UNDERWRITING AGREEMENTUnderwriting Agreement • July 5th, 2022 • Ontario
Contract Type FiledJuly 5th, 2022 JurisdictionCIBC World Markets Inc. (ìCIBCî), Cormark Securities Inc. and Research Capital Corporation (collectively, the ìUnderwritersî), understand that Avalon Rare Metals Inc. (ìAvalonî or the ìCorporationî) proposes to issue and sell to the Underwriters 4,571,000 special warrants (the ìSpecial Warrantsî) at a price of $2.30 per Special Warrant (the ìSpecial Warrant Issue Priceî) for aggregate gross proceeds of $10,513,300. Each Special Warrant shall be issued under the Special Warrant Indenture (as defined herein) and shall entitle the holder thereof to receive, without payment of additional consideration, one unit of the Corporation (each an ìUnitî). Each Unit shall be comprised of one common share of the Corporation (each a ìCommon Shareî) and one-half of one common share purchase warrant (each whole warrant, a ìWarrantî) and, in certain circumstances set out herein, an additional one tenth of one Common Share. Each Warrant shall be issued under the Warrant Indenture (as defined herein) and