AGENCY AGREEMENTAgency Agreement • August 12th, 2020 • British Columbia
Contract Type FiledAugust 12th, 2020 JurisdictionHaywood Securities Inc. (“Haywood”) Canaccord Genuity Corp. and Raymond James Ltd. (together with Haywood, the "Agents") hereby agree to offer for purchase and sale on a commercially reasonable efforts agency basis, without underwriter liability, and BeMetals Corp. (the "Corporation") agrees to issue and sell through the Agents, up to 18,750,000 common shares (the “Shares”) at a price of $0.40 per Share (the "Offering Price") for aggregate gross proceeds of up to $7,500,000, upon and subject to the terms and conditions hereof. At no time shall the Agents have any obligation to purchase any of the Shares. The offering of the Shares by the Corporation described in this Agreement is hereinafter referred to as the "Offering". The Agents may arrange for purchasers in the Selling Provinces (as defined herein), in the United States and such other offshore jurisdictions as the Agents and the Corporation may agree, provided it is understood that no prospectus filing, registration statement or c