Canadian Securities Laws or U.S. Securities Laws, as the case may be, or which would reasonably be expected to have an effect on the market price or value of the Common Shares; (d) advise the AgentsUnderwriters, promptly after receiving notice or obtaining knowledge thereof, during the period prior to the completion of the distribution of the Units, of: : (i) the issuance by any Securities Regulators in any Qualifying Jurisdiction Commission, the SEC or similar regulatory authority of any order suspending or preventing the use of any of the Offering Documents; Document; (ii) the suspension of the qualification of the Offered Shares and the Broker’s Warrants Units in any of the Qualifying Jurisdictions or Jurisdictions; (iii) the institution, threatening or contemplation of any proceeding for any such purposes; or (iiiiv) any requests made by any Securities Regulators in Commission, the Qualifying Jurisdictions, SEC or similar regulatory authority for amending or supplementing any of the Preliminary Prospectus, U.S. Preliminary Prospectus, the Final Prospectus, the U.S. Final Prospectus, any Blue Sky Registration, or the U.S. Registration Statement Offering Documents or for additional information; or (v) the receipt by the Corporation of any material communication, whether written or oral, from any Securities Commission, the SEC or similar regulatory authority or any stock exchange, relating to the distribution of the Units, and will use its best commercially reasonable efforts to prevent the issuance of any order referred to in (i) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possible; (be) comply with Section 6.5 and 6.6 of NI 41-101 and with the comparable provisions of the other relevant Canadian Securities Laws. The Corporation will promptly prepare and file with the Securities Commissions in the Qualifying Jurisdictions any Supplementary Material which in the opinion of the Underwriters and the Corporation, each acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary to continue to qualify the Units for distribution. If the Corporation and the Underwriters in good faith disagree as to whether a change, fact or event requires the filing of any Supplementary Material in compliance with Section 6.5 or Section 6.6 of NI 41-101, the Corporation will prepare and file promptly at the request of the Underwriters any Supplementary Material which, in the opinion of the Underwriters, acting reasonably, may be necessary or advisable. Upon receipt of any Supplementary Material the Underwriters shall, as soon as possible, send such Supplementary Material to purchasers of the Units; (f) deliver to the Underwriters prior to the filing of the Preliminary Prospectus and Prospectus, a copy thereof signed and certified as required by the applicable Canadian Securities Laws; (g) advise the Underwriters, promptly after receiving notice thereof, of the time when the Preliminary Prospectus, the Prospectus, any Marketing Materials and any Supplementary Material has been filed and receipts therefor (if any) have been obtained pursuant to the Canadian Securities Laws and will provide evidence reasonably satisfactory to the Underwriters of each such filing and copies of such receipts; (h) deliver without charge to the Underwriters, as soon as practicable, and in any event no later than noon (PST) on the Business Day immediately following the date of issuance of the receipt (or for delivery locations outside of Toronto, on the second Business Day) in the case of the Prospectus, and thereafter from time to time during the distribution of the Units, in such cities as the Underwriters shall notify the Corporation twenty-four hours before the delivery date (of forty-eight hours before the delivery date for locations outside of Toronto), as many commercial copies of the Preliminary Prospectus, the Prospectus, the U.S. Private Placement Memorandum and any Supplementary Materials the Underwriters may reasonably request for the purposes contemplated by Canadian Securities Laws. Each delivery of the Preliminary Prospectus, the Prospectus, the U.S. Private Placement Memorandum and any Supplementary Materials shall constitute consent by the Corporation to the use by the Underwriters and other investment dealers and brokers of such documents in connection with the distribution of the Units contemplated hereunder, subject to the provisions of applicable Law and the provisions of this Agreement; (i) use the net proceeds of the Offering in the manner specified in the Prospectus; (j) file or cause to be filed with the CSE all necessary documents and shall take or cause to be taken all necessary steps to ensure that the Corporation has obtained all necessary approvals for the Common Shares (including, for greater certainty, the Warrant Shares) to be listed on the CSE; (k) prior to the Closing Date, make all necessary arrangements that are within the control of the Corporation for the electronic deposit of the Common Shares and Warrants comprising the Units pursuant to the non-certificated issue system of CDS on the Closing Date. All fees and expenses payable to CDS and/or the Transfer Agent in connection with the electronic deposit and the fees and expenses payable to CDS and/or the Transfer Agent in connection with the initial or additional transfers