Common Contracts

AGENCY AGREEMENT

Agency Agreement • February 24th, 2021 • British Columbia

• Contract Type
  Agency Agreement
• Filed
  February 24th, 2021
• Jurisdiction
  British Columbia

The undersigned, Raymond James Ltd. (“Raymond James”) and Haywood Securities Inc. (“Haywood” and together with Raymond James, the “Lead Agents”), as co-lead agents and co-bookrunners, and Stifel Nicolaus Canada Inc. and Gravitas Securities Inc. (together with the Lead Agents, the “Agents”), understand that Zinc8 Energy Solutions Inc. (the “Corporation”) proposes to issue and sell up to 28,750,000 common shares of the Corporation (the “Offered Shares”) at a price of $0.54 per Offered Share (the “Issue Price”) on a private placement basis for aggregate gross proceeds of up to