UNDERWRITING AGREEMENTUnderwriting Agreement • April 3rd, 2017 • Ontario
Contract Type FiledApril 3rd, 2017 JurisdictionThe undersigned, Cormark Securities Inc. (“Cormark” or the “Underwriter”), understands that Fortune Minerals Limited (the “Corporation”) proposes to issue and sell to the Underwriter units (“Units”), each Unit consisting of one common share in the capital of the Corporation (each a “Unit Share”) and one-half of one common share purchase warrant in the capital of the Corporation (each whole common share purchase warrant, a “Warrant”), with each Warrant entitling the holder thereof to purchase one common share in the capital of the Corporation (each a “Warrant Share”) at any time prior to 5:00 p.m. (Toronto time) on the first Business Day that is 24 months after the Closing Date upon payment of the exercise price of $0.35 per Warrant Share. The Warrants will be issued pursuant to a warrant indenture to be dated the Closing Date between the Corporation and Computershare Trust Company, as warrant agent, providing for the creation and issuance of the Warrants (the “Warrant Indenture”). The