as may be required in the course of the distribution of the Units shall be borne by the Corporation; (l) until the expiry date of the Warrants, use its commercially reasonable efforts to remain (i) a corporation validly subsisting under the laws of British Columbia, provided that the Corporation shall not be required to comply with the terms of this Section 9(l) following the completion of a merger, amalgamation, arrangement, business combination or take- over bid pursuant to which the Corporation ceases to be a “distributing corporation” (within the meaning of the Business Corporations Act (British Columbia)); (ii) licensed, registered or qualified as an extra-provincial or foreign corporation in all jurisdictions where the character of its properties owned or leased or the nature of the activities conducted by it make such licensing, registration or qualification necessary; and shall carry on its business in the ordinary course and in compliance in all material respects with all applicable Laws of each such jurisdiction; (m) until the expiry date of the Warrants, use commercially reasonable efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) under Canadian Securities Laws of a jurisdiction of Canada, not in default of any requirement of such Canadian Securities Laws, other than in the requirements event of an acquisition of all of the Applicable Securities Laws in the Qualifying Jurisdictions, for a period issued and outstanding Common Shares by way of 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid merger, amalgamation, plan of arrangement or other transaction that requires a vote by shareholders of the Corporationsimilar transaction; (cn) will until the expiry date of the Warrants, use its commercially reasonable efforts to maintain the listing of (i) the Offered Shares; and (ii) the Broker Common Shares issuable upon exercise of the Broker’s Warrants on the CSE, OTC CSE or another recognized stock exchange or quotation system for a period in Canada, other than in the event of at least 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale an acquisition of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a issued and outstanding Common Shares by way of take-over bid merger, amalgamation, plan of arrangement or other transaction that requires a vote by shareholders of the Corporationsimilar transaction; (do) will duly execute and deliver the Broker Warrant Certificates Indenture and the Compensation Warrant Certificate (if any) at the Closing Time Time, and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Corporation; (ep) will ensure thatuse its commercially reasonable efforts to fulfil or cause to be fulfilled, at or prior to the Closing Time, the Offered Shares shall be duly issued as fully paid and non-assessable Common Shares on payment each of the purchase price thereforconditions required to be fulfilled by it set out in Section 5 hereof; (fq) will ensure that, that at the Closing Time, Time the Broker’s Warrants shall be are duly and validly created created, authorized and issued and shall have attributes corresponding in all material respects to the description set forth in this Agreement and the Broker’s Warrants Certificates, as applicableWarrant Indenture; (gr) will ensure that that, at all times following the grant of the Broker’s Warrants and prior to the until the expiry date of the Broker’s Warrants, a sufficient number of Broker Warrant Shares are allotted and reserved for issuance upon the due exercise of the Broker’s Warrants; (s) ensure that the Warrant Shares issuable upon the exercise of the Warrants shall, upon issuance in accordance with their termsterms thereof, be duly issued as fully paid and non- assessable Common Shares; (ht) will ensure thatthat at the Closing Time the Compensation Warrants are duly and validly created, authorized and issued and shall have attributes corresponding in all material respects to the description set forth in the Compensation Warrant Certificates; (u) ensure that the Compensation Shares issuable upon due the exercise of the Broker’s Compensation Warrants shall, upon issuance in accordance with their termsthe terms thereof, the Broker Shares shall be duly issued as fully paid and non-assessable shares Common Shares; (v) not to directly or indirectly, offer, issue, sell, grant, secure, pledge, or otherwise transfer, dispose of or monetize, or engage in any hedging transaction, or enter into any form of agreement or arrangement the capital consequence of which is to alter economic exposure to, or announce any intention to do so, in any manner whatsoever, any Common Shares or any securities convertible into or exchangeable for, or otherwise exercisable to acquire Common Shares or other equity securities of the Corporation on payment for a period of the purchase price therefor; (i) will ensure that the Offered Shares and the Broker Shares are listed and posted for trading on the CSE and OTC upon their respective dates of issuance; (j) will use the net proceeds of the Offering in the manner specified in the Final Prospectus, subject to the qualifications contained therein; (k) use its commercially reasonable efforts to cause its directors and senior officers to enter into the Form of Lock-Up Agreement attached hereto as Schedule “A”; (l) from