AGENCY AGREEMENTAgency Agreement • June 4th, 2020 • Ontario
Contract Type FiledJune 4th, 2020 JurisdictionThe undersigned, Mackie Research Capital Corporation (“Mackie”) and Canaccord Genuity Corp. (“Canaccord” and collectively with Mackie, the “Lead Agents”), as co-lead agents, together with Haywood Securities Inc. (“Haywood”) and PI Financial Corp. (“PI”, and together with the Lead Agents and Haywood, the “Agents”) understand that Innocan Pharma Corporation (the “Corporation”) is contemplating a public offering of a minimum of 13,888,888 and a maximum of 55,555,555 units of the Corporation (the “Units”) at an offering price (the “Offering Price”) of $0.18 per Unit for aggregate gross proceeds of a minimum of $2,500,000 and a maximum of $10,000,000. Each Unit will be comprised of one Common Share (as defined herein, and each Common Share comprising a Unit being a “Unit Share”) and one Common Share purchase warrant (each a "Warrant"). Each Warrant shall entitle the holder thereof to acquire, subject to adjustment in certain circumstances, one Common Share (a "Warrant Share") at an exercise