UNDERWRITING AGREEMENTUnderwriting Agreement • March 31st, 2021 • British Columbia
Contract Type FiledMarch 31st, 2021 JurisdictionSubject to the terms and conditions hereof, the undersigned, Cormark Securities Inc. and CIBC World Markets Inc. (together, the “Co-Lead Underwriters”) as co-lead underwriters and joint bookrunners, Canaccord Genuity Corp., PI Financial Corp. and BMO Nesbitt Burns Inc. (collectively, with the Co-Lead Underwriters, the “Underwriters” and each individually an “Underwriter”) hereby offer and agree to purchase from Great Bear Resources Ltd. (the “Company”), and the Company by its execution of this Agreement (as defined herein) agrees to issue and sell to the Underwriters, on a private placement basis at the Closing Time (as defined herein) (i) 3,225,000 common shares in the capital of the Company to be issued as “flow-through shares” (the “Flow-Through Shares”) within the meaning of the Tax Act (as hereinafter defined) at a purchase price of $18.60 per Flow-Through Share for gross proceeds of $59,985,000, and (ii) 784,000 common shares of the Company (the “Offered Common Shares”) at a pric