the date hereof until 90 days following after the Closing Date, not to, without the prior written consent of Xxxxxxxxx, on behalf of the EchelonUnderwriters, such consent not to be unreasonably withheld, except in conjunction with: (i) this Agreement; (ii) the grant or exercise of stock options and other similar issuances pursuant to the share incentive plan of the Corporation and other share compensation arrangements, provided such options and other similar securities are granted or issued with an exercise price not less than the Offering Price; (iii) the issuance of securities of the Corporation upon the conversion, exercise or exchange of convertible, exercisable or exchangeable securities existing on the date hereof or upon exercise of stock options granted in accordance with (ii) above; (iv) the issuance of securities of the Corporation in connection with an arm’s length acquisition of assets or securities of a company or business; or (v) the issuance of securities of the Corporation to a strategic investor in connection with a private placement. (w) cause each of the senior officers and directors, and each of such senior officers’ and directors’ associates and affiliates, to enter into an agreement in favour of the Underwriters pursuant to which he, she or it shall covenant and agree that he, she or it will not, directly or indirectly, offer, issue, agree sell, grant, secure, pledge, or otherwise transfer, dispose of or monetize, or engage in any hedging transaction, or enter into any form of agreement or arrangement the consequence of which is to issue alter economic exposure to, or announce any intention to issue do so, in any manner whatsoever, any Common Shares or any securities convertible into or exchangeable for Common Sharesfor, other than in conjunction with: (i) the exchange, transfer, conversion or exercise rights of existing outstanding securities; (ii) the issuance of options under the Corporation’s stock option plan, provided that the exercise price of any such options is not less than the Purchase Price; (iii) the issuance of deferred share units or restricted share units under the Corporation’s deferred share unit plan or restricted share unit plan; (iv) existing commitments to issue securities; (v) an arm’s length acquisition (including otherwise exercisable to acquire assets Common Shares or intellectual property rights); (vi) under the Offering; (vii) the issuance other equity securities of securities to Sprott or affiliates of Sprott in accordance with the applicable agreements with Sprott; or (viii) the issuance of securities in connection with any offtake-related debt financing; (m) the Corporation shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the U.S. Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction; and will use its reasonable best efforts, in cooperation with the Agents to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect for a period of one year from 90 days after the date hereofClosing Date, without the prior written consent of Canaccord, on behalf of the Underwriters, such consent not to be unreasonably withheld; provided that and (n) promptly do, make, execute or deliver, or cause to be done, made, executed or delivered, such further acts, documents and things for the Company shall not be required purpose of giving effect to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectthis Agreement and the transactions contemplated herein.

Covenants of the Corporation. (1) The Corporation hereby covenants to with the Agents that the CorporationUnderwriter that: (a) the Corporation will advise the Agents, promptly after receiving notice or obtaining knowledge thereof, of: (i) the issuance by any Securities Regulators in any Qualifying Jurisdiction of any order suspending or preventing the use of any comply with Section 57 of the Offering Documents; Securities Act (iiOntario) and with the suspension comparable provisions of the qualification other relevant Canadian Securities Laws, and, after the date hereof and prior to the completion of the distribution of the Offered Shares and Securities, the Broker’s Warrants Corporation will promptly advise the Underwriter in writing of the full particulars of any material change (as defined in the Securities Act (Ontario)) in the business, affairs, operations, assets, liabilities or financial condition of the Corporation, on a consolidated basis, or of any change in any material fact (as defined in the Securities Act (Ontario)) contained or referred to in the Offering Documents or Supplementary Material (collectively, the “Filings”) which is, or may be, of such a nature as to render any statement contained in the Filings untrue, false or misleading, result in a misrepresentation (as defined in the Securities Act (Ontario)), or result in any of such documents not complying with the applicable Securities Laws of any Qualifying Jurisdictions Province or the institution, threatening or contemplation of any proceeding for any such purposes; or (iii) any requests made by any Securities Regulators United States. The Corporation will promptly prepare and file with the securities authorities in the Qualifying Jurisdictions, for amending or supplementing the Preliminary Prospectus, U.S. Preliminary Prospectus, the Final Prospectus, the