AGENCY AGREEMENTAgency Agreement • March 2nd, 2021 • Ontario
Contract Type FiledMarch 2nd, 2021 JurisdictionGravitas Securities Inc. (“GSI”) and Canaccord Genuity Corp. (“Canaccord Genuity”, and together with GSI, the “Agents”), understand that XS Financial Inc. (the “Company”) proposes to issue and sell up to 23,333,333 units of the Company (each, a “Unit” and collectively, the “Units”) at a price of C$0.30 per Unit (the “Issue Price”) on a private placement basis to raise gross proceeds of up to C$7,000,000 (the “Offering”). Each Unit will consist of one (1) subordinate voting share in the capital of the Company (each, a “Unit Share”) and one (1) subordinate voting share purchase warrant of the Company (each, a “Warrants”).