Common Contracts

UNDERWRITING AGREEMENT

Underwriting Agreement • April 23rd, 2014 • British Columbia

• Contract Type
  Underwriting Agreement
• Filed
  April 23rd, 2014
• Jurisdiction
  British Columbia

Dundee Securities Ltd. (the “Lead Underwriter”) and Haywood Securities Inc. (together with the Lead Underwriter, the “Underwriters”, and each individually, an “Underwriter”) understand that Western Lithium USA Corporation (the “Corporation”) proposes to issue and sell 13,800,000 units of the Corporation (the “Units”), each Unit consisting of one common share in the capital of the Corporation (a “Unit Share”) and one-half of one common share purchase warrant. Each whole common share purchase warrant (a “Warrant”) shall entitle the holder thereof to acquire one common share of the Corporation (a “Warrant Share”) at a price of $0.75 at any time up to 24 months following the Closing Date (as defined below). The Underwriters, hereby severally, and not jointly, nor jointly and severally, offer to purchase from the Corporation all of the Units on a “bought deal” basis, at the purchase price of $0.58 per Unit (the “Offering Price”) for aggregate gross proceeds of $8,004,000.