U.S. Final Prospectus, any Blue Sky Registration, Provinces or the U.S. Registration Statement United States any amendment or for additional informationsupplement to the Filings, which in the opinion of the Underwriter and will use its best efforts the Corporation, each acting reasonably, may be necessary or advisable to prevent correct such untrue or misleading statement or omission. The Corporation shall in good faith discuss with the issuance Underwriter any change in circumstances (actual, anticipated, contemplated or threatened) which is of any order referred such a nature that there may be a reasonable doubt as to in (i) above and, if any such order is issued, whether written notice need be given to obtain the withdrawal thereof as quickly as possibleUnderwriter under the provisions of this Section 7(1)(a); (b) the Corporation will use commercially reasonable efforts deliver without charge to maintain its status the Underwriter, as a “reporting issuer” soon as practicable, and in any event no later than 12:00 p.m. (or Toronto time), May 3, 2016, and thereafter from time to time during the equivalent thereof) not in default distribution of the requirements of Offered Securities, in such cities as the Applicable Securities Laws in the Qualifying Jurisdictions, for a period of 24 months following the Closing Date, provided that the foregoing requirement Underwriter shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of notify the Corporation; (c) will use its commercially reasonable efforts to maintain the listing of (i) the Offered Shares; and (ii) the Broker Shares issuable upon exercise of the Broker’s Warrants on the CSE, OTC or another recognized stock exchange or quotation system for a period of at least 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (d) will duly execute and deliver the Broker Warrant Certificates at the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Corporation; (e) will ensure that, at the Closing Time, the Offered Shares shall be duly issued as fully paid and non-assessable Common Shares on payment of the purchase price therefor; (f) will ensure that, at the Closing Time, the Broker’s Warrants shall be duly and validly created and issued and shall have attributes corresponding in all material respects to the description set forth in this Agreement and the Broker’s Warrants Certificates, as applicable; (g) will ensure that at all times following the grant many commercial copies of the Broker’s Warrants and prior to the expiry of the Broker’s Warrants, a sufficient number of Broker Shares are allotted and reserved for issuance upon the due exercise of the Broker’s Warrants in accordance with their terms; (h) will ensure that, upon due exercise of the Broker’s Warrants in accordance with their terms, the Broker Shares shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor; (i) will ensure that the Offered Shares and the Broker Shares are listed and posted for trading on the CSE and OTC upon their respective dates of issuance; (j) will use the net proceeds each of the Offering Documents excluding in each case the manner specified Documents Incorporated by Reference therein, as the Underwriter may reasonably request for the purposes contemplated by Canadian Securities Laws and U.S. Securities Laws and such delivery shall constitute consent by the Corporation to the use by the Underwriter, the U.S. Affiliate and the Selling Firms of such documents in connection with the Final ProspectusOffering in all Qualifying Provinces and the United States, subject to the qualifications contained therein; (k) use its commercially reasonable efforts to cause its directors provisions of Canadian Securities Laws and senior officers to enter into the Form of Lock-Up Agreement attached hereto as Schedule “A”; (l) from the date hereof until 90 days following the Closing Date, not to, without the prior written consent of the Echelon, such consent not to be unreasonably withheld, issue, agree to issue or announce any intention to issue Common Shares or any securities convertible into or exchangeable for Common Shares, other than in conjunction with: (i) the exchange, transfer, conversion or exercise rights of existing outstanding securities; (ii) the issuance of options under the Corporation’s stock option plan, provided that the exercise price of any such options is not less than the Purchase Price; (iii) the issuance of deferred share units or restricted share units under the Corporation’s deferred share unit plan or restricted share unit plan; (iv) existing commitments to issue securities; (v) an arm’s length acquisition (including to acquire assets or intellectual property rights); (vi) under the Offering; (vii) the issuance of securities to Sprott or affiliates of Sprott in accordance with the applicable agreements with Sprott; or (viii) the issuance of securities in connection with any offtake-related debt financing; (m) the Corporation shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the U.S. Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction; and will use its reasonable best efforts, in cooperation with the Agents to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect for a period of one year from the date hereof; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.U.S.

Covenants of the Corporation. The Corporation hereby covenants to the Agents Agent that the Corporation: (a) will advise the AgentsAgent, promptly after receiving notice thereof, of the time when the Final Prospectus and any Supplementary Material has been filed and receipts therefor have been obtained pursuant to the Passport System and will provide evidence reasonably satisfactory to the Agent of each such filing and copies of such receipts; (b) will advise the Agent, promptly after receiving notice or obtaining knowledge thereof, of: (i) the issuance by any Canadian Securities Regulators in any Qualifying Jurisdiction of any order suspending or preventing the use of the Preliminary Prospectus, the Final Prospectus or any of the Offering DocumentsSupplementary Material; (ii) the suspension institution, threatening or contemplation of any proceeding for any such purposes; (iii) any order, ruling, or determination having the effect of suspending the sale or ceasing the trading in any securities of the qualification of Corporation (including the Offered Shares and the Broker’s Warrants in Units) has been issued by any of the Qualifying Jurisdictions Securities Regulator or the institution, threatening or contemplation of any proceeding for any such purposes; or (iiiiv) any requests made by any Canadian Securities Regulators in the Qualifying Jurisdictions, for amending or supplementing the Preliminary Prospectus, U.S. Preliminary Prospectus, Prospectus or the Final Prospectus, the U.S. Final Prospectus, any Blue Sky Registration, or the U.S. Registration Statement Prospectus or for additional information, and will use its best commercially reasonable efforts to prevent the issuance of any order referred to in (i) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possible; (bc) except to the extent the Corporation participates in a merger or business combination transaction which the Corporation’s board of directors determines is in the best interest of the Corporation and following which the Corporation is not a “reporting issuer”, will use commercially its reasonable best efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the Applicable Securities Laws in of each of the Qualifying Jurisdictions, for a period of Jurisdictions to the date which is 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation; (cd) except to the extent the Corporation participates in a merger or business combination transaction which the Corporation’s board of directors determines is in the best interest of the Corporation and following which the Corporation is not listed on the CSE, the Corporation will use its commercially reasonable best efforts to maintain the listing of (i) the Offered Shares; and (ii) the Broker Common Shares issuable upon exercise of the Broker’s Warrants on the CSE, OTC CSE or another such other recognized stock exchange or quotation system for a period of at least as the Agent may approve, acting reasonably, to the date that is 24 months following the Closing Date, provided that the foregoing requirement shall not prevent Date so long as the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in meets the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other transaction that requires a vote by shareholders minimum listing requirements of the Corporation; (d) will duly execute and deliver the Broker Warrant Certificates at the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with CSE or satisfied by the Corporationsuch other exchange or quotation system; (e) will ensure that, at during the Closing Timedistribution of the Offered Units, the Offered Shares shall be duly issued as fully paid Corporation will consult with the Agent and non-assessable Common Shares on payment promptly provide to the Agent drafts of any press releases of the purchase price thereforCorporation for review by the Agent and the Agent's counsel prior to issuance, and any press release issued concerning the Offering shall include the following: “This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered to sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.” provided that any such review will be completed in a timely manner; (f) during the distribution of the Offered Units, no press release will ensure that, at be issued in the Closing Time, United States by the Broker’s Warrants shall be duly and validly created and issued and shall have attributes corresponding in all material respects to Corporation concerning the description set forth in this Agreement and the Broker’s Warrants Certificates, as applicable;Offering; and (g) will ensure that at all times following the grant of the Broker’s Warrants and prior to the expiry of the Broker’s Warrants, a sufficient number of Broker Shares are allotted and reserved for issuance upon the due exercise of the Broker’s Warrants in accordance with their terms; (h) will ensure that, upon due exercise of the Broker’s Warrants in accordance with their terms, the Broker Shares shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor; (i) will ensure that the Offered Shares and the Broker Shares are listed and posted for trading on the CSE and OTC upon their respective dates of issuance; (j) will use the net proceeds of the Offering contemplated herein in the manner specified in the Final Prospectus, and subject to the qualifications contained therein; (k) use its commercially reasonable efforts to cause its directors and senior officers to enter into described in the Form of Lock-Up Agreement attached hereto as Schedule “A”; (l) from the date hereof until 90 days following the Closing Date, not to, without the prior written consent of the Echelon, such consent not to be unreasonably withheld, issue, agree to issue or announce any intention to issue Common Shares or any securities convertible into or exchangeable for Common Shares, other than in conjunction with: (i) the exchange, transfer, conversion or exercise rights of existing outstanding securities; (ii) the issuance of options Prospectus under the Corporation’s stock option plan, provided that the exercise price heading “Use of any such options is not less than the Purchase Price; (iii) the issuance of deferred share units or restricted share units under the Corporation’s deferred share unit plan or restricted share unit plan; (iv) existing commitments to issue securities; (v) an arm’s length acquisition (including to acquire assets or intellectual property rights); (vi) under the Offering; (vii) the issuance of securities to Sprott or affiliates of Sprott in accordance with the applicable agreements with Sprott; or (viii) the issuance of securities in connection with any offtake-related debt financing; (m) the Corporation shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the U.S. Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction; and will use its reasonable best efforts, in cooperation with the Agents to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect for a period of one year from the date hereof; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectProceeds”.